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HomeMy WebLinkAboutExhibit SUB? i,c' i ca v hel c z.mef t PORT TUNNEL INTERLOCAL AND GRANT AGREEMENT This PORT TUNNEL INTERLOCAL AND GRANT AGREEMENT ("Grant Agreement") is made as of this day of , 2012, by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("OMNI CRA"), and the CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida ("City" or "Grantee"). RECITALS A. The OMNI CRA and the City entered into the Interlocal Agreement Between The City of Miami, Miami -Dade County, Southeast Overtown Park West CRA, and Omni CRA to Provide Funding for Major Projects for the Benefit of All Parties dated December 31, 2007 ("Global Agreement"), B. The Global Agreement describes the Port Tunnel Project as consisting of widening the MacArthur Causeway Bridge, construction of a tunnel between Watson Island and Dodge Island and roadway improvements on Watson Island and the Port of Miami. C. The Global Agreement states that the purpose of the Port Tunnel Project is to ensure the economic vitality and growth of the Port of Miami and reduce congestion and improve the quality of life of the OMNI CRA, the Southeast Overtown/Park West Community Redevelopment Agency and downtown Miami, by removing over 5,000 port -bound trucks per day from the local streets. D. Pursuant to the terms of the Global Agreement, Miami -Dade County ("County"), the City and the OMNI CRA agreed to amend the OMNI CRA Redevelopment Plan to include a financial contribution for the Port Tunnel Project from the OMNI CRA to the City, and further to expand its boundaries to include Watson Island. E. The Interlocal Cooperation Agreement by and among the County, the City, and the OMNI CRA, dated June 24, 1996 ("Original Interlocal"), as restated in the Global Agreement, obligated the OMNI CRA to pay the first $1.43 million of Tax Increment Financing Revenues ("TIF Revenues") collected each year to the County for the payment of County Debt Service Payment on the Performing Arts Center Bonds, which obligation would cease when the Performing Arts Center Bonds are no longer outstanding. F. The OMNI CRA is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with its approved Redevelopment Plan. G. In connection with the Port Tunnel Project, pursuant to Resolution Nos. R-10- 0565 and R-10-0566 adopted by the Miami City Commission ("Commission") on December 16, 2010, and Resolution No. CRA-R-10-0074 adopted on September 20, 2010 by the Board of Commissioners of the Omni Redevelopment District Community Redevelopment Agency of the City of Miami ("OMNI CRA Board"), the Commission and the OMNI CRA Board authorized certain payments, through grants and otherwise, to be made to the Florida Department of 1 Transportation and the Commission authorized the City to enter into a Loan Agreement with Wells Fargo Bank, National Association and for the City to issue its Revenue Note Series 2010 (Port of Miami Tunnel and Access Improvement Project) in the principal amount of $50,000,000 dated January 5, 2011 ("Tunnel Note"). H. Pursuant to Resolution No. R-622-12, adopted by the Board of County Commissioners of Miami -Dade County ("Board") on July 3, 2012, and Resolution No. R-12- 0284, adopted by the Commission on July 26, 2012, the Board and the Commission, authorized the issuance and receipt of an annual grant from the OMNI CRA to the City from all legally available OMNI CRA revenues in an amount equal to the principal and interest, premiums, if any, and redemption fees, if any, due annually on bonds/debt obligations to be issued by the City to refinance the Tunnel Note ("Annual Grant"). I. The City is in the processes of refinancing the Tunnel Note with in the not to exceed amount of $ ("Tunnel Debt Obligation") and the OMNI CRA will continue to provide financial support to the City under the terms of this Grant Agreement. J. The OMNI CRA Board, by Resolution No. CRA-R-12- , passed and adopted on October 25, 2012, authorized the issuance of an Annual Grant to the City, in an amount equal to the principal and interest due annually on bonds/debt issued by the City to fund its Tunnel Debt. K. The Annual Grant from the OMNI CRA to the City shall be subordinate to the OMNI CRA's annual payment to the County pursuant to Exhibit A of the Original Interlocal. L. The OMNI CRA and the City wish to enter into this Grant Agreement to set forth the terms and conditions relating to the use of this grant. NOW, THEREFORE, in consideration of the mutual promises of the Parties contained herein and other good and valuable consideration, receipt and sufficiency of which is hereby acknowledged, the OMNI CRA and Grantee agree as follows: 1. RECITALS. The Recitals to this Grant Agreement are true and correct, and are incorporated herein by reference and made a part hereof. 