HomeMy WebLinkAbout12-00820 07-30-2012 Legislation with attachment(s)City of Miami
Legislation
CRA Resolution
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
File Number: 12-00820 Final Action Date:
A RESOLUTION, WITH ATTACHMENT(S), OF THE BOARD OF COMMISSIONERS
OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY AUTHORIZING THE EXECUTION OF AN
ECONOMIC INCENTIVE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED
FORM, (THE "ECONOMIC INCENTIVE AGREEMENT"), WITH WEXFORD MIAMI,
LLC AND WEXFORD MIAMI 1851, LLC (OR A SIMILAR WEXFORD ENTITY)
(COLLECTIVELY, THE WEXFORD ENTITIES) WHICH ECONOMIC INCENTIVE
AGREEMENT CONTEMPLATES THAT THE WEXFORD ENTITIES WILL PAY
THREE MILLION DOLLARS IN COMMUNITY BENEFITS AND HELP DEVELOP
LONG-TERM TRAINING PROGRAMS TO DEVELOP SKILL SETS AND
EXPERTISE NEEDED IN THE LIFE SCIENCES AND TECHNOLOGY FIELDS AT
THE UNIVERSITY OF MIAMI LIFE SCIENCE PARK ("PROJECT"), AND THE CRA
WILL PAY TO THE WEXFORD ENTITIES A PERCENTAGE OF THE TIF
REVENUES GENERATED FROM THE BUILDINGS DEVELOPED BY THE
WEXFORD ENTITIES AT THE PROJECT, IN AN AMOUNT NOT TO EXCEED
$600,000, PER YEAR, PER BUILDING, WITH A MAXIMUM OF $5,000,000.00 PER
BUILDING FOR THE LIFE OF THE CRA, PURSUANT TO THE TERMS OF THE
ECONOMIC INCENTIVE AGREEMENT; FURTHER AUTHORIZING THE
EXECUTIVE DIRECTOR TO EXECUTE AND AMEND ALL DOCUMENTS
NECESSARY FOR SAID PURPOSE, IN A FORM ACCEPTABLE TO SPECIAL
COUNSEL.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is
responsible for carrying out community redevelopment activities and projects within its Redevelopment
Area in accordance with its approved Redevelopment Plan; and
WHEREAS, Section 2, Goal 4/Principle 4, at pages 12 and 14, of the 2009 Amended and
Restated Southeast Overtown/Park West Redevelopment Plan, lists loll -eating jobs within the
Community," as stated redevelopment goals; and
WHEREAS, pursuant to Florida Statute Chapter 163.370(2)(n), the CRA may coordinate and
direct the provisions of Chapter 163 in order that the objective of remedying slum and blighted areas
and preventing the causes thereof may be most effectively achieved; and
WHEREAS, Wexford Miami, LLC has developed an office building, within the redevelopment
area, that includes a research and development facility containing approximately 252,000 square feet
of office and research space, and ancillary retail space, and surface parking spaces for approximately
416 vehicles; and
WHEREAS, Wexford 1851, LLC (or a similar Wexford Entity) will develop a 220 room, 16 story
hotel and conference center, approximately 4,000 rentable square feet of retail and restaurant space
and approximately 99,000 gross square feet of clinical/lab office space; and
City of Miami
Page 1 of 2 File Id: 12-00820 (Version: 1) Printed On: 7/20/2012
File Number 12-00O2O
VVHEREAS, the Board of Commissioners wishes to authorize the Executive Director to execute
the Economic Incentive Agreement, in substantially the attached form, with Wexford W1ianni. LLC and
\8/eXfOPd K8igrni 1851' LLC (o[ a oinOi|m[ VVeXfonj entity) (collectively, the \8/eXf0Pd Entities) which
Economic Incentive Agreement contemplates that the Wexford Entities will pay Three Million Dollars in
community benefits and help develop long-term training programs to develop skill sets and expertise
needed in the life aoiannea and technology fields at the University of Miami Life Science Pork
("Project"), and the CRAvviU pay to the Wexford Entities a percentage of the T|F revenues generated
from the buildings developed by the VVexhzPd Entities at the Project, in an amount not to exceed
$600,000, per year, per bui|ding, with a maximum of $5.000.000.00 per building for the life of the CRA.
pursuant tothe terms ofthe Economic Incentive Agreement.
NOW, THEREFORE. BE IT F<ES[)U/EO BY THE BOARD OF [|{)M[N|SQ|ONER8 OF THE
SOUTHEAST [)VERTC)VVN/PAFlK WEST COMMUNITY REDEVELOPMENT AGENCY:
Section 1. The recitals and findings contained in the Preamble tothis Resolution are adopted
by reference and incorporated herein as if fully set forth in this Section.
Section 2. The EXeoUUVe Director is hereby authorized to execute the Economic Incentive Agreement,
in substantially the attached fornm, with the Wexford Entities which Economic Incentive Agreement
contemplates that the Wexford Entities will pay Three Million Oo||ore in community benefits and help
develop long-term training programs to develop skill sets and expertise needed in the life sciences and
technology fields at the Project, and the CRAvvi|| pay to the Wexford Entities o percentage of the T|F
revenues generated from the buildings developed bythe Wexford Entities at the Project, in an amount
not to exceed $600.000. per year, per bVi|ding, with a rnGxirnunn of $5.000.000-00 per building for the
life ofthe CF</\.pursuant tothe terms of the Economic Incentive Agreement.
GectioO3. The Executive Director is authorized to execute and amend all documents
necessary for said purpoae, in afornl acceptable to Special Counsel.
Section 4. This resolution shall become effective immediately upon its adoption.
APPROVED A8TO FORM AND CORRECTNESS:
VV|LL|/\K8 R. BLDC]yN
SPECIAL COUNSEL
Ch.))efMiami
Page JvfJ File Id: l2'0ox2V(0rviov//)Printed On: 7120120/2
H&K Draft of 7/16/12
UNIVERSITY OF MIAMI LIFE SCIENCE & TECHNOLOGY PARK
ECONOMIC INCENTIVE AGREEMENT
This UNIVERSITY OF MIAMI LIFE SCIENCE AND TECHNOLOGY PARK
ECONOMIC INCENTIVE AGREEMENT (this "Agreement") is made as of this day of
, 2012 by and among the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section
163.356, Florida Statutes (the "CRA"), WEXFORD MIAMI, LLC, a Delaware limited liability
company, authorized to transact business in the State of Florida (the "Building One Developer"),
and WEXFORD MIAMI 1851, LLC, a Delaware limited liability company, authorized to
transact business in the State of Florida [can substitute similar Wexford entity prior to execution]
(the "Wexford 1851").
RECITALS
A. The CRA was formed for the purpose of removing slum and blight in the
Southeast Overtown/Park West redevelopment area (the "Redevelopment Area"), and to promote
redevelopment and employment within the Redevelopment Area.
B. The Building One Developer is the ground lessee, pursuant to that certain
Amended and Restated Ground Lease dated February 19, 2010 (the "Ground Lease"), by and
among University of Miami, a Florida non-profit corporation ("UM"), 7th Ave Market, LLC, a
Florida limited liability company ("Market"; together with UM the "Ground Lessor") and
Building One Developer, with respect to the certain real property located in the Redevelopment
Area, which real property is more particularly described in Exhibit "A" attached hereto and
made a part hereof ("Parcel A"). Parcel A lies within the University of Miami Life Science &
Technology Park that is bounded by NW 20th Street to the north, 1-95 to the east, NW 17th
Street to the south and NW 7th Avenue to the west (the "Life Science Park"), which is located in
the Redevelopment Area.
C. The Building One Developer has developed on Parcel A an office building that
includes a research and development facility containing approximately 252,000 square feet of
office and research space, and ancillary retail space, and surface parking spaces for
approximately 416 vehicles ("Research Building One").
D. Wexford 1851 or the Building One Developer, as determined by the Building One
Developer, in its sole discretion, (the "Building Two Developer") intends to lease from Ground
Lessor that certain real property containing approximately 1.15 acres of land lying within the
Life Science Park and located immediately south of, and abutting, Parcel A, which real property
is shown on Exhibit "B" attached hereto and made a part hereof ("Parcel B"; together with
Parcel A are sometimes, collectively, referred to as the "Wexford Developed Property").
E. The Building Two Developer intends to develop Parcel B to include (1) a 220-
room, 16 story hotel and conference center containing approximately 183,000 gross square feet,
including approximately 4,000 rentable square feet of retail and restaurant space, (2) a
clinical/lab/office facility containing approximately 99,000 gross square feet, including
approximately 93,000 rentable square feet of clinical/lab/office space and (3) an indoor/outdoor
"ram garden" containing approximately 16,000 gross square feet, which will connect with
Research Building One ("Building Two").
F. Ground Lessors are the owners in fee simple of the Wexford Developed Property
and contiguous land comprising the balance of the Life Science Park, which has been designated
for future phases of the Life Science Park, and are participating cooperatively with the Wexford
Developers to develop the Life Science Park consistent with their respective interests.
G. The Building One Developer obtained for Research Building One a Class II
Special Permit issued by the City of Miami, pursuant to the set of plans dated June 16, 2009, and
approved as a non -substantial modification on March 8, 2010, and on August 15, 2011 (as
amended from time to time, the "Building One Class II").
H. The Building One Developer appeared formally at a public hearing before the
Board of Commissioners of the CRA (the "CRA Board") on June 29, 2009 to introduce the Life
Science Park, and to discuss the potential for economic development within the Redevelopment
Area. The CRA Board expressed its support and recognized the economic benefits derived from
the Wexford Developers' significant investment and job creation in the Redevelopment Area.
1. Based on the discussion during the June 29, 2009 meeting and numerous meetings
with members of the CRA Board and staff of the CRA, the Wexford Developers, the Ground
Lessors and their consultants, employees and staff convened numerous meetings with
community residents, community leaders, community organizations, community businesses and
others to discuss Research Building One, Building Two, and the Life Science Park. Wexford
Developers have made donations to community -based organizations within the Redevelopment
Area and within the City of Miami totaling $700,000 in an effort to support their missions.
J. Recognizing the opportunity to address some of the public policy objectives of the
CRA Board and the Redevelopment Plan adopted by the Miami -Dade County Board of County
Commissioners by Resolution No. R-1677-82 and Ordinance 82-115, as amended from time to
time, the Wexford Developers have worked closely with UM, Miami -Dade College and the CRA
to develop a comprehensive public benefits package, which is described in detail in the
University of Miami Life Science & Technology Park Summary of Significant Public Benefits, a
copy of which is attached as Exhibit "C" hereto and made a part hereof ("Public Benefits
Summary"), including a long-term community empowerment program to develop skill sets and
expertise needed in the emerging life sciences and technology fields, along with direct job
opportunities at the Life Science Park.
K. Wexford Developers have requested that the CRA provide economic incentives to
assist in the development, construction, and buildout of Research Building One and Building
Two, and the job creation and other public benefits that will result from the development of the
Life Science Park, as hereinafter provided.
NOW, THEREFORE, in consideration of the mutual promises of the parties contained
herein and other good and valuable consideration, receipt and sufficiency of which are hereby
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acknowledged, the CRA and the Building One Developer and the Building Two Developer
hereby agree as follows:
1. RECITALS. The Recitals to this Agreement are true and correct and are
incorporated herein by reference and made a part hereof.
2. DEFINITIONS. The following terms used in this Agreement shall have the
following meanings:
2.1 "Affiliate" of any Person (the "Specified Person") means any other Person
(a) that directly or indirectly controls, is controlled by or is under common control with the
Specified Person, (b) who is an officer, manager, employee or agent of, partner in, or trustee of,
or serves in a similar capacity with respect to, the Specified Person (or any of the Persons named
in clause (a) (above), (c) of which the Specified Person is an officer, manager, employee, agent,
pal bier or trustee, or serves in a similar capacity, or (d) who is a member of the Specified
Person's family. For purposes of this definition, the term "control" means the direct or indirect
possession of the power to direct or cause the direction of the management or policies of a
Person, whether through the ownership of securities, by contract or otherwise.
2.2 "Auditor" means the independent third party auditor, who may be retained
by the CRA at its sole discretion, at the sole cost and expense of Wexford Developers, provided
that the annual amount paid to Auditor for services in connection with this Agreement shall not
exceed Ten Thousand and no/100 Dollars ($10,000.00) per year with respect to Research
Building One and Ten Thousand and No/100 Dollars ($10,000.00) per year with respect to
Building Two. The Wexford Developers shall provide or make available to Auditor all
necessary back up information or documentation that is requested by Auditor.
2.3 "B2 Laborer Non -Compliance Fund" has the meaning ascribed to such
term in Section 3.2.2.7.
2.4 "B2 Laborer Priority" has the meaning ascribed to such term in Section
3.2.2.1.
2.5 "B2 Laborer Requirement" has the meaning ascribed to such tem, in
Section 3.2.2.1.
2.6 "B2 Monitoring Certificate" has the meaning ascribed to such term in
Section 3.2.2.4.
2.7 "B2 Project Costs" means the hard and soft costs actually paid by the
Building Two Developer to third parties not affiliated with Building Two Developer (other than
the developer fee of approximately $ to be paid to an affiliate of Building Two
Developer) in connection with the development, design and construction of Building Two
(excluding land costs incurred by the Building Two Developer) through Completion and buildout
of tenant improvements.
2.8 "B2 Project Cost Certificate" means that certificate with respect to the B2
Project Costs prepared by the Building Two Developer and certified by the Building Two
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Developer to the CRA, to be true and correct in all material respects which shall be in the foiin
of Exhibit "D" attached hereto.
2.9 "B2 Subcontractor Non -Compliance Funds" has the meaning ascribed to
such term in Section 3.2.2.6.
2.10 "B2 Subcontractor Priority" has the meaning ascribed to such term in
Section 3.2.2.2.
2.11 "B2 Subcontractor Requirement" has the meaning ascribed to such term in
Section 3.2.2.2.
2.12 "B2 Total Laborer Requirement" has the meaning ascribed to such tenn in
Section 3.2.2.1.
2.13 "B2 Total Subcontractor Requirement" has the meaning ascribed to such
term in Section 3.2.2.2.
2.14 "Base Year" shall mean 2011 as to Research Building One and with
respect to Building Two the year prior to Building Two being assessed on the Miami -Dade
County tax rolls.
Recitals.
Recitals.
Recitals.
2.15 "Building One Class II" has the meaning ascribed to such term in the
2.16 "Building One Developer" has the meaning ascribed to such tem, in the
2.17 "Building Two" has the meaning ascribed to such term in the Recitals.
