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Home My WebLink AboutSEOPW CRA 2017-01-30 Agenda PacketCity of Miami 819NW2ndAve 3rd Floor Miami, FL 33136 http://miamicra.com Meeting Agenda Monday, January 30, 2017 5:00 PM Underneath the 1-395 Overpass Between N.W. 13th and 14th Street Miami, FL 33136 SEOPW Community Redevelopment Agency Keon Hardemon, Chair Wifredo Gort, Vice Chair Ken Russell, Board Member, District Two Frank Carollo, Board Member, District Three Francis Suarez, Board Member, District Four xx****************WWWWWWW SEOPW CRA OFFICE ADDRESS: 819 NW 2ND AVE, 3RO FLOOR MIAMI FL 33136 Phone: (305) 679-6800, Fax (305) 679-6835 www.miamicra.com Southeast Overtown/Park West CRA Meeting Agenda January 30, 2017 ROLL CALL APPROVING THE MINUTES OF THE FOLLOWING MEETINGS 1. PRESENTATIONS OCTOBER 31, 2016 1. CRA PRESENTATION 1708 PLEASE BE ADVISED THAT A PRESENTATION BY FDOT ON THE 1-395 RECONSTRUCTION PROJECT HAS BEEN PLACED ON THE AGENDA FOR THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY. File # 1708 -Backup 2. CRA PRESENTATION 1709 PLEASE BE ADVISED THAT A PRESENTATION OF THE 2016 AUDITED FINANCIAL STATEMENTS BY SKJT & G HAS BEEN PLACED ON THE AGENDA FOR THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY. PUBLIC COMMENTS CRA RESOLUTION City of Miami Page 2 Printed on 3/24/2017 Southeast Overtown/Park West CRA Meeting Agenda January 30, 2017 1. CRA RESOLUTION 1715 A RESOLUTION THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, WITH ATTACHMENTS, AUTHORIZING THE EXECUTION OF AN AMENDMENT TO THE MIAMI WORLDCENTER ECONOMIC INCENTIVE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, IN CONNECTION WITH THE DEVELOPMENT OF THE MIAMI WORLDCENTER MIXED -USE PROJECT. File # 1715- Exhibit 2. CRA RESOLUTION 1705 A RESOLUTION THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CRA AND HORSEPOWER ELECTRIC, INC. TO PROVIDE STREETLIGHT MAINTENANCE SERVICES ON CRA MAINTAINED STREETLIGHTS FOR A ONE (1) YEAR PERIOD WITH THE OPTION FOR FOUR (4) ADDITIONAL ONE (1) YEAR PERIODS, IN AN AMOUNT NOT TO EXCEED $14,227.20 PER YEAR; FUNDS ALLOCATED FROM SEOPW, "OTHER CONTRACTUAL SERVICES," ACCOUNT CODE NO. 10050.920101.534000.0000.00000. File # 1705 - Backup 3. CRA RESOLUTION 1706 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT, IN AN AMOUNT NOT TO EXCEED $120,000, TO NEW WASHINGTON HEIGHTS COMMUNITY DEVELOPMENT CONFERENCE, INC. ("NEW WASHINGTON HEIGHTS") TO UNDERWRITE COSTS ASSOCIATED WITH THE CONTINUED OPERATION OF "FOLKLIFE FRIDAYS", A MONTHLY OPEN- AIR MARKET TO BE HELD ON THE 9TH STREET PEDESTRIAN MALL DURING THE 2017 CALENDAR YEAR; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; FUNDS TO BE ALLOCATED FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. File # 1706 - Backup City of Miami Page 3 Printed on 3/24/2017 Southeast Overtown/Park West CRA Meeting Agenda January 30, 2017 4. CRA RESOLUTION 1714 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING A GRANT, IN AN AMOUNT NOT TO EXCEED $750,000 TO THE CITY OF MIAMI TO UNDERWRITE COSTS ASSOCIATED WITH ENHANCED POLICING SERVICES WITHIN THE REDEVELOPMENT AREA; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; ALLOCATING FUNDS FROM SEOPW, "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. File # 1714 -Backup ADJOURNMENT City of Miami Page 4 Printed on 3/24/2017 3.1 SEOPW Board of Commissioners Meeting January 30, 2017 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: January 24, 2017 File: 1708 From: Clarence E. Woods, Cat-) Executive Director Subject: Presentation by FDOT on the 1-395 Reconstruction Project. File # 1708 -BackupEnclosures: Please be advised that a presentation by FDOT on the 1-395 Reconstruction Project has been placed on the agenda for the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency. Packet Pg. 5 FDOT, INTERSTATE SAFE. CONVENIENT. RELIABLE. RECONSTRUCTION 1-395 Reconstruction Project MDX SR 836 Improvements 1-95 Concrete Pavement Reconstruction SR 836 Westbound Connector Financial Project No.: 251688-1-52-01, 423126-1-52-01, 423126-2-52-01, 429300-2-52 Cit of Miami, Miami -Dade Count PROJECT CHARACTERISTICS The project begins on SR 836 at NW 17 Avenue and continues through the Midtown Interchange (I- 95/State Road 836/1-395) along 1-395 to the MacArthur Causeway Bridge for approximately 3 miles in the east - west direction. 1-395 is an Interstate Principal Arterial and a major east -west connector for the beaches and port; SR 836 is a Principal Urban Arterial that is also a major east -west connection to the Midtown Interchange. The project limits also include 1-95 from NW 8 Street to NW 29 Street. SR 9A/I-95 is an Urban Interstate Principal Arterial and major north -south connector to downtown Miami. There are both dense urban and residential areas within the project limits. The project will address roadway safety, corridor capacity, a variety of design issues, aesthetics, and provide a Signature Bridge design over Biscayne Boulevard. 1-395 RECONSTRUCTION PROJECT The 1-395 portion of the project involves the rebuilding of the 1-395 corridor from the I-95/Midtown Interchange to the MacArthur Causeway. Project improvements include • Increasing capacity • Improving safety by alleviating existing operation and geometric deficiencies • Building new elevated ramps: one eastbound and one westbound, that will provide a direct link between 1-95 and 1-395 • Building a Signature Bridge over Biscayne Boulevard • Building vertically higher structures that will improve the visual quality of the bridge and streetscape • Improving the area underneath the expressway by providing pathways and common activity areas. • Design/Build/Finance SR 836 I-395 : Presentation by FDOT on the 1-395 Reconstruction Project.) Attachment: File # 1708 -Backup (1708 For More Information: www.I-395miami.co Packet Pg. 6 FDOT� INTERSTATE RECONSTRUCTION 1-95 CONCRETE PAVEMENT RECONSTRUCTION The 1-95 portion of the project includes 1-95 from NW 8 St to NW 29 St. The project improvements include: • Removal and replacement of the existing mainline 1-95 concrete pavement • Bridge railing retrofit • Guardrail upgrade MDX SR 836 IMPROVEMENTS SAFE. CONVENIENT. RELIABLE. [ (5R) 5R 9A/ I-95 , it (NB) 5R 9A/ I-95 The MDX 836 Improvements Project limits are NW 17 Avenue Interchange to the Midtown Interchange. Project improvements include: • Adds capacity to SR 836 mainline by adding a lane in each direction improving mobility and safety • Provides a new elevated eastbound ramp from NW 12 Avenue