2. Definitions. Capitalized terms not defined herein shall have the meaning set forth in resolution R-12- , which the City Commission adopted on November 15, 2012 ("Bond Resolution"), 3. GRANT. Subject to the terms and conditions set forth herein, commencing in fiscal year 2012- 2013, the OMNI CRA hereby agrees to fund the Annual Grant. a. The OMNI CRA shall transfer to the City, as soon as practicable after its receipt of TIF Revenues from the County, but in any event, no later than every January 30th, the Annual Grant in accordance with the Debt Service Payment Schedule to be attached hereto as Exhibit A 2 upon document execution. Grantee shall provide the OMNI CRA with an invoice reflecting the amount of the Annual Grant due on or before every December 31st b. The OMNI CRA shall include a line item in each fiscal year's budget, in the amount of the Annual Grant. The OMNI CRA Board's approval of the OMNI CRA'S annual budget shall constitute approval of the Annual Grant; no additional approval from the OMNI CRA Board shall be required. 4. USE OF GRANT. a. The Annual Grant shall be used solely to cover the City's Tunnel Debt Obligation. In no event shall the City use the Annual Grant for any other purposes. b. In the Bond Resolution, the City covenants to Budget and Appropriate from non - ad valorem revenues ("CB&A") to pay debt service in the Tunnel Debt Obligation as part of the refinancing process. The OMNI CRA agrees that should the City be required, pursuant to the CB&A, to make a debt service payment because the OMNI CRA does not have available funds, the OMNI CRA shall repay the City the next fiscal year in which monies become available, subject only to its Performing Arts Center Obligations and all OMNI CRA administrative costs. This OMNI CRA obligation shall be ongoing until the OMNI CRA makes all City CB&A funded debt service payments. 5. TERM. The term of this Grant Agreement shall commence on the date first above written and shall terminate upon the earlier of: (a) full payment of the Tunnel Debt Obligations and the Performing Arts Center Bonds; (b) September 30, 2030; or (c) earlier termination as provided for herein; provided, however, that all rights of the OMNI CRA to audit or inspect, to require reversion of assets, to enforce representations, warranties and certifications, to default remedies, to limitation of liability and indemnification, and to the recovery of fees and costs shall survive the expiration or earlier termination of this Grant Agreement. 6. COMPLIANCE WITH POLICIES AND PROCEDURES. Grantee understands that the use of the Annual Grant is subject to specific reporting, record keeping, administrative and contracting guidelines and other requirements affecting the activities funded by the Annual Grant. Grantee covenants and agrees to comply, and represents and warrants to the OMNI CRA that the Annual Grant shall be used in accordance, with all of the requirements, terms and conditions contained therein as the same may be amended during the term hereof. Without limiting the generality of the foregoing, Grantee represents and warrants that it will comply and the Annual Grant will be used in accordance with all applicable federal, state and local codes, laws, rules and regulations. 7. RECORDS AND REPORTS/AUDITS AND EVALUATION. 7.1 RECORDS MAINTENANCE. Grantee understands and acknowledges that the OMNI CRA must meet certain record keeping and reporting requirements with regard to the Annual Grant. In order to enable the OMNI CRA to comply with its record keeping and reporting requirements, Grantee agrees to maintain all records as required by the OMNI CRA. 3 7.2 DELIVERY OF PAYMENT CONFIRMATIONS. No later than thirty (30) days after Grantee makes use of the Annual Grant, Grantee shall deliver to the OMNI CRA such written confirmation of payment. 7.3 AUDIT RIGHTS. The OMNI CRA shall have the right to conduct audits of Grantee's records pertaining to the Annual Grant in order to conduct its monitoring and evaluation activities. Grantee agrees to cooperate with the OMNI CRA in the performance of these activities. 8. REPRESENTATIONS; WARRANTIES; CERTIFICATIONS. Grantee represents, warrants, and certifies the following: 8.1 INVOICES. Invoices for all expenditures shall be submitted to the OMNI CRA for review and approval. 8.2 EXPENDITURES. Funds disbursed under the Annual Grant shall be used solely for the purpose(s) described herein. All expenditures of the Annual Grant will be made in accordance with the provisions of this Grant Agreement. 