2.18 "Building Two Developer" has the meaning ascribed to such term in the
2.19 "Business Expansion Fund" means that certain fund to be established at
the Miami Foundation, or with such other disinterested third party selected by the CRA Board,
for the purpose of promoting the expansion of business enterprises within and based in the
Redevelopment Area. For purposes of this Agreement, the parties acknowledge and agree that
the Miami Foundation shall be the initial depository of the Business Expansion Fund.
2.20 "City" means the City of Miami, a municipal corporation of the State of
Florida.
2.21 "Completion" means that Building Two has been completed except for the
build out of tenant improvements and a Certificate of Occupancy has been issued by the City for
the core and shell of Building Two.
of Florida.
2.22 "County" means Miami -Dade County, a political subdivision of the State
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2.23 "County Approval" means the approval by the County of the annual CRA
Budget for the respective year, which CRA Budget includes the line item for the payment to the
Building One Developer of the Incremental TIF for Research Building One contemplated to be
paid to the Building One Developer with respect to the Research Building One in accordance
with the terms of this Agreement for the respective year and the line item for the payment to the
Building Two Developer of the Incremental TIF for Building Two contemplated to be paid with
respect to Building Two in accordance with the terms of this Agreement for the respective year.
2.24 "CRA" means the Southeast Overtown/Park West Community
Redevelopment Agency, a public agency and body corporate created pursuant to Section
163.356, Florida Statutes.
2.25 "CRA Approval" means the approval by the CRA Board of the annual
CRA Budget for the respective year, which CRA Budget includes the line item for the payment
to the Building One Developer of the Incremental TIF for Research Building One contemplated
to be paid to the Building One Developer with respect to the Research Building One in
accordance with the terms of this Agreement for the respective year and the line item for the
payment to the Building Two Developer of the Incremental TIF for Building Two contemplated
to be paid with respect to Building Two in accordance with the terms of this Agreement for the
respective year.
2.26 "CRA Board" has the meaning ascribed to such term in the Recitals.
2.27 "CRA Budget" means the annual budget for the operation of the CRA.
2.28 "Effective Date" means the date this Agreement is last executed by the
parties hereto, after this Agreement has been authorized by a resolution approved by the CRA
Board.
2.29 "Employment Certificate for Research Building One" means an annual
statement, in reasonable detail, for each tenant of Research Building One, reflecting the number
of Jobs created in Research Building One prepared by the Building One Developer and certified
by the Building One Developer to the CRA to be true and correct in all material respects which
shall be in the form of Exhibit "E" attached hereto.
2.30 "Employment Certificate for Building Two" means an annual statement in
reasonable detail, for each tenant of Building Two reflecting the number of Jobs created in
Building Two prepared by the Building Two Developer and certified by the Building Two
Developer to the CRA to be true and correct in all material respects which shall be in the faun of
Exhibit "F" attached hereto.
2.31 "Executive Director"means the executive director of the CRA.
2.32 "Full -Time Job" means the full time employment at Research Building
One or Building Two, as applicable, of an individual (a) of not less than thirty-five (35) hours
per week, (b) for fifty-two (52) weeks per year, (c) by a business or other entity occupying space
and operated within Research Building One or Building Two as applicable, and (d) receiving all
of the employee benefits offered by the respective employer on an annual basis to other similarly
5
employed individuals. For purposes of calculating economic incentives in accordance with this
Agreement, one (1) Full -Time Job requires employment for fifty-two (52) weeks during a
calendar year; employment for less than fifty-two (52) weeks during a calendar year shall be
considered as a pro-rata portion of one (1) Full -Time Job; provided that (a), (c) and (d) of the
first sentence in this Section 2.18 is satisfied. For example, if an individual is employed for only
twenty-six (26) weeks, and otherwise meets the requirements of (a), (c), and (d) herein, then such
employment shall count as one-half (1/2) of a Full -Time Job.
2.33 "Ground Lease" has the meaning ascribed to such term in the Recitals.
2.34 "Ground Lessor" has the meaning ascribed to such term in the Recitals.
"Incremental TIF for Building Two" shall mean the tax increment funds, if any,
for the applicable year, actually received by the CRA from the County and City generated from
Building Two (excluding all tax increment funds with respect to the land value of Parcel B) after
deducting all administrative charges imposed by the County and the City and excluding all
charges and/or payments related to the Children's Trust. It is the intention of the CRA and
Building Two Developer that the Incremental TIF for Building Two does not include any tax
increment funds associated with the unimproved land value of Parcel B. If the tax bill for
Building Two includes the land value for Parcel B and the value of Building Two, then for the
purpose of calculating the Incremental TIF for Building Two, the tax bill for Building Two will
be reduced by the product of the land value for Parcel B included in the tax bill multiplied by the
applicable millage rates so that no taxes attributed to the land value of Parcel B will be included
in the calculation of the Incremental TIF for Building Two. If the land value for Parcel B is not
separately assessed from Building Two and the assessed value of Parcel B is not indicated in the
tax bill for Building Two but is included in the tax bill for Building Two, then the parties shall
use the land value last assigned to Parcel B by the Miami -Dade County Property Appraiser
multiplied by the current millage rates to determine the Incremental TIF for Building Two.
"Incremental TIF for Research Building One" shall mean the tax increment funds,
if any, for the applicable year, actually received by the CRA from the County and City generated
from Research Building One (excluding all tax increment funds with respect to the land value of
Parcel A) after deducting all administrative charges imposed by the County and the City and
excluding all charges and/or payments related to the Children's Trust. It is the intention of the
CRA and Building One Developer that the Incremental TIF for Research Building One does not
include any tax increment funds associated with the unimproved land value of Parcel A. If the
tax bill for Research Building One includes the land value for Parcel A and the value of Research
Building One, then for the purpose of calculating the Incremental TIF for Research Building
One, the tax bill for Research Building One will be reduced by the product of the land value for
Parcel A included in the tax bill multiplied by the applicable millage rates so that no taxes
attributed to the land value of Parcel A will be included in the calculation of the Incremental TIF
for Research Building One. If the land value for Parcel A is not separately assessed from
Research Building One and the assessed value of Parcel A is not indicated in the tax bill for
Research Building One but is included in the tax bill for Research Building One, then the parties
shall use the land value last assigned to Parcel A by the Miami -Dade County Property Appraiser
multiplied by the current millage rates to deteiniine the Incremental TIF for Research Building
One.
6
2.35 "Initial Business Expansion Contribution" has the meaning ascribed to
such teiiii in Section 3.1.2.
2.36 "Initial Developer Contribution" has the meaning ascribed to such term in
Section 3.1.2..
2.37 "Job" means either (i) one (1) Full -Time Job, or (ii) two (2) Part -Time
Jobs within Research Building One or Building Two, as applicable. For example, if Research
Building One contains 100 Full -Time Jobs and 300 Part -Time Jobs, then the Building One
Developer shall be deemed to have provided 250 total Jobs.
2.38 "Job Priority Requirement" means that if candidates have equal
qualifications for the respective position, first priority is to be given to persons residing in the
Redevelopment Area, second priority is to be given to persons residing in City of Miami District
5, third priority is to be given to persons residing in the City of Miami, and fourth priority is to
be given to residents of Miami -Dade County.
2.39 "Life Science Park" has the meaning ascribed to such Willi in the Recitals.
2.40 "Market" means 7th Ave Market, LLC, a Florida limited liability company.
2.41 "Miami Foundation" means The Miami Foundation, Inc., a non-profit
Florida corporation.
2.42 "Parcel A" has the meaning ascribed to such term in the Recitals.
2.43 "Parcel B" has the meaning ascribed to such teiiii in the Recitals.
2.44 "Parcel B Ground Lease" has the meaning ascribed to such term in Section
15.
2.45 "Part -Time Job" means the part-time employment at Research Building
One or Building Two, as applicable, of an individual of (a) more than twenty (20) hours per
week, (b) for fifty-two (52) weeks per year, (c) by a business or other entity occupying space and
operated within Research Building One or Building Two, as applicable, and (d) receiving all of
the employee benefits offered by the respective employer on an annual basis to other similarly
employed individuals. For purposes of calculating economic incentives in accordance with this
Agreement, one (1) Part -Time Job requires employment for fifty-two (52) weeks during a
calendar year; employment for less than fifty-two (52) weeks during a calendar year shall be
considered as a pro-rata portion of one (1) Part -Time Job; provided that (a), (c) and (d) of the
first sentence in this Section 2.47 is satisfied. For example, if an employee works for thirteen
(13) weeks during a calendar year and otherwise meets the requirements of (a), (c), and (d)
herein, then such employment shall count as one quarter (1/4) of a Part -Time Job.
2.46 "Person" means any individual, sole proprietorship, partnership, joint
venture, limited liability company, limited liability partnership, trust, estate, unincorporated
organization, association, corporation, institution or other entity.
7
Recitals.
Section 3.1.2.
Recitals.
Recitals.
2.47 "Public Benefits Summary" has the meaning ascribed to such tem' in the
2.48 "Public Benefits Trust Account" has the meaning ascribed to such term in
2.49 "Redevelopment Area" has the meaning ascribed to such term in the
2.50 "Research Building One" has the meaning ascribed to such term in the
2.51 "RB1 Monitoring Certificate" has the meaning ascribed to such teiin in
Section 3.2.1.4.
2.52 "RB1 Project Costs" means the hard and soft costs actually paid by the
Building One Developer to third parties not Affiliates of the Building One Developer in
connection with the development, design and construction of Research Building One (excluding
land costs incurred by the Building One Developer) through buildout of tenant improvements.
2.53 "RBI Project Cost Certificate" means the certificate as to the RBI Project
Costs prepared by the Building One Developer and certified by the Building One Developer to
the CRA to be true and correct in all material respects, which shall be in the form of Exhibit
"G" attached hereto.
2.54 "RBI Labor Requirement" has the meaning ascribed to such term in
Section 3.2.1.
2.55 "RBI Laborer Non -Compliance Funds" has the meaning ascribed to such
term in Section 3.2.1.7.
2.56 "RB 1 Laborer Priority" has the meaning ascribed to such term in Section
2.57 "RBI Total Labor Requirement" has the meaning ascribed to such term in
2.58 "RB1 Subcontractor Priority" has the meaning ascribed to such term in
Section 3.2.1.2.
2.59 "RBI Subcontractor Requirement" has the meaning ascribed to such team
in Section 3.2.3.
2.60 "RB1 Subcontractor Non -Compliance Funds" has the meaning ascribed to
such teim in Section 3.2.1.6.
2.61 "RBI Total Subcontractor Requirement" has the meaning ascribed to such
term in Section 3.2.3.
3.2.1.1.
Section 3.2.1.
8
2.62 "Second Developer Contribution" has the meaning ascribed to such term
in Section 3.1.3.
2.63 "Second Business Expansion Contribution" has the meaning ascribed to
such tern' in Section 3,1.3.
2.64 "TIF Eligibility for Research Building One" means the date Building One
Developer has obtained certificate(s) of occupancy for not less than seventy percent (70%) of the
rentable square footage of Research Building One. Upon achieving TIF Eligibility of Research
Building One, Building One Developer shall within ten (10) days thereafter deliver to the
Executive Director a certificate in the form of Exhibit "H" attached hereto and made a part
hereof (the "Research Building One Eligibility Certificate").
2.65 "TIF Eligibility of Building Two" means the date Building Two Developer
has achieved Completion of the core and shell of Building Two. Upon achieving TIF Eligibility
of Building Two, Building Two Developer shall within ten (10) days therafter deliver to the
Executive Director a certificate in the form of Exhibit "I" attached hereto and made a part
hereof (the "Building Two Eligibility Certificate").
2.66 "UM" has the meaning ascribed to such teiiii in the Recitals.
2.67 "Vailon" means The Vailon Group, Inc., a Florida corporation.
2.68 "Vailon B2 Monitoring Certificate" has the meaning ascribed to such term
in Section 3.2.2.4.
2.69 "Vailon RB1 Monitoring Certificate" has the meaning ascribed to such
term in Section 3.2.1.4.
2.70 "Wexford 1851" has the meaning ascribed to such tei n in the Recitals.
2.71 "Wexford Developed Property" means the property described in Recital D.
2.72 "Wexford Developers" means the Building One Developer and the
Building Two Developer.
3. PUBLIC BENEFIT CONTRIBUTIONS AND COMMITMENTS.
3.1 DEVELOPER CONTRIBUTIONS. As an inducement to receiving the
Incremental TIF for Research Building One and the Incremental TIF for Building Two to be
provided to the Building One Developer and the Building Two Developer, respectively, pursuant
to this Agreement, and in the interest of furthering the goals of the CRA, the Wexford
Developers hereby agree to provide certain cash contributions to the CRA for the furtherance of
the public benefits investment as set forth in Sections 3.1.2 and 3.1.3 herein.
3.1.1 Within thirty (30) days after the Effective Date of this Agreement,
the Wexford Developers shall provide CRA with evidence in the foul' of cancelled checks and
letters from the various organizations reflecting direct financial contributions made by the
9
Wexford Developers in the aggregate amount of not less than Seven Hundred Thousand and
No/100 Dollars ($700,000.00) to the following community based organizations: Overtown Youth
Center, Inc., Overtown Community Optimist Club, Inc., Better Way of Miami, Inc., Town Park
Village, Mother's Voices, Camillus House, City Year, Association for the Development of the
Exceptional, Inc., and Optimist Club (Wynwood) made subsequent to January 1, 2009.
3.1.2 Within thirty (30) days after the Effective Date of this Agreement,
the Building One Developer shall pay the following amounts to the CRA: (a) One Million and
No/100 Dollars ($1,000,000.00) ("Initial Developer Contribution"), to be deposited by the CRA
into a trust account managed by the Miami Foundation or a disinterested third party selected by
the CRA, subject to the CRA guidelines for disbursement (the "Public Benefits Trust Account"),
to be expended consistent with the purposes set forth in the Public Benefits Summary; and (b)
Five Hundred Thousand and No/100 Dollars (S500,000.00) ("Initial Business Expansion
Contribution") to be deposited by the CRA in a trust account managed by the Miami Foundation
or an other disinterested third party selected by the CRA, subject to CRA guidelines for
disbursement (the "Business Expansion Fund"), to be expended consistent with the Business
Expansion Summary. For purposes of the foregoing, the parties hereby acknowledge and agree
that The Miami Foundation is an acceptable third party.