for traffic destined to northbound and southbound 1-95 and eastbound 1-395 separating these movements from the SR 836 mainline to the same destinations • Provides a new elevated ramp from southbound 1-95 to westbound SR 836 with an additional exit at NW North River Drive which eliminates the traffic operational conflicts between the westbound SR 836 exit to NW 12 Avenue and the 1-95 southbound entrance to westbound SR 836 SR 836 WESTBOUND CONNECTOR The SR 836 WB Connector project includes the construction of a 9A/I-95 southbound ramp to westbound SR 836. PROJECT SCHEDULE AND COST Project Segment 1-395 Reconstruction MDX SR 836 Improvements 1-95 Pavement Reconstruction WB Connector Planned Construction Schedule Estimated Construction Cost Begin Construction 2017 Estimated Construction time 5 years $600M $186M $26M $35M For More Information: www.I-395miami.corr Packet Pg. 7 3.2 SEOPW Board of Commissioners Meeting January 30, 2017 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: January 24, 2017 File: 1709 From: Clarence E. Woods, (i.) Executive Director Subject: Presentation by SKJT & G — 2016 Audited Financial Statements. Enclosures: Please be advised that a presentation of the 2016 Audited Financial Statements by SKJT & G has been placed on the agenda for the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency. Packet Pg. 8 5.1 SEOPW Board of Commissioners Meeting January 30, 2017 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: January 24, 2017 File: 1715 From: Clarence E. Woods, (1-) Executive Director Subject: Resolution Amending Miami WorldCenter Economic Incentive Agreement Enclosures: File # 1715- Exhibit BACKGROUND: The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") authorizes the execution of an amendment to the Miami WorldCenter Economic Incentive Agreement in substantially the attached form. On December 29, 2014, the Board of Commissioners, by Resolution No. CRA-R-14-0078, authorized the execution of an economic incentive agreement in connection with the development of Miami WorldCenter mixed -use project, a phased $1.7 billion dollar mixed -use development which is anticipated to include commercial retail space, apartments units, condominium units, and parking. The Economic Incentive Agreement was executed on March 2, 2015 and provided for the payment to the project developers of 57% of the tax increment revenues (excluding the land value) generated from the project actually received by the CRA from the City of Miami and Miami -Dade County which amount shall increase during the time period from the completion of the first building through the calendar year 2022 to the lesser of 75% of the tax increment revenues generated from the project (excluding land values) or $6,889,074.00 with project developers being required to utilize the funds for public infrastructure improvements, such as parking and other permitted uses allowed pursuant to Chapter 163, Phase III, Florida Statutes. As an inducement to the CRA's grant of financial assistance, project developers agreed to develop reliable resources for community outreach to provide new job opportunities during both construction and operations phases of the project. Since the agreement was executed, there have been several changes to the overall project which require an amendment to the Economic Incentive Agreement. These changes include but are not limited to, a change in the size of the retail component of the project and a change in project ownership. It is recommended that the Board of Commissioners approve this Resolution. JUSTIFICATION: The Miami WorldCenter Mix -Use project should be a lynch pin for the redevelopment in the Park West area of the Redevelopment Area. Providing the project developers with a portion of the tax increment revenues generated by the project, to be utilized for public infrastructure improvements and other uses Packet Pg. 9 5.1 permitted under Chapter 163 Part 3, Florida Statutes, will assist the project developers in the implementation of this project which will create needed job opportunity and promote an environment which will foster other development in the Park West Area. Page 2 of 5 Packet Pg. 10 5.1 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: January 30, 2017 CRA Section: Brief description of CRA Agenda Item: Miami World Center Economic Incentive Agreement Project Number (if applicable): YES, there are sufficient funds in Line Item: Account Code: Amount: NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: N/A Approved by: f� r Ciarek �. Joods, xecutive Director 1/24/2017 Approval: lk ,` Miguel A ValbntirFifiarice Officer 1/24/2017 Page 3 of 5 Packet Pg. 11 5.1 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 1715 Final Action Date: A RESOLUTION THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, WITH ATTACHMENTS, AUTHORIZING THE EXECUTION OF AN AMENDMENT TO THE MIAMI WORLDCENTER ECONOMIC INCENTIVE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, IN CONNECTION WITH THE DEVELOPMENT OF THE MIAMI WORLDCENTER MIXED -USE PROJECT. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Redevelopment Plan ("Plan"); and WHEREAS, Section 2, Goal 4, at page 11, of the Plan lists the "creati[on of] jobs within the community", as a stated redevelopment goal; and WHEREAS, Section 2, Goal 6, at page 11, of the Plan lists "improving quality of life for residents", as a stated redevelopment goal; and WHEREAS, Section 2, Principle 4, at page 14, of the Plan further provides that employment opportunities be made available to existing residents ..."; and WHEREAS, on December 29, 2014, the Board of Commissioners, by Resolution No. CRA-R-14-0078, authorized the execution of an economic incentive agreement in connection with the development of Miami WorldCenter mixed -use project, a phased $1.7 billion dollar mixed -use development which is anticipated to include commercial retail space, apartments units, condominium units, and parking; and WHEREAS, the Economic Incentive Agreement was executed on March 2, 2015 and provided for the payment to the project developers of 57% of the tax increment revenues (excluding the land value) generated from the project actually received by the CRA from the City of Miami and Miami -Dade County which amount shall increase during the time period from the completion of the first building through the calendar year 2022 to the lesser of 75% of the tax increment revenues generated from the project (excluding land values) or $6,889,074.00 with project developers being required to utilize the funds for public infrastructure improvements, such as parking and other permitted uses allowed pursuant to Chapter 163, Phase III, Florida Statutes; and WHEREAS, as an inducement to the CRA's grant of financial assistance, project developers agreed to develop reliable resources for community outreach to provide new job opportunities during both construction and operations phases of the project; and Page 4 of 5 Packet Pg. 12 5.1 WHEREAS, since the agreement was executed, there have been several changes to the overall project which require an amendment to the Economic Incentive Agreement. These changes include but are not limited to, a change in the size of the retail component of the project and a change in project ownership; and WHEREAS, the Board of Commissioners wish to authorize the execution of an amendment to the Miami WorldCenter economic incentive agreement, in substantially the attached form; and WHEREAS, the Board of Commissioners finds authorization of this Resolution would further the aforementioned redevelopment goals and principle; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the execution of an amendment to the Miami WorldCenter economic incentive agreement, in substantially the attached form in connection with the development of Miami WorldCenter mixed -use project. Section 3. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Renee Jadusingh, Staff Co nsel 1/24/2017 Page 5 of 5 Packet Pg. 13 5.1.a Prepared By: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3300 Miami, FL 33131 AMENDED AND RESTATED MIAMI WORLDCENTER ECONOMIC INCENTIVE AGREEMENT THIS AMENDED AND RESTATED MIAMI WORLDCENTER ECONOMIC INCENTIVE AGREEMENT (the "Agreement") is made as of this _ day of 2017, by and between MIAMI FIRST, LLC, a Delaware limited liability company, MIAMI THIRD, LLC, a Delaware limited liability company, MIAMI FOURTH, LLC, a Florida limited liability company, MIAMI A/I, LLC, a Delaware limited liability company, Miami SPE, LLC, a Florida limited liability company, BLOCK G PHASE 1 LLC, a Florida limited liability company and BLOCK G PHASE 2 LLC, a Delaware limited liability company and TOWER 2, LLC, a Delaware limited liability company (collectively, the "Landowners"), and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"), and with the joinder of MIAMI WORLDCENTER HOLDINGS, LLC, a Delaware limited liability company ("MWC Holdings"), as Incentive Payment Administrator under Section 4.2.3 hereof . RECITALS: A. The CRA and MIAMI FIRST, LLC, a Delaware limited liability company, MIAMI SECOND, LLC, a Delaware limited liability company, MIAMI THIRD, LLC, a Delaware limited liability company, MIAMI FOURTH, LLC, a Florida limited liability company, MIAMI A/I, LLC, a Delaware limited liability company (collectively, the "Original Master Developer"), and FORBES MIAMI NE 1ST AVENUE LLC, a Michigan limited liability company ( the "Retail Developer"), entered into the Miami WorldCenter Economic Incentive Agreement dated as of March 2, 2015 which was recorded March 16, 2015, in Official Records Book 29539, at Page 1182 of the Public Records of Miami -Dade County Florida (the "Original Agreement"). B. By Special Warranty Deed dated as of January 28, 2016 and recorded Manuary 29, 2016 in Official Records Book 29942, at Page 2173, of the Public Records of Miami -Dade County Florida, MIAMI A/I, LLC, a Delaware limited liability company ("Miami A/I"), acquired the Retail Property from the Retail Developer, thereby consolidating the entirety of the Property that is the subject of the Original Agreement into the Original Master Developer. C. After the acquisition of the Retail Property by Miami A/I, Original Master Developer, as consolidated fee owner of the entirety of the Property, assigned all rights under the Original Agreement with respect to the Incentive Payment (as defined in the Original Agreement), to MWC Holdings by that certain Assignment of Incentive Payment dated effective February 1, 2016. Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) Packet Pg. 14 5.1a D. After the acquisition of the Retail Property by Miami A/I, Original Master Developer also effected various direct and indirect conveyances of the Property such that, as of the date hereof, Landowners are now the owners in fee simple of the entirety of all of the Property under the Original Agreement. E. As a result of changes to the Project, as defined in the Original Agreement, the Landowners, with the joinder of MWC Holdings, and the CRA desire to amend and restate the Original Agreement in its entirety as hereinafter provided. NOW THEREFORE, in consideration of the foregoing and of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landowners and the CRA hereby agree as follows: 1. RECITALS. The Recitals to this Agreement are incorporated herein by reference and made a part hereof 2. DEFINITIONS. The following terms used in this Agreement shall have the following meanings: 2.1 "Anticipated Development Value" shall have the meaning ascribed to said term in Section 4.1. 2.2 "Base Year" shall mean the calendar year preceding the calendar year in which the tax rolls for the County with respect to any Folio Number with respect to a portion of the Property on which an Improvement has been constructed reflecting an increase in the assessed value of that portion of the Property as a result of the Substantial Completion of such Improvement. For avoidance of any doubt, each Improvement constructed after March 3, 2015, shall have a separate Base Year. 2.3 "Bond Obligations" has the meaning ascribed to such term in Section 5.1. 2.4 "Children's Trust" means that certain independent special district authorized pursuant to Section 1.01.A.11 of the County Home Rule Charter and Section 125.901, Fla. Statutes, for the purpose of providing funding for children's services throughout the County. 2.5 "City" means the City of Miami, a municipal corporation of the State of Florida. 2.6 "City Approval" means the approval by the City Commission of the City of the CRA Budget for the applicable year, which CRA Budget includes the applicable Incentive Payment. 2.7 "CBE-A/E" has the meaning ascribed to such term in Section 3.1.3 and Section 10-33.02 of the County Code of Ordinances, as amended. 2.8 "CBE-A/E Noncompliance Funds" has the meaning ascribed to such term in Section 3.1.3(iv). Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 2 Packet Pg. 15 5.1.a 2.9 "CBE-A/E Participation Requirement" has the meaning ascribed to such term in Section 3.1.3(i). 2.10 "Consumer Price Index" means the Consumer Price Index published by the Bureau of Labor Statistics of the United States Department of Labor as the Consumer Price Index for All Items, Miami -Ft. Lauderdale, Florida, Base Year 1982-1984=100, or its equivalent. 2.11 "Contractors" means the General Contractor and all Subcontractors engaged to construct all or any portion of an Improvement. 2.12 "County" means Miami -Dade County, a political subdivision of the State of Florida. 2.13 "County Approval" means the approval by the Board of County Commissioners of the County of the CRA Budget for the applicable year which includes the applicable Incentive Payment is a part. 2.14 "County Labor Participation Requirement" has the meaning ascribed to such term in Section 3.1.1.2(i). 2.15 "County Labor Non -Compliance Fund" has the meaning ascribed to such terms in Section 3.1.1.10. 2.16 "County Targeted Zip Codes" has the meaning ascribed to such term in Section 3.1.1.2.(i)(e). 2.17 "CPI Percentage Increase" has the meaning ascribed to such term in Section 3.1.1.5.i. 2.18 "CRA" shall have the meaning ascribed to the term in the introductory paragraph. 2.19 "CRA Approval" means the approval by the CRA Board of the annual CRA Budget which includes a line item for the Incentive Payment for the applicable year. 2.20 "CRA Board" means the board of commissioners of the CRA. 2.21 "CRA Budget" means the annual budget for the operation of the CRA approved by the CRA Board, subject to City Approval and County Approval. 2.22 "CRA Targeted Zip Codes" has the meaning ascribed to such term in Section 3.1.1.2(i)(c). 2.23 "Effective Date" means the date of execution and delivery of this Agreement by all parties hereto. Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 3 Packet Pg. 16 5.1a 2.24 "Electrical Workers" refers to the trade classifications as such term is used in Section 2-11.16 of the County Code and the Supplemental General Conditions Wage & Benefits Schedule, Construction Type: Building, as the same may be amended from time to time. 2.25 "Erroneous Hourly Wage Payment" has the meaning ascribed to such term in Section 3.1.1.13. 2.26 "Erroneous Responsible Wage Payment" has the meaning ascribed to such term in Section 3.1.1.14. 2.27 "Executive Director" means the executive director of the CRA. 2.28 "Existing Improvement Renovation" means renovations to the buildings and improvements described on Exhibit "H" attached hereto. 2.29 "Extension Interlocal Agreement" means that Interlocal Agreement between the City, the County and the CRA with respect to the extension of the life of the CRA through March 31, 2042. 2.30 "First Source Hiring Agreement (Hotel/Retail/Office)" has the meaning ascribed to said term in Section 3.1.4. 2.31 "General Contractor" means the general contractor engaged for any Improvement to the Property. 2.32 "Global Agreement" means that certain Interlocal Agreement between the City, the County, the CRA and the Omni Community Development Agency dated as of December 31, 2007. 2.33 "Grant Obligations" shall have the meaning ascribed to such term in Section 5.1. 2.34 "Improvement" means any building or other improvement developed on the Property subsequent to March 3, 2015, excluding the Public Infrastructure Improvements specifically listed on Exhibit D, Tenant Improvements, and Existing Improvement Renovations. 2.35 "Incentive Payment" shall have the meaning ascribed to such term in Section 4.2.1. 2.36 "Incentive Payment Administrator" shall have the meaning ascribed to such term in Section 4.2.3. 2.37 "Incremental TIF" shall mean, for each tax year, the tax increment revenues, if any, actually received by the CRA from the County and City with respect only to Improvements Substantially Completed (as such term is defined hereinafter) on the Property after the March 3, 2015 after deduction for any (i) allocable administrative charges imposed by the County and the City (but not administrative costs associated with the operation of the CRA), (ii) all allocable charges and/or payments to or for the benefit of the Children's Trust, (iii) other Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 4 Packet Pg. 17 5.1.a adjustments to the assessed value of the Improvements made by the City and/or County as a result of challenges or tax contests with respect to the assessed value of any of the Improvements, (iv) any payments that the CRA is required to make to the City and the County under the terms of the Global Agreement, if any, and (v) reductions in tax increment revenues to the CRA as a result of (a) dedications made subsequent to the March 3, 2015 resulting in any reduction in the tax increment revenues paid to the CRA with respect to the portion of the Property so dedicated and (b) demolition of any improvements located on the Property as of the March 3, 2015. For avoidance of any doubt, Incremental TIF specifically does not include any incremental revenues associated with the land comprising the Property or improvements on the Property located on the Property as of March 3, 2015. If the Tax Assessor discontinues having a separate breakdown between the assessed value of the land and the assessed value of the improvements, the assessed value of the land shall be deemed to be either (i) the assessed value of the land as of the Base Year if the Tax Assessor is no longer making a separate breakdown of the assessed value of the land and the assessed value of the improvements as of the Base Year; or (ii) if the change occurs after the Base Year the last year where the Tax Assessor has made a separate breakdown of the assessed value of the land after the Base Year and in either event such assessed value of the land shall be deemed to increase three and a half percent (3.5%) per annum for each year thereafter, compounded annually. 2.38 "Labor Participation Requirement" has the meaning ascribed to said term in Section 3.1.1.1(i). 2.39 "Labor Non -Compliance Funds" shall have the meaning ascribed to such term in Section 3.1.1.9. 2.40 "Landowner(s)" shall have the meaning ascribed to such term in the introductory paragraph. 