8.3 SEPARATE ACCOUNTS. The Annual Grant will not be co -mingled with any other funds and separate bank accounts and accounting records will be maintained. The City shall deposit the Annual Grant directly into the Principal Account and Interest Account, as applicable, established within the Sinking Fund pursuant to the Bond Resolution, rather than the General Operating Fund. 8.4 LIABILITY. Grantee will be liable to the OMNI CRA for the amount of the Annual Grant expended in a manner inconsistent with this Grant Agreement. 8.5 AUTHORITY. This Grant Agreement has been duly authorized by all necessary actions on the part of, and has been, or will be, duly executed and delivered by the Grantee, and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof, (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein, (ii) contravenes any existing law, judgment, governmental rule, regulation or order applicable to or binding on any indenture, mortgage, deed of trust, bank loan or credit agreement, applicable ordinances, resolutions, or on the date of this Grant Agreement, any other agreement or instrument to which the Grantee is a party, or (iii) contravenes or results in any breach of, or default under any other agreement to which the Grantee is a party, or results in the creation of any lien or encumbrances upon any property of the Grantee. 9. MARKETING. Grantee shall prominently display the OMNI CRA's contribution to the Port Tunnel Project on all marketing material or signage during the term of this Grant Agreement and for two (2) years following completion of the Port Tunnel Project. Grantee shall produce, publish, advertise, disclose, or prominently exhibit the OMNI CRA'S name and logo, in acknowledgement of the OMNI CRA's contribution to the Port Tunnel Project, in all forms of 4 media and communications created by Grantee for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purpose, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements or interviews. 10. LIABILITY OF THE OMNI CRA. No officer, employee, agent, or principal, whether disclosed or undisclosed, of the OMNI CRA shall have any personal liability with respect to any of the provisions of this Grant Agreement. Any liability of the OMNI CRA under this Grant Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 11, INTERPRETATION. 11.1 CAPTIONS. The captions in this Grant Agreement are for convenience only and are not a part of this Grant Agreement and do not in any way define, limit, describe or amplify the terms and provisions of this Grant Agreement or the scope or intent thereof. 11.2 ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the Parties hereto relating to the Annual Grant, and correctly set forth the rights, duties, and obligations of the Parties. There are no collateral or oral agreements or understandings between the OMNI CRA and Grantee relating to the Grant Agreement. Any promises, negotiations, or representations not expressly set forth in this Grant Agreement are of no force or effect. This Grant Agreement shall not be modified in any manner except by an instrument in writing executed by the Parties. The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number. The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation. 11.3 CONSTRUCTION. Should the provisions of this Grant Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both Parties have equally participated in the preparation of this Grant Agreement. 11.4 WAIVER. No waiver or breach of any provision of this Grant Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. 11.5 SEVERABILITY. Should any provision contained in this Grant Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable, and in either event, the remaining 5 terms and provisions of this Grant Agreement shall remain unmodified and in full force and effect. 11.6 THIRD -PARTY BENEFICIARIES. No provision of this Grant Agreement shall, in any way, inure to the benefit of any third party so as to make such third party a beneficiary of this Grant Agreement, or of any one or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 12. AMENDMENTS. No amendment to this Grant Agreement shall be binding on either party, unless in writing and signed by both Parties. 