3.1.3 Within thirty (30) days after the date of TIF Eligibility of Building
Two, provided the CRA is not in default under this Agreement beyond the applicable grace
period, the Building Two Developer shall pay the CRA the following amounts: (a) One Million
and No/100 Dollars ($1,000,000.00) ("Second Developer Contribution"), to be deposited by the
CRA into the Public Benefits Trust Account, to be expended consistent with the purposes set
forth in the Public Benefits Summary; and (b) Five Hundred Thousand and No/100 Dollars
($500,000.00) ("Second Business Expansion Contribution") to be deposited by the CRA into the
Business Expansion Fund, to be expended consistent with the Business Expansion Summary.
3.1.4 It is understood and agreed that the maximum amount of
Incremental TIF for Research Building One to be paid to the Building One Developer with
respect to Research Building One shall not exceed Six Hundred Thousand and No/100 Dollars
($600,000.00) in any calendar year. In the event the Incremental TIF for Research Building One
that would be paid to the Building One Developer with respect to Research Building One would
exceed Six Hundred Thousand and No/100 Dollars ($600,000.00) in any calendar year, then, in
lieu of paying the amount in excess of Six Hundred Thousand and No/100 Dollars ($600,000.00)
to the Building One Developer, the CRA shall deposit the excess amount, up to Two Hundred
Thousand and No/100 Dollars ($200,000.00) into the Business Expansion Fund. Any amount in
excess of Two Hundred Thousand and No/100 Dollars ($200,000.00) shall be retained by the
CRA.
3.1.5 It is understood and agreed that the maximum amount of
Incremental TIF for Building Two to be paid to the Building Two Developer with respect to
Building Two shall not exceed Six Hundred Thousand and No/100 Dollars ($600,000.00) in any
calendar year. In the event the Incremental TIF for Building Two that would be paid to the
Building Two Developer with respect to Building Two would exceed Six Hundred Thousand and
No/100 Dollars ($600,000.00) in any calendar year, then, in lieu of paying the amount in excess
of Six Hundred Thousand and No/100 Dollars ( 600,000.00) to the Building Two Developer, the
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CRA shall deposit the excess amount, up to Two Hundred Thousand and No/100 Dollars
(S200,000.00) into the Business Expansion Fund. Any amount in excess of Two Hundred
Thousand and No/100 Dollars ($200,000.00) shall be retained by the CRA.
3.2 DEVELOPER COMMITMENT.
3.2.1 RESEARCH BUILDING ONE. As an inducement to receiving
the Incremental TIF for Research Building One to be provided to the Building One Developer
pursuant to this Agreement, and in the interest of furthering the goals of the CRA, the Building
One Developer hereby agrees to comply with the following requirements with respect to
Research Building One:
3.2.1.1 The Building One Developer shall cause its general
contractor and subcontractors constructing Research Building One to cause not
less than twenty percent (20%) of the laborers involved in the construction of
Research Building One to be persons residing in the Redevelopment Area (the
"RB 1 Labor Requirement")and to cause not less than fifty-five percent (55%) of
the laborers involved in the construction of Research Building One (the "RB 1
Total Labor Requirement") to be persons residing in Miami -Dade County, giving
first priority to residents of the Redevelopment Area, second priority to residents
of City Commission District 5, third priority to residents of the City of Miami and
fourth priority to residents of Miami -Dade County (the "RBI Laborer Priority").
3.2.1.2 Building One Developer shall cause its general contractor
to hire not less than six percent (6%) of the subcontractors for Research Building
One utilizing companies that have their principal place of business within the
Redevelopment Area (the "RB 1 Subcontractor Requirement") and to hire not less
than forty-five percent (45%) of the subcontractors for the Research Building One
(the "RB 1 Total Subcontractor Requirement") utilizing companies that have their
principal place of business within Miami -Dade County, giving first priority to the
subcontractors whose principal place of business is within the Redevelopment
Area, second priority to subcontractors whose principal place of business is in
City Commission District 5, third priority to subcontractors whose principal place
of business is within the City of Miami, and fourth priority to subcontractors
whose principal place of business is in Miami -Dade County (the "RB1
Subcontractor Priority"). For purposes of calculating subcontractor participation,
the percentages shall be calculated based upon dollar value of each subcontract
given to a subcontractor and the total dollar value of all subcontracts entered into
by the general contractor for Research Building One.
3.2.1.3 With respect to all contracts entered into with respect to the
maintenance and operation of Research Building One, Building One Developer
shall cause first priority to be given to contractors whose principal place of
business is located in the Redevelopment Area, second priority to be given to
contractors whose principal place of business is located in the City of Miami and
third priority to be given to contractors whose principal place of business is
located in Miami -Dade County.
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3.2.1.4 MONITORING AND VERIFICATION. The Building
One Developer shall submit a monthly report in substantially the form set forth on
Exhibit "J", which reports to the CRA the status of their compliance with
Section 3.2.1 (the "RB1 Monitoring Certificate"). The Building One Developer
has agreed to engage Vailon, at is own expense, to monitor and verify the
Building One Developer compliance with Section 3.2.1 of this Agreement.
Vailon shall certify the accuracy of the reports submitted by Building One
Developer which certificate shall be in the form of Exhibit "K" (the "Vailon
RB1 Monitoring Certificate"). The CRA shall have the right to have the Auditor
independently verify the compliance with the provisions of Section 3.2.1 by the
Building One Developer.
3.2.1.5 FAILURE TO COMPLY WITH PRIORITY
REQUIREMENTS. In the event the Building One Developer fails to cause its
general contractor to comply with the RB1 Subcontractor Priority, no credit will
be given for subcontractors whose principal place of business is located outside of
the City of Miami in determining satisfaction of the RB1 Subcontractor
Requirement. In the event Developer fails to cause its general contractor and
subcontractors to comply with the RB1 Laborer Priority, no credit will be given
for laborers residing outside of the City of Miami in determining satisfaction of
the RB1 Total Labor Requirement.
3.2.1.6 PENALTIES FOR NON-COMPLIANCE WITH
SUBCONTRACTOR REQUIREMENTS. To the extent Building One Developer
fails to comply with the RB1 Subcontractor Requirements, with respect to
Research Building One, the Building One Developer shall pay to the CRA as a
penalty for such non-compliance Two Thousand Five Hundred Dollars
($2,500.00) for each percentage point below the RBI Subcontractor Requirement
with respect to Research Building One (the "RB 1 Subcontractor Non -Compliance
Funds"). The RB1 Subcontractor Non -Compliance Funds shall be calculated by
the Executive Director after TIF Eligibility for Research Building One, taking into
account Building Developer One's compliance with the RB1 Subcontractor
Priority, and shall be due and payable within thirty (30) days from the date of
Research Developer One's receipt of written statement from the Executive
Director setting forth the amount of RB1 Subcontractor Non -Compliance Funds
due for Research Building One.
3.2.1.7 PENALTIES FOR NON-COMPLIANCE WITH
LABORER PARTICIPATION REQUIREMENTS. To the extent Building
Developer One fails to comply with the applicable RB1 Laborer Requirement,
Building Developer One shall pay to the CRA as a penalty for such non-
compliance One Thousand Dollars (S1,000.00) for each percentage point below
the RB1 Laborer Requirement and One Thousand and No/100 Dollars ($1,000.00)
for each percentage point below the RB1 Total Labor Requirement with respect to
Research Building One (the "RB1 Laborer Non -Compliance Funds"). The RB1
Laborer Non -Compliance Funds shall be calculated by the Executive Director
after TIF Eligibility for Research Building One, taking into account the
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Developer's compliance with the RB1 Laborer Priority, and shall be due and
payable within thirty (30) days from the date of Building Developer One's receipt
of written statement from the Executive Director setting forth the amount of RB1
Laborer Non -Compliance Funds due.
3.2.1.8 DISPUTES. In the event of a dispute between the
Executive Director and the Building One Developer with respect to compliance
with the RBI Laborer Participation Requirements, compliance with the RB1
Laborer Priority, compliance with the RB1 Total Labor Requirement, compliance
with RB1 Subcontractor Requirements or compliance with RB1 Subcontractor
Priority, the Executive Director and the Building One Developer shall proceed in
good faith to resolve the dispute. If the parties are not able to resolve the dispute
within sixty (60) days of written notice to the other, the dispute shall be submitted
to the CRA Board for resolution which shall be binding on the parties.
3.2.2 BUILDING TWO. As an inducement to receiving the Incremental
TIF for Building Two to be provided to the Building Two Developer pursuant to this Agreement,
and in the interest of furthering the goals of the CRA, the Building Two Developer hereby agrees
to comply with the following requirements:
3.2.2.1 The Building Two Developer shall cause its general
contractor and subcontractors constructing Building Two to employ not less than
twenty percent (20%) of the laborers involved in constructing Building Two to be
persons residing in the Redevelopment Area (the "B2 Laborer Requirement") and
not less than fifty-five percent (55%) of the laborers involved in constructing
Building Two (the "B2 Total Laborer Requirement") to be persons residing in
Miami -Dade County, giving first priority to residents of the Redevelopment Area,
second priority to residents of City Commission District 5, third priority to
residents of the City and fourth priority to residents of Miami -Dade County (the
"B2 Laborer Priority").
3.2.2.2 Building Two Developer shall cause its general contractor
to hire not less than six percent (6%) of the subcontractors for Building Two
utilizing companies that have their principal place of business within the
Redevelopment Area (the "B2 Subcontractor Requirement") and to hire not less
than forty-five percent (45%) of the subcontractors for the Building Two (the "B2
Total Subcontractor Requirement") utilizing companies that have their principal
place of business within Miami -Dade County, giving first priority to the
subcontractors whose principal place of business is within the Redevelopment
Area, second priority to subcontractors whose principal place of business is in
City Commission District 5, third priority to subcontractors whose principal place
of business is within the City of Miami, and fourth priority to subcontractors
whose principal place of business is in Miami -Dade County (the "B2
Subcontractor Priority"). For purposes of calculating subcontractor participation,
the percentages shall be calculated based upon dollar value of each subcontract
given to a subcontractor and the total dollar value of all subcontracts entered into
by the general contractor for Building Two.
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3.2.2.3 With respect to all contracts entered into with respect to the
maintenance and operation of Building Two, Building Two Developer shall cause
first priority to be given to contractors whose principal place of business is
located in the Redevelopment Area, second priority to be given to contractors
whose principal place of business is located in the City of Miami and third
priority to be given to contractors whose principal place of business is located in
Miami -Dade County.
3.2.2.4 MONITORING AND VERIFICATION. Commencing
with the start of construction for Building Two, the Building Two Developer shall
submit a monthly report in substantially the form set forth on Exhibit "L" (the
"B2 Monitoring Certificate"), which reports to the CRA the status of their
compliance with Section 3.2.2. The Building Two Developer has agreed to
engage Vailon, at is own expense, to monitor and verify the Building Two
Developer compliance with Section 3.2.2 of this Agreement. Vailon shall certify
the accuracy of the reports submitted by Building Two Developer which
certificate shall be in the faun of Exhibit "M" (the "Vailon B2 Monitoring
Certificate"). The CRA shall have the right to have the Auditor independently
verify the compliance with the provisions of Section 3.2.2 by the Building Two
Developer.
3.2.2.5 FAILURE TO COMPLY WITH PRIORITY
REQUIREMENTS. In the event the Building Two Developer fails to cause its
general contractor to comply with the B2 Subcontractor Priority, no credit will be
given for subcontractors whose principal place of business is located outside of
the City of Miami in determining satisfaction of the B2 Subcontractor
Requirement. In the event Building Two Developer fails to cause its general
contractor and subcontractors to comply with the B2 Laborer Priority, no credit
will be given for laborers residing outside of the City of Miami in determining
satisfaction of the B2 Total Labor Requirement.
3.2.2.6 PENALTIES FOR NON-COMPLIANCE WITH
SUBCONTRACTOR REQUIREMENTS. To the extent Building Two Developer
fails to comply with the B2 Subcontractor Requirements, the Building Two
Developer shall pay to the CRA as a penalty for such non-compliance Two
Thousand Five Hundred Dollars ($2,500.00) for each percentage point below the
B2 Subcontractor Requirement (the "B2 Subcontractor Non -Compliance Funds").
The B2 Subcontractor Non -Compliance Funds shall be calculated by the
Executive Director after TIF Eligibility for Building Two, taking into account
Building Two Developer's compliance with the B2 Subcontractor Priority, and
shall be due and payable within thirty (30) days from the date of Building Two
Developer's receipt of written statement from the Executive Director setting forth
the amount of B2 Subcontractor Non -Compliance Funds due for Building Two.
3.2.2.7 PENALTIES FOR NON-COMPLIANCE WITH
LABORER PARTICIPATION REQUIREMENTS. To the extent Building Two
Developer fails to comply with the applicable B2 Laborer Requirement, Building
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Developer Two shall pay to the CRA as a penalty for such non-compliance One
Thousand Dollars ($1,000.00) for each percentage point below the B2 Laborer
Requirement and One Thousand and No/100 Dollars ($1,000.00) for each
percentage point below the B2 Total Labor Requirement (the "B2 Laborer Non -
Compliance Fund"). The B2 Laborer Non -Compliance Funds shall be calculated
by the Executive Director after completion of Building Two, taking into account
the Developer's compliance with the B2 Laborer Priority, and shall be due and
payable within thirty (30) days from the date of Building Two Developer's receipt
of written statement from the Executive Director setting forth the amount of B2
Laborer Non -Compliance Funds due. To the extent of any dispute between the
Executive Director and the Building Two Developer with respect to the
compliance with the B2 Laborer Participation Requirements and compliance with
the B2 Laborer Priority, such dispute shall be submitted to the CRA Board for
resolution, which shall be binding on the parties.
3.2.2.8 DISPUTES. In the event of a dispute between the
Executive Director and the Building Two Developer with respect to compliance
with the B2 Laborer Participation Requirements, compliance with the B2 Laborer
Priority, compliance with the B2 Total Labor Requirement, compliance with B2
Subcontractor Requirements or compliance with B2 Subcontractor Priority, the
Executive Director and the Building Two Developer shall proceed in good faith to
resolve the dispute. If the parties are not able to resolve the dispute within sixty
(60) days of written notice to the other, the dispute shall be submitted to the CRA
Board for resolution which shall be binding on the parties.
