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HomeMy WebLinkAboutCRA-R-16-0026 Exhibit APrepared By: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3300 Miami, FL 33131 CONVENTION CENTER ECONOMIC INCENTIVE AGREEMENT THIS CONVENTION CENTER ECONOMIC INCENTIVE AGREEMENT (the "Agreement") is made as of this day of , 2016, by and between P & G INVESTORS, LLC, a Florida limited liability company (the "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. Developer has entered into a contract with Old Arena, LLC, a Florida limited liability company (the "Purchase Contract") to acquire all of that certain real property located in the Redevelopment Area, which is more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Property"). C. Developer intends to acquire the Property pursuant to the Purchase Contract and develop the Property as a convention center hotel and exposition space to be constructed in two phases as more particularly described in Exhibit `B" (the "Project"), as shown in the conceptual plans attached hereto as Exhibit "C" (the "Conceptual Plans"). D. Developer has requested that the CRA provide economic incentives to assist with the cost of constructing the Convention Center Component, as hereinafter defined, in view of the job creation and business opportunities that will result from the construction, development and operation of the Convention Center Component and the economic activity which is anticipated to be generated from the development of the Convention Center Component. E. In light of the job creation and business opportunities that will result from the construction, development and operation of the Convention Center Component, the CRA is willing to provide certain economic incentives to assist Developer with the costs of constructing the Convention Center Component, subject to the terms and conditions as hereinafter provided. 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, Developer and the CRA hereby agree as follows: #46225883_v3 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 "Annual Workforce Training Contribution" shall have the meaning ascribed to such teen in Section 3.2.8.1. 2.2 "Anticipated Development Value" shall have the meaning ascribed to said tenn in Section 4.1. 2.3 "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. 2.4 "Assignment Notice" shall have the meaning ascribed to such term in Section 4.2.5. 2.5 "Base Year" shall mean the calendar year preceding the calendar year in which the tax rolls for the County with respect to Folio Number 01-3137-025-0011 reflect an increase in the assessed value as a result of the Substantial Completion of Phase I. 2.6 "Bond Obligations" has the meaning ascribed to such term in Section 5.1. 2.7 "CBE-A/E" has the meaning ascribed to such tear" in Section 3.1.11 and Section 10-33.02 of the County Code of Ordinances, as amended. 2.8 "CBE-A/E Non -Compliance Funds" shall have the meaning ascribed to such term in Section 3.1.11(v). 2.9 "CBE-AIE Participation Requirement" shall have the meaning ascribed to such term in Section 3.1.11(i). 2.10 "Children's Trust" means that certain independent special district authorized pursuant to Section 1.01.A.11 of the County Home Rule Charter and Section 125.901, Fla. Statutes, for the purpose of providing funding for children's services throughout the County. 2.11 "City" means the City of Miami, a municipal corporation of the State of Florida. 2.12 "City Approval" means the approval by the City of the CRA Budget for the applicable year, which CRA Budget includes the applicable Incentive Payment. 2.13 "City Laborer Non -Compliance Funds" has the meaning ascribed to such phase in Section 3.1.7.3.4. 2 446225883_v3 2.14 "City Full -Time Employee Non -Compliance Funds" shall have the meaning ascribed to such term in Section 3.2.6.4. 2.15 "City Part -Time Employee Non -Compliance Funds" shall have the meaning ascribed to such term in Section 3.2.7.4. 2.16 "City Skilled Laborer Non -Compliance Funds" shall have the meaning ascribed to this phrase in Section 3.1.7.4.4. 2.17 "City Subcontractor Non -Compliance Funds" shall have the meaning ascribed to such teen in Section 3.1.7.2.1. 2.18 "City Targeted Areas" has the meaning ascribed to such term in Section 3.1.2(i)(c). 2.19 "City Targeted Areas Laborer Non -Compliance Funds" shall have the meaning ascribed to such phrase in Section 3.1.7.3.3. 2.20 "City Targeted Areas Full -Time Employee Non -Compliance Funds" shall have the meaning ascribed to such term in Section 3.2.6.3. 2.21 "City Targeted Areas Part -Time Employee Non -Compliance Funds" shall have the meaning ascribed to such tenn in Section 3.2.7.3. 2.22 "City Targeted Areas Skilled Laborer Non -Compliance Funds" shall have the meaning ascribed to such phrase in Section 3.1.7.4.3. 2.23 "Completion" means with respect to a Phase that a permanent certificate of occupancy, or its equivalent, has been issued by the City for the applicable Phase and all punch list work has been completed with respect to such Phase. 2.24 "Compliance Monitoring Contract" means the contract between the CRA and a SBE-Construction Services certified firm selected and retained by the CRA to review and audit the Participation Reports submitted by the Developer as well as review and audit Developer's compliance with the community benefits, hiring, wage and procurement requirements of this Agreement. 2.25 "Conceptual Plans" shall have the ascribed to such term in the Recitals. 2.26 "Conditions Subsequent" shall have the meaning ascribed to such tern in Section 15. 2.27 "Convention Center Component" means that portion of Phase I consisting of approximately 600,000 gross square feet of space consisting of a grand ballroom containing approximately 65,000 square feet of space, a junior ballroom containing approximately 45,000 square feet of space, approximately 100,000 square feet of exhibition space, approximately 390,000 square feet of meeting and event space as well as a 1,500 seat theater, pre -function areas 3 #i46225883 v3 and related back of house service area associated with the convention center customarily forming part of a state of the art convention center. 2.28 "Construction Wage Notice" has the meaning ascribed to such teen in Section 3.1.5(iii). 2.29 "Construction Wage Rate Penalty" has the meaning ascribed to such term in Section 3.1.8. 2.30 "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. 2.31 "Contractors" means the General Contractor and all Subcontractors engaged to complete the Project or any Phase thereof. 2.32 "County" means Miami -Dade County, a political subdivision of the State of Florida. 2.33 "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. 2.34 "County Laborer Non -Compliance Funds" shall have the meaning ascribed to such tenn in Section 3.1.7.3.6. 2.35 "County Full -Time Employee Non -Compliance Funds" shall have the meaning ascribed to such tenn in Section 3.2.6.6. 2.36 "County Part -Time Employee Non -Compliance Funds" shall have the meaning ascribed to such tenn in Section 3.2.7.6. 2.37 "County Skilled Laborer Non -Compliance Funds" shall have the meaning ascribed to such term in Section 3.1.7.4.6. 2.38 "County Subcontractor Non -Compliance Funds" shall have the meaning ascribed to such term in Section 3.1.7.2.2. 2.39 "County Targeted Areas" has the meaning ascribed to such tern in Section 3.1.2(i)(e). 2.40 "County Targeted Areas Laborer Non -Compliance Funds" shall have the meaning ascribed to such tern in Section 3.1.7.3.5. 2.41 "County Targeted Areas Full -Time Employee Non -Compliance Funds" shall have the meaning ascribed to such teiin in Section 3.2.6.5. 2.42 "County Targeted Areas Part -Time Employee Non -Compliance Funds" shall have the meaning ascribed to such tern in Section 3.2.7.5. 4 #46225883_v3 2.43 "County Targeted Areas Skilled Laborer Non -Compliance Funds" shall have the meaning ascribed to such term in Section 3.1.7.4.5. 2.44 "CRA" shall have the meaning ascribed to the tern in the Recitals. 2.45 "CRA Budget Approval" means the approval by the CRA Board of the annual CRA Budget which includes a line item for the Incentive Payment for the applicable year. 2.46 "CRA Board" means the board of commissioners of the CRA. 2.47 "CRA Budget" means the annual budget for the operation of the CRA approved by the CRA Board, subject to City Approval and County Approval. 2.48 Developer" shall have the meaning ascribed to such tern in the Recitals. 2.49 "Effective Date" means the date of execution and delivery of this Agreement by all parties hereto. 2.50 "Enhanced Permanent Wage" shall have the meaning ascribed to such tern in Section 3,2.1. 2.51 "Enhanced Permanent Wage Penalty" shall have the meaning ascribed to such tern in Section 3.2.3. 2.52 "Enhanced Permanent Wage Notice" shall have the meaning ascribed to such tern in Section 3.2.2. 2.53 "Erroneous Hourly Wage Payment" shall have the meaning ascribed to such tern in Section 3.1.8. 2.54 "Erroneous Permanent Wage Payment" shall have the meaning ascribed to such tern in Section 3.2.3. 2.55 "Erroneous Responsible Wage Payment" shall have the meaning ascribed to such tenn in Section 3.1.9. 2.56 "Excluded Subcontractors" means the steel Subcontractor, the concrete shell Subcontractor, the glazing Subcontractor and the vertical movement Subcontractor. 2.57 "Executive Director" means the executive director of the CRA. 2.58 "Full -Time Employee" means an exempt or non-exempt employee that works thirty (30) hours or more weekly. 2.59 "Full -Time Employee Participation Requirement" shall have the meaning ascribed to such terra in Section 3.2.4. 2.60 "General Contractor" means the general contractor engaged by the Developer to construct the Project or any Phase thereof. 5 #46225883_v3 2.61 "Global Agreement" means that certain Interlocal Agreement between the City, the County, the CRA and the Omni Community Redevelopment Agency dated as of December 31, 2007. 2,62 "Goodwill" means Goodwill of South Florida, Inc. 2.63 "Grant Obligations" shall have the meaning ascribed to such tern in Section 5.1. 2.64 "Hospitality Program" shall have the meaning ascribed to such term in Section 3.2.8.2. 2.65 "Incentive Payment" shall have the meaning ascribed to such tern in Section 4.2.1. 2.66 "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 to the buildings and improvement constructed on the Property after the Base Year after deductions for: (i) all 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) any other adjustments to the assessed value of the Project made by the City and/or County as a result of challenges or tax contests with respect to the assessed values, (iv) any payments that the CRA is required to make to the City and the County under the terns of the Global Agreement; and (v) any tax increment revenues received by the CRA from the County and City with respect to the land value of the Property excluding the value of any improvements located on the Property. If the Tax Assessor discontinues having a separate breakdown between the assessed value of the land and the assessed value of the improvements, the assessed value of the land shall be deemed to be either (i) the assessed value of the land as of the Base Year if the Tax Assessor is no longer making a separate breakdown of the assessed value of the land and the assessed value of the improvements as of the Base Year; or (ii) if the change occurs after the Base Year the last year where the Tax Assessor has made a separate breakdown of the assessed value of the land after the Base Year and in either event such assessed value of the land shall be deemed to increase three and a half percent (3.5%) per annum for each year thereafter, compounded annually. 2.67 "Institute" shall have the meaning ascribed to such tern in Section 3.2.8.1. 2.68 "Laborer Participation Requirement" has the meaning ascribed to said tern in Section 3.1.2(i). 2.69 "Living Wage Notice" means the annual notice published by the County's Internal Services Department, or such successor County department, listing the Living Wage Rate for all County covered service contracts for the current fiscal year. 2.70 "Local Labor Workforce" has the meaning ascribed to said term in Section 3.1.2(i). 2.71 "MDC" means Miami Dade College. 6 #46225883_v3 2.72 "MDCC" means Miami Dade Chamber of Commerce. 2.73 "MDCPS" means Miami -Dade County Public Schools. 2.74 "Minimum Hourly Construction Wage Rate" shall have the meaning ascribed to such tenn in Section 3.1.5(i). 2.75 "M.O.U." means memorandum of understanding. 2.76 "Monetary Award" shall have the meaning ascribed to such term in Section 3.1.8. 2.77 "N.A.A.C.P." shall have the meaning ascribed to such tern in Section 3.2.9.1. 2.78 "Notices" shall have the meaning ascribed to such term in Section 9. 2.79 "Overtown" has the meaning ascribed to such term in Section 3.1.2(i)(b). 2.80 "Overtown Laborer Non -Compliance Funds" shall have the meaning ascribed to such phrase in Section 3.1.7.3.2. 2.81 "Overtown Full -Time Employee Non -Compliance Funds" shall have the meaning ascribed to such teiin in Section 3.2.6.2. 2.82 "Overtown Part -Time Employee Non -Compliance Funds" shall have the meaning ascribed to such term in Section 3.2.7.2. 2.83 "Overtown Skilled Laborer Non -Compliance Funds" shall have the meaning ascribed to such term in Section 3.1.7.4.2. 2.84 "Part -Time Employee" means an employee with respect to the operation of the Project who is not a Full -Time Employee. 2.85 "Part -Time Employee Participation Requirement" shall have the meaning ascribed to such tern in Section 3.2.5. 2.86 "Participation Reports" shall have the meaning ascribed to such term in Section 3.1.7.1. 2.87 "Phase" means either Phase I or Phase II as appropriate. 2.88 "Phase I" means the Convention Center Component and an approximately 1,100 key hotel and related ancillary uses and service areas customarily fonining part of a convention center hotel and all furniture, fixtures and equipment associated thereto. 2.89 "Phase II" means a 600 key hotel connected to the Convention Center Component and all furniture, fixtures and equipment associated thereto. 7 #46225883_v3 2.90 "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. 2.91 "Project" has the meaning ascribed to such term in the Recitals. 2.92 "Property" has the meaning ascribed to such tern in the Recitals. 2.93 "Purchase Contract" shall have the meaning ascribed to such term in the Recitals. 2.94 "RA Laborer Non -Compliance Funds" shall have the meaning ascribed to such teini in Section 3.1.7.3.1. 2.95 "RA Full -Time Employee Non -Compliance Funds" shall have the meaning ascribed to such term in Section 3.2.6.1. 2.96 "RA Part -Time Employee Non -Compliance Funds" shall have the meaning ascribed to such term in Section 3.2.7.1. 2.97 "RA Skilled Laborer Non -Compliance Funds" shall have the meaning ascribed to such teen in Section 3.1.7.4.1. 2.98 "Redevelopment Area" has the meaning ascribed to such term in the Recitals. 2.99 "Responsible Wage" has the meaning ascribed to such tern in Section 3.1.6(i). 2.100 "Responsible Wage Notice" shall have the meaning ascribed to such tern in Section 3.1.6(iii). 2.101 "Responsible Wage Penalty" shall have the meaning ascribed to such teiiii in Section 3.1.9. 2.102 "SBE-Construction Services" has the meaning ascribed to such term in Section 3.1.11 of this Agreement and Section 10-33.02 of the County Code of Ordinances, as amended. 2.103 "SBE-Construction Services Non -Compliance Funds" has the meaning ascribed to such tern in Section 3.1.11(vi). 2.104 "SBE-Goods and Services Non- Compliance Funds" shall have the meaning ascribed to such tern in Section 3.1.11(vii). 8 #46225883_v3 2.105 "SBE-Goods and Services Requirement" shall have the meaning ascribed to such term in Section 3.1.11(ii). Section 2.106 "Schedule" shall have the meaning ascribed to such teen in Section 3.1.6(i). 2.107 "SFWIB" means the South Florida Workforce Investment Board. 2.108 "Skilled Construction Workforce" has the meaning ascribed to said term in 2.109 "Skilled Laborer Participation Requirement" has the meaning ascribed to said term in Section 3.1.3(i). Section 3.1.11. 2.110 "Small Business Enterprise" has the meaning ascribed to such tern in 2.111 "SMSDC" has the meaning ascribed to such term in Section 3.1.1. 2.112 "Subcontractor" means a contractor engaged by the General Contractor or by any other contractor to provide labor material or services in connection with the construction of the Project or any Phase thereof. For the avoidance of any doubt, the tetur Subcontractor includes sub -subcontractors at all levels who contract to provide labor material or services in connection with the construction of the Project or any Phase thereof. 2.113 "Subcontractor Participation Requirement" has the meaning ascribed to said term in Section 3.1.4(i). 2.114 "Substantially Completed" or "Substantial Completion," or words of like import, means with respect to a Phase that a temporary or permanent certificate of occupancy, or its equivalent, has been issued by the City for such Phase to enable such Phase to be used for its intended purposes and the Tax Assessor has included the assessed value of the improvement comprising such Phase on the tax rolls. Areas. 2.115 "Target Area" means the City Targeted Areas and the County Targeted 2.116 "Tax Assessor" means the Miami -Dade County Property Appraiser. 2.117 "Tenn" 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 to expire on March 31, 2030, as same may be extended with the approval of the City and the County in accordance with all applicable laws to March 31, 2042. 2.118 "TIF Agreement" has the meaning ascribed to said tern in Section 5.3. 2.119 "Vendor Requirements" has the meaning ascribed to said tern in Section 3.2.9.4. 9 #46225883_v3 3. PUBLIC BENEFIT COMMITMENTS. As an inducement to the CRA to provide the Incentive Payment for the benefit of the Convention Center Component pursuant to this Agreement, and in the interest of furthering the goals of the CRA, specifically its desire to create jobs for and enhance the quality of life for residents of the Redevelopment Area, the Developer hereby makes the following commitments for the public benefit during the Tenn of this Agreement: 3.1 Commitments During Construction. Prior to and during the Project's construction, the Developer shall: 3.1.1 Coordination with Local Agencies. Developer shall require the General Contractor and require the General Contractor to require all Subcontractors working on the Project to consult and coordinate with the City's CareerSource South Florida Center, located. at Lindsey Hopkins Technical Center at 750 NW 20th Street, 4th 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. Such consultation and coordination efforts shall be designed to assist: (i) local residents in their efforts to access job training, job placement services, and employment & business opportunities at or resulting from the Project during its construction; and (ii) the Developer in satisfying the its community benefits commitments during the Project's construction. Such efforts shall also serve to identify and employ companies whose Principal Place of Business is located within the City and the County Targeted Areas with opportunities related to the Project's construction. General Contractor shall conduct not less than two (2) job fairs, to be held within the Redevelopment Area prior to the start of construction of each Phase. 3.1.2 Local Labor Workforce Participation. (i) Developer shall require all Contractors performing work in connection with each Phase to employ local laborers who reside within the County (the "Local Labor Workforce"). This requirement shall be deemed satisfied if Contractors, in aggregate, hire the Local Labor Workforce in accordance with the following requirements with respect to each Phase ("Laborer Participation Requirement"): (a) Not less than four percent (4%) of laborers working on each Phase shall be City residents living within the boundaries of the Redevelopment Area; (b) Not less than eight percent (8%) of laborers working on each Phase shall be City residents living within the boundaries of the Redevelopment Area or in the Overtown community, as shown on the sketch attached as Exhibit "D" ("Overtown"), which community encompasses part of zip code 33136; (c) Not less than twenty-five percent (25%) of the laborers working on each Phase shall be to City residents living within the boundaries of the Redevelopment Area, Overtown, or within zip codes 33127, 33128, 33130, 33136, 33142, 33125, 33135, 33150 and the West Coconut Grove (the "City Targeted Areas"); (d) Not less than thirty-five percent (35%) of the laborers working on each Phase shall be City residents; 10 #46225883_v3 (e) Not less than forty-five percent (45%) of the laborers working on each Phase shall be City residents or residents of zip codes 33010, 33030, 33034, 33054, and 33161 (the "County Targeted Areas"); and (f) Not less than sixty percent (60%) of the laborers working on each Phase shall be County residents. (ii) Compliance with the above Laborer Participation Requirement shall be calculated at the Completion of each Phase for each category separately (i.e. subsections (a) through (f)) based upon the total number of labor man hours worked by residents in each respective category and the total number of labor man hours worked in connection with the respective Phase through Completion of such Phase. The Laborer Participation Requirement shall not be deemed or construed to require Contractors to hire employees who do not comply with OSHA requirements, drug testing requirements and insurance company requirements; however, neither Contractors nor their agents will solicit infonnation from potential laborers regarding their criminal record at time of initial application and any evidence of past criminal acts committed by a such laborer of which a Contractor or its agent becomes apprised shall not automatically disqualify such laborer from Project -related employment, but shall be evaluated on a case -by -case basis in accordance with the standards set forth in Exhibit "E." Any aforementioned hiring requirements shall not relieve the Developer from its obligation to satisfy the Laborer Participation Requirement with respect to each Phase. 3.1.3 Skilled Construction Workforce Participation. (i) Developer shall require all Contractors performing work in connection with each Phase to employ local skilled laborers who reside within the County (the "Skilled Construction Workforce"). This requirement shall be deemed satisfied if the Contractors, in aggregate, hire the Skilled Construction Workforce in accordance with the following requirements with respect to each Phase (the "Skilled Laborer Participation Requirement"): (a) Not less than four percent (4%) of the skilled laborers working on each Phase shall be City residents living within the boundaries of the Redevelopment Area; (b) Not less than six percent (6%) of the skilled laborers working on each Phase shall be City residents living within the boundaries of the Redevelopment Area or in Overtown; (c) Not less than twenty percent (20%) of the skilled laborers working on each Phase shall be City residents living within the Redevelopment Area, Overtown, or in the City Targeted Areas; (d) Not less than thirty percent (30%) of the skilled laborer working on each Phase shall be City residents; (e) Not less than forty percent (40%) of the skilled laborers working on each Phase shall be City residents or residents of the County Targeted Areas; and 11 #46225883 v3 (f) Not less than fifty percent (50%) of the skilled laborers working on each Phase shall be residents of the County. (ii) Compliance with the Skilled Laborer Participation Requirement shall be calculated at the Completion of each Phase separately, for each category separately (i.e. subsections (a) through (f)) based upon the total number of skilled labor man hours worked by residents in each respective category and the total number of skilled labor man hours worked in connection with the applicable Phase through Completion of such Phase. The Skilled Laborer Participation Requirement shall not be deemed or construed to require Contractors to hire employees who do not comply with OSHA requirements, drug testing requirements and insurance company requirements; however, neither the Contractors nor their agents will solicit information from potential skilled laborers regarding their criminal record at the time of initial application and any evidence of past criminal acts committed by such skilled laborer of which such Contractor or its agent becomes apprised shall not automatically disqualify such skilled laborer from Project - related employment, but shall be considered on a case -by -case basis in accordance with the standards set forth in Exhibit "E". Any aforementioned hiring requirements shall not relieve Developer from its obligation to comply with the Skilled Laborer Participation Requirement with respect to each Phase. 3.1.4 Construction Subcontractor Participation. (i) Developer shall require the General Contractor to require all Subcontractors for each Phase have their Principal Place of Business within the County. This requirement shall be deemed satisfied if the following requirements are complied with respect to each Phase (the "Subcontractor Participation Requirement"): (a) Not less than twenty percent (20%) to Subcontractors employed with respect to such Phase, excluding the Excluded Subcontractors but including Subcontractors retained by Excluded Subcontractors, shall have their Principal Place of Business located within the City; (b) Not less than sixty percent (60%) of all Subcontractors employed with respect to such Phase, excluding the Excluded Subcontractors but including Subcontractors retained by the Excluded Subcontractors, shall have their Principal Place of Business located within the County. (ii) Compliance with above requirements shall be calculated based upon the total amount paid to all Subcontractors, excluding the Excluded Subcontractors, with their Principal Place of Business within the respective tier, and the total amount paid to all Subcontractors, excluding the Excluded Subcontractors. Developer shall require the General Contractor to have the work perfoiined by Subcontractors based upon their Principal Place of Business in keeping with the hiring priorities outlined above; provided, however, that nothing contained herein shall require the hiring of a Subcontractor from within the above -mentioned geographic areas that does not possess the necessary skills and qualifications required for the scope of employment; provided, however, this requirement shall not relieve the Developer from the obligation to comply with the Subcontractor Participation Requirement with respect to such Phase. 12 446225883_v3 (iii) For purposes of clarity, amounts paid to Subcontractors in each tier shall include amounts paid to Subcontractors for design build services, shop drawings and any other work undertaken by other design professionals to complete construction, furnishing and equipping of the applicable Phase including "as built" documents. 