2.41 "Master Developer" shall mean MWC Holdings, as Incentive Payment Administrator hereunder, and those of the Landowners that are subsidiaries of MWC Holdings and being MIAMI FIRST, LLC, a Delaware limited liability company, MIAMI THIRD, LLC, a Delaware limited liability company, MIAMI FOURTH, LLC, a Florida limited liability company, MIAMI A/I, LLC, a Delaware limited liability company, Miami SPE, LLC, a Florida limited liability company, 2.42 "Miami WorldCenter District" means the Miami Worldcenter Community Development District, an independent special district authorized pursuant to Chapter 190, Fla. Statutes, and constituted for the purpose of financing, constructing, and maintaining (in whole or in part) the Public Infrastructure Improvements within the Miami Worldcenter District. 2.43 "Minimum Hourly Wage Rate Penalty" shall have the meaning ascribed to such in Section 3.1.1.13. 2.44 "Minimum Hourly Wage Rates" shall have the meaning ascribed to such in Section 3.1.1.5(i). 3.1.1.13. 2.45 "Monetary Award" shall have the meaning ascribed to such in Section Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 5 Packet Pg. 18 5.1a 2.46 "Participation Reports" shall have the meaning ascribed to such term in Section 3.1.1.7. 2.47 "Phase" means either Phase I or Phase II, as applicable. 2.48 "Phase I" means the Phase I Retail, the Tract A Condominium, the Tract A Apartments, the Tract A Commercial, the Tract A Garages, the Tract A Mixed -Use Building, the Block G Apartments - Phase I and the Block G Apartments — Phase II, as more particularly described on Exhibit `B" attached to and made a part of this Agreement, and any other Improvement(s) which may be constructed on that portion of the Property shown on Exhibit `B" as constituting a portion of Phase I. 2.49 "Phase II" means the Phase II — Block A, Phase II — Block B, and Phase II — Block E as more particularly described on Exhibit `B" and any other Improvement that may be constructed on that portion of the Property shown on Exhibit `B" constituting a portion of Phase II. 2.50 "Phase I Completion" means the Substantial Completion of all the Improvements identified as being included in Phase I as identified on Exhibit `B" and all of Phase I being included on the tax rolls as a result of the Substantial Completion of all of the Improvements identified as being included in Phase I. For avoidance of any doubt, any additional Improvements included in Phase I but not described on Exhibit "B" shall not be considered for the purpose of this definition. 2.51 "Principal Place of Business" means the location of the primary office or central office of a Subcontractor. If the Subcontractor has only one business location, such business location shall be its Principal Place of Business. Confirmation of the Subcontractor's Principal Place of Business may be evidenced by a valid business tax receipt issued by Miami - Dade County. 2.52 "Project" means the Improvements constituting Phase I and Phase II as more particularly described on Exhibit "B" and any additional Improvements that may be constructed on the Property. 2.53 "Property" means all of the certain real property located in the Redevelopment Area which is more particularly described on Exhibit "A" attached hereto and made a part hereof, all of which is located within the Redevelopment Area. 2.54 "Public Infrastructure Improvements" means the utility improvements, public vehicular and pedestrian right-of-way improvements, public parks and other similar types of improvements, to be installed for the benefit of the Project and/or the Miami WorldCenter District (in whole or in part), which are identified on Exhibit "D". For avoidance of any doubt, the Public Infrastructure Improvements specific do not include any parking garages. 2.55 "Redevelopment Area" has the meaning the Southeast Overtown Park West Redevelopment Area. Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 6 Packet Pg. 19 5.1.a 2.56 "Resident" shall mean a natural person that has established a legal residence within a Target Area not less than six (6) months prior to said individuals receipt of such identification issued by the General Contractor for the applicable Improvement necessary to access the applicable Property during the erection of the applicable Improvement. A Resident's "legal residence" shall be evidenced by (i) government issued, picture ID (i.e. driver's license, U.S. Passport, etc.) and (ii) any of the following documents: (a) a deed, monthly mortgage statement, mortgage payment booklet, or residential rental/lease agreement; (b) Florida voter registration card; (c) Florida vehicle registration, (d) a sworn affidavit from a head of household attesting to said individual's residence within the such household located within a Target Area; (e) a utility bill confirming the address not more than sixty (60) days old; or (f) such other document evidencing such natural person's legal residence deemed equivalent to the foregoing in the sole discretion of the Executive Director. 2.57 "Responsible Wage" has the meaning ascribed to such term in Section 3.1.1.6(i). 2.58 "Responsible Wage Rate Penalty" has the meaning ascribed to such term in Section 3.1.1.14. 2.59 Section 3.1.3 of this amended. "SBE-Construction Services" has the meaning ascribed to such term in Agreement and Section 10-33.02 of the County Code of Ordinances, as 2.60 "SBE-Construction Services Non -Compliance Funds" has the meaning ascribed to such term in Section 3.1.3(v). 2.61 "SBE-Construction Services Participation Requirements" has the meaning ascribed to such term Section 3.1.3. in Section 3.1.3(ii). 2.62 "SBE-Goods and Services" has the meaning ascribed to such term in 2.63 "SBE-Goods and Services Non -Compliance Funds" has the meaning ascribed to such term in Section 3.1.3(vi). 2.64 "SBE-Goods and Services Participation Requirement" has the meaning ascribed to such term in Section 3.1.3(iii). 2.65 "Skilled Labor Participation Requirement" has the meaning ascribed to said term in Section 3.1.1.3(i). 2.66 "Skilled Labor Non -Compliance Funds" shall have the meaning ascribed to said term in Section 3.1.1.11. 2.67 "Small Business Enterprise" has the meaning ascribed to such teiiu in Section 3.1.3 of this Agreement. Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 7 Packet Pg. 20 5.1.a 2.68 "SMSDC" has the meaning ascribed to such term in Section 3.1.1.1 of this Agreement. 2.69 "Subcontractor" means a contractor engaged by a General Contractor or any other subcontractor. 2.70 "Subcontractor Non -Compliance Funds" shall have the meaning ascribed to said term in Section 3.1.1.8. 2.71 "Subcontractor Participation Requirement" has the meaning ascribed to said team in Section 3.1.1.4(i). 