4. TIF INCREMENT FOR RESEARCH BUILDING ONE.
4.1 BUILDING ONE DEVELOPER INVESTMENT. The Building One
Developer has represented to the CRA that it will expend approximately One Hundred Million
and No/100 Dollars ($100,000,000.00) in RB1 Project Costs in connection with the design and
construction of Research Building One. As an inducement to the Building One Developer to
undertake the development of Research Building One, the CRA agrees to pay the Building One
Developer a percentage of the Incremental TIF for Research Building One actually generated
from the development of Research Building One as follows:
4.1.1 PROJECT COSTS PAYMENT OF PERCENTAGE OF
INCREMENTAL TIF FOR RESEARCH BUILDING ONE. If the Building One Developer
expends not less than One Hundred Million and No/100 Dollars ($100,000,000.00) in RB1
Project Costs to complete Research Building One, then the CRA shall pay to the Building One
Developer twenty-five percent (25%) of the Incremental TIF for Research Building One on an
annual basis, commencing with the first tax year after the Building One Developer has achieved
TIF Eligibility for Research Building One (subject to County Approval and the CRA Approval)
and continuing each year thereafter until the earlier to occur of (a) the termination of the CRA; or
(b) twenty (20) years from the Effective Date. If the Building One Developer expends less than
One Hundred Million and No/100 Dollars ($100,000,000.00) in RB1 Project Costs to complete
Research Building One, then in such event, the percentage of Incremental TIF for Research
Building One which will be payable to the Building One Developer shall be reduced by the
15
percentage the RB1 Project Costs are less than One Hundred Million and No/100 Dollars
($100,000,000.00). For example, should the RB1 Project Costs equal $80,000,000.00, the
percentage of the Incremental TIF for Research Building One which the CRA will be obligated
to pay to the Building One Developer pursuant to this Section 4.1.1 shall be reduced by 20%.
The Building One Developer shall not receive any additional percentage of Incremental TIF for
expending more than One Hundred Million and No/100 Dollars ($100,000,000.00) in RB1
Project Costs.
4.1.1.1 RAMP UP PERIOD. The Building One Developer and the
CRA anticipate a ramp up period for investment associated with tenant
improvements to Research Building One after Building One Developer achieves
TIF Eligibility for Research Building One. Therefore, during the first calendar
year after TIF Eligibility for Research Building One, the requirement of One
Hundred Million and No/100 Dollars ($100,000,000.00) in RB1 Project Costs
shall be reduced to Eighty Million and No/100 Dollars (S80,000,000.00). During
the second calendar year after TIF Eligibility for Research Building One, the RB1
Project Costs shall reflect the requirement of One Hundred Million and No/100
Dollars ($100,000,000.00). Thereafter the Incremental TIF for Research Building
One shall be based upon the RB1 Project Costs during the second year after TIF
Eligibility of Research Building One.
4.1.2 RB1 PROJECT COST CERTIFICATE. Within sixty (60) days
after TIF Eligibility for Research Building One, Building One Developer shall submit to the
Executive Director the RB1 Project Cost Certificate which shall be utilized by the CRA to
calculate the percentage of the Incremental TIF for Research Building One pursuant to Section
4.1.1. The Building One Developer shall not be entitled to any of the Incremental TIF for
Research Building One pursuant to Section 4.1.1 until the Building One Developer provides the
RB1 Project Cost Certificate. The CRA shall have the right to cause the Auditor to audit the RB1
Project Cost Certificate.
4.1.3 DISPUTES. In the event of a dispute between the Executive
Director and Building One Developer as to the RB1 Project Costs, the Executive Director, the
Auditor and the Building One Developer shall proceed in good faith to resolve the dispute. If the
parties are not able to resolve the dispute within sixty (60) days of written notice to the other, the
dispute shall be submitted to the CRA Board for resolution, which shall be binding upon the
parties and shall be utilized to calculate the percentage of the Incremental TIF for Research
Building One pursuant to Section 4.1.1.
4.2 JOB CREATION RESEARCH BUILDING ONE.
4.2.1 If not less than 100 Jobs are generated by Research Building One
during the applicable calendar year after TIF Eligibility for Research Building One, subject to
the County Approval and CRA Approval being obtained annually and taking into consideration
the Job Priority Requirement, then the CRA shall pay to the Building One Developer (in addition
to amounts payable to the Building One Developer pursuant to Section 4.1.1 hereof) twenty-five
percent (25%) of the Incremental TIF for Research Building One generated by Research
Building One for that year pursuant to this Section 4.2.1 commencing with the first tax year after
16
the Building One Developer has achieved TIF Eligibility for Research Building One (subject to
County Approval and CRA Approval) and continuing each year thereafter until the earlier to
occur of (a) the termination of the CRA; or (b) twenty (20) years from the Effective Date. If the
number of Jobs generated by Research Building One during the applicable calendar year is less
than 100 Jobs taking into account the Job Priority Requirement, then the percentage of
Incremental TIF for Research Building One payable to the Building One Developer for that year
pursuant to this Section 4.2.1 shall be reduced by the same percentage that the number of Jobs is
less than 100. For example, if only 70 Jobs are generated during the applicable calendar year,
then the percentage of Incremental TIF for Research Building One which will be payable to the
Building One Developer, shall be reduced by 30%.
4.2.1.1 RAMP UP PERIOD. Notwithstanding the foregoing, the
Building One Developer and the CRA anticipate a ramp up period of employment
during the first five (5) years after TIF Eligibility for Research Building One.
Therefore, during the first year after TIF Eligibility for Research Building One,
the requirement of 100 Jobs generated by Research Building One shall be reduced
to 60 Jobs; in the second year after TIF Eligibility for Research Building One the
number of Jobs generated by Research Building One shall be reduced to 70 Jobs;
in the third year after TIF Eligibility for Research Building One the number of
Jobs generated by Research Building One shall be reduced to 80 Jobs; in the
fourth year after TIF Eligibility for Research Building One the number of Jobs
generated by Research Building One shall be reduced to 90 Jobs; in the fifth year
after TIF Eligibility for Research Building One the number of Jobs generated by
Research Building One shall be 100 Jobs. In each year thereafter, 100 Jobs are to
be generated by Research Building One during each applicable year.
4.2.2 MONITORING BUILDING ONE DEVELOPER. On an annual
basis after TIF Eligibility for Research Building One, the Building One Developer shall submit
to the Executive Director on or before March 1 of each year, the RB1 Employment Certificate
and the Vailon RB1 Employment Certificate which shall be utilized by the CRA to calculate the
percentage of the Incremental TIF for Research Building One pursuant to Section 4.2.1. The
Building One Developer shall not be entitled to any of the Incremental TIF for Research
Building One pursuant to Section 4.2.1 until the Building One Developer provides the RBI
Employment Certificate and the Vailon RB1 Employment Certificate. The CRA shall have the
right to cause the Auditor to audit the RB1 Employment Certificate.
4.2.3 MONITORING AND VERIFICATION. The Building One
Developer has agreed to engage Vailon, at is own expense, to monitor and verify the Building
One Developer's compliance with Section 4.2.1 of this Agreement. With each RB1 Employment
Certificate, Building One Developer shall submit the Vailon RBI Employment Certificate
verifying the information contained in the RB1 Employment Certificate prepared by the Building
One Developer.
4.2.4 FAILURE TO COMPLY WITH PRIORITY REQUIREMENTS.
In the event Building One Developer fails to utilize commercially reasonable efforts to cause its
tenants to comply with the Job Priority Requirement, no credit will be given for any Jobs given
to residents living outside the City of Miami with respect to Research Building One.
17
4.2.5 DISPUTES. In the event of a dispute between the Executive
Director and the Building One Developer as to the RB1 Employment Certificate, the Vailon RB1
Employment Certificate or compliance with the Job Priority Requirement, the Executive Director
and the Building One Developer shall proceed in good faith to resolve the dispute. If the parties
are not able to resolve the dispute within sixty (60) days of written notice to the other, the dispute
shall be submitted to the CRA Board for resolution, which shall be binding upon the parties and
shall be utilized to calculate the Incremental TIF for Research Building One under Section 4.2.1.
4.2.6 SATISFACTION OF EMPLOYMENT OBLIGATION DURING
OPERATION. After Research Building One has generated and maintained not less than 100
Jobs, taking into account the Job Priority Requirement, for two (2) consecutive years and
provided that Research Building One is ninety percent (90%) leased to tenants who are not
Affiliates of the Building One Developer who are in possession and paying rent, the Building
One Developer shall be deemed to have satisfied the employment objectives of Research
Building One and no further reporting of Research Building One pursuant to Section 4.2.2 and
4.2.3 shall be required and Building One Developer shall thereafter be entitled to twenty-five
percent (25%) of the Incremental TIF for Research Building One pursuant to Section 4.2.1,
regardless of the number of Jobs generated at Research Building One, subject to the County
Approval and the CRA Approval of the CRA Budget on an annual basis, until the earlier to occur
of (a) the termination of the CRA; or (b) twenty (20) years from the Effective Date.
4.2.7 CAP ON ANNUAL INCREMENTAL TIF FOR RESEARCH
BUILDING ONE. Notwithstanding anything contained in Section 4.1 and Section 4.2 to the
contrary, the maximum amount of Incremental TIF for Research Building One payable to
Building One Developer under Section 4.1 and Section 4.2 for any single calendar year, is Six
Hundred Thousand and No/100 Dollars ($600,000.00) in the aggregate and the maximum
amount of Incremental TIF for Research Building One which may be paid pursuant to Sections
4.1 and 4.2 shall not exceed Five Million and No/100 Dollars ($5,000,000.00) in the aggregate.
4.2.8 RESEARCH BUILDING ONE. The Building One Developer
acknowledges that the prompt development of Research Development One is a material
inducement to the CRA to enter into this Agreement. In the event Building One Developer does
not achieve TIF Eligibility for Research Building One before January 1, 2013, then for each year
TIF Eligibility for Research Building One occurs after January 1, 2013, the maximum of
Incremental TIF for Research Building One that the CRA shall pay to the Building One
Developer pursuant to Sections 4.1.1. and 4.2.1 shall be reduced by ten percent (10%) per year.
In addition, if the Building One Developer does not achieve TIF Eligibility for Research
Building One prior to January 1, 2015, this Agreement shall be of no further force and effect
with respect to Research Building One.
4.2.9 LIMITATION ON TIF. Notwithstanding anything to the contrary
contained in Sections 4.1, 4.2, 5.1 and 5.2 of this Agreement, Building One Developer and the
Building Two Developer acknowledge that the CRA shall not be entitled to any Incremental TIF
for Research Building One or Building Two until there is tax incremental funds generated from
the expansion area of the Redevelopment Area created by the expansion of the Redevelopment
Area that occurred in 2010 (the "Expanded Development Area"). The Expanded Redevelopment
Area currently has a taxable value of approximately $19,000,000.00 less than the taxable value
18
established for the base year of the Expanded Redevelopment Area. Until the taxable value for
the Expanded Redevelopment Area is positive no Incremental TIF will be payable to the
Building One Developer or the Building Two Developer. Thereafter Building One Developer
and the Building Two Developer shall only be entitled to Incremental TIF for Research Building
One and Building Two to the extent that the taxable value of the Expanded Redevelopment Area
is positive.
4.2.10 ADJUSTMENT AS A RESULT OF LIMITATION ON TIF. Until
such time that the taxable value for the Expanded Redevelopment Area is positive without
including Research Building One and Building Two, the references in Sections 4.1.1 and 4.2.1 to
twenty-five percent (25%) of the Incremental TIF for Research Building One shall be increased
to thirty-seven and one-half percent (37.5%) of the Incremental TIF for Research Building One
until such time that the total amount which has been paid to the Building One Developer is
equivalent to the amount the Building One Developer would have been paid pursuant to Sections
4.1 and 4.2 had the taxable value for the Expanded Redevelopment Area been positive.
Thereafter this Section 4.2.10 shall no longer be applicable.
5. TIF INCREMENT FOR BUILDING TWO.
5.1 BUILDING TWO DEVELOPER INVESTMENT. The Building Two
Developer has represented to the CRA that it will expend approximately Seventy Six Million
Five Hundred Thousand and No/100 Dollars ($76,500,000.00) in B2 Project Costs in connection
with the design and construction of Building Two. As an inducement to the Building Two
Developer to undertake the development of Building Two, the CRA agrees to pay the Building
Two Developer a percentage of the Incremental TIF for Building Two actually generated from
the development of Building Two as follows:
5.1.1 PROJECT COSTS PAYMENT OF PERCENTAGE OF
INCREMENTAL TIF FOR BUILDING TWO. If the Building Two Developer expends not less
than Seventy Six Million Five Hundred Thousand and No/100 Dollars ($76,500,000.00) in B2
Project Costs to complete Building Two, then the CRA shall pay to the Building Two Developer
twenty-five percent (25%) of the Incremental TIF for Building Two on an annual basis,
commencing with the first tax year after the Building Two Developer has achieved TIF
Eligibility for Building Two (subject to County Approval and the CRA Approval) and
continuing in each year thereafter until the earlier to occur of (a) the tenaination of the CRA; or
(b) twenty (20) years from the Effective Date. If the Building Two Developer expends less than
Seventy Six Million Five Hundred Thousand and No/100 Dollars ($76,500,000.00) in B2 Project
Costs to complete Building Two, then in such event, the percentage of Incremental TIF for
Building Two which will be payable to the Building Two Developer shall be reduced by the
percentage the B2 Project Costs are less than Seventy Six Million Five Hundred Thousand and
No/100 Dollars ($76,500,000.00). For example, should the B2 Project Costs equal
$61,200,000.00, the percentage of the Incremental TIF for Building Two which the CRA will be
obligated to pay to the Building Two Developer pursuant to this Section 5.1.1 shall be reduced
by twenty percent (20%). The Building Two Developer shall not receive any additional
percentage of Incremental TIF for expending more than Seventy Six Million Five Hundred
Thousand and No/100 Dollars ( 76,500,000.00) in B2 Project Costs.
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5.1.1.1 RAMP UP PERIOD. The Building Two Developer and the
CRA anticipate a ramp up period for investment associated with tenant
improvements to Building Two after Building Two Developer achieves TIF
Eligibility for Building Two. Therefore, during the first calendar year after TIF
Eligibility for Building Two, the requirement of Seventy Six Million Five
Hundred Thousand and No/100 Dollars (S76,500,000.00) in B2 Project Costs
shall be reduced to Sixty One Million Two Hundred Thousand and No/100
Dollars ($61,200,000.00). During the second calendar year after TIF Eligibility
for Building Two, the B2 Project Costs shall reflect the requirement of Seventy
Six Million Five Hundred Thousand and No/100 Dollars (S76,500,000.00).