13. CONSTRUCTION. This Grant Agreement shall be construed and enforced in accordance with Florida law. 14. NOTICE. All notices or other communications which shall or may be given pursuant to this Grant Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier. To OMNI CRA: Omni Redevelopment District Community Redevelopment Agency 1401 N. Miami Avenue Miami, FL 33136 Attn: Pieter A. Bockweg Executive Director To Grantee: City of Miami 444 S.W. 2nd Avenue, l Oth Floor Miami, FL 33130 Attn: Johnny Martinez City Manager City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, FL 33130 15. SUCCESSORS AND ASSIGNS. This Grant Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 16. MISCELLANEOUS. 16.1 In the event of any litigation between the parties under this Grant Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels. Agreement. 16.2 Time shall be of the essence for each and every provision of this Grant 6 16.3 All exhibits attached to this Grant Agreement are incorporated in, and made a part of this Grant Agreement. IN WITNESS WHEREOF, in consideration of the mutual entry into this Grant Agreement, for other good and valuable consideration, and intending to be legally bound, the OMNI CRA and Grantee have executed this Grant Agreement. ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida By: By: Dwight Danie, City Clerk Johnny Martinez, P.E., City Manager APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS: CORRECTNESS: By: By: Calvin Ellis, Risk Management Director Julie O. Bru, City Attorney ATTEST: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: By: Dwight Danie, Clerk of the Board Pieter Bockweg, Executive Director APPROVED AS TO FORM AND CORRECTNESS: By: Julie O. Bru, OMNI CRA General Counsel 7 EXHIBIT "A" Debt Service Payment Schedule [this document begins on the following pagel 8 PORT TUNNEL INT.ERLOCAL AND GRANT AGREEMENT // This PORT. TUNNEL INTERLOCAL AND GRANT AGREEMENT ("Grant Agreement") is made as of this _ day of , 2012, by and betwe tithe OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created.pursuant to Section 163.35§Florida Statutes ("OMNI CRA"), and the CITY OF MIAMI, FLORIDA, a municipal corpor9;don of the State of • Florida("City" or "Grantee"). RECITALS A. The OMNI CRA and the City entered into the Interlo al Agreement Between The City of Miami, Miami -Dade County, Southeast Overtown Park est CRA, and Omni CRA to Provide Funding for Major Projects for the Benefit of All Par ies dated December 31, 2007 ("Global Agreement"). B. The Global Agreement describes the Po Tunnel Project as consisting of widening the MacArthur Causeway Bridge, construction . a tunnel between Watson Island and Dodge Island and roadway improvements on Watson Isl•, d and the Port of Miami. C. The Global Agreement states that the purpose of the Port Tunnel Project is to ensure the economic vitality and growth of the . ort of Miami and reduce congestion and improve the quality of life of the OMNI CRA; th; Southeast Overtown/Park West Community Redevelopment Agency and downtown Miami, ry removing over 5,000 port -bound trucks per day from the local streets. D. Pursuant to the terms of the 9 obal Agreement, Miami -Dade County ("County"), the City and the OMNI CRA agreed to am (id the OMNI CRA Redevelopment Plan to include a financial contribution for the Port Tunnel roject from the OMNI CRA to the City, and further to expand its boundaries to include Watson sland. E. The Interlocal Cooper. ion Agreement by and among the County, the City, and the OMNI CRA, dated June 24, 1996 ("Original Interlocal"), as restated in the Global Agreement, obligated the OMNI C to pay the first $1.43 million of Tax Increment Financing Revenues collected each year to the County for the payment of County Debt Service Payment on the Performing Arts Center Bo .s, which obligation would cease when the Performing Arts Center Bonds are no longer outs nding. F. The. OMNI Cis responsible for carrying out community redevelopment activities and projects with'n its Redevelopment Area in accordance with its approved Redevelopment Plan. G. In connectio/ with the Port Tunnel Project, pursuant to Resolution Nos. R-10- 0565 and R-1.0-0566 adopted by the Miami City Commission ("Commission") on December 16, 2010, and Resolution No CRA-R-10-0074 adopted on September 20, 2010 by the Board of Commissioners of the Omni Redevelopment District Community RedevelopmentAgency of the City of Miami ("OMNI CRA Board"), the Commission and the OMNI CRA Board authorized certain payments, through grants and otherwise, to be made to the Florida Department of Transportation and the Commission authorized the City to enter into a Loan Agreement with Wells Fargo Bank, National Association and for the City to issue its Revenue Note Series 2010 (Port of Miami Tunnel and Access Improvement Project) in the principal amount of $50,000,000 dated January 5, 2011 ("Tunnel Note"). H. Pursuant to