3.1.5 Minimum Hourly Construction Wage Rate. (i) Until Completion of Phase I and Phase II, Contractors shall pay a minimum hourly wage rate of $12.63 if health benefits are provided to employees and $14.46 to employees if health benefits are not provided to employees working on the construction of the Project (the "Minimum Hourly Construction Wage Rate"), which Minimum Hourly Construction Wage Rate shall be increased annually from and after the Effective Date to an amount equal to the amount set forth in the Living Wage Notice, which increase shall be as effective as of the due set forth in the Living Wage Notice. (ii) Each Contractor shall include the same Minimum Hourly Construction Wage Rate in all contracts and in all subcontracts entered into by such Contractors, shall require that each Contractor stipulate and agree that they will pay the Minimum Hourly Construction Wage Rate, subject to adjustment, as set forth in Section 3.1.5(i). (iii) The General Contractor shall be required to post a notice of the Minimum Hourly Construction Wage Rate at prominent locations throughout the Property (the "Construction Wage Notice"). The Construction Wage Notice shall at minimum advise workers at the Project of the Minimum Hourly Construction Wage Rate required to be paid by all Contractors, the person to contact to initiate a grievance, and the penalties for non-compliance. The form of Construction Wage Notice shall be subject to the approval of the Executive Director prior to the commencement of construction of the Project, which approval shall not be unreasonably conditioned or delayed. The General Contractor shall be responsible for posting updated Construction Wage Notices at prominent locations throughout the Property reflecting the New Minimum Hourly Construction Wage Rate within ten (10) days of the issuance of a revised Living Wage Notice through Completion of Phase I and Phase II. Copies of each updated Construction Wage Notice shall be provided to the Executive Director not more than ten (10) days after the issuance of the revised Living Wage Notice reflecting the new Minimum Hourly Construction Wage Rate. 3.1.6 Responsible Wage Rates. (i) Developer shall require all Contractors performing work in connection with each Phase to pay a minimum hourly wage rate and health benefits (the "Responsible Wage"), consistent with the County's Responsible Wage & Benefit Schedule, Construction Type: Building (the "Schedule"), as the same may be revised by the County annually, for each of the following labor classifications: (a) Electrical Workers: Journeyman Wiremen ($30.11 hourly wage and $5.85 hourly health benefit); Journeyman Cable Splicer ($30.61 hourly wage and S5.85 hourly health benefit); Journeyman. Welder ($30.61 hourly wage rate and $5.85 hourly health benefit); Electrical Foreman ($33.12 hourly wage rate and $5.85 hourly health 13 #4622588323 benefit); and General Electrical Foreman ($36.13 hourly wage rate and $5.85 hourly health benefit, which hourly rates are based upon the 2015 Schedule). (b) Glaziers, Architectural Metal and Glass Workers: Journeyman Glazier ($22.00 hourly wage benefit and $4.30 hourly health benefit); Glazier Foreman (S24.00 hourly wage benefit and $4.30 hourly health benefit); and General Foreman ($25.00 hourly wage benefit and $4.30 hourly health benefit, which hourly rates are based upon the 2015 Schedule). (c) Pipefitters (Air Conditioning, Refrigeration and Heating: Journeyman Pipefitter ($33.03 hourly wage benefit and $6.85 hourly health benefit); Foreman Pipefitter (S38.02 hourly wage rate and S6.85 hourly health benefit); and General Foreman Pipefitter ($41.35 hourly wage rate and $6.85 hourly health benefit, which hourly rates are based upon the 2015 Schedule). (d) Plumbers: Journeyman Plumber ($22.25 hourly wage rate and 85.05 hourly health benefit); Plumbing Foreman ($31.94 hourly wage rate and $5.05 hourly health benefit); and Plumbing General Foreman ($34.79 hourly wage rate and $5.05 hourly health benefit, which hourly rates are based upon the 2015 Schedule). (ii) Contractors perfoiniing work in connection with the Project may employ the services of Apprentices in each of the above -listed labor classifications without regard to compliance with the staffing and other requirements set forth in Section 2-11.16 of the County Code and/or the Schedule. The Responsible Wage paid to such Apprentices shall comply with the rates published in the Schedule for the applicable category. Each Contractor shall include the same obligation to pay the Responsible Wages in all contracts and in all subcontracts for services entered into by such Contractors requiring workers within such classifications for the perfoiiiiance of the scope of work. Developer, either directly or through its General Contractor, shall further require each Contractor to stipulate and agree in each contract for services that they will pay the Responsible Wage. (iii) General Contractors shall be required to post a notice at prominent locations throughout the Property of the Responsible Wage Rates for such workers providing services within each of the classifications identified in Section 3.1.6(i) (the "Responsible Wage Notice"). The Responsible Wage Notice shall, at a minimum, advise workers of the Responsible Wage Rates, the person to contact to initiate a grievance, and the penalties for non- compliance. The form of the Responsible Wage Notice shall be subject to the approval of the Executive Director prior to the cortu-nencement of construction of the Project, which approval shall not be unreasonably conditioned or delayed. The General Contractor shall be responsible for posting updated Construction Wage Notice at prominent locations throughout the Property reflecting the new Responsible Wage Rates within ten (10) days of the issuance of a revised Schedule through Completion of Phase I and Phase II. Copies of each updated Responsible Wage Notice reflecting the new Responsible Wage Rates shall be provided to the Executive Director not more than ten (10) days after the issuance of the revised Schedule. 3.1.7 Construction Reports & Penalties. 14 # 46225883_0 3.1.7.1 Construction Reporting Requirements. During construction of each Phase, Developer shall 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 such Phase until thirty (30) days following Completion of such Phase, detailed reports with respect to compliance with the Subcontractor Participation Requirement during the prior quarter and overall with respect to such Phase; and (ii),on a monthly basis commencing thirty (30) days after the conunencement of construction of each Phase until thirty (30) days following Completion of such Phase, detailed reports with respect to compliance with the Laborer Participation Requirement and the Skilled Laborer Participation during the prior month with respect to such Phase (collectively the "Participation Reports"). The Developer and the Executive Director shall agree on the form of the Participation Reports and the required back-up information to be submitted as part of the Participation Reports prior to the conunencement of construction of the Project. The Participation Reports shall contain such information as the Executive Director may reasonably require for the Executive Director to determine whether the Developer is in compliance with the Subcontractor Participation Requirement, the Laborer Participation Requirement and the Skilled Laborer Participation Requirement with respect to such Phase. The Participation Reports with respect to each Phase must be certified as true and correct by the Developer. 3.1.7.2 Penalties for Non -Compliance with Subcontractor Participation Requirement with respect to each Phase. 3.1.7.2.1 To the extent Developer fails to comply with the Subcontractor Participation Requirement for such Phase with respect to Section 3.1.4(i)(a), Developer shall pay to the CRA as a penalty for such non-compliance: (a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point (1 %) below the Subcontractor Participation Requirement with respect to Section 3 .2.4(i)(a) for the first the five (5) percentage points below the Subcontractor Participation Requirement with respect to Section 3.2.4(i)(a); (b) Fifteen Thousand and No/100 Dollars ($15,000.00) thereafter for each percentage point (1%) below the first five (5) percentage points below the Subcontractor Participation Requirement with respect to Section 3.1.4(i)(a), thereafter for up to five (5) additional percentage points; and (c) Twenty Five Thousand and No/100 Dollars ($25,000.00) thereafter for each additional percentage point below the first ten (10) percentage points of the Subcontractor Participation Requirement with respect to Section 3.1.4(i)(a) (the "City Subcontractor Non -Compliance Funds"). 3.1.7.2.2 To the extent Developer fails to comply with the Subcontractor Participation Requirement for such Phase with respect to Section 3.1.4(i)(b), Developer shall pay to the CRA as a penalty for such non-compliance: (a) Seven Thousand Five Hundred and No/100 Dollars ($7,500.00) for each percentage point (1%) below the Subcontractor Participation Requirement with respect to Section 3.1.4(i)(b) for the first fifteen (15) percentage points below the Subcontractor Participation Requirement with respect to Section 3.1.4(i)(b); (b) Ten Thousand and No/100 Dollars ($10,000.00) thereafter for each percentage point (1%) below the first fifteen (15) percentage points below the Subcontractor Participation Requirement with respect to Section 3.1.4(i)(b) for up to fifteen (15) additional percentage points; and (c) Twelve Thousand Five Hundred and No/100 Dollars (S 12,500.00) thereafter for each additional percentage point below the first fifteen (15) percentage points of the Subcontractor Participation Requirement with respect to Section 3.1.4(i)(b) up to twenty (20) additional percentage points; and (d) Fifteen 15 #46225883_v3 Thousand and No/100 Dollars ($15,000.00) thereafter for each additional percentage point below the first fifty (50) percentage points of the Subcontractor Participation Requirement with respect to Section 3.1.4(i)(b) (the "County Subcontractor Non -Compliance Funds"). 3.1.7.2.3 The City Subcontractor Non -Compliance Funds and County Subcontractor Non -Compliance Funds shall be calculated by the Executive Director after Substantial Completion of each Phase and shall be due and payable within thirty (30) from the date of the Developer's receipt of written statement from the Executive Director stating the amount of the City Subcontractor Non -Compliance Funds and County Subcontractor Non -Compliance Funds, if any, are due with respect to such Phase. In the event of a dispute between the Executive Director and the Developer with respect to the compliance with the Subcontractor Participation Requirement with respect to such Phase, such dispute shall be submitted to the CRA Board for resolution if the Developer and the Executive Director are not able to resolve the dispute within thirty (30) days. The decision of the CRA Board shall be binding upon the parties. 3.1.7.3. Penalties for Non -Compliance with Laborer Participation Requirement with respect to each Phase. 3.1.7.3.1 To the extent Developer fails to comply with the Laborer Participation Requirement set forth in Section 3.1.2(i)(a) with respect to such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) Fifty Thousand and No/100 Dollars ($50,000.00) for each percentage point below the Labor Participation Requirement set forth in Section 3.1.2(i)(a) for the first two (2) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(a), and (b) Seventy Five Thousand and No/100 Dollars ($75,000.00) thereafter for each additional percentage point below the first two (2) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(a) (collectively, the "RA Laborer Non -Compliance Funds"). 3.1.7.3.2 To the extent Developer fails to comply with the Laborer Participation Requirement set forth in Section 3.1.2(i)(b) with respect to such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) Twenty Thousand and No/100 Dollars (S20,000.00) for each percentage point below the Laborer Participation Requirement set forth in Section 3.1.2(i)(b) for the first four (4) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(b), (b) Thirty Five Thousand and No/100 Dollars ($35,000.00) for each additional percentage point below the first four (4) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(b) (collectively, the "Overtown Laborer Non -Compliance Funds"). 3.1.7.3.3 To the extent Developer fails to comply with the Laborer Participation Requirement set forth in Section 3.1.2(i)(c) with respect to such Phase, Developer shall pay to the CRA as a penalty for such non-compliance of: (a) Three Thousand and Five Hundred and No/100 Dollars ($3,500.00) for each percentage point below the Laborer Participation Requirement set forth in Section 3.1.2(i)(c) for the first ten (10) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(c), (b) Five Thousand and No/100 Dollars (S5,000.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(c) 16 #46225883_v3 for up to ten (10) additional percentage points, and (c) Seven Thousand Five Hundred and No/100 Dollars ($7,500.00) thereafter for each additional percentage point below the first twenty (20) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(c) (collectively, the "City Targeted Areas Laborer Non -Compliance Funds"). 3.1.7.3.4 To the extent Developer fails to comply with the Laborer Participation Requirement set forth in Section 3.1.2(i)(d) with respect to such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) Three Thousand Five Hundrend and No/100 Dollars ($3,500.00) for each percentage point below the Laborer Participation Requirement set forth in Section 3.1.2(i)(d) for the first ten (10) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(d), (b) Five Thousand and No/100 Dollars ($5,000.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Laborer Participation Requirement set forth in Section 3 .1.2(i)(d) for up to ten (10) additional percentage points, and (c) Seven Thousand Five Hundred and No/100 Dollars ($7,500.00) thereafter for each additional percentage point below the first twenty (20) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(d) (collectively, the "City Laborer Non -Compliance Funds"). 3.1.7.3.5 To the extent Developer fails to comply with the Laborer Participation Requirement set forth in Section 3.1.2(i)(e) with respect to such Phase,. which specifies the minimum hiring requirements for laborers who reside in the City or in the County Targeted Areas, Developer shall pay to the CRA as a penalty for such non-compliance: (a) Three Thousand Five Hundred and No/100 Dollars ($3,500.00) for each percentage point below the Laborer Participation Requirement set forth in Section 3.1.2(i)(e) for the first ten (10) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(e), (b) Five Thousand and No/100 Dollars (S5,000.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(e) for up to ten (10) additional percentage points, (c) Seven Thousand Five Hundred and No/100 Dollars ($7,500.00) thereafter for each additional percentage point below the first twenty (20) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(e) for up to ten (10) additional percentage points, and (d) Ten Thousand and No/100 Dollars ($10,000.00) thereafter for each additional percentage point below the first thirty (30) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(e) (collectively, the "County Targeted Areas Laborer Non -Compliance Funds"). 3.1.7.3.6 To the extent Developer fails to comply with the Laborer Participation Requirement set forth in Section 3.1.2(i)(f) with respect to such Phase, 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 set forth in Section 3 .1.2(i)(f) for the first ten (10) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(f), (b) Ten Thousand and No/100 Dollars ($10,000.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(f) for up to ten (10) additional percentage points, (c) Twenty Thousand and No/100 Dollars ($20,000.00) thereafter for each additional percentage point below the first twenty (20) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(f) for up to twenty (20) additional percentage points, and (d) Thirty Thousand and No/100 Dollars ($30,000.00) 17 #46225883_v3 thereafter for each additional percentage point below the first forty (40) percentage points below the Laborer Participation Requirement set forth in Section 3.1.2(i)(f) (collectively, the "County Laborer Non -Compliance Funds"). 3.1.7.3.7 The Laborer Non -Compliance Funds shall be calculated by the Executive Director after Completion of such Phase and shall be due and payable within thirty (30) from the date of the Developer's receipt of written statement from the Executive Director stating the amount of the RA Laborer Non -Compliance Funds, the Overtown Laborer Non -Compliance Funds, the City Targeted Areas Laborer Non -Compliance Funds, the City Laborer Non -Compliance Funds, the County Targeted Areas Laborer Non -Compliance Funds, and the County Laborer Non -Compliance Funds, if any, are due with respect to such Phase. In the event of a dispute between the Executive Director and the Developer with respect to the compliance with the Laborer Participation Requirement with respect to such Phase, such dispute shall be submitted to the CRA Board for resolution if the Developer and the Executive Director are not able to resolve the dispute within thirty (30) days. The decision of the CRA Board shall be binding upon the parties. 3.1.7.4 Penalties for Non -Compliance with Skilled Laborer Participation Requirement with respect to each Phase. 3.1.7.4.1 To the extent Developer fails to comply with the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(a) with respect to such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) Twenty Thousand No/100 Dollars ($20,000.00) for each percentage point below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(a)for the first two (2) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(a), and (b) Thirty Thousand and No/100 Dollars ($30,000.00) thereafter for each additional percentage point below the first two (2) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(a) (collectively, the "RA Skilled Laborer Non -Compliance Funds"). 3.1.7.4.2 To the extent Developer fails to comply with the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(b) with respect to such Phase, 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 Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(b) for the first four (4) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(b), and (b) Eight Thousand and No/100 Dollars ($8,000.00) thereafter for each additional percentage point below the first four (4) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1 .3(i)(b) (collectively, the "Overtown Skilled Laborer Non -Compliance Funds"). 3.1.7.4.3 To the extent Developer fails to comply with the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(c) with respect to such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) One Thousand Five Hundred and No/100 Dollars ($1,500.00) for each percentage point below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(c) for the first ten (10) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(c), (b) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) thereafter for each additional percentage 18 #46225883_v3 point below the first ten (10) percentage points below the Skilled Laborer Participation Requirement for up to five (5) additional percentage points thereafter, and (c) Four Thousand and No/100 Dollars ($4,000.00) for each additional percentage point below the first fifteen (15) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(c) (collectively, the "City Targeted Areas Skilled Laborer Non -Compliance Funds"). 3.1.7.4.4 To the extent Developer fails to comply with the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(d) with respect to such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) One Thousand Five Hundred and No/ 100 Dollars ($1,500.00) for each percentage point below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(d) for the first ten (10) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3 (i)(d), (b) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(d) for up to the ten (10) additional percentage points thereafter, and (c) Five Thousand and No/100 Dollars (S5,000.00) thereafter for each additional percentage point below the first twenty (20) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(d) (collectively, the "City Skilled Laborer Non -Compliance Funds"). 3.1.7.4.5 To the extent Developer fails to comply with the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(e) with respect to such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) One Thousand Five Hundred and No/100 Dollars ($1,500.00) for each percentage point below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(e) for the first ten (10) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(e), (b) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(e) for up to ten (10) additional percentage points, (c) Four Thousand and No/100 Dollars (S4,000.00) thereafter for each additional percentage point below the first twenty (20) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(e) for up to ten (10) additional percentage points, and (d) Five Thousand and No/100 Dollars ($5,000.00) thereafter for each additional percentage point below the first thirty (30) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(e) (collectively, the "County Targeted Areas Skilled Laborer Non -Compliance Funds"). 3.1.7.4.6 To the extent Developer fails to comply with the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(f) with respect to such Phase, 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 Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(f) for the first ten (10) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(f), (b) Ten Thousand and No/100 Dollars (S10,000.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(f) for up to ten (10) additional percentage points, (c) Twelve Thousand Five Hundred and No/100 Dollars (512,500.00) thereafter for each additional percentage point below 19 #46225883 v3 the first twenty (20) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(f) for up to ten (10) additional percentage points, and (d) Fiteen Thousand and No/100 Dollars ($15,000.00) thereafter for each additional percentage point below the first thirty (30) percentage points below the Skilled Laborer Participation Requirement set forth in Section 3.1.3(i)(f) (collectively, the "County Skilled Laborer Non -Compliance Funds"). 3.1.7.4.7. The Skilled Laborer Non -Compliance Funds shall be calculated by the Executive Director after Completion of such Phase and shall be due and payable within thirty (30) from the date of the Developer's receipt of written statement from the Executive Director stating the amount of the RA Skilled Laborer Non -Compliance Funds, the Overtown Skilled Laborer Non -Compliance Funds, the CRA Targeted Areas Skilled Laborer Non -Compliance Funds, City Skilled Laborer Non -Compliance Funds, County Targeted Areas Skilled Laborer Non -Compliance Funds, and County Skilled Laborer Non -Compliance Funds, if any, are due with respect to such Phase. In the event of a dispute between the Executive Director and the Developer with respect to compliance with the Skilled Laborer Participation Requirement with respect to such Phase, such dispute shall be submitted to the CRA Board for resolution if not resolved by the Developer within thirty (30) days. The decision of the CRA Board shall be binding upon the parties. 3.1.8 Failure to Comply with Minimum Hourly Construction Wage Rate Requirement. In the event that any Contractor fails to pay the Minimum Hourly 'Construction Wage Rate to any worker working on the construction of the Project, and which failure is reported by such worker to the Executive Director, the Executive Director shall investigate the report and if the Executive Director, based upon his investigation confirms such non-compliance with the Minimum Hourly Construction, Wage Rate requirement, and that the error on the part of the Contractor was not a de ininimis miscalculation of the same, the Developer shall pay to the affected worker(s) as a penalty the Minimum Hourly Construction Wage Rate for every hour for which such worker was underpaid plus a twenty percent (20%) penalty (collectively the "Construction Wage Rate Penalty"). Developer shall not receive the benefit of any credit for hourly wage payments made to such worker that did not comply with the Minimum Hourly Construction Wage Rate requirement ("Erroneous Hourly Wage Payment"). By way of illustration, if a worker was paid an hourly rate of Ten and No/100 Dollars ($10.00) and no health benefits were provided for one (1) hour in lieu of the Minimum Hourly Construction Wage Rate, the Construction Wage Rate Penalty would be calculated as follows: Construction Wage Rate Penalty = [(Construction Labor Living Wage Rate * Total Hours Worked) * Penalty Rate] + Erroneous Hourly Wage Payment = [($14.46 *1 hour) * 1.2] + $10 = $27.35 Such Construction Wage Rate Penalty shall be due to the underpaid workers(s) within thirty (30) days after written demand from the Executive Director, Developer shall have the right to dispute such demand and the findings of the Executive Director. If the Executive Director and the Developer are not able to resolve their dispute within thirty (30) days the dispute shall be submitted to the CRA Board for determination which determination shall be binding on the parties. 20 #46225883_v3 The Construction Wage Rate Penalty is not intended to waive any workers rights to seek any and all available legal relief available under applicable law. In the event a worker is granted a monetary award against the Developer or its Contractor(s) in some other forum ("Monetary Award"), any Construction Wage Rate Penalty otherwise due and owing shall be reduced by the amount of any such Monetary Award previously paid to such worker. 