Thereafter the Incremental TIF for Building Two shall be based upon the B2
Project Costs during the second year after TIF Eligibility of Building Two.
5.1.2 B2 PROJECT COST CERTIFICATE. Within sixty (60) days after
TIF Eligibility for Building Two, Building Two Developer shall submit to the Executive Director
the B2 Project Cost Certificate which shall be utilized by the CRA to calculate the percentage of
the Incremental TIF for Building Two pursuant to Section 5.1.1. The Building Two Developer
shall not be entitled to any of the Incremental TIF for Building Two pursuant to Section 5.1.1
until the Building Two Developer provides the B2 Project Cost Certificate. The CRA shall have
the right to cause the Auditor to audit the B2 Project Cost Certificate.
5.1.3 DISPUTES. In the event of a dispute between the Executive
Director and Building Two Developer as to the B2 Project Costs, the Executive Director and the
Building Two Developer shall proceed in good faith to resolve the dispute. If the parties are not
able to resolve the dispute within sixty (60) days of written notice to the other, the dispute shall
be submitted to the CRA Board for resolution, which shall be binding upon the parties and shall
be utilized to calculate the percentage of the Incremental TIF for Building Two.
5.2 JOB CREATION RESEARCH BUILDING TWO.
5.2.1 If not less than 100 Jobs are generated by Building Two during the
applicable calendar year after TIF Eligibility for Building Two, subject to the County Approval
and CRA Approval being obtained annually and taking into consideration the Job Priority
Requirement, then the CRA shall pay to the Building Two Developer (in addition to amounts
payable to the Building Two Developer pursuant to Section 5.1.1 hereof) twenty-five percent
(25%) of the Incremental TIF for Building Two for that year pursuant to this Section 5.2.1
commencing with the first tax year after the Building Two Developer has achieved TIF
Eligibility for Building Two (subject to County Approval and CRA Approval) and continuing
each year thereafter until the earlier to occur of (a) the termination of the CRA; or (b) twenty
(20) years from the Effective Date. If the number of Jobs generated by Building Two during the
applicable calendar year is less than 100 Jobs, taking into consideration the Job Priority
Requirement, then the percentage of Incremental TIF for Building Two payable to the Building
Two Developer for that year pursuant to this Section 5.2.1 shall be reduced by the same
percentage that the number of Jobs is less than 100. For example, if only 70 Jobs are generated
during the applicable calendar year, then the percentage of Incremental TIF for Building Two
which will be payable to the Building Two Developer, shall be reduced by 30%.
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5,2.1.1 RAMP UP PERIOD. Notwithstanding the foregoing, the
Building Two Developer and the CRA anticipate a ramp up period of employment
during the first five (5) years after TIF Eligibility for Building Two. Therefore,
during the first year after TIF Eligibility for Building Two, the requirement of 100
Jobs generated by Building Two shall be reduced to 60 Jobs; in the second year
after TIF Eligibility for Building Two the number of Jobs generated by Building
Two shall be reduced to 70 Jobs; in the third year after TIF Eligibility for
Building Two the number of Jobs generated by Building Two shall be reduced to
80 Jobs; in the fourth year after TIF Eligibility for Building Two the number of
Jobs generated by Building Two shall be reduced to 90 Jobs; in the fifth year after
TIF Eligibility for Building Two the number of Jobs generated by Building Two
shall be 100 Jobs. In each year thereafter, 100 Jobs are to be generated for
residents of the Redevelopment Area by Building Two during each applicable
year.
5.2.2 MONITORING BY BUILDING TWO DEVELOPER. On an
annual basis after TIF Eligibility for Building Two, the Building Two Developer shall submit to
the Executive Director on or before March 1 of each year, the B2 Employment Certificate and
the Vailon B2 Employment Certificate which shall be utilized by the CRA to calculate the
percentage of the Incremental TIF for Building Two pursuant to Section 5.2.1. The Building
Two Developer shall not be entitled to any of the Incremental TIF for Building Two pursuant to
Section 5.2.1 until the Building Two Developer provides the B2 Employment Certificate and the
Vailon B2 Employment Certificate. The CRA shall have the right to cause the Auditor to audit
the B2 Employment Certificate.
5.2.3 MONITORING AND VERIFICATION. The Building Two
Developer has agreed to engage Vailon, at is own expense, to monitor and verify the Building
Two Developers' compliance with Section 5.2 of this Agreement. With each B2 Employment
Certificate, Building Two Developer shall submit annually the Vailon B2 Employment
Certificate verifying the information contained in the B2 Employment Certificate prepared by the
Building Two Developer.
5.2,4 FAILURE TO COMPLY WITH PRIORITY REQUIREMENTS.
In the event Building Two Developer fails to cause its tenants to comply with the Job Priority
Requirement, no credit will be given for any Jobs given to residents living outside of the City of
Miami. Building Two Developer acknowledges that this Section 5.2.4 is different from Section
4.2.4 since Building Two Developer has not executed any leases with respect to Building Two.
5.2.5 DISPUTES. In the event of a dispute between the Executive
Director and the Building Two Developer as to the B2 Employment Certificate, the Executive
Director and the Building Two Developer shall proceed in good faith to resolve the dispute. If
the parties are not able to resolve the dispute within sixty (60) days of written notice to the other,
the dispute shall be submitted to the CRA Board for resolution, which shall be binding upon the
parties and shall be utilized to calculate the Incremental TIF for Building Two under Section
5.2.1.
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5.2.6 SATISFACTION OF EMPLOYMENT OBLIGATION DURING
OPERATION. After Building Two has generated and maintained not less than 100 Jobs for two
(2) consecutive years taking into consideration the Job Priority Requirement and provided that
Building Two is ninety percent (90%) leased to tenants who are not Affiliates of the Building
Two Developer who are in possession and paying rent, the Building Two Developer shall be
deemed to have satisfied the employment objectives of Building Two and no further monitoring
of Building Two pursuant to Sections 5.2.2 and 5.2.3 shall be required and Building Two
Developer shall thereafter be entitled to twenty-five percent (25%) of the Incremental TIF for
Building Two pursuant to Section 5.2.1, regardless of the number of Jobs generated at Building
Two, subject to the County Approval and the CRA Approval of the CRA Budget on an annual
basis, until the earlier to occur of (a) the termination of the CRA; or (b) twenty (20) years from
the Effective Date.
5.2.7 CAP ON ANNUAL INCREMENTAL TIF FOR BUILDING
TWO. Notwithstanding anything contained in Section 5.1 and Section 5.2 to the contrary, the
maximum amount of Incremental TIF for Building Two payable to Building Two Developer
under Section 5.1 and Section 5.2 for any single calendar year, is Six Hundred Thousand and
No/100 Dollars ($600,000.00) in the aggregate and the maximum amount of Incremental TIF for
Building Two which may be paid pursuant to Section 5.1 and 5.2 shall not exceed Five Million
and No/100 Dollars ($5,000,000.00) in the aggregate.
5.2.8 COMPLETION OF BUILDING TWO. The Building Two
Developer acknowledges that the prompt development of Building Two is a material inducement
for the CRA to enter into this Agreement. In the event the Building Two Developer does not
achieve TIF Eligibility for Building Two before January 1, 2017, then for each year after January
1, 2017, the maximum amount of Incremental TIF for Building Two that the CRA shall pay the
Building Two Developer pursuant to Section 5.1.1 and 5.2.1 shall be reduced by ten percent
(10%) per year. In addition, if the Building Two Developer does not achieve TIF Eligibility for
Building Two prior to January 1, 2019, this Agreement shall be of no further force and effect
with respect to Building Two.
5.2.9 LIMITATION ON TIF. Notwithstanding anything to the contrary
contained in Sections 5.1 and 5.2 of this Agreement, Building Two Developer acknowledges the
limitations contained in Section 4.2.9.
5.2.10 ADJUSTMENT AS A RESULT OF LIMITATION ON TIF. Until
such time that the taxable value for the Expanded Redevelopment Area is positive without
including Research Building One and Building Two, the references in Section 5.1.1 and 5.2.1 to
twenty-five percent (25%) of the Incremental TIF for Building Two shall be increased to thirty-
seven and one-half percent (37.5%) of the Incremental TIF for Building Two until such time that
the total amount which has been paid to the Building Two Developer is equivalent to the amount
the Building Two Developer would have been paid pursuant to Sections 5.1 and 5.2 had the
taxable value for the Expanded Redevelopment Area been positive. Thereafter this Section
5.2.10 shall no longer be applicable.
6. SUBORDINATION OF INCREMENTAL TIF. The Wexford Developers
acknowledge and agree that the obligations of the CRA under this Agreement are junior and
22
subordinate to the obligations of the CRA to pay debt service with respect to any bonds
previously issued by the CRA or the City on the CRA's behalf or any previously approved
pledge of Incremental TIF by the CRA or the City on the CRA's behalf the Pledge to the City of
Miami in connection with Gibson Park and junior and subordinate to the bond issue of up to
$50,000,000.00 which the CRA is currently contemplating (collectively the "CRA Bond
Obligations"). Under no circumstances shall the CRA be obligated to make payments to the
Wexford Developers from its general revenues or any other sources if Incremental TIF for
Research Building One and Incremental TIF for Building Two, respectively, is unavailable after
the CRA makes all required payments under the CRA Bond Obligations. To the extent no
Incremental TIF for Research Building One and Incremental TIF for Building Two or only a
portion of the Incremental TIF for Research Building One and Incremental TIF for Building Two
is available to pay the CRA's obligations under this Agreement as a result of the CRA Bond
Obligations, such payments shall be reduced to the amount of Incremental TIF available, if any.
The Building One Developer and Building Two Developer covenant and agree to execute a
subordination agreement confirming that this Agreement is junior and subordinate to any CRA
Bond Obligations within ten (10) days of written request by the CRA.
7. CHALLENGES.
7.1 NO LIABILITY. The Wexford Developers acknowledge and agree that
the CRA shall have no liability whatsoever to Wexford Developers in connection with any
challenge to this Agreement and the Wexford Developers hereby forever waive and release the
CRA from any liability whatsoever, now or hereafter arising in connection with any challenge to
this Agreement and covenants and agrees not to initiate any legal proceedings against the CRA
in connection with any challenges to this Agreement.
7.2 NO DUTY TO DEFEND. In the event of any challenge to this
Agreement, the CRA shall have no duty arising under this Agreement to defend such challenge.
The Wexford Developers, at their sole cost and expense, may defend any such challenge.
7.3 WAIVER OF CLAIM. The Wexford Developers waive any and all
claims which each or either now has or may hereafter have against the CRA or the City as a
result of any challenge to this Agreement, and the Wexford Developers acknowledge and agree
to assume the risk of any challenge to this Agreement. Under no circumstances shall the
Wexford Developers be entitled to any recovery with respect to any claims or any cause of action
against the CRA resulting from any challenge to this Agreement, all such claims being expressly
waived by the Wexford Developers.
8. REPRESENTATIONS OF DEVELOPER, The Wexford Developers makes the
following representations to the CRA as follows:
8.1 The Building One Developer and the Building Two Developer are both
limited liability companies, duly organized and validly existing under the laws of the State of
Delaware, and qualified to conduct business in the State of Florida, and has full power and
capacity to own property, to carry on business as presently, and to enter into the transaction
contemplated by this Agreement.
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8.2 The Wexford Developers' execution, delivery and performance of this
Agreement has been duly authorized by all necessary company actions and does not and shall not
conflict with or constitute a default under any indenture, agreement or instrument to which the
Wexford Developers are a party or by which the Wexford Developers may be bound or affected.
8.3 This Agreement constitutes the valid and binding obligation of the
Wexford Developers, enforceable against the Wexford Developers, in accordance with its terms,
subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors
generally.
8.4 The Wexford Developers are not paying any third party, including any
lawyers, accountants, lobbyists, or other professionals a contingency fee, success fee, finders fee
or bonus in consideration for assisting the Wexford Developers, in negotiating this Agreement,
obtaining approval of this Agreement or in connection with the payments contemplated to be
made by the CRA pursuant to this Agreement.
9. NOTICES. Notices required or permitted to be given pursuant to the terms of this
Agreement will be delivered in person, by facsimile transmission (provided the original notice is
delivered in person or by mail or delivery service as set forth herein), by certified mail, return
receipt requested, postage prepaid, or sent by recognized contract carrier providing signed receipt
for delivery, and will be deemed delivered upon receipt or refusal of delivery. Notices will be
delivered at the following addresses, subject to the right of any party to change the address at
which it is to receive notice by written notice to the other party:
Building One Developer:
Building Two Developer:
With a Copy to:
CRA:
Wexford Miami, LLC
Attn: Joseph A. Reagan, Jr.
801 West Baltimore Street, Suite 505
Baltimore, MD 21201
Facsimile: (410) 864-6860
Wexford Miami 1851, LLC
Attn: Joseph A. Reagan, Jr.
801 West Baltimore Street, Suite 505
Baltimore, MD 21201
Facsimile: (410) 864-6860
Bilzin Sumberg Baena Price & Axelrod LLP
Attn: Albert E. Dotson, Jr., Esquire
1450 Brickell Avenue, Suite 2300
Miami, FL 33131
Facsimile: (305) 350-2411
Clarence E. Woods, III, Executive Director
Southeast Overtown/Park West
Community Redevelopment Agency
24
With a Copy to:
49 NW 5111 Street, Suite 100
Miami, FL 33128
Facsimile: (305) 679-6836
Holland & Knight LLP
Attn: William R. Bloom, Esquire
701 Brickell Avenue, Suite 3000
Miami, FL 33131
Facsimile: (305) 789-7712
10. STATUS OF LAW. The Wexford Developers acknowledge that no voter
approval was obtained in connection with this Agreement and that the County has not approved
this Agreement. In the event this Agreement is determined to be unenforceable as a result of (i)
an interpretation of the laws of the State of Florida requiring a voter referendum for the CRA to
make a commitment to expend Incremental TIF for Research Building One and Incremental TIF
for Building Two; (ii) the multi -year CRA commitment regarding the use of the Incremental TIF
for Research Building One and Incremental TIF for Building Two; (iii) the failure to obtain
County Approval on an annual basis; or (iv) the failure to obtain CRA Approval on an annual
basis, Developer acknowledges and agrees that the CRA shall have no liability to the Wexford
Developers arising under this Agreement. The Wexford Developers acknowledge that this
provision is a material inducement for the CRA to enter into this Agreement.
11. COUNTY APPROVAL. In addition to the right to approve the annual CRA
Budget, the County may claim the right to approve agreements entered into by the CRA
expending Incremental TIF for Research Building One and Incremental TIF for Building Two.