2.72 "Substantially Completed" or "Substantial Completion," or words of like import, means with respect to such Improvement that a temporary or permanent certificate of occupancy, or its equivalent, has been issued by the City for such Improvement to enable its intended use and such Improvement is included on the tax rolls. For the avoidance of any doubt should such Improvement consist of a condominium, Substantial Completion of such condominium Improvement shall mean that temporary or permanent certificates of occupancy, or their equivalent has been issued by the City for not less than eighty percent (80%) of the units comprising such condominium Improvement and not less than 80% of the units comprising the condominium are included on the tax rolls. 2.73 "Target Area" means the areas of the County identified in Section 3.1.1.3(i) (a through f),in Section 3.1.1.4(i) (a through f) and in Section 3.1.1.5(i)(a through f). 2.74 "Tenant Improvements" means the build -out of the tenant improvements with respect to retail space or office space on behalf of a tenant for any retail or office portion of the Project. 2.75 "Term" shall mean the period commencing on the March 3, 2015 and terminating upon the expiration of the life of the CRA, which currently is set expire on March 31, 2030, as the same may be extended pursuant to the Extension Interlocal Agreement or otherwise with the approval of the City and the County in accordance with all applicable laws. 2.76 "TIF Agreement" has the meaning ascribed to said term in Section 5.3. 3. PUBLIC BENEFIT COMMITMENTS. 3.1 Development Commitments. As an inducement to the CRA to provide the Incentive Payment to the Incentive Payment Administrator for the benefit of the Project pursuant to this Agreement, and in the interest of furthering the goals of the CRA, Landowners make the following commitments with respect to each Improvement constructed on the Property for the public benefit during the Term of this Agreement: 3.1.1 Job Creation During Construction. With regard to sourcing candidates for employment opportunities resulting from the construction of each Improvement on a portion of the Property: Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 8 Packet Pg. 21 5.1.a 3.1.1.1 Coordination with Local Agencies With the Respect to Each Improvement. With respect to each Improvement, to cause the General Contractor and all major Subcontractors working on the Improvement to consult and coordinate with the City's CareerSource South Florida center, located at Lindsey Hopkins Technical Center at 750 NW 20th Street, 4th Floor, the Contractor's Resource Center, South Florida Minority Supplier Development Council ("SMSDC"), Miami -Dade Chamber of Commerce, State of Florida economic development entities, or other similar entities recommended by the Executive Director regarding job training and job placement services to City residents seeking to maximize employment opportunities at the Improvement for individuals living in the Target Area and companies whose Principal Place of Business is within the Target Area. Such services shall include, but are not limited to, the sourcing of job opportunities at the Improvement. Landowners shall require their General Contractor and all major Subcontractors to conduct not less than one (1) job fair within ninety (90) days of the filing of a notice of commencement for each Improvement. 3.1.1.2 Local Workforce Participation with Respect to Each Improvement. With respect to each Improvement, Landowners shall require Contractors performing work in connection with the Improvement to employ a minimum of twenty-five percent (25%) of on -site labor from persons who are Residents of the Target Area (the "Labor Participation Requirement"). 3.1.1.3 Unskilled Construction Workforce Participation with Respect to Each Improvement. i. With respect to each Improvement, Landowners shall require Contractors performing work in connection with each such Improvement to employ not less than thirty percent (30%) of the unskilled laborers utilized by the Contractors (measured in terms of total number of man hours worked by new and existing unskilled laborers who are Residents of the Target Area and total number of man hours worked by new and existing unskilled laborers) with respect to such Improvement to be performed by existing and newly hired unskilled workers who are Residents of the Target Area (the "County Labor Participation Requirement") with the following hiring priority for new hires: a. first, to City residents living within the Redevelopment Area, as more particularly shown on the sketch attached as Exhibit "E-1 ", which encompasses part of zip code 33136; b. second, to City residents living within the boundaries of the Overtown community, as shown on the sketch in Exhibit "E-2", which community encompasses part of zip code 33136; c. third, to City residents within zip codes 33127, 33128, 33130, 33136, 33142, 33125, 33135, 33150 and the West Coconut Grove (the "CRA Targeted Zip Codes") which include the five (5) highest poverty rated zip codes located in the City; Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 9 Packet Pg. 22 5.1.a d. fourth, to City residents residing outside the CRA Targeted Zip Codes; e. fifth, to County residents of zip codes 33010, 33030, 33034, 33054, and 33161 (the "County Targeted Zip Codes") which are the five (5) highest poverty rated zip codes located in the County; and f. sixth, to residents in the County residing outside of the County Targeted Zip Codes. With respect to each Improvement, Landowners shall require Contractors to maximize the unskilled labor performed by Residents of the Target Area in keeping with the hiring priorities outlined above; provided, however, the targeted hiring priorities shall not be deemed or construed to require Contractors to hire employees who do not comply with OSHA requirements, drug testing requirements and insurance company requirements; however, unskilled laborers with non-violent felony criminal records shall not be denied employment solely based upon their criminal record. 