3.1.9 Failure to Comply with Responsible Wage Requirement. In the event that any Contractor fails to pay the Responsible Wage to any worker working on the construction of the Project, and which failure is reported by such worker to the Executive Director, the Executive Director shall investigate the report and if the Executive Director, based upon his investigation confines such non-compliance with the Responsible Rate requirement, and that the error on the part of the Contractor was not a de mininiis miscalculation of the same, the Developer shall pay to the affected worker(s) as a penalty the Responsible Wage for every hour for which such worker was underpaid plus a twenty percent (20%) penalty (the "Responsible Wage Penalty"). Developer shall not receive the benefit of any credit for hourly wage payments made to such worker that did not comply with the Responsible Wage requirement ("Erroneous Responsible Wage Payment"). By way of illustration, if a worker was paid an hourly rate of Twenty and No/100 Dollars ($20.00) and no health benefits were provided for one (1) hour in lieu of the Responsible Wage of $26.30, the Responsible Wage Penalty would be calculated as follows: Responsible Wage Penalty = [(Responsible Wage * Total Hours Worked) * Penalty Rate] + Erroneous Responsible Wage Payment = [($26.30 * 1 hour) * 1.2] + = $51.56 20 Such Responsible Wage Penalty shall be due from the Developer to the underpaid workers(s) within thirty (30) days after written demand from the Executive Director. Developer shall have the right to dispute such demand and the findings of the Executive Director. If the Executive Director and the Developer are not able to resolve their dispute within thirty (30) days the dispute shall be submitted to the CRA Board from the Developer for determination which determination shall be binding on the parties. The Responsible Wage Penalty is not intended to waive a workers rights to seek any and all available legal relief available under applicable law. In the event a worker is granted a Monetary Award against the Developer or its Contractor(s) in some other forum, any Responsible Wage Penalty otherwise due and owing shall be reduced by the amount of any such Monetary Award previously paid to such worker. 3,1.10 Employment Advertisement & Notice. With respect to the construction of each Phase, Developer shall: (i) Require its General Contractor and all Subcontractors 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; 21 #46225883_v3 (ii) Require the General Contractor to place a full -page weekly advertisement in the Miami Times newspaper to infonn 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 of such Phase. This shall be in addition to any advertisements done through other job outreach websites, organizations, and efforts referenced hereinabove; and (iii) Require the General Contractor to place weekly radio commercials on WMBM and either Hot 105 or 99JAMZ to inform residents of available job opportunities and upcoming job fairs not less than thirty (30) days prior to and through the date of construction connnencement of such Phase. 3.1.11 Small Business Enterprise Program for Architecture, Engineering, Landscape Architecture, Surveying and Mapping Professions ("CBE-A/E") and Small Business Enterprise Program for Construction Services ("SBE-Construction Services") and Small Business Enterprise Goods and Services ("SBE-Goods and Services"). With respect to each Phase, Developer, or its General Contractor, shall: (i) Award to fines certified by the County as CBE-A/E not less than ten percent (10%) of the professional services agreements, calculated based upon the total dollar amounts paid to thins certified by the County as CBE-A/E and the total dollar amount paid under professional service agreements for soft costs, including, but not limited to, design, engineering, survey, inspection, job monitoring requirements, testing and legal (the "CBE-A/E Participation Requirement"); (ii) Require Contractors to Award to fines certified by the County as SBE-Construction Services fines not less than twenty percent (20%) of the contractual agreements, calculated based upon the total dollar amounts paid to firms certified by the County as SBE-Constructions Services finn and the total dollar amount paid for construction -related materials, supplies and fixtures (the "SBE-Construction Services Requirement"); and (iii) Require Contractors to Award to firms certified by the County as SBE-Goods and Services fines not less than twenty percent (20%) of the contractual agreements, calculated based upon the total dollar amounts paid to firms certified by the County as SBE-Goods and Services and the total dollar amount paid for goods and services "SBE-Goods and Services Requirement"). The Executive Director, in his sole discretion, may qualify fines presented to him/her by the Developer that possess the requisite licensing, professional qualifications, and experience to perfoiiii services in the above -listed CBE or SBE categories, but fail to meet one or more of the licensing requirements necessary to receive either a CBE or SBE designation from the County which fitiiis shall be included in the calculations above. (iv) Compliance with the above requirements for each category shall be measured based upon the total number of all subcontracts awarded to Subcontractors whose Principal Place of Business is within the applicable tier and the total number of subcontracts awarded in each category. 22 #46225883_v3 (v) To the extent Developer fails to comply with the CBE-A/E Participation Requirement for such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) One Thousand and No/100 Dollars ($1,000.00) for each one half percentage point (0.5%) below the CBE-A/E Participation Requirement for the first two and one-half percentage points below the CBE-A/E Participation Requirement; and (b) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) for each additional percentage point below the first two and one-half percentage points of the CBE-A/E Participation Requirement ("CBE-A/E Non - Compliance Funds"). (vi) To the extent Developer fails to comply with the SBE- Construction Services Requirement for such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) One Thousand and No/100 Dollars for each percentage point (1.0%) below the SBE-Construction Services Requirement Participation Requirement for the first five percentage points below the SBE-Construction Services Requirement; and (b) Two Thousand and No/100 Dollars ($2,000.00) for each percentage point below the first five percentage points of the SBE-Construction Services Requirement (the "SBE-Construction Services Non -Compliance Funds"). (vii) To the extent Developer fails to comply with the SBE-Good and Services Requirement for such Phase, Developer shall pay to the CRA as a penalty for such non-compliance: (a) One Thousand and No/100 Dollars for each percentage point (1.0%) below the CBE -Goods and Services Requirement for the first five percentage points below the SBE-Goods and Services Requirement; and (b) Two Thousand and No/100 Dollars ($2,000.00) for each percentage point below the first five percentage points of the SBE-Goods and Services Requirement (the "SBE-Goods and Services Non -Compliance Funds"). (viii) The CBE-A/E Non -Compliance Funds, the SBE- Construction Services Non -Compliance Funds and the SBE-Goods and Services Non -Compliance Funds shall be calculated by the Executive Director after Completion of such Phase and shall be due and payable within thirty (30) from the date of the Developer's receipt of written statement from the Executive Director stating the amount of the CBE-A/E Non -Compliance Funds, the SBE- Construction Services Non -Compliance Funds and the SBE-Goods and Services Non -Compliance Funds, if any, are due with respect to such Phase. In the event of a dispute between the Executive Director and the Developer with respect to compliance with the CBE-A/E Participation Requirement, the SBE-Construction Services Requirement and the SBE-Goods and Services Requirement with respect to such Phase, such dispute shall be submitted to the CRA Board for resolution if not resolved by the Developer within thirty (30) days. 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 to the CRA pursuant to Section 3.1.11 with respect to such Phase. 3.1.12 Small General Contractor Program. Developer shall require its General Contractor to joint venture with a general contractor approved by the Executive Director to provide certain key general conditions items such as scheduling, estimating, blueprinting, office fit -outs, and field office set-ups. 23 #46225883_v3 3.2 Commitments During Operations. Following Substantial Completion of the Project, Developer shall comply with the following requirements: 3.2.1 Enhanced Minimum Wage & Benefits. Developer, including any affiliate or agents of the Developer and any third -party operating a business physically located within the Project, shall pay each employee employed at the Project a minimum hourly wage of not less than Ten and No/100 Dollars ($10.00) per hour and paid hourly benefits of equivalent to not less than Four and 63/100 Dollars ($4.63) per hour (the "Enhanced Permanent Wage") which Enhanced Pennanent Wage shall be adjusted annually on January 1 of each year after the Effective Date to reflect changes in the Consumer Price Index over the previous year. 3.2.2 Developer shall be required to post notices at prominent locations throughout non-public portions of the Project, such as employee break rooms and other service areas, advising employees of the Enhanced Permanent Wage (the "Enhanced Permanent Wage Notice"). The Enhanced Permanent Wage Notice shall at minimum advise Project employees of the Enhanced Permanent Wage, the person to contact in the event of a grievance, and applicable penalties for non-compliance. The form of the Enhanced Wage Notice shall be subject to the approval of the Executive Director prior to the commencement of construction of the Project, which approval shall not be unreasonably conditioned or delayed. Developer shall be responsible for posting updated Enhanced Pennanent Wage Notice annually each January 1st at prominent locations throughout non-public portions of the Project, such as employee break rooms and other service areas, advising employees of changes in the Enhanced Petiinanent Wage once adjusted annually to reflect changes in the Consumer Price Index over the prior year. Developer shall provide the updated Enhanced Pennanent Wage Notice reflecting the new Enhanced Pennanent Wage to the Executive Director within ten (10) days of each annual revision. 3.2.3 Failure to Comply with Enhanced Peiiiianent Wage Requirement During Operations. In the event Developer or any affiliates or agents of the Developer and any third -party operating a business physically located within the Project fails to pay the Enhanced Permanent Wage to any employee of the Project, which failure to pay is reported to the Executive Director by the employee(s), the Executive Director shall investigate the report and if the Executive Director, based upon his investigation confines such non-compliance with the Enhanced Permanent Wage requirement, and that the error on the part of the Developer was not a de minimis miscalculation of the same, the Developer shall pay to the employee(s) as a penalty the Enhanced Pennanent Wage for every hour for which the employee was underpaid, plus a twenty percent (20%) penalty (the "Enhanced Pennanent Wage Penalty"). Developer shall not receive the benefit of any credit for hourly wage payments made to such employee that did not comply with the Enhanced Pennanent Wage requirement ("Erroneous Pennanent Wage Payment"). By way of illustration, if an employee was paid by Developer an hourly rate and benefits totaling of Ten and No/100 Dollars ($10.00) per hours and not provided any benefits for one (1) hour in lieu of the Enhanced Pennanent Wage, the Enhanced Permanent Wage Penalty would be calculated as follows: 24 #46225883_v3 Enhanced Permanent Wage Penalty = [(Enhanced Wage Rate * Total Hours Worked Daily) * Penalty Rate] + Erroneous Permanent Wage Payment = [($14.63 * 1 hour) * 1.2] + $10.00 = $27.56 Such Enhanced Permanent Wage Penalty shall be due from the Developer to the underpaid employee(s) within thirty (30) days after written demand from the Executive Director. Developer shall have the right to dispute such demand and the findings of the Executive Director. If the Executive Director and the Developer are not able to resolve their dispute within thirty (30) days the dispute shall be submitted to the CRA Board from the Developer for determination, which determination shall be binding on the parties. The Enhanced Permanent Wage Penalty is not intended to waive an employee's rights to seek any and all available legal relief available under applicable law. In the event an employee is granted a Monetary Award against the Developer or its affiliates in some other forum, any Enhanced Permanent Wage Penalty otherwise due and owing shall be reduced by the amount of any such Monetary Award, previously paid to such employee. 3.2.4 Full -Tune Hiring Requirement. Developer shall require work performed by Full -Time Employees in connection with the operation of the Project to be performed by individuals who reside within the County. This requirement shall be deem satisfied if the Full -Tune Employees working in connection with the operation of the Project satisfy the following requirements (the "Full -Time Employee Participation Requirement"): i. Not less than ten percent (10%) of the Full -Time Employees working at the Project are City residents living within the Redevelopment Area; ii. Not less than twenty percent (20%) of the Full -Time Employees working at the Project are City residents living within the Redevelopment Area or in the Overtown community; iii. Not less than thirty percent (30%) of the Full -Time Employees working at the Project are City residents living within the City Targeted Areas; iv. Not less than forty percent (40%) of the Full -Time Employees working at the Project are residents of the City; v. Not less than fifty-five percent (55%) of Project the Full -Time Employees working at the Project are residents of the County living within the City or in the County Targeted Areas; and vi. Not less than seventy percent (70%) of the Full -Time Employees working at the Project are residents of the County. Compliance with the Full -Time Employee Participation Requirement shall be calculated annually based upon the total number of days worked by Full -Time Employees in the respective categories 25 #46225883;v3 (i.e., subsections (i) — (vi)) and the total number of work days work by all Full -Time Employees calculated on a calendar year basis. The place of residence shall be determined as of January 1 of each year. Full -Time Employees who on their original hire date were residents of the Redevelopment Area, Overtown or the City Targeted Areas and following the commencement of their employment at the Project establish their personal residence outside such aforementioned areas shall, for purposes of satisfying the Full -Time Employee Participation Requirement, retain their original characterization as residents of the Redevelopment Area, Overtown, or City Targeted Areas for a period of not more than three (3) years following the date of the said Full -Time Employees' move upon submittal of documentation confirming residence within the Redevelopment Area, Overtown or City Targeted Areas for a period of not less than one (1) year prior to the commencement of their employment at the Project. The Full -Time Employee Participation Requirement shall not be deemed or construed to require the hiring of Full -Time Employees who do not comply with hiring requirements, including mandatory drug testing; however, neither Developer not its agents shall solicit from prospective employees infoimlation regarding their past criminal record at the time of initial application and any evidence of past criminal acts committed by such prospective employee of which the Developer or its agents becomes apprised thereafter shall not serve to automatically disqualify such prospective employee from employment at the Project, but shall be considered on a case -by -case basis in accordance with the standards set forth in Exhibit "E". Any aforementioned hiring requirements of the Developer shall not relieve the Developer from its obligation to comply with the Full -Tune Employee Participation Requirement. 3.2.5 Part -Time Hiring Requirement. Developer shall require work performed by Part -Time Employees in connection with the operation of the Project to be performed by individuals who reside within the County. This requirement shall be deemed satisfied if Part -Time Employees working in connection with the operation of the Project satisfy the following requirements (the "Part -Time Employee Participation Requirement"): i. Not less than ten percent (10%) of the Part -Time Employees working at the Project are City residents living within the Redevelopment Area; ii. Not less than twenty percent (20%) of the Part -Time Employees working at the Project are City residents living within the Redevelopment Area or in the Overtown community; iii. Not less than thirty percent (30%) of the Part -Time Employees working at the Project are City residents living within the City Targeted Areas; iv. Not less than forty percent (40%) of the Part -Time Employees working at the Project are residents of the City; v. Not less than fifty-five percent (55%) of Project the Part -Time Employees working at the Project are residents of the County living within the City or in the County Targeted Areas; and vi. Not less than seventy percent (70%) of the Part -Time Employees working at the Project are residents of the County. 26 #46225883 v3 Compliance with the Part -Time Employee Participation Requirement shall be calculated annually based upon the total number of hours worked by Part -Time Employees in each of the respective categories (i.e., subsections (i) — (vi)) and the total number of hours worked by all Part -Time Employees at the Project. The place of residence shall be determined as of January 1 of each year. Part -Time Employees who on their original hire date were residents of either the Redevelopment Area, Overtown or the City Targeted Areas and following commencement of their employment at the Project establish their personal residence outside such aforementioned areas shall, for purposes of satisfying the Part -Time Employment Participation Requirement, retain their original characterization as a resident of either the Redevelopment Area, Overtown or City Targeted Areas for a period of not more than three (3) years following the date of said Part -Time Employees' move upon submittal of documentation confirming residence within the Redevelopment Area, Overtown or City Targeted Areas for a period of not less than one (1) year prior to the commencement of their employment at the Project. The Part -Time Employee Participation Requirement shall not be deemed or construed to require the hiring of Part -Time Employees who do not comply with the hiring requirements, including mandatory drug testing; however, neither the Developer or its agents shall solicit from prospective employees infonnation regarding their past criminal record at the time of initial application and any evidence of past criminal acts committed by such prospective employee of which the Developer or its agents become apprised thereafter shall not automatically disqualify such prospective employee from employment at the Project, but shall be considered on a case -by -case basis in accordance with the standards set forth in Exhibit "E". Any aforementioned hiring requirements of the Developer shall not relieve the Developer from its obligation to comply with the Part -Time Employee Participation Requirement. 3.2.6 Annual Penalties for Non -Compliance with Full -Tune Employee Participation Requirement. 3.2.6.1 To the extent Developer fails to comply with the applicable Full -Time Employee Participation Requirement set forth in Section 3.2.4(i) on a calendar year basis, 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 Full -Time Employee Participation Requirement set forth in Section 3.2.4(i) for the first five (5) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(i), and (b) Ten Thousand and No/100 Dollars ($10,000.00) thereafter for each additional percentage point below the first five (5) percentage points below the Full -Tune Employee Participation Requirement set forth in Section 3.2.4(i) (collectively, the "RA Full -Time Employee Non -Compliance Funds"). 3.2.6.2 To the extent Developer fails to comply with the applicable Full -Time Employee Participation Requirement set forth in Section 3.2.4(ii), calculated on a calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) Two Thousand Two Hundred Fifty and No/100 Dollars ($2,250.00) for each percentage point below the Full -Tune Employee Participation Requirement set forth in Section 3.2.4(ii) for the first five (5) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(ii), (b) Three Thousand and No/100 Dollars ($3,000.00) thereafter for each additional percentage point below the first five (5) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3 .2.4(ii) for up to ten (10) additional percentage points thereafter, (c) Four Thousand and No/100 Dollars ($4,000.00) thereafter for each percentage point below the first fifteen (15) percentage points of the Full -Time Employee 27 #46225883_v3 Participation Requirement set forth in Section 3.2.4(ii) (collectively, the "Overtown Full -Time Employee Non -Compliance Funds"). 3.2.6.3 To the extent Developer fails to comply with the Full -Tune Employee Participation Requirement set forth in Section 3.2.4(iii), calculated on a calendar year basis Developer shall pay to the CRA as a penalty for such non-compliance (a) One Thousand Two Hundred Fifty and No/100 Dollars ($1,250.00) for each percentage point below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(iii) for the first ten (10) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(iii), (b) One Thousand Seven Hundred Fifty and No/100 Dollars ($1,750.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3 .2.4(iii) for up to the next ten (10) additional percentage points thereafter, (c) Three Thousand and No/100 Dollars ($3,000.00) thereafter for each percentage point below the first twenty (20) percentage points of the Full -Time Employee Participation Requirement set forth in Section 3.2.4(iii) (collectively, the "City Targeted Areas Full -Time Employee Non -Compliance Funds"). 3.2.6.4 To the extent Developer fails to comply with the Full -Time Employee Participation Requirement set forth in Section 3.2.4(iv), calculated on a calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) One Thousand Five Hundred and No/100 Dollars ($1,500.00) for each percentage point below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(iv) for the first ten (10) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(iv), (b) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Full -Tune Employee Participation Requirement set forth in Section 3.2.4(iv) for up to the next ten (10) additional percentage points thereafter, (c) Three Thousand Five Hundred and No/100 Dollars ($3,500.00) thereafter for each percentage point below the first twenty (20) percentage points of the Full -Time Employee Participation Requirement set forth in Section 3.2.4(iv) (collectively, the "City Full - Time Employee Non -Compliance Funds"). 3.2.6.5 To the extent Developer fails to comply with the Full -Time Employee Participation Requirement set forth in Section 3.2.4(v), calculated on a calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) One Thousand Five Hundred and No/100 Dollars (S1,500.00) for each percentage point below the Full -Tune Employee Participation Requirement set forth in Section 3.2.4(v) for the first ten (10) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(v), (b) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(v) for up to the next ten (10) additional percentage points, (c) Three Thousand and No/100 Dollars (S3,000.00) thereafter for each percentage point below the first twenty (20) percentage points of the Full -Time Employee Participation Requirement set forth in Section 3.2.4(v) for up to the next ten (10) percentage points, and (d) Four Thousand Five Hundred ($4,500.00) thereafter for each percentage point below the first thirty (30) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(v) (collectively, the "County Target Areas Full -Time Employee Non - Compliance Funds"). 28 #46225883_v3 3.2.6.6 To the extent Developer fails to comply with the Full -Time Employee Participation Requirement set forth in Section 3.2.4(vi), calculated on a calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) for each percentage point below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(vi) for the first ten (10) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3 .2.4(vi), (b) Five Thousand and No/100 Dollars ($5,000.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Full -Time Employee Participation Requirement set forth in Section 3.2.4(vi) for up to the next twenty (20) additional percentage points, (c) Seven Thousand Five Hundred and No/100 Dollars (S7,500.00) for each percentage point below the first thirty (30) percentage points of the Full -Time Employee Participation Requirement set forth in Section 3.2.4(vi) for up to the next twenty (20) percentage points thereafter, and (d) Ten Thousand ($10,000.00) thereafter for each percentage point below the first fifty (50) percentage points of the Full -Time Employee Participation Requirement set forth in Section 3.2.4(vi) (collectively, the "County Full -Time Employee Non -Compliance Funds"). 3.2.6.7 The Full -Time Employee Participation Requirement shall initially be calculated by Developer on January 1st following the anniversary of Project's opening for business to the general public, and each year thereafter, for the prior calendar year. Evidence of Developer's compliance with the Full -Time Employee Participation Requirement shall be calculated by the Developer and submitted to the Executive Director with the appropriate backup documentation for review on or before March 1st of each year for the prior calendar year starting with the first full calendar year after the Project is open for business to the public. The first payment of any amount due pursuant this Section 3.2.6 shall be paid by the Developer following the second anniversary of the Project's opening for business to the general public and accompany the submission of the report to the Executive Director which shall include a breakdown of the amount of the RA Full -Time Non -Compliance Funds, Overtown Full -Time Non -Compliance Funds, City Targeted Areas Full -Time Non -Compliance Funds, City Full -Time Non -Compliance Funds, County Targeted Areas Full -Time Non -Compliance Funds, and County Full -Time Non - Compliance Funds, if any, due. All required reports and payments shall be due on or before March 1st of each succeeding year. The calculation by the Developer of the amount due shall be subject to audit by the Executive Director. If any additional amount is determined to be due by the Executive Director same shall be due within thirty (30) days of demand. In the event of a dispute between the Executive Director and the Developer with respect to compliance with the Full -Time Employee Participation Requirement, which is not resolved between the Developer and the Executive Director within thirty (30) days, such dispute shall be submitted to the CRA Board for resolution. 