The Wexford Developers acknowledge that this Agreement has not been submitted to the County
for review or approval but that the payment of the Incremental TIF for Research Building One
and Incremental TIF for Building Two contemplated by this Agreement will be included in the
annual budget submitted by the CRA to the County, if the CRA Budget is approved by the CRA
Board. The CRA shall have no liability to the Wexford Developers in the event the County does
not approve this Agreement and the CRA is not peiinitted by the County to make the payments
contemplated by this Agreement.
12. NONRECOURSE. This Agreement is non -recourse to the CRA. In the event of
breach of this Agreement by the CRA, the Wexford Developers may seek specific performance
of this Agreement and any recovery shall be limited to Incremental TIF for Research Building
One and Incremental TIF for Building Two, provided for in this Agreement, to the extent
permitted to be paid to the Wexford Developers by the CRA Board and the County.
13. DEFAULT BY WEXFORD DEVELOPER.
13.1 In the event Wexford Developers fail to comply with the requirements of
3.1.1 which is not cured within ten (10) days of written notice to the Wexford Developers of non
compliance, this Agreement shall terminate and be of no further force and effect.
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13.2 If the Building One Developer fails to make the payments required by
Section 3.1.2 when due, this Agreement shall automatically terminate and be of no further force
and effect.
13.3 In the event that the Building Two Developer fails to make payments
required by Section 3.1.3 when due this Agreement shall automatically terminate with respect to
Building Two.
13.4 In the event this Agreement or the certificates to be provided by Wexford
Developers pursuant to this Agreement contain any material misrepresentations by the Wexford
Developers or either of them, the CRA at its sole and exclusive remedy may terminate this
Agreement in which event the parties shall be released from any further obligations under this
Agreement.
13.5 In the event the Building One Developer defaults with respect to its
obligations under Section 3.2 of this Agreement, which default is not cured within thirty (30)
days of written notice from the CRA, or such longer period of time, not to exceed ninety (90)
days, if the default by its nature cannot be cured within thirty (30) days, provided the Building
One Developer commences curative action within the thirty (30) day period and diligently
pursues the cure to completion, the CRA shall be entitled to seek specific perfoiinance of Section
3.1 in addition to the penalties contained therein.
13.6 In the event the Building Two Developer defaults with respect to its
obligations under Section 3.2 of this Agreement, which default is not cured within thirty (30)
days of written notice from the CRA, or such longer period of time, not to exceed ninety (90)
days, if the default by its nature cannot be cured within thirty (30) days provided the Building
Two Developer commences curative action within the thirty (30) day period and diligently
pursues the cure to completion, the CRA shall be entitled to seek specific performance of Section
3.2 in addition to the penalties contained therein.
14. 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 the Wexford Developers, or any of them. 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. The Wexford Developers further represent and
acknowledge that no one was paid a fee, commission, gift or other consideration by the Wexford
Developers, or the Wexford Developers' agent, as an inducement to entering into this
Agreement.
15. AGREEMENT TO RUN WITH THE LAND. It is acknowledged that the
Building One Developer is a ground lessee of Parcel A pursuant to the Ground Lease and that
Building Two Developer anticipates entering into a ground lease with the Owners with respect to
Parcel B (the "Parcel B Ground Lease"). Nothing contained herein shall prevent the Wexford
26
Developers from purchasing the Wexford Developed Property and controlling the site as fee
simple owner, and the Wexford Developers' interest in this Agreement shall remain unaffected
by any such change in ownership. At present, the Building One Developer is the developer of
Research Building One and the Building Two Developer is the developer of Building Two in the
Life Science Park.
16. NO PROHIBITION. If either the Wexford Developers, or any Affiliate of the
Wexford Developers, are selected to be the developer of any additional facility in the Life
Science Park, then the CRA and the Wexford Developers agree that the Wexford Developers are
not prohibited from requesting a grant of a percentage of Incremental TIF generated therefrom as
a result of the existence of this Agreement.
17. ASSIGNMENT. The Wexford Developers may assign their rights under this
Agreement, only to its successors or assigns under the Ground Lease and the Parcel B Ground
Lease or entity(ies) owning fee simple title to the Wexford Developed Property, provided such
successors or assigns assume the duties and obligations under this Agreement, including, without
limitation, the requirement to make the payments contemplated by Section 3.1. Nothing
contained herein shall prevent the Wexford Developers from (a) paying portions of the
Incremental TIF for Research Building One or the Incremental TIF for Building Two received by
the Wexford Developers to others to support the project, promote employment at the project, or
otherwise enhance the Wexford Developers' development program, or (b) securitizing or
monetizing all or portions of the Incremental TIF for Research Building One or the Incremental
TIF for Building Two payable to the Wexford Developers under this Agreement (for example,
selling to one or more third parties the Wexford Developers' rights to receive all or portions of
the payments of the Incremental TIF for Research Building One or the Incremental TIF for
Building Two payable to the Wexford Developers under this Agreement). The CRA will
cooperate with the Wexford Developers in connection with any such securitization or
monetizing, so long as such securitization or monetizing does not adversely affect the rights of
the CRA under this Agreement or expand the obligations of the CRA under this Agreement.
18. CRA BUDGET. The CRA covenants and agrees to include in its annual
operating budget line items for the annual payments contemplated by this Agreement, subject to
CRA Approval. If the CRA does not include in its annual operating budget line items for the
annual payments contemplated by this Agreement for any reason, other than the CRA Board not
authorizing the line items as part of the budget process, then in such event the Wexford
Developers shall be entitled to recover from the Business Expansion Fund and the Public
Benefits Trust Account any unspent portion of the Initial Developer Contribution, the Initial
Business Expansion Contribution, the Second Developer Contribution and the Second Business
Expansion Contribution. In such event this Agreement shall be of no further force and effect.
19. CONSULTANT AND PROFESSIONAL COMPENSATION. The Wexford
Developers may retain consultants and professionals to assist the Wexford Developers with the
negotiation and execution of this Agreement, and the Wexford Developers 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 the
27
Wexford Developers compensate any consultant or professional in any form that would be
deemed a "bonus", "success fee" or "finder's fee".
20. COOPERATION WITH AUDITOR.
20.1 Upon request by the CRA that the Wexford Developers submit the RB1
Project Costs and/or the B2 Project Costs to Auditor, the Wexford Developers shall cooperate
with the Auditor and provide the Auditor with all information that Auditor may reasonably
require to enable Auditor to certify the RB1 Project Costs and/or the B2 Project Costs, including
without limitation providing the Auditor with backup for fotai G-702 or similar form provided
by the general contractor reflecting RB1 Project Costs and/or the B2 Project Costs.
20.2 Upon request by the CRA, the Wexford Developers shall cooperate with
the Auditor and utilize its good faith efforts to provide the Auditor with access to its tenant's
employment records. In lieu of auditing the employment records of tenants which are either (a)
publicly traded companies or (b) entities that have an annual sales volume of at least
S500,000,000.00 per year, the Auditor shall rely upon certified statements from an officer of
such tenant provided such certified statement contains all of the information reasonably
requested by the Auditor.
20.3 The CRA has the right to inspect the Wexford Developers' records related
to RB1 Project Costs and/or the B2 Project Costs. Upon request by the CRA, the Wexford
Developers will request information from tenants relating to tenant's employment records, and to
the extent that information is provided by tenants in response to this request, the Wexford
Developers will deliver this infotination in a timely manner to the CRA.
21. MISCELLANEOUS.
21.1 This Agreement shall be construed and governed in accordance with the
laws of the State of Florida. All of the parties to this Agreement have participated fully in the
negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly
construed against any one of the parties hereto.
21.2 In the event any term or provision of this Agreement is determined by
appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its
nearest legal meaning or be construed as deleted as such authority detettnines, 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
parties shall bear their own 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.
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21.6 Time shall be of the essence for each and every provision of this
Agreement.
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,
or City of Miami, 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 may not be amended, unless evidenced in writing and
executed by all parties hereto.
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 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. This Agreement shall be binding upon the
parties hereto and their respective successors and peiniitted assigns.
SIGNATURE PAGES TO FOLLOW
29
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
, 2012.
Witnessed: BUILDING ONE DEVELOPER:
Print Name:
WEXFORD MIAMI, LLC, a Delaware limited
liability company
By:
Print Name: Name: Joseph A. Reagan, Jr.
Title: Vice President
Witnessed: BUILDING TWO DEVELOPER:
Print Name:
WEXFORD MIAMI 1851, LLC, a Delaware
limited liability company
By:
Name: Joseph A. Reagan, Jr.
Print Name: Title: Vice President
Approved for legal sufficiency CRA:
William R. Bloom, Special Counsel
ATTEST:
Priscilla A. Thompson, Clerk
of the Board
30
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT
AGENCY, a public agency and body corporate
created pursuant to Section 163.356, Florida
Statutes
By:
Name: Clarence E. Woods, III
Title: Executive Director
JOINDER
We, UNIVERSITY OF MIAMI and 7TH AVENUE MARKET, LLC, being the owners
of that certain property herein described in Exhibit "A" and Exhibit "B", do hereby join in and
consent to the UNIVERSITY OF MIAMI LIFE SCIENCE & TECHNOLOGY PARK
ECONOMIC INCENTIVE AGREEMENT entered into by WEXFORD MIAMI, LLC and
WEXFORD MIAMI 1851, LLC (the "Agreement"), to which this Joinder is attached, including
but not limited to their acknowledgement and agreement to Section 13 of the Agreement and
further the undersigned agrees to participate in providing the Public Benefits described in Exhibit
C to the Agreement.
Dated this , 2012.
WITNESSES: OWNER
Print Name:
UNIVERSITY OF MIAMI, a Florida Non -
Profit Corporation
By:
Print Name:
Print Name: Its: Authorized University Officer
WITNESSES: OWNER
Print Name:
7TH AVE MARKET, LLC, a Florida Limited
Liability Company
By:
Print Name:
Print Name: Its: Authorized Manager/Member
31
Exhibit "A"
Legal Description for Parcel A
Exhibit "B"
Legal Sketch of Parcel B
OPEN - BEING REVIEWED BY CRA
Exhibit "C"
UNIVERSITY OF MIAMI LIFE SCIENCE & TECHNOLOGY PARK
SUMMARY OF SIGNIFICANT PUBLIC BENEFITS.
The University of Miami Life Science & Technology Park is a state-of-the-art research facility
located within the Southeast Overtown/Park West Community Redevelopment Agency
("SEOPW CRA") boundaries and, particularly, the Overtown neighborhood of the City of
Miami. As consideration for the economic incentive in the form of a real tax refund, The
Wexford Developers have agreed to provide, as set forth below, community benefits in the form
of Direct Support of community based organizations, the creation and funding of a Public
Benefits Fund, the creation and funding of certain Community Employment and
Empowerment Efforts and the creation and funding of a Business Expansion Fund.
DIRECT SUPPORT
As part of the presentation to the CRA in June 2009 and to demonstrate their good faith, the
Wexford Developers committed to providing direct support in the amount of SEVEN
HUNDRED THOUSAND AND NO/100 DOLLARS ($700,000) to community based
organizations with the CRA and/or within the City of Miami with programmatic impacts within
the CRA, all as more fully set forth in Section 3.1.1 of this Agreement. This direct support
commitment has been fully funded and disbursed by the Wexford Developers to the following
community based organizations: Overtown Youth Center, Inc., Overtown Community Optimist
Club, Inc., Better Way of Miami, Inc., Town Park Village, Mother's Voices, Camillus House,
City Year, Association for the Development of the Exceptional, Inc., and Optimist Club
(Wynwood).
PUBLIC BENEFITS FUND
In accordance with Sections 3.1.2 and 3.1.3 of this Agreement, the Wexford Developers are
partnering with UM, the SEOPW CRA and others to create a public benefits fund to be
supported by funds in the amount of TWO MILLION DOLLARS AND NO/100 ($2,000,000.00)
contributed as set forth herein (the "Public Benefits Fund"). The scope of the Public Benefits
Fund is to fund, in part, costs associated with: (1) rent and expenses involved in housing a
workforce training program at the Life Science & Technology Park, (2) a workforce coordinator
position, and (3) scholarships to targeted community youth. The Public Benefits Fund will be
administered by the Miami Foundation, a disinterested third party foundation which specializes
in community philanthropy.
BUSINESS EXPANSION FUND
In accordance with Sections 3.1.2, 3.1.3 and 3.1.4, the Wexford Developers are creating a
Business Expansion Fund supported by funds in the maximum amount of NINE MILLION
DOLLARS AND NO/100 ($9,000,000.00) contributed as set forth herein. The scope of the
Business Expansion Fund is to fund, in part, the Florida Memorial University ("FMU")
Entrepreneur Development Institute, which is generally described as follows:
Executive Summary
Be it an aspiration to achieve the dream of a college education and transcend poverty, or
to establish and operate a thriving business and contribute to the economic vitality of the
South Florida Community, the Miami Bayside Foundation has an opportunity to
significantly impact the lives of students and entrepreneurs from the area represented by
the Southeast Overtown/Park West Community Redevelopment Agency.
We propose to establish the Entrepreneur Development Institute at FMU and assist the
community and provide management and technical assistance to minority -owned
businesses within the the area represented by the Southeast Overtown/Park West
Community Redevelopment Agency.
The Entrepreneur Development Institute at FMU
The proposed establishment of the Entrepreneur Development Institute (EDI) at Florida
Memorial University is in collaboration between FMU, the Southeast Overtown/Park
West Community Redevelopment Agency and the Lyric Theater located in the Overtown
Community of Miami. Overtown is a historically African -American community located
just north of downtown Miami and is considered part of Miami's Central District. The
total population of Overtown is approximately 9,000 persons and 74% are African
American. It is the poorest zip code in the State of Florida and one of the poorest in the
nation and with one of the highest rates of unemployment. Overtown is home to several
historic churches, restaurants and other landmarks including the Lyric Theater (the first
theater built in Miami).
The City of Miami has designated NW 3rd Avenue Business Corridor as "The Historic
Overtown Business Corridor" wherein the City in tandem with the Community
Redevelopment Agency has begun to make facade improvements to the commercial
corridor and work with community partners to encourage economic development. This
effort has been named, the Overtown Renaissance. Overtown is said to be on the
threshold of becoming a destination of choice for South Florida residents.