Resolution No. R-622-12, adopted by the Board o (County Commissioners of Miami -Dade County ("Board") on July 3, 2012, and Resolution/No. R-12- 0284, adopted by the Commission on July 26, 2012, the Board and the Commissiop, authorized the issuance and receipt of an annual grant from the OMNI CRA to the City from all legally available OMNI CRA revenues in an amount equal to the principal and intereS, premiums, if any, and redemption fees, if any, due annually on bonds/debt obligations to be 'issued by the City to refinance the Tunnel Note ("Annual Grant"). I. The City is in the processes of refinancing the Tunnel Note with Wells Fargo Bank, National Association, in the not to exceed amount of $50, p 00,000 ("Tunnel Debt Obligation") and the OMNI CRA will continue to provide financial suJ port to the City under the terms of this Grant Agreement. J. The OMNI CRA Board, by Resolution No. C ' R-12- , passed and adopted on October 25, 2012, authorized the issuance of an Annual Grant to the City, in an amount equal to.the principal and interest due annually on boar ds/debt issued by the City to fund its Tunnel Debt. / K. The Annual Grant from the OMNI CRA the City shall be subordinate to the OMNI CRA's annual payment to the County pursuant to/Exhibit A of the Original Interlocal. L. The OMNI CRA and the City wish to pciter into this Grant Agreement to set forth the terms and conditions relating to the use of this gy nt. NOW, THEREFORE, in consideration o/f the mutual promises of the Parties contained herein and other good and valuable consideration, receipt and sufficiency of which; is hereby acknowledged, the OMNI CRA and Grantee kree as follows: 1 1. RECITALS. The Recitals .too this Grant Agreement are true and correct, and are incorporated herein by reference and mace a part hereof. 2. GRANT. Subject to the terms and conditions set forth herein and Grantee's compliance with all of its obligations hereunder, comme/icing in fiscal year 2012-2013, the OMNI CRA hereby agrees to fund an annual grant award td the City from all legally available OMNI CRA revenues in an amount equal to the principal;/and interest, premiums, if any, and redemption fees, if any, due annually on bonds/debt obligations to be issued by the City under to Tunnel Debt Obligation ("Annual Grant'). a, • The OM 1 CRA shall transfer to the City, on or before every January 30th, the Annual Grant in accorc}ance with. the Debt Service Payment Schedule attached hereto as Exhibit 2 A. Grantee shall provide the OMNI CRA with an invoice reflecting the amount of the Annual Grant due on or before every December 3151, b. The OMNI CRA shall include a line item in each fiscal year's budget, in the amount of the Annual Grant. The OMNI CRA Board's approval of the OMNI CRA'S annual budget shall constitute approval of the Annual Grant; no additional approval from the OMNI CRA Board shall be required. 3. USE OF GRANT. a. The Annual Grant shall be used solely to cover the City's Tunnel Debt Obligation. In no event shall the City use the Annual Grant for any other purposes. b. The City shall pledge a Covenant to Budget and Appropriate ("CB&A") as part of the refinancing process and the OMNI CRA agrees that should the City be equired, pursuant to the CB&A, to make a debt service payment because the OMNI CRA do not have available funds, the OMNI CRA shall repay' the City the next fiscal year in hich monies become available, subject only to its Performing Arts Center Obligations and all OMNI CRA administrative costs. 4. TERM. The term of this Grant Agreement shall Eommence on the date first above written and shall terminate upon the earlier of: (a) full payment of the Tunnel Debt Obligations and the Performing Arts Center Bonds; (b) Sep - mber 30, 2030; or (c) earlier termination as provided for herein; provided, however, that al rights of the OMNI CRA to audit or inspect, to require reversion of assets, to enforce represent tons, warranties and certifications, to default remedies, to limitation of liability and indemnifiAtion, and to the recovery of fees and costs shall survive the expiration or earlier termination of this Grant Agreement. 5. COMPLIANCE WITH POLICIES AN' b PROCEDURES. Grantee understands that the use of the Annual Grant is subject to speci is reporting, record keeping, administrative and contracting guidelines and other requirements affecting the activities funded by the Annual Grant. Grantee covenants and agrees to comply, . nd represents and warrants to the OMNI CRA that the Annual Grant shall be used in accord ance, with all of the requirements, terms and conditions contained therein as the same mbe amended during the term hereof. Without limiting the generality of the foregoing, Gra ltee represents and warrants that it will comply and the Afinual Grant will be used in accordapce with all applicable federal, state and local codes, laws, rules and regulations. 