3.2.7 Annual Penalties for Non -Compliance with the Part -Time Employee Participation Requirement. 3.2.7.1 To the extent Developer fails to comply with the applicable Part -Time Employee Participation Requirement set forth in Section 3.2.5(i) calculated on a calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) Three Thousand and No/100 Dollars ($3,000.00) for each percentage point below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(i) for the first five (5) percentage points below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(i), and 29 #46225883_v3 (b) Five Thousand and No/100 Dollars ($5,000.00) thereafter for each additional percentage point below the first five (5) percentage points below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(i) (collectively, the "RA Part -Time Employee Non - Compliance Funds"). 3.2.7.2 To the extent Developer fails to comply with the applicable Part -Time Employee Participation Requirement set forth in Section 3.2.5(i), calculated on a calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) for each percentage point below the Part - Time Employee Participation Requirement set forth in Section 3.2.5(ii) for the first five (5) percentage points below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(ii), (b) Three Thousand Five Hundred and No/100 Dollars ($3,500.00) thereafter for each additional percentage point below the first five (5) percentage points below the Part -Tune Employee Participation Requirement set forth in Section 3.2,5(ii) for up to ten (10) additional percentage points thereafter, (c) Five Thousand and No/100 Dollars ($5,000.00) thereafter for each percentage point below the first fifteen (15) percentage points of the Part -Time Employee Participation Requirement (collectively, the "Overtown Part -Time Employee Non -Compliance Funds"). 3.2.7.3 To the extent Developer fails to comply with the Part -Time Employee Participation Requirement set forth in Section 3.2.5(iii), calculated on a calendar year basis Developer shall pay to the CRA as a penalty for such non-compliance (a) Six Hundred Twenty Five and No/100 Dollars ($625.00) for each percentage point below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(iii) for the first ten (10) percentage points below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(iii), (b) Eight Hundred Seventy Five and No/100 Dollars ($875.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(iii) for up to the next ten (10) additional percentage points thereafter, (c) One Thousand Five Hundred Fifty and No/100 Dollars ($1,550.00) thereafter for each percentage point below the first twenty (20) percentage points of the Part -Time Employee Participation Requirement set forth in Section 3.2.5(iii) (collectively, the "City Targeted Areas Part -Time Employee Non -Compliance Funds"). 3.2.7.4 To the extent Developer fails to comply with the Part -Tune Employee Participation Requirement set forth in Section 3.2.5(iv), calculated on a calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) Seven Hundred Fifty and No/100 Dollars ($750.00) for each percentage point below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(iv) for the first ten (10) percentage points below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(iv), (b) One Thousand Two Hundred Fifty and No/100 Dollars ($1,250.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(iv) utilizing for up to the next ten (10) additional percentage points thereafter, (c) One Thousand Seven Hundred Fifty and No/100 Dollars ($1,750.00) thereafter for each percentage point below the first twenty (20) percentage points of the Part -Time Employee Participation Requirement set forth in Section 3.2.5(iv) (collectively, the "City Part -Tune Employee Non -Compliance Funds"). 30 #46225883_v3 3.2.7.5 To the extent Developer fails to comply with the Part -Time Employee Participation Requirement set forth in Section 3.2.5(v), calculated on a calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) Seven Hundred Fifty and No/100 Dollars (S750.00) for each percentage point below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(v) for the first ten (10) percentage points below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(v), (b) One Thousand One Hundred Twenty -Five and No/100 Dollars ($1,125.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(v) for up to the next ten (10) additional percentage points, (c) One Thousand Five Hundred and No/100 Dollars (S 1,500.00) thereafter for each percentage point below the first twenty (20) percentage points of the Part -Time Employee Participation Requirement set forth in Section 3.2.5(v) for up to the next ten (10) percentage points, and (d) Two Thousand Two Hundred Fifty and No/100 Dollars ($2,250.00) thereafter for each percentage point below the first thirty (30) percentage points below the Part - Time Employee Participation Requirement set forth in Section 3.2.5(v) (collectively, the "County Target Areas Part -Time Employee Non -Compliance Funds"). 3.2.7.6 To the extent Developer fails to comply with the Part -Time Employee Participation Requirement set forth in Section 3.2.5(vi), calculated on a calendar year basis, Developer shall pay to the CRA as a penalty for such non-compliance (a) One Thousand and No/100 Dollars ($1,000.00) for each percentage point below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(vi) for the first ten (10) percentage points below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(vi), (b) One Thousand Two Hundred Fifty and No/100 Dollars ($1,250.00) thereafter for each additional percentage point below the first ten (10) percentage points below the Part -Time Employee Participation Requirement set forth in Section 3.2.5(vi) for up to the next twenty (20) additional percentage points, (c) One Thousand Seven Hundred Fifty and No/100 Dollars ($1,750.00) for each percentage point below the first thirty (30) percentage points of the Part -Time Employee Participation Requirement set forth in Section 3.2.5(vi) for up to the next twenty (20) percentage points thereafter, and (d) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) thereafter for each percentage point below the first fifty (50) percentage points of the Part -Time Employee Participation Requirement set forth in Section 3.2.5(vi) (collectively, the "County Part -Time Employee Non -Compliance Funds"). 3.2.7.7 The Part -Time Employee Participation Requirement shall initially be calculated by the Developer on January lst following the anniversary of the Project's opening to the general public, and each year thereafter, for the prior calendar year. Evidence of Developer's compliance with the Part -Time Employee Participation Requirement shall be calculated by the Developer and submitted to the Executive Director with the appropriate backup documentation for review on or before March 1st of each year for the prior calendar year starting with the first full calendar year after the Project is open for business to the public. The first payment of any amount due pursuant to this Section 3.2.7 shall be paid by the Developer following the second anniversary of the Project's opening for business to the general public and accompany the submission of the report to the Executive Director which shall include a breakdown of the amount of the RA Part -Time Non -Compliance Funds, Overtown Part -Time Non -Compliance Funds, City Targeted Areas Part -Time Non -Compliance Funds, City Part -Time Non -Compliance Funds, County Targeted Areas Part -Time Non -Compliance Funds, and County Part-Tiine Non- 31 #46225883 v3 Compliance Funds, if any, due. All required reports and payments thereafter shall be due on or before March 1 st of each succeeding year. The calculation by the Developer of the amount due shall be subject to audit by the Executive Director. If any additional amount is determined to be due by the Executive Director, same shall be due within thirty (30) days of demand. In the event of a dispute between the Executive Director and the Developer with respect to compliance with the Part -Time Employee Participation Requirement, which is not resolved between the Developer and the Executive Director within thirty (30) days, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding upon the parties. 3.2.8 Cornrnunity Support, Job Training, & Career Development Partnerships. Developer shall execute an M.O.U. with the following organizations for the purposes outlined herein below: 3.2.8.1 CRA-Sponsored Hospitality & Culinary Institute. Developer shall provide annual financial support in the amount of One Hundred Thousand and No/100 Dollars ($100,000.00) (the "Annual Workforce Training Contribution") to a hospitality and culinary institute sponsored by the CRA (the "Institute"). The Annual Workforce Training Contribution shall be increase annually by one -and -one half percent (1.5%) through the Tenn of the Agreement. The Institute shall be incorporated as a non-profit corporation under s. 501(c)(3) of the Internal Revenue Code for the purposes of: (i) training residents of the Redevelopment Area, Overtown, and other targeted areas of the community for employment opportunities within the hospitality sector; (ii) coordinate the delivery of training for future Developer employees, among others; and (iii) coordinating linkages between the Institute and Developer for purposes of employing Institute graduates. Developer's obligation to remit the Annual Workforce Training Contribution to the CRA shall commence upon the Effective Date of this Agreement and subsequent Annual Workforce Training Contribution payments shall be due and owing each year thereafter on the anniversary of the Effective Date. The CRA shall only use the Annual Workforce Training Contribution to support the Institute. Developer further agrees that it shall afford graduates of the Institute preference over non -Institute graduates with respect to opportunities for interviews and hiring for future employment opportunities for positions for which the Institute provides training when related employment opportunities become available at the Project. With regard to the aforementioned hiring preference for Institute graduates, such preference shall not apply where an equally qualified, non -Institute graduate, that is resident of the Redevelopment Area, Overtown, City Targeted Areas, and/or City, is competing for the same employment opportunity as an Institute graduate. 3.2.8.2 Miami -Dade College Hospitality Institute. Developer or its affiliate, MDM Development, LLC ("MDM") has executed a M.O.U. with MDC to: (i) support the activities of the MDC Hospitality & Culinary Institutes (the "Hospitality Program"); (ii) coordinate the delivery of training for future Developer employees; and (iii) to coordinate linkages between MDC and Developer for the purposes of hiring Hospitality Program graduates. A copy of the M.O.U. with MDC is attached hereto and made part hereof as Exhibit "F": 3.2.8,3 CareerSource South Florida. Developer or its affiliate, MDM, is finalizing a M.O.U. with SFWIB for purposes of: (i) establishing a referral network for employment opportunities at both existing Developer -affiliated hotels and the Project; and (ii) to secure from SFWIB a funding commitment to underwrite training for future Project employees 32 #46225883_v3 with SFWIB and other local training programs which M.O.U. with SFWIB shall be substantially in the form attached hereto and made a part hereof as Exhibit "G". 3.2.8.4 Miami -Dade County Public Schools. Developer or its affiliate, MDM, has executed an M.O.U. with MDCPS for the purposes of: (i) supporting the activities of the MDCPS Career Academies in Hospitality & Tourism, Engineering &Technology, Finance, and Transportation, Distribution & Logistics at high schools located within the City; and (ii) establishment of an academic year and surruner internship that will provide paid internships to not less than thirty (30) MDCPS students. A copy of the executed M.O.U. with MDCPS is attached hereto and made a part hereof as Exhibit "H". 3.2.8.5 Goodwill of South Florida, Inc. Developer has executed a letter of intent with Goodwill for purposes of formalizing Developer's intent to contract with Goodwill for, among other services, the provision of laundry and linen service for the Project at an estimated annual load of 10 million pounds, which agreement will double the current workforce at Goodwill's laundry facility located in Liberty City. A copy of the letter of intent with Goodwill is attached hereto and made a part hereof as Exhibit "I". 3.2.9 Vendor and Local Business Opportunities. With regard to local business opportunities and vendor opportunities, MDM shall agree to the following: 3.2.9.1 Partnerships with Local Community Organizations. Developer shall work with local community organizations including, but not limited to, the Miami - Dade Branch of the National Association for the Advancement of Colored People ("N.A.A.C.P.") and the Miami -Dade Chamber of Commerce ("MDCC"), to: (i) inventory opportunities for local vendors to support the Project's operations; (ii) identify local vendors with capacity to service such Project opportunities; (iii) support and market training programs designed to increase the capacity of local vendors interested in servicing Project opportunities; and (iv) identify, market, or create, as necessary, programs to provide financial assistance to local minority vendors interested in servicing Project opportunities. Developer shall execute memorandums of understanding, in substantially the attached fonn contained in Exhibit "J", with the N.A.A.C.P., MDCC, and other organizations, as necessary, to accomplish the aforementioned goals. 3.2.9.2 Development of Local, Minority Vendor Program. The CRA shall select and retain the services of qualified, local minority firm to assist it with the development of a vendor program. Developer shall reimburse the CRA, on a quarterly basis, for the costs incurred by the CRA to retain the local minority firm, which reimbursements paid to the CRA shall not exceed One Hundred Thousand and No/100 Dollars (S100,000.00) during any calendar year, inclusive of all reimbursable costs incurred during such calendar year for a period of three (3) years. The fii lr retained by the CRA will coordinate with and, at a minimum, assist Developer with the following tasks: (i) development of a database of small, minority construction fines; (ii) inventory vendor opportunities for small and minority -owned fines; (iii) development of a database of small and minority -owned firms that can potentially service the Project; and (iv) collaborate with local, non-profit organizations, like the MDCC and N.A.A.C.P., to market vendor opportunities directly to potential vendor and/or through vendor fairs. Such vendor opportunities at the Project shall include, in additional to those opportunities listed in Exhibit "K": (i) the provision of rental car or private car services to hotel patrons at the Project; (ii) delivery of valet 33 #4622588323 services to hotel and convention center guests at the Project; (iii) janitorial services for the Project; (iv) landscaping services for the Project; (v) dry-cleaning services to hotel patrons at the Project; and (vi) business center services to conventioneers and meeting planners at the Project. The Developer acknowledges that there may be one or more local minority firm(s) retained by the CRA during the teen of this Agreement to provide the services contemplated by this Section 3.2.9.2, but under no circumstances shall the Developer's obligations under this Section 3.2.9.2 exceed One Hundred Thousand and No/100 Dollars ($100,000.00) during any calendar year. 3.2.9.3 Vendor & Local Business Opportunity Fairs. Developer, in conjunction with local community partners and with the CRA, shall convene not less than two vendor and local business opportunity fairs in the year immediately preceding Substantial Completion of Phase I, with the first of such fairs occurring not less than six (6) months prior to Substantial Completion of Phase I, for the purpose of sharing with local vendors and entrepreneurs information regarding: (i) opportunities to directly contract with Developer to provide direct services or product to the Project once operational; and (ii) opportunities for local entrepreneurs to provide services to patrons of the Project, either on -site through a Developer referral program or off -site within the Redevelopment Area, Overtown, or other Targeted Areas. 3.2.9.4 Direct Vendor Development Program. Developer will work with CRA, and One United Bank or another financial institution that is mutually acceptable the Developer and CRA, to create a program to support not less than five (5) small, disadvantaged, and/or women -owned business entities in contracting directly with Developer or an agent designated by the Developer for the provision of goods or services to the Project once Phase I is operational. Developer covenants and agrees to retain not less than five (5) small, disadvantaged, and/or women -owned business entities contracting directly with the Developer or an agent designated by the Developer for the provision of good or services to the Project, at all times, once Phase I of the Project is operational having an aggregate annual value of not less than One Million_ and No/100 Dollars (S1,000,000.00) (the "Vendor Requirement"). Should Developer not comply with the Vendor Requirement during any calendar year after Phase I is operational, the CRA shall reduce the Incentive Payments payable to the Developer for such calendar year by an amount equal to one percent (1 %) of the Incremental TIF which would be payable to the Developer for such calendar year. 3.3 Compliance Monitoring Contract. 3.3.1 Prior to the issuance of any construction permits for the Project, an SBE-Construction Services certified fine shall be selected and retained by the CRA to review the Participation Reports submitted by the Developer and audit the same, as well as audit Developer's compliance with the community benefits, hiring, wage, and procurement requirements of this Agreement. 3.3.2 The proposed scope of services to be provided by the selected SBE Construction Services certified fine (or such flan with equivalent experience as determined by the Executive Director) under the Compliance Monitoring Contract is attached hereto as Exhibit "L". 3.3.3 The Developer shall reimburse the CRA on a quarterly basis for the costs incurred by the CRA under the Compliance Monitoring Contract, which reimbursements 34 #46225883_v3 paid to the CRA shall not exceed One Hundred Thousand and No/100 Dollars ($100,000.00) during any calendar year inclusive of all reimbursable costs incurred under the Compliance Monitoring Contract. The initial Compliance Monitoring Contract shall commence upon the earlier to occur of (i) thirty (30) days prior to the conunencement of construction of the Project or (ii) within ten (10) days of this issuance of any constructionpennits for the Project. The Developer shall reimburse the CRA for such Compliance Monitoring Costs on a quarterly basis for such compliance monitoring costs incurred up to the amount of the aforementioned cap in any single calendar year. The Developer acknowledges that there may be one or more Compliance Monitoring Contract(s) with different SBE-Construction Services certified fines during the tern of this Agreement but under no circumstances shall Developer's obligations under this Section 3.3.3 exceed One Hundred Thousand and No/100 Dollars ($100,000.00) during any calendar year. 4. DEVELOPMENT OF PROJECT & PROJECT INCREMENTAL TIF. 4.1 Development of Project. Developer represents that the Project shall be constructed in two phases as more fully described in Exhibit "B". Developer further anticipates that the assessed value of the Project once completed will equal approximately Five Hundred and Twenty -Five Million and No/100 Dollars ($525,000,000.00) (the "Anticipated Development Value"). Developer estimates that Anticipated Development Value will generate approximately Six Million Ninety Thousand and No/100 Dollars ($6,090,000.00) in Incremental TIF annually for the Project, with such Incremental TIF anticipated to begin January 1, 2020. Developer acknowledges and agrees that Developer shall 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 Developer resulting in Incremental TIF payable by the CRA pursuant to this Agreement being less than anticipated by Developer. Developer acknowledges and agrees that the CRA shall have no liability to Developer if the Anticipated Development Value as estimated by Developer proves not to be accurate for any reason and if the estimates provided by the Developer prove to be inaccurate, same shall not relieve Developer of its 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 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 and Section 4.2.3 below, the CRA shall pay to Developer an incentive payment equal to Sixty -Five Percent (65%) of the Incremental TIF (the "Incentive Payment"). All Incentive Payments shall be due and payable within thirty (30) days of the CRA's receipt of Incremental TIF. 4.2.2 Reductions in Scope of the Project. If the square footage of the Convention Center Component is reduced to less than 500,000 square feet of space the percentage of the Incremental TIF utilized for calculation of the Incentive Payment shall be reduced from Sixty -Five percent (65%) to Forty -Five percent (45%). If the square footage of the Convention 35 #46225883_v3 Center Component is reduced to less than 300,000 square feet, then in such event Developer shall not be entitled to the Incentive Payment and the Incentive Payment based upon the Incremental TIF derived from the Project shall automatically be divested and shall terminate and be of no further force and effect, and Developer shall not be entitled to any Incremental TIF with respect to the Project. In addition, if Phase I contains less than a 1,000 key hotel, then in such event Developer shall not be entitled to the Incentive Payment and the Incentive Payment based upon the Incremental TIF derived from the Project shall automatically be divested and shall terminate and be of no further force and effect, and Developer shall not be entitled to any Incremental TIF with respect to the Project. Loss of the Incentive Payment due to a reduction in the scope of the Project as outlined hereinabove shall release the' Developer from its duties and obligations under this Agreement. 4.2.3 Reduction to Incentive Payment. If Substantial Completion of Phase I is not achieved prior to January 1, 2022, then the Incentive Payment, as same may be adjusted in accordance with Section 4.22 shall be reduced as follows: (i) by ten percent (10%) if Substantial Completion of the Project has not occurred by January 1, 2023; (ii) by twenty percent (20%) if Substantial Completion of Phase I has not occurred by January 1, 2023, but has occurred on or before January 1, 2024; and (iii) by thirty percent (30%) if Substantial Completion of Phase I shall not have occurred as of January 1, 2024, but shall have occurred on or before January 1, 2025. If such Substantial Completion of Phase I has not occurred as of January 1, 2025, then the Incentive Payment based upon the Incremental TIF derived from the Project shall automatically be divested and shall terminate and be of no further force and effect, and Developer shall not be entitled to any Incremental TIF with respect to the Project. Loss of the Incentive Payment due to delays in Substantial Completion of Phase I shall release the Developer from its duties and obligations under this Agreement. 4.2,4 Cap to Incentive Payments. Notwithstanding anything in this Agreement to the contrary to total of all Incentive Payments shall not exceed Fifty Million and No 100/Dollars ($50,000,000.00) if the CRA terminates on March 31, 2030, and if the life of the CRA is extended to March 31, 2042, the total of all Incentive Payments shall not exceed One Hundred Fifteen Million and No 100/Dollars ($115,000,000.00). 4.2.5 Incentive Payments After Assignment or Sale. Developer, in its sole and absolute discretion, may assign and reassign the Incentive Payment at any time or from time to time upon written notice given to the CRA. Any such notice of assignment shall indicate: (i) the name of the Assignee and the Assignee's contact information, (ii) the portion of the 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 terns or provisions applicable thereto and mutually agreed to as between 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 4.2.6. Any assignment by Developer of its rights to the Incentive Payment shall not release Developer of its duties and obligations under this Agreement. 4.2.6 Limitation on Use of Incentive Payments. Incentive Payments paid during the Teliii of this Agreement shall be used for the sole and exclusive purpose of paying and/or reimbursing the costs of the construction and maintenance for the Convention Center 36 #46225883_v3 Component of the Project which is anticipated to cost approximately $300,000,000 to design and construct, 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 Developer acknowledges and agrees that the obligations of the CRA under this Agreement to make Incentive Payments 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 "M". Under no circumstances shall the CRA be obligated to make 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 shall be reduced to the amount of Incremental TIF available, if any, and the shortfall shall be deferred to subsequent year(s) to the extent available. If requested by the CRA or Developer,, the then recipients of the Incentive Payment shall execute a subordination agreement 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 Pledge 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 Developer under this Agreement as collateral for such bonds. 5.3 Additional Agreements Regarding Use of Incremental. TIF. Developer acknowledges and agrees 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 "TIF Agreement") pursuant to which the CRA commits to pay such developers a portion of the Incremental TIF generated from their project within the Redevelopment Area. Developer acknowledges and agrees 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. Developer 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. 37 #46225883_v3 The CRA shall cooperate with Developer and, if necessary, participate in the defense of such challenge provided Developer pays the cost of such defense. 7. REPRESENTATIONS OF DEVELOPER. Developer makes the following representations to the CRA as follows: 7.1 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 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 party or by which they may be bound. 7.3 This Agreement constitutes the valid and binding obligations of Developer, enforceable against Developer in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 8. REPRESENTATIONS OF THE CRA. The CRA makes the following representations to Developer: 8.1 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 perfoiiii its obligations under this Agreement. 