With the proposed funding, FMU proposes to reactivate its tractor trailer donated by
Ryder Corporation that has traveled to many communities in the Miami area offering
entrepreneurial and business development assistance to minority owned and prospective
business owners. The FMU EDI will increase economic vitality by navigating business
owners to local services and opportunities available to them, and provide training in the
community where businesses are located. The EDI will be assessable to small businesses
and low to moderate -income individuals who aspire to start a business.
The goals of the EDI are to:
• Establish a presence in the Overtown community serving as a mechanism to attract
prospective students to FMU particularly those interested in entrepreneurship;
• Empower business owners and entrepreneurs by providing seminars and workshops
in the Overtown Community utilizing the FMU Ryder Trailer, and/or office and
conference space provided by the Lyric Theatre, on subject matters relevant to
today's entrepreneurs creating businesses, jobs, income, and environmentally
improved living condition for the low-income community of Overtown.
• Serve as a conduit to businesses and prospective entrepreneurs in the community by
navigating them to resources available to them.
Located in the heart of urban Dade County, FMU has a long tradition of providing
training assistance to South Florida's minority communities. Its training programs have
ranged from law enforcement, health and drug awareness, environmental improvement
collaboration, to re -certification of public school teachers. Specific examples include:
Entrepreneurial development and real estate property management training for the Opa-
Locka Community Development Corporation, and Business training programs for the
Tacolcy Economic Development Center, a Dade County economic development unit.
FMU's work with minority entrepreneurs abounds and includes a joint technical
assistance project with the Entrepreneurial Studies Center at Florida International
University.
Florida Memorial University's experiences as an institution of higher learning dedicated
to excellence in teaching and community services, afford it a unique advantage in
executing the proposed objectives of the EDI. Experiences gained from well over one
hundred years of molding minds both in the classroom and in the community at large is
testimony to the university's commitment to the ideal that education and infoimation are
essential instruments for effective change and progress.
This project will be led by the School of Business with the Dean of the School of
Business serving as the Program Director. Nationally Accredited by the Accreditation
Council of Business Schools and Programs (ACBSP), the school offers Bachelor of
Science degrees in Accounting, Business Administration, Finance, and Marketing. The
school also offers a Dual -Hospitality Management Program with Florida International
University. The school maintains its commitment to excellence in teaching, its primary
objective. The school assists students in developing, through the use of business and
economics analysis, ideals and attitudes leading to professional actions that are ethically
sound and socially desirable. Students are exposed to opportunities in entrepreneurship
and classroom instruction in most of the business courses includes case study and
analysis.
Entrepreneurial Training
The Entrepreneurial Training will be conducted through courses and workshops. The
courses and workshops will be applicable to the development and management of
businesses and will be specifically designed to assist individuals who will be
entrepreneurs and/or engage in business activities. The courses will have a heavier
emphasis on case studies, internships for the students and on -site technical assistance for
the merchants.
The Entrepreneur Development Institute at FMU will provide opportunities for students
and community entrepreneurs the business skills required for profitable, sustainable, and
growing businesses. The growing businesses will provide employment opportunities for
the unemployed and additional income to transcend poverty in the community.
The Business Expansion Fund shall be administered by the Miami Foundation, a disinterested
third party foundation that specializes in community philanthropy.
COMMUNITY EMPLOYMENT AND EMPOWERMENT EFFORTS
Construction Jobs: In accordance with Section 3.2.1 of this Agreement, the Wexford
Developers, University of Miami ("UM") and others will work together to use their best efforts
to actively cause workers from the SEOPW CRA area, and the City of Miami and Miami -Dade
County to be recruited, hired and/or retained as part of the construction of Research Building
One and Building Two. Construction Businesses: In accordance with Section 3.2.2 of this
Agreement, the Wexford Developers, UM and others will work together to use their best efforts
to cause construction businesses from the SEOPW CRA area, and the City of Miami and Miami -
Dade County to be actively recruited, hired and retained workers as part of the construction of
Research Building One and Building Two. Operations and Maintenance Contracts: In
accordance with Section 3.2.3 of this Agreement, the Wexford Developers, UM and others will
work together to use their best efforts to cause businesses from the SEOPW CRA area, and the
City of Miami and Miami -Dade County to be actively recruited, hired and retained workers as
part of the operational contractual needs for Research Building One and Building Two.
Workforce Readiness: As set forth in this Exhibit "C", the Wexford Developers, UM and others
will work together to secure additional partners and funders to help support: (1) workforce
training program at the Life Science & Technology Park, (2) workforce coordinator position, and
(3) scholarships to targeted community youth.
DETAILS RELATED TO THE PUBLIC BENEFITS FUND AND
COMMUNITY ENGAGEMENT EFFORTS
The life sciences and technology fields will be leading areas of opportunity for new jobs and
career advancement. The Public Benefits Fund, will support giving Overtown residents a
competitive advantage in seeking these jobs.
Workforce Training: The Wexford Developers, working with The UM Miller School of
Medicine, Miami Dade College ("MDC"), and South Florida Workforce Development
("SFWD") have agreed to develop a workforce training program (the "Training Program") to
feed into new life science and technology jobs in the Life Science & Technology Park. By
leveraging the strengths and assets of UM, MDC and SFWD, the Training Program provides a
unique and historic opportunity for developing and retaining talent in the community and creates
tremendous value beyond the subsidy provided through SFWD.
The Training Program would be available to residents proximate to the Life Science &
Technology Park, with a particular emphasis on those individuals from the Overtown
neighborhood. Once accepted into the Training Program and matched with a potential employer,
an applicant would begin a course of credit or certification training program at either MDC or
UM, depending upon which institution offers a course in the substantive academic area in
question. Certification programs can be tailored to an employer's specific needs so as to
minimize the amount of "on the job" training necessary to successfully integrate new hires with
an employer's existing workforce.
Scholarships: The Wexford Developers will fund the Public Benefits Fund as set for in this
Agreement. The Public Benefits Fund will:
While the Wexford Developers are funding and facilitating the scholarships, the scholarship
recipients will not be obligated to offer their new talents to the Wexford Developers or their
tenants. The Wexford Developers and their tenants will, however, be filling certain employment
needs for which the scholarship recipients will be eligible should they choose. The scholarship
recipients may use their new talents to work at any of the research parks around the nation and
the globe. The Wexford Developers will also partner with the SEOPW CRA to (a) create
awareness of the workforce training program among tenants of the Life Science & Technology
Park and (b) encourage hiring by tenants. The Wexford Developers cannot, however, control the
hiring practices of its tenants.
SCOPE OF PUBLIC BENEFITS PROGRAM TO BE FUNDED BY THE PUBLIC
BENEFITS FUND
(1) Facilities Housing a Workforce Training Program.
The Training Program is an opportunity for individuals enrolled in MDC to receive specialized
training in life sciences and emerging technologies through foiiiialized degree and certification
programs. The Training Program aims to provide specialized on -site training at the Life Science
& Technology Park, either through internships with employers or the buildout of an on -site
classroom/lab training facility, with costs subsidized partially through federal stimulus dollars by
SFWD (academic -related costs and reimbursement for rent on a per -student basis), partially from
a portion of the Public Benefits Fund (potential contribution toward buildout costs of an on -site
training facility), and partially from the Wexford Developers as landlord (remainder of capital
investment). The Public Benefits Fund will be used in part to fund rent and expenses associated
with the build -out of a training facility within the Life Science & Technology Park.
(2) Workforce Coordinator Position
The Training Program would provide a direct link between students and the type of life science
and technology jobs being created in the Life Science & Technology Park. Initially, the Training
Program would commit to placing at least 10 graduates per year in jobs in these fields, with an
emphasis on hiring at the Life Science & Technology Park. In support of this core objective,
The Public Benefits Fund would provide resources to secure a workforce coordinator to help
place individuals participating in the Training Program into jobs in the life science and emerging
technology field. Accordingly, all graduates of the Training Program would receive the
assistance of a dedicated workforce coordinator, whose full-time job would be to work closely
with the students and potential employers to facilitate the hiring of graduates of the Training
Program.
(3) Scholarships to Targeted Community Youth
The Wexford Developers are committed to using the Public Benefits Fund to benefit the
community by support of its youth. A portion of the Public Benefits Fund will sponsor
qualifying high school students residing in the Overtown neighborhood to participate in UM's
HRSA Summer Scholars Program, alongside other awardees from throughout Miami -Dade
County. Additionally, to the extent remaining, any additional dollars remaining in the Public
Benefits Fund would be contributed toward scholarships or other programs benefiting area
youth, such as funding a dedicated City Year volunteer group at Booker T. Washington High
S chool.
EMPLOYMENT
Additional Public Benefits
Wexford, along with its partners in the Project, have actively sought grants, have provided
funding to local community organizations and have taken in active role in implementing
programs at the Life Science Park to benefit the Overtown neighborhood.
(2) UMLSTP Health & Resource Fair (September 2011)
The University of Miami in conjunction with Miami Dade College and South Florida Workforce
teamed up to offer a free health resource fair held at the University of Miami Life Science &
Technology Park. The event offered a variety of practical and informative services including
blood pressure, cholesterol and glucose screenings; infotination on employment and workforce
training from the South Florida Workforce and the University of Miami School of Business Ziff
Graduate Career Services Center; activities with UM's Kinesiology & Sports Science THINK
program; information from the UM-NSU Center for Autism and Related Disabilities Mobile Unit
and more.
Additional community partners including Miami Lighthouse Vision Program, Catalyst Miami,
Florida Poison Information Center, UM-AHEC Smoking Cessation Program, Dr. John T.
Macdonald Foundation School Health Initiative, Make Healthy Happen Miami, and Safelink
Wireless and Lifeline Assistance offered important information about diabetes, nutrition,
smoking cessation, and other ways to keep families healthy as the academic school year begins.
(3) Job Training/Educational Opportunities
To support a job training effort in Overtown, the University of Miami and Wexford secured
support from the South Florida Workforce Investment Board (SFWIB) to provide training dollars
in partnership with Miami -Dade College. The purpose of this effort was to ensure our
community has the talent to meet the needs of the growing life sciences sector, which is critical
to the growth of the economy. Located in the heart of Miami's Health District, UM's Life
Sciences and Technology Park will boast start-ups to established entities of biotech and life
science -related companies and institutes. This incubator of learning will help foster technical
careers in the life sciences among residents in economically distressed communities. Through
this unique partnership, participants who successfully complete the program will be guaranteed
job placement.
(4) Job Shadowing
UM, along with SFWF, Beacon Council and M/D College have applied for a $500,000.00 grant
to provide funding for internships and job shadowing. The program would be administered by
SFWF. This is another example of efforts to support increase in capacity in the Overtown
community.
Account:
Administrator:
Administrative Fee:
Term:
Amount:
Schedule A
Public Benefits Trust Account
Miami Foundation
up to 4%
5 years from Effective Date, with option(s) to renew
Initial Developer Contribution = $1,000,000.00
Second Developer Contribution = $1,000,000.00
Allocation for Initial Developer Contribution
Item
Amount (Not to Exceed)
1. Salary and Benefits for Workforce Training
Coordinator/Jay Weiss Center
$54,000.00 per year
2. Occupancy cost for facilities housing workforce
training program/Jay Weiss Center (including
construction -related costs for interior buildout and
rent) NEED SQUARE FOOTAGE INFO
$44,675 per year
3. Scholarships
$81,000 per year
Allocation for Second Developer Contribution
Item
1. Scholarships
Amount (Not to Exceed)
100% of Funding Available (after
administrative fees)
Exhibit "D"
B2 PROJECT COST CERTIFICATE
The undersigned hereby certifies to the SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes (the "CRA"), that WEXFORD MIAMI 1851 ,
LLC, a Delaware limited liability company ("Building Two Developer") has actually paid as of
in hard and soft costs to third parties unaffiliated with Building
Two Developer in connection with the development of Building Two, as defined in the
University of Miami Life Science & Technology Park Economic Incentive Agreement dated
, 2012 (the "Incentive Agreement") by and among the CRA, Building Two
Developer, and Wexford Miami 1851, LLC, a Delaware limited liability company, as reflected
on (i) AIA Foiin G702, or similar foiiii accepted by the Building Two Developer's construction
lender, attached hereto as Exhibit "A" ("Form G702"), and (ii) the schedule of soft costs attached
hereto as Exhibit "B" ("Schedule of Soft Costs"), and that the Form G702 and the Schedule of
Soft Costs are true and correct in all material respects.
Building Two Developer acknowledges that the CRA is relying on the Certificate in
making payment pursuant to Section 5.1.1 of the Incentive Agreement.
STATE OF FLORIDA
)ss.
COUNTY OF MIAMI-DADE
WEXFORD MIAMI 1851 , LLC, a
Delaware limited liability company
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of , 201_, by
, as of Wexford Miami 1851, LLC, a Delaware 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:
Commission No.:
My Commission Expires:
Exhibit "E"
RESEARCH BUILDING ONE
EMPLOYMENT CERTIFICATE
The undersigned hereby certifies to the SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes (the "CRA"), that for the year commencing on
January 1, 20 and ending December 31, 20_ Research Building One, as defined in the
University of Miami Life Science & Technology Park Economic Incentive Agreement dated
, 2012 (the "Incentive Agreement") by and among the CRA, Wexford Miami, LLC,
a Delaware limited liability company, authorized to transact business in the State of Florida
("Building One Developer") and WEXFORD MIAMI 1851, LLC, a Delaware limited liability
company, authorized to transact business in Florida ("Wexford 1851"), resulted in Jobs, as
defined in the Incentive Agreement for the calendar year , as more particularly reflected on
the schedule attached hereto as Exhibit "A" (the "Job Schedule") and that the Job Priority
Requirement, as defined in the Incentive Agreement, 0 has 0 has not been complied with.
The undersigned hereby further certifies to the CRA that the information contained in this
certificate and the Job Schedule is true and correct in all material respects as of the date hereof.
Building One Developer acknowledges that the CRA is relying on this Certificate in
making the payments pursuant to Section 4.2.1 of the Incentive Agreement.
STATE OF FLORIDA
)ss.
COUNTY OF MIAMI-DADE
WEXFORD MIAMI, LLC, a Delaware
limited liability company, authorized to
transact business in the State of Florida
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of , 201_, by
, as of Wexford Miami, LLC, a Delaware 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:
Commission No.:
My Commission Expires:
Exhibit "F"
RESEARCH BUILDING TWO
EMPLOYMENT CERTIFICATE
The undersigned hereby certifies to the SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes (the "CRA"), that for the year commencing on
January 1, 20 and ending December 31, 20 Building Two, as defined in the University of
Miami Life Science & Technology Park Economic Incentive Agreement dated
2012 (the "Incentive Agreement") by and among the CRA, Wexford Miami, LLC, a Delaware
limited liability company, authorized to transact business in the State of Florida ("Building One
Developer") and WEXFORD MIAMI 1851, LLC, a Delaware limited liability company,
authorized to transact business in Florida ("Wexford 1851"), resulted in Jobs, as defined
in the Incentive Agreement for the calendar year , as more particularly reflected on the
schedule attached hereto as Exhibit "A" (the "Job Schedule") and that the Job Priority
Requirement, as defined in the Incentive Agreement, 0 has 0 has not been complied with.