6. RECORDS AND REPQ5RTS/AUDITS AND EVALUATION. 6.1 RECORDS //MAINTENANCE. Grantee understands and acknowledges that the OMNI CRA must meet cdrtain record keeping and reporting requirements with regard to the Annual Grant. In order tnable the OMNI CRA to comply with its record keeping and reporting requirements, Grant e agrees'to maintain all records as required by the OMNI CRA. 3 6.2 DELIVERY OF PAYMENT CONFIRMATIONS. No later than thirty (30) days after Grantee makes use of the Annual Grant, Grantee shall deliver to the OMNI CRA such written confirmation of payment. 6.3 AUDIT RIGHTS. The OMNI CRA shall have the right to conduct audits of Grantee's records pertaining to the Annual Grant in order to conduct its monitoring and evaluation activities. Grantee agrees to cooperate with the OMNI CRA in the perfoy±ance of these activities. 7. REPRESENTATIONS; WARRANTIES; CERTIFICATIONIi Grantee represents, warrants, and certifies the following: 7.1 INVOICES Invoices for all expenditures shall be s Emitted to the OMNI CRA for review and approval. 7.2 EXPENDITURES. Funds disbursed under the nnual Grant shall be used solely for the purpose(s) described herein. All expenditures of the • •nnual Grant will be made in accordance with the provisions of this Grant Agreement. 7.3 SEPARATE ACCOUNTS. The Ann al Grant will not be co -mingled with any other funds and separate bank accounts and accoun ng records will be maintained. The City shall deposit the Annual Grant into a separate Si} ing Fund, rather than the General Operating Fund. 7.4 LIABILITY. Grantee will be fable to the OMNI CRA for the amount of the Annual Grant expended in a manner inconsistenfwith this Grant Agreement. 7.5 AUTHORITY. This Grp. t Agreement has been duly authorized by all necessary actions on the part of, and has bee if, or will be, duly executed and delivered by the Grantee, and neither the execution and de very hereof, nor compliance with the terms and provisions hereof, (i) requires the approva/ and consent of any other party, except such as have been duly obtained or as are specific 11y noted herein, (ii) contravenes any existing law, judgment, governmental rule, regulati .n or order applicable to or binding on any indenture, mortgage, deed of trust, bank loan or/ redit agreement, applicable ordinances, resolutions, or on the date of this Grant Agreement, arty other agreement or instrurnent to which the Grantee is a party, or (iii) contravenes or resu is in any breach of, or default under any other agreement to which the Grantee is a party, or results in the creation of any lien or encumbrances upon any property of the Grantee. 8. MARKETIN,G. Grantee shall prominently display the OMNI CRA's contribution to the Port Tunnel Projecon all marketing material or signage during the term of this Grant Agreement and for two (� years following completion of the Port Tunnel Project. Grantee shall produce, publish, advertse, disclose, or prominently exhibit the OMNI CRA'S name and logo, in acknowledgement of the OMNI CRA's contribution to the Port Tunnel Project, in all forms of media and communic tions created . by Grantee for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purpose, including but not limited to stationary, 4 newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements or interviews. 9. LIABILITY OF THE OMNI CRA, No officer, employee, agent, or principal, whether disclosed or undisclosed, of the OMNI CRA shall have any personal liability with respect to any of the provisions of this Grant Agreement. Any liability of the OMNI CRA under this Grant Agreement shall be subject to the limitations imposed by Section 768, 8, Florida Statutes, 10. INTERPRETATION. 10.1 CAPTIONS. The captions in this Grant Agreement acre for convenience only and are not a part of this Grant Agreement and do not in anyway de - ne, limit, describe or amplify the terms and provisions of this Grant Agreement or the scope or ntent thereof. 