8.2 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. 8.3 This Agreement constitutes the valid and binding obligations of the CRA, enforceable against the CRA in accordance with its terns, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 9. 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, or (c) certified or registered mail, return receipt requested 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, or (iii) if sent by certified or registered mail, return receipt requested the day evidenced by the return receipt or the day delivery is refused. Notices shall be provided to the parties and addresses specified below: DEVELOPER: P & G Investors, LLC 9090 S. Dadeland Boulevard, Ste. 210 38 #46225883_v3 Miami, Florida 33156 Attention: Luis Pulenta, Manager Copy to: CRA: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 W. Flagler Street Suite 2200 Miami, FL 33130 Attention: Richard E. Schatz, Esq. / Javier E. Fernandez, Esq. Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 Attention: Clarence Woods, Executive Director Copy to: Holland & Knight LLP 701 Brickell Avenue Suite 3000 Miami, Florida 33131 Attention: William R. Bloom, Esq. 10. APPROVAL OF CRA BUDGET. Developer acknowledges 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 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 on an annual basis, Developer acknowledges and agrees that the CRA shall have no liability to Developer arising under this Agreement. Developer acknowledges that this provision is a material inducement for the CRA to enter into this Agreement. 11. COUNTY APPROVAL. Developer acknowledges that this Agreement has not been submitted to the County Commission for review or approval and that the 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 Developer in the event that City Approval and County Approval are not obtained. 39 #46225883_v3 12. NON -RECOURSE. This Agreement is non -recourse to the CRA. In the event of a breach of this Agreement by the CRA, Developer (and only the Developer or any impacted Assignee) may seek specific performance of this Agreement or bring an action at law which shall be limited to recovery of any Incentive Payments due under the tenns of this Agreement and in no event shall Developer or any Assignee have the right to seek damages against the CRA. 13. DEFAULT BY DEVELOPER. In the event 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 cured within such thirty (30) day period and Developer has 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 Developer to comply with the terms of this Agreement, including specific performance. 14. ADJUSTMENT TO FOLIO NUMBERS. Developer and the CRA each acknowledge that the current tax folio with respect to the Property may change given the proposed Phased development of the Project. In such event, the Executive Director and Developer shall proceed in good faith to agree as to which new folio numbers are applicable to the Project, based upon the adjustment in such new folio numbers for the Property by the Tax Assessor. 15. CONDITIONS SUBSEQUENT. This Agreement shall automatically terminate and be of no further force and effect if all of the following conditions subsequent (the "Conditions Subsequent") are not satisfied or waived by Developer on or before January 1, 2018. (a) The City, County and the CRA have not completed all necessary action required to extend the life of the CRA from March 31, 2030 to March 31, 2042. (b) Final adoption of an amendment to the CRA's redevelopment plan which, among other things, identified the Project as a priority project for receipt of TIF revenues. (c) The City, the County and the CRA enter into an amendment to the Global Agreement pursuant to which the City and the County waive any right they may have under the global Agreement to be paid any of the TIF revenue generated from the Project 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 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. Developer 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. 40 #46225883_v3 17. AGREEMENT TO RUN WITH THE LAND. This Agreement, and all rights and obligations herein, shall be binding upon Developer and its respective successors and assigns and run with title to the Property. 18. BUDGET & APPROPRIATION. CRA covenants and agrees to budget the Incentive Payment 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 as contemplated by this Agreement, by both the City and County. 19. CONSULTANT AND PROFESSIONAL COMPENSATION. Developer has retained consultants and professionals to assist Developer with the negotiation and execution of this Agreement, and Developer 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 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. PHASES. Notwithstanding anything herein to the contrary, Developer may elect to construct the entire Project as one Phase in which event calculations pursuant to Section 3.1 shall be for the Project instead of each Phase. 21. MISCELLANEOUS. 21.1 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. 21.2 In the event any tern 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. 21.3 In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to recover attorneys' fees and costs at trial and appellate levels. 21.4 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. 21.5 All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. 21.6 Time shall be of the essence for each and every provision of this Agreement. 41. #46225883 v3 21.7 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. 21.8 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. 21.9 This Agreement shall be recorded in the Public Records of Miami -Dade County at the sole cost and expense of Developer. 21.10 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. 21.11 From time to time and upon written request from the 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, confiuniing Developer's compliance with the conditions set forth in this Agreement (and/or disclosing any then failure or default). 22. 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' 42 #46225883_v3 IN WITNESS hereof the parties have executed this Agreement as of the date first above written. DEVELOPER: WITNESSES: P & L Investors, LLC, a Florida limited liability company Print Naive Print Name STATE OF FLORIDA COUNTY OF MIAMI-DADE By: Luis Pulenta, its manager The foregoing instrument was acknowledged before me this day of , 2016, by Luis Pulenta, as manager of P & L Investors, LLC, a Florida limited liability company, on behalf of the limited liability company, who is personally known to me or has produced as identification. Notary Public, State of Florida at Large Printed Name: My Commission expires: 43 #46225883_v3 CRA: Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ATTEST: By: By: Todd B. Hannon Clarence E. Woods, III Clerk of the Board Executive Director APPROVED AS TO FORM AND CORRECTNESS: By: William R. Bloom CRA Special Counsel 44 #46225883_v3 JOINDER The undersigned as the fee simple owner of the Property joins in the execution of this Agreement and acknowledges that the Agreement constitutes a covenant running with the title to the Property. Witness: OLD ARENA, LLC, a Florida limited liability company Print Name: By: Name: Title: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 2016, by , as of Old Arena, LLC, a Florida limited liability company, on behalf of the limited liability company, who is personally known to me or has produced as identification. Notary Public, State of Florida at Large Printed Name: My Commission expires: #46225883_v3 Exhibit "A" Legal Description of Property Folio 01-3137-025-0011 SCHEDULE 1 LEGAL. DESCRIPTION Tracts A, 13 and C, of MIAMI ARENA SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 129, Page 53, of the Public Records of Miami -Dade County, Florida, LESS AND EXCEPT the following described parcels of land: Begin at the Northwest corner of said Tract C, (this also being the Southwest corner of said Tract A); thence N 00001'35" W along the West line of said Tract A for 132,40 feet to a point of non - tangent intersections intersection with the arc of a circular curve concave to the Northeast, with said point of non -tangent intersection bearing S 78015'17" W from the center of said curve; thence departing said West line of Tract A, run southeasterly along the arc of said curve, having a radius of 428.00 feet and a central angle of 1703103" for 130.86 feet to a point of reverse curvature with, the arc of a circular curve concave to the Southwest; thence Southeasterly along the arc of said curve, having a radius of 532.00 feet and a central angle of 10005'09" for 93,65 feet to a point of non -tangent intersection with a Southerly line of said Tract C, with said point of non -tangent intersection bearing N 70049'23" E from the center of said curve; thence 5 8905936" E (5 89059'23" W by Plat) along said Southerly line of Tract C for 84.11 feet to a Southwesterly corner of said Tract C; thence N 00000'56" E along the West line of said Tract C for 75.00 feet to the POINT OF BEGINNING. AND Commence at the Southeast corner of said Tract C, thence S 89056'59" W along the South line of said Tract C for 38,04 feet to the POINT OF BEGINNING of the hereinafter described parcel of land: From said POINT OF BEGINNING, thence continue S 89058'59" W for 11.96 feet along said South tine of Tract C, to a Southwesterly corner of said Tract C; thence N 0000214" E along a Westerly line of said Tract C for 59.45 feet to a point of non -tangent intersection with the arc of circular curve concave to the Southwest, with said point of non -tangent intersection bearing N 7502319" E from the center of said curve; thence departing said Westerly line of Tract C, run Southeasterly along the arc of said curve, having a radius of 532.00 feet and a central angle of 06031'59" for 60.66 feet to the POINT OF BEGINNING. #46225883_v2 Exhibit "B" Project Description The Hotel Component and the Convention Center Component shall be consistent with the following Phases: Phase I • Conference Center Component • Approximately 1,100 key hotel tower Phase II • Approximately 600 key hotel tower #46225883_v2 Exhibit "C" Conceptual Plans #46225883_v2 A ED 0 Level 1 Ground Level A101 Lthby 44568F MWC Mixed -Use M DM O NICHOLS LN BRSCH WURST WO.FE /35001.1ES, NC. .111fielm I Arrirp Issue Dale A101 A 2 3 4 3 E. 5 3 11 Level 3 Meeting MWC Mixed -Use MDM 4;=) NICHOLS BROSCH WURST WOLFE & AS5OC$EPC Archilaur• & F"rnha Issue Data A102 A 2 E. 5 Level 5 Ballroom .. • MWC Mixed -Use MDM ® CO NICHOIS DROSCH WURST WOLFE 8 ASsoOMES, M. Arc111.1r. & PIN., Issue Oats A103 A 4 -E F. 5 Level 7 Meeting = 30,0" E H MWC Mixed -Use MDM Li ® c 3 NICHOLS BROSCH WURST WOLFE a ASSOCIATES, NC. Issue Dale Al 04 2 2 t 5 Level 9 Jr.Ballroom f= 0' MWC Mixed -Use MDM ® CH c:, NICHOLS BROS WURST WOLFE • A1500.1155, INC Ara...re 1 rfflma 2 3 4 tn. Data A105 A „,A•:•4• 2 evel 11 Meeting • MWC Mixed -Use MDM '11W SF H ® :, NICHOLS BROSCH WURST WOLFE a ASSOOMS, MG Arclitaln 1 Plirnha Issue Date A106 A 2 3 4 Level 13 Pool Deck c D E MWC Mixed -Use MDM H ® c., NICHOLS BROSCH WURST WOLFE 8, ASSOOKES, NC. Ardeame I MI61 Nsuo Dab A107 A 2 4 Hotel Level 8 fte MDM KC:3) NICHOLS BROSCH WURST WOLFE 11330641.7.S. A108 3 I 5 1 5 8 7ST -4,14W/A E 41,41t gcRopaNINtbt .904 .0g WA*, 1411'111. t dg'41 1.0 AtR,4110Wdt WAVA - MEW VA OINISMINE12: inamonzLzara IMINEMBEMIRMLIMMERIVIIIM pill121/14121.0ZZI ELOP'"°;" NPR 1114 .00,,,,:anagsmomp, Otite WV -Or "&i . , • N • • NUS 2 3 4 MWC Mixed -Use MOM NICHOLS BROSCH WURST WOLFE Assoc.% INC. AM...! 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' . ,- ,r._;•...; .11 JJf 111JIN 0469 � P�lCH©L5 i"�eoaae MWC Mixed -Use , BROOCH as w R104 R.MDM ._ .... /MenneI Finis; Exhibit "D" Overtown Map #46225883_v2 Exhibit "E" Criminal Background Standards Developer will analyze the criminal record of a potential candidate for employment on a case -by -case basis where the candidate's record contains an indication of the following: (i) adjudication of guilt; (ii) no action; (iii) nolle "pross"; (iv) withhold of adjudication; and (v) suspended entry of sentence. Developer will make an individualized assessment of the information provided by the applicant, taking into consideration the factors listed in Section V.B. 9 of the U.S. Equal Employment Opportunity Commission's Enforcement Guidance: Consideration of Arrest and Conviction Records in Employment Decisions Under Title VII of the Civil Rights Act of 1964, issued April 25, 2012. An individualized assessment generally shall consist of: (i) the employer informing the potential candidate that they may be excluded from employment at the Project because of past criminal conduct; (ii) providing the candidate an opportunity to demonstrate that the exclusion does not properly apply to him or her; and (iii) a review and assessment of whether the additional information provided by the potential candidate shows that the prior violation or alleged criminal wrongdoing is not job -related and not consistent with business necessity. The potential candidate's showing may include information that the candidate was not correctly identified in the criminal record or that the record is otherwise inaccurate. Other relevant individualized evidence considered by the Developer in its review of record of criminal wrongdoing includes, but is not limited to: ■ The facts or circumstances surrounding the actual or alleged offense or conduct; ■ The number of offenses for which the individual was arrested and/or convicted; • Older age at the time of conviction, or release from prison; ■ Evidence that the individual performed the same type of work, post conviction, with same or a different employer, with no known incidents of criminal conduct; The length and consistency of employment history before and after the offense or conduct; Rehabilitation efforts (e.g. education, training); Employment or character references and any other infonnation regarding fitness for a particular position; and ■ Whether the individual is bonded under federal, state or local bonding program. If the individual does not respond to the Developer's attempt to gather additional infonnation about their criminal background, the Developer may make its employment decision without the information. Developer considers the following criminal offenses to be illustrative of "job -related" or "inconsistent with business necessity": Aggravated Assault, as defined in s. 784.021, Fla. Statutes (2015) • Aggravated Battery, as defined in s. 784.03, 784.041 and 784.045, Fla. Statutes (2015) #46225883_v2 • Homicide, as defined in Chapter 782, Fla. Statutes (2015) Kidnapping or False Imprisonment, as defined in Chapter 787, Fla. Statutes (2015) ■ Sexual Battery, as defined in Chapter 794, Fla. Statutes (2015) Robbery, as defined in s. 812.13, et seq., Fla. Statutes (2015) ▪ Abuse, neglect or exploitation of an Elderly Person(s) or Disabled Person(s), as defined in Chapter 827, Fla. Statutes (2015) Abuse of Children, as defined in s. 827.03(2)(a) and 827.03(2)(b), Fla. Statutes (2015) • Affray, Riots, as defined in Chapter 870, Fla. Statutes (2015) Grand Theft, as defined in s. 812.014, Fla. Statutes (2015), within 2 years of the date of application for employment at the Project. • Felony Petit Theft, as defined in s. 812.014, Fla. Statutes (2015), within 2 years of the date of application for employment at the Project. #46225883_v2 Exhibit "F" Miami Dade College M.O.U. #46225883_v2 MEMORANDUM OF I YNDERSTANDING AMONG THE DISTRICT BOARD OF TRUSTEES OF MIAMI DADE COLLEGE AND MOM DEVELOPMENT, LLC THIS Memorandum of Understanding (hereinafter referred', to as "MOW) is.entercd into on this day of , 2015. by and between the DISTRICT BOARD OF TRUSTEES OF MIAMI DADE COLLEGE. a State of Florida public educatinnal institution. whose address is 300 NE 2"1 Avenue, Miami. Florida, (hereinafter, "MDC"). and MOM DEVELOPMENT, LLC. whose address is 9090 S. Dadeland l3tvd.. St. 210, Miami. Florida. (hereinafter. "MD;v1"), all of whom are collectively referred to herein as the "parties". WHEREAS, presently. residents of the Southeast Overtown/Park West (EOPW") COMMUffity Redevelopment Agency ("CRA") suffer from the. highest poverty rate of all communities within the City of Miami. Florida (-Cilv") and the median household within SEOPW redevelopment houndary is a mere $21.250 annually or approximately 49% F the Miami -Dade County. Florida (-County") median household income: and WHEREAS. MDC created The Hospitality Institute (the instiwte") in 2008 to connect underserveci inner-city residents, particularly those IN ithin the SEOPW redevelopment area, with training and employment opportunities in the local hospitality indostr,14 and WHEREAS. MIX administers the Institute with crucial support from the SEOPW CRA and community partners including: the Florida Restaurant and Lodging Association, Miami & the Beaches: Hotel Association, the Greater Miami Convention ie Visitors -Bureau, Dress for Success, local hoteliers and businesses: and WHEREAS. in 2013, MDC added a new Basic Culinary Skills component to the Institute that, in conjunction with the Joh Readiness Training, and itosphality Z•mployment Training, has p7cwided the industry with thousands of trained individuals for the local labor force: and WHEREAS, the SEOPW CRA has expanded ils programmatic support to the Institute to include both annual operating support for the Institute and capital support to underwrite the rehabilitation former Ebenezer Baptist Church as the new training home for the Institute: and WHEREAS, the County's hospitality sector is currentlyexperiencing explosive growth in the number of new hotel units proposed and presently under construction that will generate significant demand for qualified hospitality employees in the local labor force: and WHEREAS, MDM intends to develop a 1,800 roots hotel and 600.000 sq. ti. exposition center complex on the former site of the old Miami Arena, located at 700 N. Miami Avenue, Miami, EL the MDM project") which alone will generate demand for 1.300 full-time, employees when fully operational; and WHEREAS. meeting the anticipated demand for qualified labor by MDM Project and other proposed project within the County will require a coordinated effort between academia. the public sector. and private employers: and WHEREAS. MDM and MDC wish to collaborate to support MDM"s labor needs. and that of other hotel project sponsors in the forthcoming years. NOW THEREFORE, in consideration of the mutual terms. conditions, promises, and covenants hereinafter set forth. MDC and MDM agree as follows: 1. RECITALS The recitals set forth hereinabove shall be incorporated as if fully set furiih below. II I, PURPOSE The purpose of this MOU is to establish an agreement among the above -mentioned entities, MDC and MOM, concerning their respective roles and rmponsihifities for the delivery of job readiness, hospitality and culinary trainings to the South Florida community. with an emphasis on prioritizing training opportunities for residents of specified zip codes with high poverty' rates as identified by the SEOPW CRA (the "Targeted Zip Codes"). III. INTRODUCTION In response to the increasing need of South Florida hospitality business and orkforce, MOM has entered into this M011 with MDC for the purpose of providing Job readiness, hospitality and culinary trainines to individuals residing in the 'Targeted Zip Codes located within the redevelopment area, City, and County. which programs will he delivered by MD( and financed, in part. With contributions from MDM. SCOPE OF WORK MDM and MDC. agree to provide in accordance with Exhibit "A", Scope of Work,, attached hereto and incorporated herein by reference hereto as if fully Set forth herein, Any modifications to the Scope of Work shall only be valid when they have been reduced to writing, duly approved and signed by an authorized official of all the Parties. V. PERIOD OF PERFORMANCE The term of this MOU shall commence upon the execution of this Agreement by each of the Parties and shall expire upon the expiration of the life of the SEOPW CRA, but in no event later than March 31, 2042 (the "Term"). unless earlier terminated as provided for hereinafter. Performance of the roles and responsibilities to be provided in accordance with Exhibit A, Scope of Work, shall commence upon receipt of a lump sum grant in the amount of One Hundred Thousand Dollars ($100,000.00) payable to the Miami Dade College Foundation from M1Y4, MDC's Continued performance of the roles and responsibilities to be provided in accordance with Exhibit "A". Scope of Work. shall be continaent on the Miami Dade College Foundation's annual receipt of annual installment grant from MDM in an amount consistent with its training needs during the term of its Agreement and sufficient to supplement funding for such training provided by other sources, as further delineated in Exhibit A. VI. CONFIDENTIALITY To the extent allowed by fedora! and Florida law_ the Parties to this MOU agree to: A. Keep confidential, and not open to examivatine for any purpose not directly connected with the delivery of such services. Individual records of ail applicants relating to services provided under this MOU. including eligibility for services, enrollment, and referral. B. Refrain from publishing.., discItteing, or using. or permitting or causing to be published, disclosed or used, any confidential information pertaining to applieants, participants, or customers overall. C. Abide by the current confidentiality and public records provisions of the applicable federal and state statutes and regulations and ehall share information necessary for the administration of the program. To the extent permitted by law. the Pardee therefore awee to share client information necessary for provisions of services (i.e., assessments universal imake: program or training referral; job development or placement activit lee, end Other ericae, needed tbr employment or program support purpeee). D. Although the parties agree to exchange confidential information in accordance with applicable law and to the extent necessary to compiy the goals of this MOU. the Parties also agree to obtain individual authorizations from the applicants and program participants specifically authorizing the release of educational records to the Parties, agents or subcontractors. VIII, INDEMNIFICATION A. MDC shall indemnify, defend. end hold harmless MOM and its respective officers, employees. agents, servants, agencies and instrumentalities front any and all liability. losses or damages. 3 including attorney's fees and costs of defense, MDM and its respective officers. employees. agents. servants. agencies or instrumentalities may incur as a result of any and all claims. demands. suits, causes of action or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the MDC or the MDC's trustees. officers. employees. agents, servants, partners. principals nr subcontractors. MDC shall pay all claim and losses of any kind in connection therewith and thall invutiple and defend all claims, suits or actions of any kind or nature in the name of MDM. where applicable. including appellate proceedings, and shall pay all costs. Judgments, and attorney's fees that may issue thereon. Provided, hovvever, this indemnification shall only be to the extent and within the provisions. limits and limitations of Section 768.28. Florida Statutes. as may be amended. B. MDM shall indemnify. defend. and hold harmless MDC and its respective trustees, employees, agents. servants, agencies and instrumentalities from any and all liability. losses or damages, including attorncy's fees and costs of defense, which MDC and its respective officers. employees. agents. servants, agencies or instrumentalities may incur as a result of any and all claims. demands. suits, causes of action or proceedings of any kind nr nature arising out of. relating to or resulting from the performance of this Agreement by MDM or MDM*s officers, employees, agents. servants. partners. principals or subcontractors. MDM shall pay all claims and losses of any kind in connection therm", ith and shall investigate and defend all claims. suits or actions of any kind or nature in the name of MDC and MDM. where applicable. including appellate proceedings, and shall pay all costs, judgments. and attorney's fees that may issue thereon. IX. TERMINATION This MOU may he terminated without cause by any party hereto upon providing one hundred and twenty (120) days" prior written notice to the other Parties. X. NOTICE It is understood and agreed among the Parties that written notice shall he mailed or delivered to the addresses set forth below and shall constitute sufficient written notice, The Parties designate the following: For MDC: Dr. Jose A. Vicente President Miami Dade College. Wolfson Campus 300 N.E. 2na Avenue Miami. FL 33132-2204 For MDM: Luis Pulenta, Managing Member MDM Development, LL.0 9090 S. Dadetand Blvd,. Ste. 210 Miami. FL 33156 4 XL AMENDMENTS Any alterations, amendments, variations, modifications. extensions or waivers of provisions of this MOU shall only be valid when they have been reduced to writing. duly approved and signed by all Parties hereto. XII. AUTONOMY MDC and MDM agree that this MOU does not create or recognize any partnership. joint venture, or any other kind of orgnizationat relationship other than herein set forth among the Parties hereto. Ail Parties hereto acknowledge the independence and autonomy of all Parties hereto. All Parties hereto remain, at all times. independent contractors, and not partners. under state law, The same provisions apply to each Parties employees and officials who are independent contractors as to each other. and no employee or official party is entitled to worker's compensation, pension, disability. or any other benefit or stipend from any other Party to this Agreement. XIII, PRIOR AGREEMENTS This document incorporates and includes all prior negotiations, correspondence, conversations, agreements. and understandings applicable to the matters contained herein and the Parties agree that there are no commitments. agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. According1y, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior reprcscritations or agreements, whether oral or written. XIV. GRIEVANCF, PROCEDURES The Parties same to comply vt,ith any applicable grievance procedures as may be required by state and federal law. Venue for any legal proceeding shall be Miami -Dade County. Florida. XV, CERTIFICATION By signing this MOU. the Parties heron agree that the provisions contained herein are subject to all applicable, federal, State of Florida and local laws, regulations and guidelines relating to. but not limited to, nondiscrimination, equal opportunity. displacement, privacy rights of participants. and maintenance of records and other confidential information. [SIGNATURE PAGE TO FOLLOW] IN WITNESS HEREOF THE PARTIES HERETO HAVE CAUSED TO BE EXECUTED THIS MEMORANDUM OF UNDERSTANDING BY THE REPRESENTATIVES HERETO WHO ARE FULLY AND DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF THE RESPECTIVE PARTIES HERETO: MDM DEVELOPMENT, LLC BY: Luis Pulenta Managing Member DISTRICT BOARD OF TRUSTEES OF MIAMI DADE COLLEGE BY: Dr. Jose A. Vicente President. Wolfson Campus Date Date EXHIBIT "A"SCO E OF WORK 'I he purpose of this IVIOU is to establish an agreement among the above -mentioned entities, MDC and MDM. concerning their respective roles arid responsibilities for the delivery of job readiness. hospitality and culinary trainings to the South Florida community, with an emphasis on prioritizing training opportunities for residents of specified zip codes with high poverty rates as identified by the SEOPW C RA (the "'Targeted ZipSodes"). I. ROLES AND RESPONSIBILITIES A. MDCwiH In consultation with MDM, refine curriculum for existing job readiness, hospitality and culinary trainings of the Institute to meet MOM Project labor needs and that of other hotel projects within the County. f, Deliver trainings in such imervais as necessary to support an adequate supply of labor to meet the project needs of the MDM Project and other hotel projects within the County. In conjunction with MDM, recruit participants into the job readiness. hospitalityand culinary trainings. Provide program participants who have SEJec,C5Sfillb• completed a Hospitality Institute training with a Miami Dade College Certificate of Completion and/or an industry - recognized certificate (upon achieving a passing grade on the examination), Work with MDM to cksign a donor development strategy to solicit funds from other private parties within the industry and public partners to support the on -going operations of the Institute. 