The undersigned hereby further certifies to the CRA that the information contained in this
certificate and the Job Schedule is true and correct in all material respects as of the date hereof.
Building Two Developer acknowledges that the CRA is relying on this Certificate in
making the payments pursuant to Section 5.2.1 of the Incentive Agreement.
WEXFORD MIAMI 1861, LLC, a
Delaware limited liability company,
authorized to transact business in the State
of Florida
By:
Name:
Title:
STATE OF FLORIDA
)ss.
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of , 201_, by
, as of Wexford Miami 1851, LLC, a Delaware 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:
Commission No.:
My Commission Expires:
EXHIBIT "G"
RBI PROJECT COST CERTIFICATE
The undersigned hereby certifies to the SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes (the "CRA"), that WEXFORD MIAMI, LLC, a
Delaware limited liability company ("Building One Developer") has actually paid as of
in hard and soft costs to third parties unaffiliated with Building
One Developer in connection with the development of Research Building One, as defined in the
University of Miami Life Science & Technology Park Economic Incentive Agreement dated
, 2012 (the "Incentive Agreement") by and among the CRA, Building One
Developer, and Wexford Miami 1851, LLC, a Delaware limited liability company, as reflected
on (i) AIA Form G702, or similar foini accepted by the Building One Developer's construction
lender, attached hereto as Exhibit "A" ("Form G702"), and (ii) the schedule of soft costs attached
hereto as Exhibit "B" ("Schedule of Soft Costs"), and that the Form G702 and the Schedule of
Soft Costs are true and correct in all material respects.
Building One Developer acknowledges that the CRA is relying on the Certificate in
making payment pursuant to Section 4.1.1 of the Incentive Agreement.
STATE OF FLORIDA
)ss.
COUNTY OF MIAMI-DADE
WEXFORD MIAMI, LLC, a Delaware
limited liability company
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of , 201_, by
, as of Wexford Miami, LLC, a Delaware 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:
Commission No.:
My Commission Expires:
Exhibit "H"
RESEARCH BUILDING ONE ELIGIBILITY CERTIFICATE
The undersigned hereby certifies to the SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes (the "CRA"), that WEXFORD MIAMI, LLC, a
Delaware limited liability company ("Building One Developer") has obtained certificate(s) of
occupancy for not less than seventy percent (70%) of the rentable square footage of Research
Building One, as defined in the University of Miami Life Science & Technology Park Economic
Incentive Agreement dated , 2012 (the "Incentive Agreement") by and
among the CRA, Building One Developer, and Wexford Miami 1851, LLC, a Delaware limited
liability company.
Building One Developer acknowledges that the CRA is relying on this Certificate.
STATE OF FLORIDA
)ss.
COUNTY OF MIAMI-DADE
WEXFORD MIAMI, LLC, a Delaware
limited liability company
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of , 201_, by
, as of Wexford Miami, LLC, a Delaware 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:
Commission No.:
My Commission Expires:
Exhibit "I"
BUILDING TWO ELIGIBILITY CERTIFICATE
The undersigned hereby certifies to the SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes (the "CRA"), that WEXFORD MIAMI 1851 ,
LLC, a Delaware limited liability company ("Building Two Developer") has achieved
Completion of Building Two, as defined in the University of Miami Life Science & Technology
Park Economic Incentive Agreement dated , 2012 (the "Incentive
Agreement") by and among the CRA, Building Two Developer, and Wexford Miami 1851, LLC,
a Delaware limited liability company.
Building Two Developer acknowledges that the CRA is relying on this Certificate.
WEXFORD MIAMI 1851 , LLC, a
Delaware limited liability company
By:
Name:
Title:
STATE OF FLORIDA
)ss.
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of , 201_, by
, as of Wexford Miami 1851, LLC, a Delaware 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:
Commission No.:
My Commission Expires:
Exhibit "J"
RB1 MONITORING CERTIFICATE
The undersigned hereby certifies to the SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes (the "CRA"), that in accordance with Section 3.2.1
of the University of Miami Life Science & Technology Park Economic Incentive Agreement
dated , 2012 (the "Incentive Agreement") by and among the CRA, Wexford Miami,
LLC, a Delaware limited liability company, authorized to transact business in the State of Florida
("Building One Developer") and WEXFORD MIAMI 1851, LLC, a Delaware limited liability
company, authorized to transact business in Florida ("Wexford 1851") that during the month of
, 201 , the following is true and correct in all material respects:
Total Laborers Employed
Number of Laborers employed who
resided in the Redevelopment Area,
as defined in the Incentive
Agreement
Number of Laborers employed who
resided in City Commission District 5
(excluding those who resided in the
Redevelopment Area)
Number of Laborers employed who
resided in the City of Miami
(excluding those who resided in City
Commission District 5 and the
Redevelopment Area)
Number of Laborers employed who
resided in Miami -Dade County
(excluding residents of the City of
Miami)
Percentage of Laborers involved in
the construction of Research Building
One who reside in the
Redevelopment Area from
commencement of construction of
Research Building One
Percentage of Laborers involved in
the construction of Research Building
One who reside in Miami -Dade
County
Percentage of Laborers involved in
the construction of Research Building
One who reside in the City of Miami
Total dollar value of subcontracts
entered into by the general contractor
for Research Building One
Total dollar value of contracts
entered into by the general contractor
for Research Building One with
subcontractors whose principal place
of business is located in the
Redevelopment Area
Total dollar value of subcontracts
entered into by the general contractor
for Research Building One with
subcontractors whose principal place
of business is located in Miami -Dade
County
Total dollar value of subcontracts
entered into by the general contractor
for Research Building One with
subcontractors whose principal place
of business is located in the City of
Miami
Percentage of subcontracts for
Research Building One based upon
dollar amounts given to
subcontractors whose principal place
of business is located in the
Redevelopment Area
Percentage of subcontracts for
Research Building One based upon
dollar amounts given to
subcontractors whose principal place
of business is located in the City of
Miami
Percentage of subcontracts for
Research Building One based upon
dollar amounts given to
subcontractors whose principal place
of business is located in Miami -Dade
County
Attached to this Certificate is backup information to support the numbers and percentages
contained in the Certification.
The Building One Developer certifies to the CRA that the general contractor and the
subcontractors 0 have 0 have not complied with RB1 Laborer Priority required by Section
3.2.1.1 of the Incentive Agreement.
The Building One Developer certifies that the general contractor 0 has 0 has not
complied with the RB1 Subcontractor Priority required by Section 3.2.1.2 of the Incentive
Agreement.
Building One Developer acknowledges that the CRA is relying on this Certificate.
WEXFORD MIAMI, LLC, a Delaware
limited liability company, authorized to
transact business in the State of Florida
By:
Name:
Title:
STATE OF FLORIDA
)ss.
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of , 201_, by
, as of Wexford Miami, LLC, a Delaware 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:
Commission No.:
My Commission Expires:
Exhibit "K"
VAILON RB1 MONITORING CERTIFICATION
THE VAILON GROUP, INC, a Florida corporation ("Vailon") hereby certifies to the
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a
public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA")
that it has reviewed the RB1 Monitoring Certificate attached thereto as Exhibit "A" (the
"Certificate") prepared by the WEXFORD MIAMI, LLC, a Delaware limited liability company (the
"Building One Developer") and such additional reports and information that Vailon deemed
appropriate to confirm the accuracy of the Certificate and based upon such review, Vailon certifies to
the CRA that the Certificate is true and correct in all material respects and that the percentage of
laborers involved in the construction of Research Building One who resided in the Redevelopment
Area, as defined in the University of Miami Life Science & Technology Park Economic Incentive
Agreement dated , 2012 (the "Incentive Agreement"), by and among the CRA, Building One
Developer, and Wexford Miami 1851, LLC, a Delaware limited liability company, is %, the
percentage of laborers involved in the construction of Research Building One residing in Miami -
Dade County is %, and the percentage of laborers involved in the construction of Research
Building One residing in the City of Miami is %, and that the RB1 Laborer Priority, as defined in
the Incentive Agreement, 0 has 0 has not been complied with. In addition Vailon certifies to the
CRA that based upon the dollar value of subcontracts, that % of the subcontractors for Research
Building One have their principal place of business in the Redevelopment Area, that % of the
subcontractors for Research Building One have their principal place of business in the City of Miami,
and that % of the subcontractors for Research Building One have their principal place of business
in Miami -Dade County and the RB1 Subcontractor Priority 0 has ❑ has not been complied with.
Vailon acknowledges that the CRA is relying on this Certificate.
The Vailon Group, Inc., a Florida corporation
By:
Marsha E. Jackman, President
STATE OF FLORIDA )
)ss.
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of , 2012, by
Marsha E. Jackman, as President of The Vailon Group, a Florida corporation, on behalf of the
corporation, who is personally known to me or has produced as
identification.
Notary Public, State of:
Commission No.:
My Commission Expires:
Exhibit "L"
B2 MONITORING CERTIFICATE
The undersigned hereby certifies to the SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes (the "CRA"), that in accordance with Section 4.2.1
of the University of Miami Life Science & Technology Park Economic Incentive Agreement
dated , 2012 (the "Incentive Agreement") by and among the CRA, Wexford Miami,
LLC, a Delaware limited liability company, authorized to transact business in the State of Florida
("Building One Developer") and WEXFORD MIAMI 1851, LLC, a Delaware limited liability
company, authorized to transact business in Florida ("Wexford 1851") that during the month of
, 201 , the following is true and correct in all material respects:
Total Laborers Employed
Number of Laborers employed who
resided in the Redevelopment Area,
as defined in the Incentive
Agreement
Number of Laborers employed who
resided in City Commission District 5
(excluding those who resided in the
Redevelopment Area)
Number of Laborers employed who
resided in the City of Miami
(excluding those who resided in City
Commission District 5 and the
Redevelopment Area)
Number of Laborers employed who
resided in Miami -Dade County
(excluding residents of the City of
Miami)
Percentage of Laborers involved in
the construction of Building Two
who reside in the Redevelopment
Area from commencement of
construction of Building Two
Percentage of Laborers involved in
the construction of Building Two
who reside in Miami -Dade County
Percentage of Laborers involved in
the construction of Building Two
who reside in the City of Miami
Total dollar value of subcontracts
entered into by the general contractor
for Building Two
Total dollar value of contracts
entered into by the general contractor
for Building Two with subcontractors
whose principal place of business is
located in the Redevelopment Area
Total dollar value of subcontracts
entered into by the general contractor
for Building Two with subcontractors
whose principal place of business is
located in Miami -Dade County
Total dollar value of subcontracts
entered into by the general contractor
for Building Two with subcontractors
whose principal place of business is
located in the City of Miami
Percentage of subcontracts for
Building Two based upon dollar
amounts given to subcontractors
whose principal place of business is
located in the Redevelopment Area
Percentage of subcontracts for
Building Two based upon dollar
amounts given to subcontractors
whose principal place of business is
located in the City of Miami
Percentage of subcontracts for
Building Two based upon dollar
amounts given to subcontractors
whose principal place of business is
located in Miami -Dade County
Attached to this Certificate is backup inforrnation to support the numbers and percentages
contained in the Certification.
The Building Two Developer certifies to the CRA that the general contractor and the
subcontractors 0 have 0 have not complied with B2 Laborer Priority required by Section
4.2.1.1 of the Incentive Agreement.
The Building Two Developer certifies that the general contractor 0 has 0 has not
complied with the B2 Subcontractor Priority required by Section 4.2.1.2 of the Incentive
Agreement.
Building Two Developer acknowledges that the CRA is relying on this Certificate.
WEXFORD MIAMI 1851, LLC, a
Delaware limited liability company,
authorized to transact business in the State
of Florida
By:
Name:
Title:
STATE OF FLORIDA
)ss.
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of , 201_, by
, as of Wexford Miami 1851, LLC, a Delaware 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:
Commission No.:
My Commission Expires:
Exhibit "M"
VAILON B2 MONITORING CERTIFICATION
THE VAILON GROUP, INC, a Florida corporation ("Vailon") hereby certifies to the
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a
public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA")
that it has reviewed the B2 Monitoring Certificate attached thereto as Exhibit "A" (the "Certificate")
prepared by the WEXFORD MIAMI 1851, LLC, a Delaware limited liability company (the
"Building Two Developer") and such additional reports and information that Vailon deemed
appropriate to confii ni the accuracy of the Certificate and based upon such review, Vailon certifies to
the CRA that the Certificate is true and correct in all material respects and that the percentage of
laborers involved in construction of Building Two who resided in the Redevelopment Area, as
defined in the University of Miami Life Science & Technology Park Economic Incentive Agreement
dated , 2012 (the "Incentive Agreement"), by and among the CRA, Building One Developer,
and Wexford Miami 1851, LLC, a Delaware limited liability company, is %, the percentage of
laborers involved in the construction of Building Two residing in Miami -Dade County is %, and
the percentage of laborers involved in the construction of Building Two residing in the City of Miami
is % and that the B2Laborer Priority, as defined in the Incentive Agreement, 0 has 0 has not
been complied with. In addition Vailon certifies to the CRA that based upon the dollar value of
subcontracts, that % of the subcontractors for Building Two have their principal place of business
in the Redevelopment Area, that % of the subcontractors for Building Two have their principal
place of business in the City of Miami, and that % of the subcontractors for Building Two have
their principal place of business in Miami -Dade County and the B2 Subcontractor Priority 0 has 0
has not been complied with.
Vailon acknowledges that the CRA is relying on this Certificate.
The Vailon Group, Inc., a Florida corporation
By:
Marsha E. Jackman, President
STATE OF FLORIDA
)ss
COUNTY OF MIAMI-DADE )
The foregoing instrument was acknowledged before me this day of , 2012, by
Marsha E. Jackman, as President of The Vailon Group, a Florida corporation, on behalf of the
corporation, who is personally known to me or has produced as
identification.
Notary Public, State of:
Commission No.:
My Commission Expires:
MIAMI 3138610.2 7843931620
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