10.2 ENTIRE AGREEMENT. This instrument co stitutes the sole and only agreement of the Parties hereto relating to the Annual Grant, and orrectly set forth the rights, duties, and obligations of the Parties. There are no collral or oral agreements or understandings between the OMNI CRA and Grantee relating/to the Grant Agreement. Any promises, negotiations, or representations not expressly set fo h in this Grant Agreement are of no force or effect, This Grant Agreement shall not be moped in any manner except by an instrument in writing executed by the Parties. The mas%line (or neuter) pronoun and the singular number shall include the masculine, feminine an neuter genders and the singular and plural number. The word "including" followed by any pecific item(s) is deemed to refer to examples rather than to be words of limitation.. 10.3 CONSTRUCTION. Should the provisions of this Grant Agreement require judicial or arbitral interpretation, it is agree that the judicial or.arbitral body interpreting or construing the same shall not apply the assume on that the terms hereof shall be more strictly construed against one party by reason of the r le of construction that an instrument is to be construed more strictly against the party whi h itself or through its agents prepared same, it being agreed that the agents of both Parties ]iave equally participated in the preparation of this Grant Agreement. 10.4 . WAIVER. No •wai per or breach of any provision of this Grant Agreement shall constitute a waiver of any subsequ nt breach of the same or any other provision hereof, and no waiver shall be effective unless ma cj in writing. 10.5 SEVERABILJ/FY. Should any provision contained in this Grant Agreement be determined by a cod t of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws o" the State of Florida, then such provision shall be deemed modified to the extent necessa in order to conform with such laws, or if not modifiable to conform with such laws, that s me shall be deemed severable, and ineither event, the remaining terms and provisions of this Grant Agreement shall remain unmodified and in full force and effect. 5 10.6 THIRD -PARTY BENEFICIARIES. No provision of this Grant Agreement shall, in any way, inure to the benefit of any third party so as to make such third party a beneficiary. of this. Grant Agreement, or of any .one or more of the terms hereof, or otherwise give rise to any cause of action in any party not a party hereto. 11. AMENDMENTS. No amendment to this Grant Agreement shall be binding,bn either party, unless in writing and signed by both Parties. 12. CONSTRUCTION, This Grant Agreement shall be construed and enforced in accordance with Florida law. 13, NOTICE. All notices or other communications which shall or may be given pursuant to this Grant Agreement, shall be in writing and shall be'delivered by ersonal service, or by registered mail, addressed to the party at the address indicated herein r as the same may be changed from time to time. Such notice shall be deemed given on the day/on which personally served, or, if by mail, on the fifth day after being posted, or the date of acttfal receipt or refusal of delivery, whichever is earlier. To OMNI CRA: Omni Redevelopment District Community Re 1401 N. Miami Avenue Miami, FL 33136 Attn: Pieter A. Bockweg Executive Director To Grantee: City of Miami 444 S.W. 2nd Avenue, loth Floor Miami, FL 33130 Attn: Johnny Martinez City Manager evelopment Agency City 'ttorney 444, W. 2nd Avenue, 9th Floor Miami, FL 33130' 14. SUCCESSORS AND ASSIGN ' This Grant Agreement shall be binding upon the parties hereto, and their respective heirs' executors, legal representatives, successors, and assigns. 15. MISCELLANEOUS, 15.1 In the event any litigation between the parties under this Grant Agreement, the parties shall bear the' ' own attorneys' fees and costs at trial and appellate.levels. 15.2 Time shall/be of the essence for each and every provision of this Grant Agreement. 15.3 All ehibits attached to this Grant Agreement are incorporated in, and made a part of this Grant Agreement. 6 IN WITNESS WHEREOF, in consideration of the mutual entry into this Grant Agreement, for other good and valuable consideration, and intending to be legally bound, the OMNI CRA and Grantee have executed this Grant Agreement. ATTEST: By: Dwight Danie, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: By: Calvin Ellis Risk Management Director • ATTEST: By: Dwight Danie, Clerk of the Board 7 CITY OF MIAMI, a municipal corporation of the State of Florida Johnny Martinez, P.E., City anager APPROVED AS TO FORM CORRECTNESS: • Bv: Julie O. Bru City Attorney OMNI RED ELOPMENT DISTRICT COMMUN Y REDEVELOPMENT • AGENCY, of the City of Miami, a public agency d body corporate created pursuant to Sect' on 163.356, Florida Statutes By. Pieter Bockweg, Executive Director APPROVED AS TO FORM AND CORRECTNESS: By: Julie O. Bru OMNI CRA General Counsel EXHIBIT "A" Debt Service Payment Schedule [this document begins on the following page) 8