04 Promote the collaboration with MDM. R. MOM will: Promote the collaboration with MDC. Coordinate with MDC to design a donor development strategy to solicit funds from other private parties within the industry to support the on -going operations of the institute. On behalf of MDC's Hospitality Institute. solicit funds from other private operators within the industry to solicit support the on -going operations of the Institute. e Consult with MDC to retitle curriculum of the existing job readiness, hospitality and culinary programs of the Institute to meet MDM Project labor needs and that of other hotel projects within the County. ASSig with recruitment of participants into the job readiness, hospitality and culinary trainings delivered by thc Institute, Provide the Miami Dade College Foundation with an initial lump sum grant in the amount of One Hundred Thowand Dollars (S10Q.000.00) upon a SHOPW CRA agreement and the earlier of n vertical construction permit for the Project or a Project construction loan with the ability to draw on its funds for the lump sum payment. In addition, MDM shall provide annual installment grant assistance in an amount consistent with its training needs and sufft lent to supplement funding provided by other sources. Annual installment grant assistance amounts shall be determined annually no later than ninety days (90) prior to the anniversary date of the execution of this MOD for the following calendar year. Annual installment frant assistance amounts shall be dcttxminctl through a collaborative process between MDM and MDC with tIegOra of ensuring the institute has sufficient funding to deliver the number trainings necessary to support an adequate supply of labor lo meet thv project uPeds of the M DM Project R..nd other hotel projects within thc County. Annual installment grant assistance amounts shall be payable to Miatni Dade College Foundation by MDM on or before sixty (60) days prior to the anniversary date of the execution of this MOLL Exhibit "G" SFWIB M.O.U. #46225883_v2 MEMORANDUM OF UNDERSTANDING BETWEEN SOUTH FLORIDA WORKFORCE INVESTMENT BOARD AND MDM DEVELOPMENT, LLC This Memorandum of Understanding (hereinafter "MOU" or "Agreement") is made and entered into by and between the South Florida Workforce Investment Board (hereinafter the "SFWIB") and the MDM Development, LLC (hereinafter referred to as the "MDM" or "Developer"). WITNESSETH: WHEREAS, the SFWIB provides workforce development services in Region 23 of the State of Florida, which is comprised of Miami -Dade and Monroe Counties, and WHEREAS, the SFWIB is responsible for the implementation of the Workforce Innovation and Opportunity Act (WIOA) in Region 23 of the State of Florida and to effectuate programs directly benefiting job seekers and members of the local business community, and WHEREAS, the SFWIB's delivery of services is enhanced by collaboration and through the integration of available resources, coordination of services through effective partnerships, fortnal and informal; with the business community, and sharing of information and referrals that may lead to successful employment and self-sufficiency for clients, and WHEREAS, the MUM is a for -profit, Florida company that develops and manages commercial, retail, hotel and residential properties, with a particular focus on mixed -use development in locations situated near major mass transportation, and WHEREAS, the MOM desires that the SFWIB be the Workforce Recruitment/Referral and Development Organization, which provides employment, recruitment/referral services, development (training) and employability skills training for the Marriott Marquis Hotel & Exposition Center at Miami World Center (the "Project") and other MDM properties, and WHEREAS, the MDM desires to employ staff for the Project and other MDM's properties resident in certain targeted communities within the City of Miami ("City") and across Miami -Dade County ("County") that suffer from high unemployment. NOW THEREFORE, in consideration of the mutual terms, conditions, promises, and covenants hereinafter set forth, the SFWIB and the MDM agree as follows: I. INTRODUCTION In response to the increasing needs of South Florida businesses, the SFWIB, in partnership with the MDM, is launching a virtual specialized recruitment service that will be delivered through a customized web portal. The objective is to establish a pool of qualified candidates to meet Project, Developer, and industry demand. II, PURPOSE The purpose of this MOU is to establish an Agreement between the SFWIB and the MDM to define and delineate their respective roles and responsibilities for implementation of a job registry and referral website for the delivery of recruitment services to fill job order requests related to the Project and other MDM projects and properties. The Page 1 of 8 PY'15-16 #39841128_v5 parties to this Agreement shall coordinate and perform the activities and services described herein within the scope of applicable law governing their respective programs, services, and agencies. III. SCOPE OF WORK The SFWIB and the MDM agree to provide services in accordance with Exhibit A, Scope of Work, attached hereto and incorporated by reference as if fully set forth herein. Methods for referring candidates to MDM projects for the appropriate job openings are set forth in the Scope of Work, Any modifications to the Scope of Work shall only be valid when they have been reduced to writing, duly approved and signed by both parties hereto. IV. PERIOD OF PERFORMANCE The term of this MOU shall commence upon September 1, 2015 and terminate at the close of business on December 31, 2018, unless otherwise terminated in accordance with the terms set forth herein below. V. NON-DISCRIMINATION AND EQUAL OPPORTUNITY The MDM assures that it will comply fully with the nondiscrimination and equal opportunity provisions of the following Taws: A. Section 188 of the Workforce Innovation and Opportunity Act (WIOA), which prohibits discrimination against all individuals in the United States on the basis of race, color, religion, sex gender identity, gender expression or sex stereotyping (except as otherwise permitted under title IV of the Education Amendments of 1972), national origin, age, disability, political affiliation or belief, and against beneficiaries on the basis of either citizenship/status as a lawfully admitted immigrant authorized to work in the United States or participation in any WIOA Title 1- financially assisted program or activity; B. Title VI of the Civil Rights Act of 1964 (42 U,S.0 2000d et seq.), as amended, which prohibits discrimination against qualified individuals on the basis of race, color and national origin; C. Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794), as amended, which prohibits discrimination against qualified individuals with disabilities; D. Title IX of the Education Amendments of 1972 (20 U.S.C. 1681 et seq.), as amended, which prohibits discrimination on the basis of sex in educational programs; E. The Age Discrimination Act of 1975 (42 U.S.C. 6101), as amended, which prohibits discrimination on the basis of age; F. Section 654 of the Omnibus Budget Reconciliation Act of 1981 (42 U.S.C. 9849), as amended, which prohibits discrimination on the basis of race, creed, color, national origin, sex, handicap, political affiliation or beliefs; G. The Americans with Disabilities Act of 1990, (42 U.S.C. 12101 et seq.), as amended, which prohibits discrimination by public and private entities on the basis of disability in employment, public accommodations, transportation, state and local government services and telecommunications; H. Executive Order (EO) No. 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by EO No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and as supplemented by regulations at 4ICFR Part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor"; and in Department of Labor regulation 29 CFR Parts 33 and 37 as well as 45 CFR Part 80; and Part 92, if applicable; Page 2 of 8 PY' 15-16 #39841128 v5 1. Equal Employment Opportunity in Apprenticeship and Training (29 CFR Part 30); and J. Chapter t I A of the Code of Miami -Dade County, Florida, which prohibits discrimination in employment and places of public accommodations on the basis of race, color, religion, ancestry, national origin, sex, pregnancy, age, disability, marital status, familial status, actual or perceived status as a victim of domestic violence, dating violence and stalking, gender identity, gender expression, or sexual orientation. The MDM also assures that the MDM will comply with 29 CFR Part 37 and all other regulations implementing the laws listed above. The MOM understands the United States has the right to seek judicial enforcement of this assurance. VI. IMMIGRATION REFORM AND CONTROL ACT The MDM shall comply with the requirements of the Immigration Reform and Control Act of 1986, which requires employment verification and retention of verification forms for any individuals hired who will perform any services under this MOU. VII. CONFIDENTIALITY A. The MDM shall maintain the confidentiality of any information regarding program participants that identifies or may be used to identify program participants and which may be obtained through proposal forms, interviews, tests, reports from public agencies or counselors, or any other source. The MDM shall not divulge such information without the written permission of the participant, or participant's custodial parent or guardian when authorized by law, if applicable, except that such information which is necessary, as determined by the SFWIB, for purposes related to the performance or evaluation of the MOU may be divulged to the SFWIB or such other persons as the SFWIB may designate who have responsibilities for monitoring or evaluating the services and performances under the MOU, or to governmental authorities to the extent necessary for the proper administration of the law and the provision of services. B. All release of information shall be in accordance with applicable federal and state laws as well as the policies and procedures of the SFWIB. No release of information by the MDM, if such release is required by federal or state law, shall be construed as a breach of this MOU. C. The MDM shall provide a completed Confidentiality Agreement, Exhibit B. D. A universal Release of Information Form, Exhibit C, attached hereto and incorporated by reference as if fully set forth herein for use within the CareerSource center system, shall be used. VI I I. INDEMNIFICATION A. The MDM shall indemnify and hold harmless SFWIB, its officers, employees, agents, servants, agencies and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which SFWIB and its officers, employees, agents, servants, agencies or instrumentalities may incur as a result of any and all claims, demands, suits, causes of action or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by the MDM or the MDM's officers, employees, agents, or servants. The MDM shall pay all claims and losses of any kind in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the SFWIB, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Provided, however, this indemnification shall only be to the extent and within the limitations of section 768.28 Florida Statutes, subject to the provisions of that statute whereby the MDM shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $200,000, or any claim or judgment or portions thereof, which, when totaled with all other claims or judgments paid by the MDM arising out of the same incident or occurrence which exceeds the sum of S300,000 from any and all personal injury or Page 3 of 8 PY`15-16 #39841128_v5 property damage claims, liabilities. losses or causes of action which may arise as a result of the negligence of the MDM or the MDM's officers, employees, or servants. B. The SFW113 shall indemnify and hold harmless the MDM, its officers, employees, agents, servants, agencies and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which MDM and its officers, employees, agents, servants, agencies or instrumentalities may incur as a result of any and all claims, demands, suits, causes of action or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by SFWIB or SFWIB's officers, employees, agents, or servants. SFWIB shall pay all claims and losses of any kind in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the MDM, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attomey's fees which may issue thereon. Provided, however, this indemnification shall only be to the extent and within the limitations of section 76828 Florida Statutes, subject to the provisions of that statute whereby the SFWIB shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of S200,000, or any claim or judgment or portions thereof, which, when totaled with all other claims or judgments paid by SFWIB arising out of the same incident or occurrence which exceeds the sum of S300,000 from any and all personal injury or property damage claims, liabilities, losses or causes of action which may arise as a result of the negligence of SFWIB or SFWIB's officers, employees, or servants. C. Term of indemnification The provisions of this indemnification shall survive the expiration of this Agreement and shall terminate upon the expiration of the applicable statute of limitation. iX. TERMINATION This MOU may be terminated without cause by either party hereto upon providing thirty (30) days prior written notice to the other party. X. NOTICE it is understood and agreed between the parties that written notice shall be mailed or delivered to the addresses set forth below and shall constitute sufficient written notice. The parties designate the following: For South Florida Workforce Investment Board: Rick Beasley, Executive Director South Florida Workforce investment Board Airport Corporate Center 7300 Corporate Center Drive, Suite 500 Miami, Florida 33126-1234 For MDM Development, LLC: Luis Pulenta, Managing Member MDM Development, LLC 9090 S. Dadeland Blvd., Ste. 210 Miami, Florida 33156 Xl. AMENDMENTS Any alterations, amendments, variations, modifications, extensions or waivers of provisions of this MOU shall only be valid when they have been reduced to writing, duly approved and signed by both parties hereto. XII. AUTONOMY The SFW1B and MDM agree that this MOU does not create or recognize any partnership, joint venture, or any other kind of organizational relationship other than herein set forth between the parties hereto. Both parties hereto Page 4 of 8 PY'15-16 #39841128 v5 acknowledge the independence and autonomy of the other party hereto. Both parties hereto remain, at all times, independent contractors, and not partners, under state law. It is expressly understood, agreed and intended that the MDM is not a partner, joint venture participant, agency or instrumentality of any kind of the SFWIB, Furthermore, the MDM's officers, agents, servants, employees, contractors and sub -contractors are not officers, agents, servants or employees of the SFWiB or any of its agencies or instrumentalities. XIII. PRIOR AGREEMENTS This document and the Exhibits specified below incorporate and include all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document and its Exhibits. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. The following is a List of Exhibits that are incorporated into this Agreement: Tyne Letter Description Exhibit A Scope of Work Exhibit B Confidentiality Agreement Exhibit C Authorization to Release Confidential Information XIV. GRIEVANCE PROCEDURES The MDM agrees to comply with all applicable Grievance and Complaint Procedures of the SFWIB and as required by State and federal law. XV. ASSOCIATION OF COMMUNITY ORGANIZATIONS FOR REFORM NOW (ACORN) FUNDING RESTRICTIONS ASSURANCE (PUB. L. 111-117) As a condition of this Agreement, the MDM assures that it will comply fully with the federal funding restrictions pertaining to ACORN and its subsidiaries per the Consolidated Appropriations Act, 2010, Division E, Section 511 (Pub. L. 111-117). The Continuing Appropriation Act, 2011, Section 101 and 103 (Pub. L. 111-242), provides that appropriations made under Pub. L. 1 11-117 are available under the conditions provided by Pub. L. 1 I 1-117. XVI. COMPLIANCE WITH SECTION 6002 OF THE SOLID WASTE DISPOSAL ACT, AS AMENDED BY THE RESOURCE CONSERVATION AND RECOVERY ACT FOR THE PROCUREMENT OF RECOVERED MATERIALS The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $ 10,000 or the value of the quantity acquired during the preceding Fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. The City shall comply with Section 6002 of the Solid Waste Disposal Act, as amended by the RCRA. XVII. EQUAL TREATMENT FOR FAITH -BASED ORGANIZATIONS Equal Treatment For Faith Rased Organizations, 45 CFR 87 prohibits any state or local government receiving funds under any Department program, or any intermediate organization with the same duties as a governmental entity, from discriminating for or against an organization on the basis of the organization's religious character or affiliation. Equal Treatment For Faith Based Organizations, 45 CFR 87 prohibits religious organizations from engaging in inherently religious activities, such as worship, religious instruction, or proselytization, as part of the programs or services funded with direct financial assistance. Page 5 of 8 PY' i 5-16 #39841128_v5 Equal Treatment For Faith Based Organizations 45 CFR 87 prohibits an organization that participates in programs funded by direct financial assistance from the Department, in providing services, from discriminating against a program beneficiary or prospective program beneficiary on the basis of religion or religious belief. XVIII. ENVIRONMENTAL TOBACCO SMOKE In accordance with Part C of P.L. 103-227, the "Pro -Children Act of 1994", smoking is prohibited in any portion of any indoor facility owned or leased or contracted by an entity and used regularly for the provision of health, day care, education, or library services to children under the age of 18, if the services are funded by federal programs whether directly or through state or local governments. Federal programs include grants, cooperative agreements, loans, and loan guarantees, and contracts. The law does not apply to children's services provided in private residences, facilities funded solely by Medicare or Medicaid funds, and portions of facilities used for inpatient drug and alcohol treatment. XIX. PUBLIC ANNOUNCEMENTS AND ADVERTISING When issuing statements, press releases, requests for proposals, bid solicitations and other documents describing projects or programs funded in whole or in part with federal funds, the MDM shall clearly state (I) the percentage of the total costs of the program or project which will be financed with federal funds, (2) the dollar amount of federal funds for the project or program, and (3) percentage and dollar amount of the total costs of the project or program that will be financed by nongovernmental sources. XX. UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS The MDM shall comply with 2 CFR Chapter 11, Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (superseded OMB Circulars A-21, A-87, A-89, A-102, A-110, A-122, A-133 — see, 78 FR 78590-01 (Dec. 26, 2013)). XXI. CODES OF CONDUCT The MDM shall maintain written standards of conduct governing the performance of its employees engaged in the award and administration of contracts, No employee, officer, or agent shall participate in the selection, award, or administration of a contract supported by Federal funds if a real or apparent conflict of interest would be involved. Such a conflict would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or other interest in the firm selected for an award, The officers, employees, and agents of the recipient shall neither solicit nor accept gratuities, favors, or anything of monetary value from contractors, or parties to sub -agreements. However, the MDM may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct shall provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents of the MDM. XXII. GOVERNMENT -WIDE REQUIREMENTS FOR DRUG -FREE WORKPLACE The MDM must comply with drug -free workplace requirements in Subpart B (or Subpart C, if the recipient is an individual) of 29 CFR part 94, XXIII. VETERAN'S PRIORITY PROVISIONS Federal grants for qualified job training programs funded, in whole or in part, by the U.S. Department of Labor are subject to the provisions of the "Jobs for Veterans Act" (JVA), P.L. 107-288, The JVA provides priority of services to veterans and spouses of certain veterans for the receipt of employment, training, and placement services. To obtain priority service, a person must meet the program's eligibility requirements. 20 CFR Part 1010 provides general guidance on the scope of the veterans' priority statute, Page 6 of 8 PY' I5-16 #39841128_v5 XXIV. INTERGOVERNMENTAL PERSONNEL ACT The MDM shall comply with the requirements of the Intergovernmental Personnel Act (42 U.S.C. Chapter 62 Sec. §4701). XXV. ADMINISTRATIVE PROVISIONS UNDER TITLE I OF THE WORKFORCE INNOVATION AND OPPORTUNITY ACT ADMINISTRATIVE RULES, COSTS AND LIMITATIONS The MDM shall comply with the requirements of the Administrative Provisions under Title I of the Workforce Innovation and Opportunity Act Administrative Rules, Costs and Limitations (20 CFR Part 683, Subpart B). XXVI. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. 3701-3708) Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. XXVII. CERTIFICATION By signing this Agreement, both parties hereto agree that the provisions contained herein are subject to all applicable, Federal, State and local laws, regulations and guidelines relating to nondiscrimination, equal opportunity, displacement, privacy rights of participants, and maintenance of records and other confidential information relating to participants. INTENTIONALLY LEFT BLANK Page 7 of 8 PY'15-16 #39841128_v5 IN WITNESS HEREOF THE PARTIES HERETO HAVE CAUSED TO BE EXECUTED BELOW THE SIGNATURES OF' THE AUTHORIZED REPRESENTATIVES OF THE PARTIES HERETO WHO ARE FULLY AND DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF THE RESPECTIVE PARTIES HERETO; AGREEMENT NUMBER: MOU-SP-PY'15-04-OO BY: BY: MDM DEVELOPMENT, LLC Luis Pulenta Managing Member MDM Development, LLC Date SOUTH FLORIDA WORKFORCE INVESTMENT BOARD Rick Beasley Executive Director South Florida Workforce Investment Board Date Page 8 of 8 PY' 15-16 #39841128 v5 Exhibit A PY' 2014-15 SCOPE OF WORK I. The collaboration between the South Florida Workforce Investment Board ("SFWIB") and the MDM Development, LLC ("MDM") is to create a partnership whereby a customized First Source website will be designed and maintained for the delivery of specialized recruitment, training and referral services for the Mariott Marquis Hotel & Exposition Center at Miami World Center (the "Project") and other MDM projects and properties. II, Roles and Responsibilities: A. The SFWIB shall; • Assign a point of contact to serve as liaison between the SFWIB and the MDM. • Act as the designated Workforce Development, Recruitment/Referral Organization ("WDRO") to accomplish MDM's objective of establishing a pool of qualified skilled and unskilled labor to meet industry demands within the scope and limits as designated by MDM. • Provide a link from the SFWIB's webpage to a First Source customized application (web portal) for MDM and its projects, business/tenants, contractors and subcontractors. • Provide MDM with real-time online access to Project's contractors, sub -contractors, and business/tenants status reports via the web portal. Reports shall include, at a minimum, the number of registered business/tenants, contractors, sub -contractor, and job seekers; number of candidate resumes and referrals submitted; number of hires; and workforce participation. • Market the newly created partnership and promote job creation efforts that result from the partnership as defined by the SFWIB and the MDM. • Provide MDM, and its business/tenants, contractors, and subcontractors with resumes of qualified candidates obtained through the web portal. • Seek to ensure that the SFWIB's CareerSource centers: • Assess job seekers to determine level of skills and training; > Detennine whether candidates meet the requirements of the MDM and its business/tenants, contractors, and subcontractors prior to referral; and • Refer candidates that have requisite skills required by the MDM and its business/tenants, contractors, and subcontractors. • Provide outreach to the job seeker community utilizing various recruitment methods. which outreach methods shall be coordinated and, where possible, jointly undertaken with MDM. • Seek to ensure that the SFWIB's CareerSource centers: • Recruit and refer qualified residents from the following areas in accordance with the following priorities: i. First, to City residents living within the Southeast Overtown/Park West CRA ("CRA") Redevelopment Area; ii. Second, to City residents living within the boundaries of the Overtown community, which encompasses part of zip code 33136; iii, Third, to City residents within zip codes 33127, 33128, 33130, 33136, 33125, 33135, 33150 and the West Coconut Grove ("City Targeted Zip Codes"); iv, Fourth, to City residents residing outside the CRA Targeted Zip Codes; Page 1 of 3 #39841128_v5 Exhibit A v. Fifth, to County residents of zip codes 33010, 33030, 33034, 33054, and 33161 (the "County Targeted Zip Codes"); and vi. Sixth, to residents in the County residing outside of the County Targeted Zip Codes. ➢ Utilize existing database of job seekers; ➢ Market new job opportunities to residents; and ➢ Utilize CareerSource centers closest to the job seekers to register and recruit qualified residents interested in Jobs to create a pool of candidates. • Provide recruitment and training assistance, through the SFWIi3's CareerSource centers, to MDM and its business/tenants, contractors and subcontractors in the. • Make available hiring incentives, as appropriate, to MDM and its business/tenants, contractors and subcontractors. The SFWB and its CareerSource centers shall facilitate and guide businesses in the completion of applications, agreements, and forms. The MDM shall: • Designate the SFWIB as the Workforce Development Recruitment/Referral Organization ("WDRO") to accomplish the First Source objective of establishing a pool of qualified skilled and unskilled labor to meet industry demands within the County in accordance with the above priority communities. • Include First Source requirement in applicable bid and contract documents. • Provide the SFWIB with a detailed outline and content for the development of the web portal and other marketing collateral as needed. • Work with the SFWIB's point of contact to facilitate the web portal, marketing materials and events related to the Project as needed. • Market the newly created partnership and promote job creation efforts that result from the partnership as defined by the SFWIB and the MDM. • Assist in securing a venue(s) for outreach to the business community via the SFWIB's Business Roundtable events. • Provide a date, time, and location to launch the Project recruitment kickoff information session. The web portal address and centers locations will be disseminated at that time. The information session will detail how to apply for jobs and training assistance with MDM and its contractors and subcontractors. • Provide outreach to job seekers within the targeted communities utilizing various recruitment methods. • Provide a detailed list of job openings with descriptions related to the Project and MDM's projects via the customized web portal. The job request form shall include specifics such as (a) the number of individuals to be hired, (b) position titles needed, (c) skills needed for the job, and (d) any other pertinent information required. • Review all resumes of candidates provided by the SFWIB for job opportunities posted via the web portal. • Notify and refer the Project's prospective and awarded business/tenants, contractors and subcontractors of the customized web portal and registration requirements. Assist in facilitating meetings with said businesses, contractors and subcontractors. • Provide a detailed list of job openings with descriptions related to the Project via the MDM customized web portal and registration requirements. The job request form shall include specifics Page 2 of 3 #39841128_v5 Exhibit A such as (a) the number of individuals to be hired, (b) position titles needed, (c) skills needed for the job, and (d) any other pertinent information required. • Ensure MDM's business/tenants, contractors and subcontractors provide a detailed list of job openings with descriptions related to the Project via the web portal. The job request form shall include specifics such as (a) the number of individuals to be hired, (b) positions needed, (c) skills needed for the job, and (d) any other pertinent information required. • Provide information to the SFWIB regarding prospective business owners who are interested in opening or have opened a business as part of the Project, which should include at a minimum: > Company Name and Address ➢ Company Contact and Information • Provide the SFWIB with the MDM's business/tenants, contractor and subcontractor details, which should include at a minimum: > Company Name and Address > Company Contact and Information i Contract Information ➢ Award Amount • Be responsible for preparing and providing the CRA detailed reports with the results of the workforce participation on various phases of the Project. Reports may be obtained via the customized web portal. Reports shall include, but are not limited to, an analysis of the effectiveness of the Project(s) during each reporting period. • Consider eliminating questions regarding critninal history from their employment application and to not consider such criminal history prior to a conditional offer of employment. • Encourage potential employers occupying and doing business at the Project to eliminate questions regarding criminal history from their employment application and to not consider such criminal history prior to a conditional offer of employment. Page 3 of 3 1439841128_v5 Exhibit "H" MDCPS M.O.U. #46225883 v2 MEMORANDUM November 10, 2015 TO: Dr. Maria P. de Armes, Assistant Superintendent Division of Academics FROM: Cristian Carranza, Administrative Director Division of Academics Department of Mathematics and Science SUBJECT: REQUEST FOR AUTHORIZED SIGNATURES MEMORANDUM OF UNDERSTANDING BETWEEN THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA AND MDM Development, LLC APPROVED FOR PROCESSING: 11 Adm is iv Director Date Risk Mena ement Date A istant Superintendent Date CC:mf School B Attc Date #39841128_v5 #39841128_v5 MEMORANDUM OF UNDERSTANDING BY AND BETWEEN THE SCHOOL BOARD OF MIAMI-DADE COUNTY, FLORIDA AND MDM DEVELOPMENT, LLC THIS MEMORANDUM OF UNDERSTANDING ("Agreement") is entered into this , 2015, by and between MDM Development, LLC ("MDM") and The School Board of Miami -Dade County, Florida ("M-DCPS"), a political subdivision of the State of Florida. RECITALS WHEREAS, MDM has proposed to construction of 600,000 sq. ft. conference center & 1,800- room hotel in downtown Miami (the "Project"); and WIEEREAS, the Project will provide a critical conference and meeting space amenities presently unavailable to service demand in downtown Miami; and WHEREAS, the Project will create in excess of 1,300 permanent jobs that will provide a range of employment opportunities for M-DCPS students; and WHEREAS, MDM and M-DCPS want to establish a formal relationship to ensure that M-DCPS students, both those attending M-DCPS high schools and adult vocational programs, have an opportunity to access internship and permanent employment opportunities at the Project or elsewhere within the hospitality industry. NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows: L RESPONSIBILITIES OF M-DCPS. M-DCPS agrees to undertake the following with respect to each of the following programs to: A. High School Career Academies 1. Identify not more than four (4) high schools with career academies in one of the following areas to provide academy students internship and future employment opportunities at the Project or other MDM-owned and operated facilities: Hospitality & Tourism; Engineering & Technology; Finance; and Transportation, Distribution & Logistics. To the greatest extent practicable, M-DCPS shall prioritize the selection of high schools located within the municipal boundaries of the City of Miami ("City"), which schools may include, but shall not be limited to: Booker T. Washington High School, Miami Northwestern High School, and Miami Edison High School. 2. Confer with MDM to ensure that academy curricula addresses critical skills necessary for employment at the Project or similar employment opportunities. #39841128_v5 3. Collaborate with MDM to identify opportunities for targeted programmatic investments by MDM and other companies in the industry to enhance curriculum offerings through various career academies at selected M-DCPS high schools. B. Academic School Year Internship Program. 1. Arrange any meetings with MDM, participating schools, regional centers, or district - based personnel, as deemed necessary for the functioning of the program; 2. Maintain appropriate documentation and application of interns; 3. Select not more than 20 interns from an eligible pool of students; 4. Provide an orientation program for interns and MDM; and 5. Provide on -site visitations for support and monitoring by M-DCPS staff. C. Summer Internship Program. I. Arrange any meetings with MDM, participating schools, regional centers, or district - based personnel, as deemed necessary for the functioning of the program; 2. Maintain appropriate documentation and application of interns; 3. Select not more than 10 interns from an eligible pool of students; 4. Provide an orientation program for interns and MDM; and 5. Provide on -site visitations for support and monitoring by M-DCPS staff. D. Adult Vocational Program. M-DCPS's Office of Adult & Community Education shall enter into an affiliation agreement with MDM on terms mutually agreeable to both parties. H. RESPONSIBILITIES OF MDM. MDM agrees to undertake the following with respect to this Agreement: A. High School Career Academies 1. Collaborate with M-DCPS in the selection of not more than four (4) high schools with career academies in the areas of: Hospitality & Tourism; Engineering & Technology; Finance; and Transportation, Distribution & Logistics. 2. Confer with M-DCPS regarding academy curricula and training to meet critical skills for permanent employment at the Projector similar employment opportunities; and #39841128_v5 3. Collaborate with M-DCPS to identify opportunities for targeted programmatic investments by MDM and other companies in the industry to enhance curriculum offerings in career academies at selected M-DCPS high schools. 4. Compensate the student intems using the current Florida minimum wage rate for the duration of the internship. B. Academic School Year Internship Program. 1. Provide not morc than 20 internship experience(s) for students selected by M-DCPS for each academic year, 2. Provide the necessary assessment or evaluation of each intern; 3. Maintain attendance records/log sheet on -site and inform M-DCPS/Office of Community Engagement immediately via phone and/or e-mail of unscheduled absences; 4. Assure safety of the intems while under their supervision; 5. Ensure students will intern only at the given place of business; 6. Provide M-DCPS with a current set of its rules, regulations, and policies that directly affect the interns placed at the business site; and 7. Organize an orientation/orientation program for student interns and parents/guardians to familiarize them with workplace rules, regulations, and policies. C. Summer Internship Program. I. Provide not more than 10 internship experience(s) for students selected by M-DCPS for each summer term; 2. Provide the necessary assessment or evaluation of each intern; 3. Maintain attendance records/log sheet on -site and inform M-DCPS/Office of Community Engagement immediately via phone and/or e-mail of unscheduled absences; 4. Assure safety of the intems while under their supervision; 5. Ensure students will intern only at the given place of business; 6. Provide M-DCPS with a current set of its rules, regulations, and policies that directly affect the interns placed at the business site; and #39841128_v5 7. Organize an orientation/orientation program for student interns and parents/guardians to familiarize them with workplace rules, regulations, and policies. D. Adult Vocational Program. MDM shall enter into an affiliation agreement with the M- DCPS's Office of Adult & Community Education on terms mutually agreeable to both parties. MDM shall at all times reserve the sole and exclusive right to refuse a candidate/graduate referred by M-DCPS the opportunity to participate in the aforementioned internship programs or permanent employment at any or all of its facilities. MDM further reserves the right to remove from the Project or any and all of its facilities any intern, prospective employee, and/or M-DCPS employee or staff who does not meet the professional or other requirements of MDM. 1 .11. MUTUAL OBLIGATIONS OF TIIE PARTIES. M-DCPS and MDM agree as follows: The schedule for interns while on -site at MDM shall be planned jointly by M-LUCPS, MDM and the student. Any changes in the schedule must be approved by all parties prior to the implementation of a new schedule. 2. M-DCPS and MDM shall both designate an individual who shall be available to answer all questions and assist in the implementation of this Agreement. 3. M-DCPS and MDM agree that the student interns covered by the terms of this Agreement are not MDM employees for purpose of the Fair Labor Standards Act, as evidenced by the following: a. The training, even though it includes actual operation of the facilities of MDM, is similar to that which would be given in a school; b. The training is for the benefit of the interns; The interns do not displace regular employees, but work under their close observation; d. MDM, in providing the site for the program, derives no immediate advantage from the activities of the interns; The interns are not guaranteed permanent employment at the conclusion of training period; and f. MDM shall provide interns with a training stipend for time spent in training in the program and to off -set out-of-pocket costs incurred by such interns as result of their participation. #39841128_v5 GENERAL TERMS & CONDITIONS. A. Term of Agreement; Termination. The term of this Agreement shall be from November 1, 2015, and shall be valid for an 'initial period of three (3) years through and including September 30.2018. Either party hereto may terminate this Agreement at any time by giving to the other party notice in writing at least thirty (30) days prior to the intended termination date. B. Compliance with law. 1. M-DCPS and MDM agree to comply with Title VI of' the Civil Rights Act of 1964, Title VII of the Civil Rights Act of 1964, and Title IX of the Education Amendments of 1972, Section 504 of the Rehabilitation Act of 1973, the Fair Labor Standards Act, the Americans with Disabilities Act, and related regulations, and assure that they do not, and will not discriminate against any intern or prospective employee because of or on the basis of gender, race, color, religion, ethnic or national origin, political beliefs, marital status, age, sexual orientation, social and family background, linguistic preference or disability. 2. MDM agrees to adopt a background screening process that is consistent with having interns in the workplace and consistent with M-DCPS guidelines. 3. This agreement shall be subject to Florida's Public Record Laws, Chapter 119, Florida Statutes. C. No Third -Party Beneficiaries. The parties expressly acknowledge that it is not their intent to create or confer any rights or obligations in or upon any third person or entity under this Agreement. Nothing herein shall be construed as consent by any agency or political subdivision of the State of Florida to be sued by third -parties in any matter arising out of any contract. D. Confidentiality of Student Information. MDM understands and agrees that it is subject to all applicable federal and Florida laws and all School Board policies related to the confidentiality of student records. MDM further agrees to comply the Federal Family Educational Rights and Privacy Act ("FERPA" 34CFR§99) and shall (i) use any personally identifiable student information ("Information") only as provided in this Agreement, (ii) maintain the confidentiality of the information and, (iii) return the Information to the Agency upon termination of the Agreement. MDM shall treat all information as confidential and will not disclose the information to any third -party. E. Insurance. M-DCPS and MDM agree to insure or self -insure their respective interests to the extent each deem necessary or appropriate. Upon written request, evidence of self-insurance or insurance shall be furnished to either party. #39841128 v5 F. Indemnification. 1. MDM does hereby agree to hold harmless, indemnify and defend the Indemnities (as hereinafter defined) against any claim, action, loss, damage, injury, liability, cost or expense of whatsoever kind or nature, including, but not by way of limitation, attorneys fees and court costs arising out of bodily injury or Agreement by or on behalf of MDM. The following shall be deemed to be indemnities: The School Board of Miami -Dade County, Florida and its members, officers and employees. However, nothing herein shall be deemed to indemnify the School Board for any liability or claim arising out of the negligent performance or failure of performance of the School Board or as a result of the negligence of any unrelated third -party. 2. The School Board of Miami -Dade County, Florida does hereby agree to hold harmless and indemnify MDM to the extent of limitations included within Florida Statutes, Section 768.28, subject to the provisions in this act whereby the School Board shall not be held liable to pay a personal injury claim or property damage claim or judgment by any one person which exceeds the sum of S200,000, or any claim or judgments or portions thereof, which, when totaled with all other claims or judgments paid by the state or its agencies or subdivisions arising out of the same incident or occurrence, exceeds the sum of S300,000 from any and all persons injury or the negligent performance of this Agreement. However, nothing herein shall be deemed to indemnify MDM for any liability or claim arising out of the negligent performance or failure of performance of MDM or as a result of the negligence of any unrelated third -party. G. Modification. This Agreement may be modified or amended only in writing by mutual consent of both parties. H. Governing Law & Venue. This agreement shall be construed in accordance with the laws of the State of Florida. Any dispute with respect to this agreement is subject to the laws of Florida, venue in Miami -Dade County. Each party shall be responsible for its own attorneys' fees and costs incurred as a result of any action or proceeding under this agreement. I. Notices. All notices or communication under this Agreement by either party to the other shall be sufficiently given or delivered as follows: To MDM: With copy to: MDM Development, LLC Attn: Luis Pulenta 9090 S. Dadeland Blvd. . Miami, FL 33156 Phone: (305) 671-5034 E-mail: luis.pulentaQa.mdmusa.com #39841128_v5 To M-DCPS: With copy to: Richard Schatz, Esq. Stearns Weaver Miller Weissler Alhadeff& Sitterson, P.A. 150 W. Flagler Street, 22"d Floor Miami, FL 33130 Phone: (305) 789-3200 E-mail: RSchatz@stearnsweaver.com The School Board of Miami -Dade County, Florida Attn: Alberto M. Carvahlo, Superintendent 1450 N.E. VI Avenue, Ste. 912 Miami, FL 33132 The School Board of Miami -Dade County, Florida Attn: Walter J. Harvey, School Board Attorney 1450 N.E. 2"d Avenue, Ste. 430 Miami, FL 33132 [SIGNATURE PAGE TO FOLLOW] #39841128_v5 SIGNATORY FORM In witness hereof the parties hereto have caused to bc executed below the signatures of the authorized representatives of the parties hereto who are fully and duly authorized to execute this agreement on behalf of the respective parties hereto: MDM Program Authorized Representative Name (Print) Program Authorized Representative (Signature) M-DCPS Approved as to Legal Form & Legal Sufficiency: Attorney for Boa o Miami -Dade County, Florida Review and Approved: anag IYI4-A1118 nkrAiM, Title (Print) of.,,,c) Date Date iami-Dade County Public Schools Date #39841128 v5 Exhibit "I" Goodwill L.O.I. #46225883_v2 Provitiins 6ca.141ettrdlylacarg. Laumdry & Limp% Serrims /a Soria klonlia This Letter of Intent is between Goodwill Industries of South Florida and Miami Marriott Marquis and Expo Center this day June 23, 2015. Goodwill Industries of South Florida agrees to provide laundry and linen services to the Miami Marriott Marquis and Expo Center. It is estimated that the Miami Marriott Marquis and Expo Center will generate annually, no less than, 8 to 12 million pounds of linen, which will include bed linens, towels, pool towels and banquet linens. Uniforms are not included nor expected at this time to be processed by Goodwill Laundry and Linens. However, the parties agree they will enter into a separate arrangement regarding uniforms, if applicable. In addition, from this point on, Goodwill Industries of South Florida shall be referred to as the (Provider) and the Miami Marriott Marquis and Expo Center shall be referred to as the (Customer). The Provider agrees to have enough quantities for daily linen service (linen exchange carts), assuming they are the standard industry model. Carts provided by Provider are assumed to be for the purpose of transporting linen to and from the laundry and the various locations and collection points for soiled linen internally in the hotel and convention facilities of Customer. Linen services shall be provided seven days a week, including holidays. Delivery times and points of delivery and pick-ups will be reasonably determined by the Customer, as acceptable to Provider. ft is the assumption of the Provider that the Customer shall maintain adequate par levels of room and table linen, which is to be determined prior to the start of laundry services. Computation of Pricing: The projected estimated pricing will be based on the then current utility, labor, and supply costs. Pricing will also assume no special or custom delivery truck types. The final linen service contract is expected to be for the duration of five years, with options to renew. This may be adjusted to no less than a minimum of a three year term upon mutual agreement between the Customer and the Provider. Pricing at the agreed upon rate and terms will remain in effect throughout the term of the contract. Pricing will be based on Clean Linen Pounds Shipped. The range of pricing will be adjusted according to the total annual poundage, which is expected to be no less than 8 to 12 million pounds. The lower price range will be based on 12 million pounds and the higher price range will be based on 8 million pounds annually. Summation: This Letter is intended to be a brief summary evidencing the current intentions of the parties and certain (but not all) of the material terms with respect to the arrangement between the parties. It is expressly understood that this Letter is not intended to, and does not, constitute a binding agreement. The parties will negotiate in good faith to prepare a final agreement. The arrangement between Goodwill Industries of South Florida and the Miami Marriott Marquis and Expo Center will provide much needed jobs in the Over Town and Liberty City areas of Miami -Dade County. Four cents of the cost per pound from the linen services provided will go to support Goodwill's Operations Support and for training and enhancements to labor. Thank you very much for this opportunity. Goodwill is looking forward to getting started on this very exciting project. Agreed and Accepted: Goodwill Industries of South Florida By: Name: Hrry Rrnsarran Title: Vice President Service Contracts Miami Marriott Name: Title: Exhibit "J" MDCC & NAACP M.O.U.s #46225883_v2 MEMORANDUM OF UNDERSTANDING AMONG THE MIANH DADE CHAMBER OF COMMERCE AND P & G INVESTORS, LLC THIS Memorandum of Understanding (hereinafter referred to as "MOU") is entered into on this day of , 2016, by and between the MIAMI DADE CHAMBER OF COMMERCE, a State of Florida non-profit entity, whose address is Miami, Florida, (hereinafter, "MDCC"), and P & G INVESTORS, LLC whose address is 9090 S. Dadeland Blvd., Ste. 210, Miami, Florida, (hereinafter, "MDM"), all of whom are collectively referred to herein as the ("Parties"). WITNESSETH: WHEREAS, presently, residents of the Southeast Overtown/Park West ("SEOPW") Community Redevelopment Agency ("CRA") suffer from the highest poverty rate of all communities within the City of Miami, Florida ("City") and the median household within SEOPW redevelopment boundary is a mere $21,250 annually or approximately 49% of the Miami -Dade County, Florida ("County") median household income; and WHEREAS, the County's hospitality sector is currently experiencing explosive growth in the number of new hotel units proposed and presently under construction that will generate significant demand for qualified hospitality employees in the local work force; new business opportunities for local contractors, vendors, and related businesses, and WHEREAS, MDM intends to develop a 1,700 room hotel, in two phases, and 600,000 gross sq. ft. exposition center complex on the former site of the old Miami Arena, located at 700 N. Miami Avenue, Miami, FL (the "MDM Project"), which alone will generate demand for an estimated 1,300 full-time, employees when fully operational, as well as opportunities for vendors and new related businesses; and WHEREAS, meeting the anticipated demand for qualified vendors and related businesses generated by the MDM Project and other proposed projects within the County will require a coordinated effort between academia, the public sector, non-profit associations, and private employers; and WHEREAS, MDM and MDCC wish to collaborate to support MDM's vendor, and related business needs, and that of other hotel project sponsors in the forthcoming years. NOW THEREFORE, in consideration of the mutual terms, conditions, promises, and covenants hereinafter set forth, MDC and MDM agree as follows: I. RECITALS The recitals set forth hereinabove shall be incorporated as if fully set forth below. IL PURPOSE The purpose of this MOU is to establish an agreement among the above -mentioned entities, MDCC and MDM, concerning their respective roles and efforts to identify, reach -out and assist in coordinating connections between vendors and new business opportunities, and review vendor and business readiness, including construction, hospitality and culinary training and support industries to the South Florida community, with an emphasis on prioritizing opportunities for residents of specified zip codes with high poverty rates as identified by the SEOPW CRA (the "Targeted Zip Codes"), III. INTRODUCTION In response to the increasing needs of South Florida hospitality business and workforce, MDM has entered into this MOU with MDCC for the purpose of identifying, recruiting, and screening potential vendors and businesses, and for business readiness, opportunities, guidance training, and support to individuals and small and minority businesses domiciled, start-ups, and relocations in the Targeted Zip Codes located within the redevelopment area, City, and County, which programs will be encouraged by MDCC and supported by the demand from MDM's project. SCOPE OF WORK MDM and MDCC, agree to undertake the activities set forth in Exhibit "A", Scope of Work, attached hereto and incorporated herein by reference hereto as if fully set forth herein. Any modifications to the Scope of Work shall only be valid when they have been reduced to writing, duly approved and signed by an authorized official of both the Parties. V. PERIOD OF PERFORMANCE The term of this MOU shall commence upon the execution of this Agreement by each of the Parties and shall expire upon the completion of the Development (the "Term"), unless earlier terminated as provided for hereinafter or otherwise extended by the mutual written agreement of the Parties MDCC's continued performance of the roles and responsibilities to be provided in accordance with Exhibit "A", Scope of Work, shall be contingent on the availability of funding mechanisms to support such programs. CONFIDENTIALITY To the extent allowed by federal and Florida law, the Parties to this MOU agree to: 2 A, Keep confidential, and not open to examination for any purpose not directly connected with the delivery of such services, individual records of all applicants relating to services provided under this MOU, including eligibility for services, enrollment, and referral. B. Refrain from publishing, disclosing or using, or permitting or causing to be published, disclosed or used, any confidential information pertaining to applicants, participants, or customers overall. C. Abide by the current confidentiality and public records provisions of the applicable federal and state statutes and regulations and shall share information necessary for the administration of the program. To the extent permitted by law, the Parties therefore agree to share client information necessary for provisions of services (i.e., assessments universal intake; program or training referral; job development or placement activities, and other services as needed for employment or program support purposes). D. Although the parties agree to exchange confidential information in accordance with applicable law and to the extent necessary to comply the goals of this MOU, the Parties also agree to obtain individual authorizations from the applicants and program participants specifically authorizing the release of educational records to the Parties, agents or subcontractors. VIII. INDEMNIFICATION A. MDCC shall indemnify, defend, and hold harmless MDM and its respective officers, employees, agents, servants, agencies and instrumentalities from any and all liability, losses or damages, including attorney's fees and costs of defense, MDM and its respective officers, employees, agents, servants, agencies or instrumentalities may incur as a result of any and all claims, demands, suits, causes of action or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by MDCC or MDCC's trustees, officers, employees, agents, servants, partners, principals or subcontractors. MDCC shall pay all claims and losses of any kind in connection therewith and shall investigate and defend ail claims, suits or actions of any kind or nature in the name of MDM, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees that may issue thereon. Provided, however, this indemnification shall only be to the extent and within the provisions, limits and limitations of Section 768.28, Florida Statutes, as may be amended. B. MDM shall indemnify, defend, and hold harmless MDCC and its respective trustees, officers, employees, agents, servants, agencies and instrumentalities from any and all liability, losses or damages, including attorney's fees and costs of defense, which MDCC and its respective officers, employees, agents, servants, agencies or instrumentalities may incur as a result of any and all claims, demands, suits, causes of action or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by MDM or MDM's officers, employees, agents, servants, partners, principals or subcontractors. MDM shall pay all claims and losses of any kind in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of MDCC and MDM, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees that may issue thereon. . TERMINATION This MOU may be terminated without cause by any party hereto upon providing ninety (90) days' prior written notice to the other Parties. X. NOTICE It is understood and agreed among the Parties that written notice shall be mailed or delivered to the addresses set forth below and shall constitute sufficient written notice. The Parties designate the following: For MDCC: Mr. Gordon Eric Knowles, President & C.E.O. Miami -Dade Chamber of Commerce 100 S. Biscayne Blvd., 3rd Floor Miami, FL 33131 For MDM: Luis Pulenta, Managing Member MDM Development, LLC 9090 S. Dadeland Blvd., Ste. 210 Miami, FL 33156 iF,NDMENTS Any alterations, amendments, variations, modifications, extensions or waivers of provisions of this MOU shall only be valid when they have been reduced to writing, duly approved and signed by all Parties hereto. . AUTONOMY MDCC and MDM agree that this MOU does not create or recognize any partnership, joint venture, or any other kind of organizational relationship other than herein set forth among the Parties hereto. All Parties hereto acknowledge the independence and autonomy of all Parties hereto. All Parties hereto remain, at all times, independent contractors, and not partners, under state law. The same provisions apply to each Parties employees and officials who are independent contractors as to each other, and no employee or official party is entitled to worker's compensation, pension, disability, or any other benefit or stipend from any other Party to this Agreement. PRIOR AGREEMENTS This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the Parties agree that there 4 are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. GRIEVANCE PROCEDURES The Parties agree to comply with any applicable grievance procedures as may be required by state and federal law. Venue for any legal proceeding shall be Miami -Dade County, Florida. XV. C ERTEN 'CATION By signing this MOH, the Parties hereto agree that the provisions contained herein are subject to all applicable, federal, State of Florida and local laws, regulations and guidelines relating to, but not limited to, nondiscrimination, equal opportunity, displacement, privacy rights of participants, and maintenance of records and other confidential information. [SIGNATURE PAGE TO FOLLOW] 5 IN WITNESS HEREOF THE PARTIES HERETO HAVE CAUSED TO BE EXECUTED THIS MEMORANDUM OF UNDERSTANDING BY THE REPRESENTATIVES HERETO WHO ARE FULLY AND DULY AUTHORIZED TO EXECUTE THIS AGREEMENT ON BEHALF OF TIIE RESPECTIVE PARTIES HERETO: Luis Pulenta Managing Member MIAMI DADE CHAMBER OF COMMERCE (MDCC) BY: 6 Date I II IT "A"SCOPE OF WORK The purpose of this MOU is to establish an agreement among the above -mentioned entities, MDCC and MDM, concerning their respective roles and responsibilities for the identification and assessment of vendors, and businesses including new business and readiness opportunities and related needs and coordination to the South Florida community, with an emphasis on prioritizing training opportunities for residents, businesses and vendors of specified zip codes with high poverty rates as identified by the SEOPW CRA (the "Targeted Zip Codes"). L ROLES AND RESPONSIBILITTFS A. MDCC will: • In consultation with MDM, identify opportunities for existing and proposed vendor and related business needs and that of other hotel projects within the County. • Identify training needs to be provided by MDM or its third parties in such intervals as necessary to support an adequate supply of businesses and vendors to meet the project needs of the MDM Project and other hotel projects within the County. In conjunction with MDM, assist in recruiting participants into vendor and related business readiness and training by third parties. • Support program participants who have successfully completed training with a MDCC Certificate of Completion and/or industry -recognized certificate or assessment (upon achieving a completion of the curriculum). Work with MDM to design a donor development strategy to solicit funds from other public and private parties within the industry and public partners to support the on -going operations of the MDCC. Promote the collaboration with MDM. At MDM expense advertise and solicit vendors and related business from the Targeted zip codes as well as minority and small businesses of Miami -Dade County including announcements and distributions of RFPs, RFQs, and invitations to bid. Attend vendor fairs sponsored by the Project and notify applicants and potential vendors to participate in Project vendor fairs B. MDM will: Promote the collaboration with MDCC. 7 Upon signing of the MOU, MDM will make application for membership in the MDCC as a trustee member at $3,000 annually. Prior to undertaking vendor fairs for the Project, MDM will coordinate and advertise for such fairs with MDCC and for the duration of that coordination, of not less than two years, will upgrade its membership in the MDCC to "Circle of Friends" status at published rates. MDM will, will provide to MDCC a fee of $1,000,00 plus pre -approved reimbursables, if any, per vendor fair for its expense in coordination and solicitation of attendees. Coordinate with MDCC to design a donor development strategy to solicit funds from other private and public parties within the industry to support the on -going operations of the MDCC. As a Circle of Friends member, MDM, will support as a sponsor (minimum $5,000.00 ea.), in addition to solicit other private and public entities for up to two MDCC signature events annually. As a Circle of Friends member, MDM, on behalf of MDCC's programs, solicit funds from other private operators within the industry to solicit support the on -going operations of MDCC programs. Consult with MDCC to refine curriculum needs of the existing and new vendors, and existing and new businesses and related business readiness, to meet MDM Project, vendor, and related business needs and network that of other hotel projects within the County. Assist with recruitment of participants into vendor and related business readiness trainings delivered by the MDCC. MDM shall promote the collaboration in all available company digital platforms, including, but not limited to, website, blog, and social media. 8 MEMORANDUM OF UNDERSTANDING AMONG THE MIAMI DADE NAACP BRANCH AND P & G INVESTORS, LLC THIS Memorandum of Understanding (hereinafter referred to as "MOU") is entered into on this day of , 2016, by and between the MIAMI DADE NAACP BRANCH, a State of Florida non-profit entity, whose address is P.O. Box 54315, Opa Locka, FL 33054, (hereinafter, "NAACP"), and P & G Investors, LLC, a Florida limited liability company, whose address is 9090 S, Dadeland Blvd. Miami, FL 33156, (hereinafter, "Developer"), all of whom are collectively referred to herein as the ("Parties"). WITNESSETIL WHEREAS, presently, residents of the Overtown Community suffer from one of the highest poverty rates of all communities within the City of Miami, Florida ("City") and the median household is extremely low relative to the Miami-Dadc County, Florida ("hereinafter, "County") median household income; and WHEREAS, the Miami World Center Marriott Marquis Hotel & Conference Center proposed to be constructed on the site of the old Miami Arena (hereinafter, "Proiect") will generate significant demand for new business opportunities for local contractors, vendors, and related businesses, and WHEREAS, Developer intends to construct a 1,700 room hotel, in two phases, and an accompanying convention center that will include approximately 600,000 gross square foot of meeting and exposition space. Developer will work with the NAACP to develop and launch the small business AIM Project (Activate, Identify, and Monitor) to provide maximum participation and awareness to the residents of Overtown and the local community about job training and requirements for the business opportunities in the proposed Project; WHEREAS, meeting the anticipated demand for qualified vendors and related businesses generated by the Miami World Center Marriot Marquis Hotel & Conference Center within the County will require a coordinated effort between the public sector, non-profit associations, and private employers. Developer will work with the NAACP to identify and break down pre- and post -construction opportunities that can be tailored for area residents and small business owners. Further, Developer will work with NAACP to ensure maximum small business participation. WHEREAS, NAACP wishes to work together with Developer through the "AIM Project" to promote, engage and encourage Developer's small business hiring program for all architecture and engineering services, construction services and other goods and services related to the development plan. Developer will work with the NAACP and other community stakeholders to develop awareness and outreach objectives for local business owners and service providers, and identify pre- and post - construction business opportunities for local residents and business owners. WHEREAS, NAACP is a local chapter of The National Association for the Advancement of Colored People, an African -American civil rights advocacy organization in the United States formed in 1909. NOW T H EREFORE, in consideration of the mutual terms, conditions, promises, and covenants hereinafter set forth, NAACP and Developer agree as follows: Z. RECITALS The recitals set forth hereinabove shall be incorporated as if fully set forth below. . PURPOSE The purpose of this MOU is to establish an agreement among the above -mentioned entities, NAACP and Developer, concerning their respective roles and efforts to identify, reach -out and assist in coordinating connections between vendors and new business opportunities, and review vendor and business readiness, including construction and architectural and engineering services, aiming to support businesses and industries within the South Florida community, with an emphasis on prioritizing opportunities for minority and small business enterprise. JIL INTRODUCTION In response to the increasing needs of the South Florida minority and small business community, Developer has entered into this MOU with NAACP for the purpose of identifying, recruiting, and screening potential vendors and businesses, and for business readiness, opportunities, guidance training, and support to individuals and small and minority businesses domiciled, start-ups, located within, the City of Miami, and Miami -Dade County, which programs will be encouraged by NAACP and supported by the demand generated by Project. IV. SCOPE OF WORK Developer and NAACP, agree to undertake the activities outlined in Exhibit "A", Scope of Work, attached hereto and incorporated herein by reference hereto as if fully set forth herein. Any modifications to the Scope of Work shall only be valid when they have been reduced to writing, duly approved and signed by an authorized official of the Parties. V. PERIOD OF PERFORMANCE The term of this MOU shall commence upon the execution of this Agreement by each of the Parties and shall expire at the conclusion of the Development (the "Term"), unless earlier terminated as provided for hereinafter or otherwise extended by mutual agreement of the Parties. 2 VI. CONFIDENTIALITY To the extent allowed by federal and Florida law, the Parties to this MOU agree to: A. Keep confidential, and not open to examination for any purpose not directly connected with the delivery of such services, individual records of all applicants relating to services provided under this MOU, including eligibility for services, enrollment, and referral. B. Refrain from publishing, disclosing or using, or permitting or causing to be published, disclosed or used, any confidential information pertaining to applicants, participants, or customers overall. C. Abide by the current confidentiality and public records provisions of the applicable federal and state statutes and regulations and shall share information necessary for the administration of the program. To the extent permitted by law, the Parties therefore agree to share client information necessary for provisions of services (i.e., assessments universal intake; program or training referral; job development or placement activities, and other services as needed for employment or program support purposes). D. Although the parties agree to exchange confidential information in accordance with applicable law and to the extent necessary to comply the goals of this MOU, the Parties also agree to obtain individual authorizations from the applicants and program participants specifically authorizing the release ofeducational records to the Parties, agents or subcontractors. E. Keep confidential any work plans, bids, contracts, budgets and staffing plans of the Developer, INDEMNIFICATION A. NAACP shall indemnify, defend, and hold harmless Developer and its respective officers, employees, agents, servants, agencies and instrumentalities from any and all liability, losses or damages, including attorney's fees and costs of defense Developer and its respective officers, employees, agents, servants, agencies or instrumentalities may incur as a result of any and all claims, demands, suits, causes of action or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by NAACP or NAACP's, officers, employees, agents, servants, and partners. Provided, however, this indemnification shall only be to the extent and within the provisions, limits and limitations of Florida law. B. Developer shall indemnify, defend, and hold harmless NAACP and its respective officers, employees, agents, servants, agencies and instrumentalities from any and all liability, losses or damages, including attorney's fees and costs of defense, which NAACP and its respective officers, employees, agents, servants, agencies or instrumentalities may incur as a result of any and all claims, demands, suits, causes of action or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Agreement by Developer or Developer's officers, employees, agents, servants, partners, principals or subcontractors. Developer shall pay 3 all claims and losses of any kind in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of NAACP and Developer, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees that may issue thereon. TERMINATION This MOU may be terminated without cause by any party hereto upon providing ninety (90) days' prior written notice to the other Parties. X. NOTICE It is understood and agreed among the Parties that written notice shall be mailed or delivered to the addresses set forth below and shall constitute sufficient written notice. The Parties designate the following: For NAACP: Miami -Dade Branch, National Association for the Advancement of Colored People Attention: Dr. Shirley Johnson, .2nd Vice President P.O. Box 54315 Opa Locka, FL 33054 For Developer: P & G Investors, LLC Attention: Mr. Luis Pulenta, Manager 9090 South Dadeland Blvd., Ste. 210 Miami, FL 33156 XI. AMENDMENTS Any alterations, amendments, variations, modifications, extensions or waivers of provisions of this MOU shall only be valid when they have been reduced to writing, duly approved and signed by all Parties hereto. . AUTONOMY NAACP and Developer agree that this MOU does not create or recognize any partnership, joint venture, or any other kind of organizational relationship other than herein set forth among the Parties hereto. All Parties hereto acknowledge the independence and autonomy of all Parties hereto. All Parties hereto remain, at all times, independent contractors, and not partners, under state law. The same provisions apply to each Parties employees and officials who are independent contractors as to each other, and no employee or official party is entitled to worker's compensation, pension, disability, or any other benefit or stipend from any other Party to this Agreement. 4, XIII. PRIOR AGREEMENTS This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained herein and the Parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the Parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written, GRIEVANCE PROCEDURES The Parties agree to comply with any applicable grievance procedures as may be required by state and federal law. Venue for any legal proceeding shall be Miami -Dade County, Florida. XV. CERTIFICATION By signing this MOU, the Parties hereto agree that the provisions contained herein are subject to all applicable, federal, State of Florida and local laws, regulations and guidelines relating to, but not limited to, nondiscrimination, equal opportunity, displacement, privacy rights of participants, and maintenance of records and other confidential information. [SIGNATURE PAGE TO FOLLOW] IN WITNESS HEREOF THE PARTIES I-1P RETO HAVE CAUSED TO BE EXECUTED THIS MEMORANDUM OF UNDERSTANDING BY THE REPRESENTATIVES HERETO WHO ARE FULLY AND DULY AUTHORIZED TO EXECUTETHIS AGREEMENT ON BEHALF OF THE RESPECTIVE PARTIES HERETO: DEVELOPER Luis Pulenta Title: Manager MIA14,1I DADE NAACP BRANCH BY: Dr. Shirley Johnson Title: 2nd Vice President 6 Date Date EXHIBIT "A" SCOPE OF WORK The purpose of this MOU is to establish an agreement among the above -mentioned entities, NAACP and Developer, concerning their respective roles and responsibilities for the identification and assessment of vendors, and businesses including new business and readiness opportunities and related needs and coordination to the South Florida community. I. ROLES AND RESPONSIBILITIES A. NAACP will: In consultation with Developer, identify opportunities for small business owners, vendors, sub -contractor and rotated business needs within the Miami -Dade County. • Identify training needs to be provided by third parties in such intervals as necessary to support an adequate supply of businesses and vendors to meet the needs of the Project within Miami -Dade County. In conjunction with Developer, assist in recruiting participants into vendor and related business readiness and training by third parties. • Support program participants who have successfully completed training with a NAACP Certificate of Completion and/or industry -recognized certificate or assessment. • NAACP to promote the collaboration with Developer. • Assist Developer in identifying minority, small business enterprises, vendors and related business within the City of Miami and Miami -Dade County to participate in responding to RFPs, RFQs, and invitations to bid that Developer will identify as part of the construction phase and operations phase. B. Developer will: mi Promote the collaboration with NAACP. • Upon finalization of governmental approvals, Developer will make application for membership in the NAACP as a trustee member at published rates. #4907325 v 1 Consult with NAACP to define the needs of the existing vendors, new businesses and related business readiness, to meet Developer vendor, and related business needs of the Project. Assist with recruitment of participants into vendor and related business readiness trainings delivered by the NAACP or third parties. 7 Exhibit "K" Project Business Opportunities Construction -Related Opportunities Security General Labor Site Clean -Up — Exterior/Interior Bulk Waste Disposal Construction Safety Construction Clothing Construction Hygiene Supplies Laborer Parking & Transportation Temporary Weather Protection Water Remediation Fire -Suppression General Building Materials Sales/Delivery Construction Management — Support Scheduling & Accounting Food Preparation & Delivery Hotel Operations Direct Vendors Food Area Cleaning Bulk Laundry (Goodwill) Dry Cleaning (Employee unifornis, etc.) Office Supplies Equipment Rental Equipment Repair & Maintenance Hotel Referrals (Guest Services) Beauty Services (Hair Stylist; Manicure; Pedicure; etc.) Food Delivery Delivery Services Dry Cleaning (Guest Personal Items) Child Care Pet Care & Grooming Dog Walking Local Guides Translation Services On -Call Medical & Dental Auto & Personal Transportation Services Taxi/Uber/Personal Car Services Vehicle Repair & Service Vehicle Rental Vehicle Towing Vehicle Fueling Bus & Group Travel Services Neighboring Off -Street Parking Facilities Convention Guest Services Event Set -Up & Take -Down #46225883_v2 Storage Facility Maintenance (Minor Repairs; Painting) Janitorial Services (Vacuuming; Cleaning; etc.) Tents & Temporary Structures (Rental; Set -Up) Truck Marshalling & Security (off -site) Trade Support Event Entertainers Event Models Group Guides Printing Food/Beverage Kiosks Event Business Center Neighborhood RetaiUServices (Storefronts) Beauty Shops Car Rental Service Travel Agencies Dining — Fast Casual & Take -Out Restaurants Bars/Cafes Boutique Hotels Entertainment Venues Bakeries/Coffee Shops Bike Rental/Alternate Transportation Rental Gym Retail Gift/Apparel #46225883_v2 Exhibit "L" Monitoring Contract Scope of Services The firm retained by the CRA pursuant to the Compliance Monitoring Contract will be required to perfonn the following services: (a) Monitor compliance and audit the calculation of compliance by the Developer of the Laborer Participation Requirements under Sections 3.1.2, 3.1.7.1 and 3.1.7.3 of the Agreement. (b) Monitor compliance and audit the calculation of compliance by Developer of the Skilled Labor Participation Requirements under Sections 3.1.3, 3.1.7.1 and 3.1.7.4 of the Agreement. (c) Monitor compliance and audit the calculation of compliance by Developer with the Subcontractor Participation Requirements of Section 3.1.4, Section 3.1.7.1 and 3.1.7.2 of the Agreement. (d) Monitor compliance with Section 3.1.1 and 3.1.10 of the Agreement. (e) Monitor and audit compliance by Developer of Section 3.1.11 of the Agreement. (f) Monitor compliance by the Developer of Section 3.1.12 of the Agreement. (g) Monitor compliance and audit the calculation of compliance by Developer of the Full - Time Employee Participation Requirements under Sections 3.2.4 and 3.2.6 of the Agreement. (h) Monitor compliance and audit the calculation of compliance by the Developer of the Part -Time Employee Participation Requirements under Sections 3.2.5 and 3.2.7 of the Agreement. Monitor compliance with the vendor opportunities of Section 3.2.9 of the Agreement. #46225883_v2 Exhibit "M" CRA Grant Obligations Name Par Amount Annual Debt Service Maturity Year Mama Hattie $ unknown (est) unknown Gibson Park Improvement Grant $14.1 mullion (See Exhibit F-1) 2030 #46225883_v2 Exhibit "M-1" ''$ON PARKLOA 'PAW Oftk Pll rVi : prif-(Sir4 orost: '20 .5;.,!: 3300 -.2t)2D 3Q• :4.. ,202,1 A! , 114.2, 1:422• , 408i19001% ''PO2' • 4g4940o- Z709, l'80 2024• 4441001.;), 4454Q- 20255co• 1;41113. go • :11049'lg TOO , 'pelpap.0:11.7m4e11.00.(121 PeCRW.0100.0t0h,kil #4948749 v2 '12 !2 Si 5 5'S114.3.8 0(x.)a ,„ , .• . - 00g0.0. ,.. ,, ..', .'. SEOP ProARP , ereTl'1 . i • ' PtOp al.. nrt tbt'a I :.ii.are -440059 • ' 4 410 X 54 '.,44 4g,-155: 4000.% 22i 42,O.A0 ,e112,:R91' .$331'0'57 -44168.0 0,01 '6.7R'',0411 '8754 40,In :$2,:a03 11-a;9355. till'aPg ''n...957.'l 44.2A436'.. 1.b;Z9A., 15.414).390 1tiN, :8470 „pt A'2,1jA2, 05;.'3#0' 22(),'544 ,7'/Q, 00; 1.50,6$.1 • :85740.! 711460 1,.ol .tgif: 446100. 'e.q5L19.0,P. glfgal :P,'EA't gt.v.gl: , : 446225883_v2