3.1.1.4 Skilled Construction Workforce Participation with Respect to Each Improvement. i. With respect to each Improvement, each Landowner shall require Contractors performing work in connection with such Improvement to employ not less than ten percent (10%) of the skilled laborers utilized by the Contractors (measured on terms of total number of skilled man hours worked by new and existing skilled laborers who are Residents of the Target Area and total number of skilled man hours worked by new and existing skilled laborers) with respect to such Improvement to be performed by new and existing skilled workers who are Residents of the Target Area (the "Skilled Labor Participation Requirement") with the following hiring priority for new hires: a. first, to City residents living within the Redevelopment Area, as more particularly shown on the sketch attached as Exhibit "E-1 ", which encompasses part of zip code 33136; b. second, to City residents living within the boundaries of the Overtown community, as shown on the sketch in Exhibit "E-2", which community encompasses part of zip code 33136; Zip Codes; CRA Targeted Zip Codes; Targeted Zip Codes; and c. third, to City residents within the CRA Targeted d. fourth, to City residents residing outside the e. fifth, to County residents of the County Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 10 Packet Pg. 23 5.1.a f. sixth, to residents in the County residing outside of the County Targeted Zip Codes. With respect to each Improvement, Landowners shall require Contractors to utilize good faith, diligent efforts to maximize the skilled labor performed by Residents of the Target Area in keeping with the hiring priorities outlined above; provided, however, the targeted hiring priorities shall not be deemed or construed to require Contractors to hire employees who do not comply with OSHA requirements, drug testing requirements and insurance company requirements; however, skilled laborers with non-violent felony criminal records shall not be denied employment solely based upon their criminal record. 3.1.1.5 Construction Subcontractor Participation with Respect to Each Improvement. i. With respect to each Improvement, Landowners shall require the General Contractor to have not less than twenty percent (20%) of the Subcontractors (the "Subcontractor Participation Requirement") for such Improvement (which 20% shall be calculated based upon the dollar amount paid to Subcontractors whose Principal Place of Business is located within the Target Area and the total paid amount to all Subcontractors for construction of such Improvement), utilizing companies that have their Principal Place of Business in the Target Area, in accordance with the following geographic hiring priorities: a. First, to Subcontractors located within the Redevelopment Area as shown on the sketch attached as Exhibit "E-1" which encompasses part of the zip code 33136; b. Second, to Subcontractors located within the boundaries of the Overtown community as shown on the sketch attached as Exhibit "E-2", which community encompasses part of zip code 33136; Targeted Zip Codes; outside of the CRA Targeted Zip Codes; Targeted Zip Codes; and c. Third, to Subcontractors located within the CRA d. Fourth, to Subcontractors located in the City but e. Fifth, to Subcontractors located in the County f. Sixth, to Subcontractors located in the County but outside the County Targeted Zip Codes. With respect to each Improvement, Landowners shall each require the General Contractor to have the work performed by Subcontractors based upon their Principal Place of Business in keeping with the geographic hiring priorities outlined above; provided however nothing contained herein shall require such General Contractor to hire a Subcontractor from within the Targeted Area that does not possess the stated skills and qualifications required by such General Contractor for the scope of employment. Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 11 Packet Pg. 24 5.1.a 3.1.1.6 Construction "Enhanced" Living Wage Rates with Respect to Each Improvement. i. With respect to each Improvement, Landowners shall require Contractors performing any work in connection with the construction of the applicable Improvement to pay a minimum hourly wage rate of $12.83 if health benefits are not provided to employees or $11.58 if health benefits are provided to employees (the "Minimum Hourly Wage Rates"). Commencing January 1, 2018, and continuing thereafter on January 1 of each succeeding calendar through the completion of the Project, the then applicable Minimum Hourly Wage Rates shall be increased by an amount equal to the product of the CPI Percentage Increase multiplied by the then applicable Minimum Hourly Wage Rates. For purposes of the foregoing, the "CPI Percentage Increase" shall equal the fraction (i) whose numerator equals the monthly Consumer Price Index published for the month of November immediately prior to the applicable calendar year (or the nearest reported previous month) and (ii) whose denominator is the Consumer Price Index published for the same month (or the nearest reported month) for the immediately prior calendar year. If the Consumer Price Index is discontinued with no successor index, the CRA shall select a commercially reasonable, comparable index. The CPI Percentage Increase set forth herein shall not result in a reduction of the respective Minimum Hourly Wage Rates. ii. Contractors shall require the same Minimum Hourly Wage Rates to be paid in all contracts and in all subcontracts entered into by such Contractors, which will require that each Contractor stipulate and agree that they will pay the same Minimum Hourly Wage Rates, subject to adjustment, as set forth in the subsection above. 3.1.1.7 Responsible Wage Rages — Electrical Journeyman. i. With respect to each Improvement, where a general contract for electrical work has been executed for the Improvement and physical construction has commenced and is continuing for such Improvement prior to the execution of the Extension Interlocal Agreement, Landowners shall require Contractors performing electrical work in connection to such Improvement to pay a minimum hourly wage rate and health benefits for Electrical Journeyman consistent with County's Responsible Wage Ordinance, as codified in Section 2-11.16 of the County Code and the Supplemental General Condition Wage & Benefits Schedule, Construction Type: Building (the "Responsible Wage"), as the same may be revised the County annually excluding pension benefits. For 2017, the Responsible Wage is $31.61 per hour plus $6.85 per hour for a health benefit for Journeymen Wiremen and $32.11 per hour plus $6.85 per hour for health benefits for Journeymen Cable Splicers and Welders. Contractors performing electrical work to be performed by Electrical Workers in connection with such Improvement may employ the services of Electrical Apprentices subject to the staffing, pay, and other requirements set forth in Section 2-11.16 of the County Code. Contractors with respect to each Improvement shall require the same Responsible Wage to be paid in all contracts and in all subcontracts for electrical services to be performed by Electrical Workers entered into by such Contractors which will require such Subcontractors hired to perform such work to be performed by Electrical Workers to stipulate and agree that they will pay the Responsible Wage. Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 12 Packet Pg. 25 5.1.a ii. With respect to each Improvement where a general contract is executed for the Improvement after the execution of the Extension Interlocal Agreement or where the general contract has been executed prior to the execution of the Extension Interlocal Agreement but construction has not commenced or has commenced but has not continuously proceeded (as evidenced by the maintenance of an active master building permit for such Improvement), Landowners shall require Contractors performing electrical work to be performed by Electrical Workers in connection to such Improvements to pay a minimum hourly wage rate, health benefits and pension benefits for Electrical Workers consistent with the Responsible Wage as the same may be revised the County annually. For 2017, the Responsible Wage rates for Electrical Workers are as follows: Trade/Work Level Classification Per Hour Wage Rate Per Hour Health Benefit Per Hour Pension Benefit Combined Dollar Value Electrical Workers Journeyman - Wireman $31.61 $6.85 $4.58 $43.04 Journeyman - Splicer $32.11 $6.85 $4.66 $43.62 Journeyman - Welder $32.11 $6.85 $4.66 $43.62 Foreman (2) $34.77 $6.85 $5.04 $46.66 General Foreman (22 or more Electricians) $37.93 $6.85 $5.50 $50.28 Contractors performing electrical work in connection with any Improvement may employ the services of Electrical Apprentices subject to the staffing, pay, and other requirements set forth in Section 2-11.16 of the County Code. For 2017, the Responsible Wage Rates for Electrical Apprentices are as follows: Level Classification Per Hour Wage Rate Per Hour Benefit Health Per Hour Benefit Pension Combined Value Dollar Apprentices 1st Year $15.41 $4.22 $2.23 $21.86 2"d Year $16.29 $4.22 $2.36 $22.87 3rd Year $18.04 $4.22 $2.62 $24.88 4th Year $19.78 $4.22 $2.87 $26.87 Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 13 Packet Pg. 26 5.1.a 5th Year $23.71 $4.22 $3.44 $31.37 For the avoidance of any doubt, after the Extension Interlocal Agreement is executed, all Contractors performing electrical work utilizing Electrical Workers with respect to the construction of any Improvement whose contract for such work was executed subsequent to the execution of the Extension Interlocal Agreement or whose contract is executed prior to the execution of the Extension Interlocal Agreement but work has not commenced or continuously proceeded (as evidenced by the maintenance of an active master building permit for such Improvement) shall be required to comply with the County's Responsible Wage Ordinance, as codified in Section 2-11.16 of the County Code and the Supplement General Condition Wage & Benefits Schedule, Construction Type: Building Construction with respect to wages and all benefits with respect to Electrical Workers. All Contractors performing electrical work utilizing Electrical Workers for any Improvement shall stipulate and agree that they will pay the Responsible Wage. 3.1.1.8 Report Requirements with respect to Each Improvement. With respect to each Improvement, Landowners shall be required to submit to the Executive Director, or his/her designee, (i) on a quarterly basis commencing thirty (30) days after the end of the first quarter after the commencement of construction of each Improvement until thirty (30) days following Substantial Completion of such Improvement, detailed reports evidencing compliance with the Subcontractor Participation Requirement during the prior quarter and (ii) on a monthly basis commencing thirty (30) days after the commencement of construction of each Improvement until thirty (30) days following Substantial Completion of each Improvement, detailed reports evidencing compliance with the Labor Participation Requirement, the County Labor Participation Requirement and the Skilled Labor Participation Requirement during the prior month ("Participation Reports"). The Participation Reports shall contain such information as the Executive Director may reasonably require to enable the Executive Director to determine whether Landowners are in compliance with the Subcontractor Participation Requirement, the Labor Participation Requirement, the County Labor Participation Requirement and the Skilled Labor Participation Requirement with respect to such Improvement. The Participation Reports must be certified as true and correct by the Landowners, as applicable. 3.1.1.9 Penalties for Non -Compliance with Subcontractor Participation Requirements with Respect to Each Improvement. With respect to each Improvement, to the extent Landowners fails to comply with the Subcontractor Participation Requirements, with respect to such Improvement, Landowners not in compliance with the Subcontractor Participation Requirement, shall pay to the CRA as a one-time penalty for such non-compliance (a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point below the Subcontractor Participation Requirement for the first three (3) percentage points below the Subcontractor Participation Requirement, (b) Twenty -Five Thousand and No/100 Dollars ($25,000.00) for each additional percentage point below the first three (3) percentage points below the Subcontractor Participation Requirement for up to three (3) additional percentage points and thereafter (c) Fifty Thousand and No/100 Dollars ($50,000.00) for each additional percentage point below six (6) percentage points below the Subcontractor Participation Requirement (collectively, the "Subcontractor Non -Compliance Funds") with respect to such Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 14 Packet Pg. 27 5- -a Improvement. The Subcontractor Non -Compliance Funds shall be calculated by the Executive Director after Substantial Completion of the applicable Improvement and shall be due and payable within thirty (30) days from the date of Landowners' receipt of written statement from the Executive Director stating the amount of Subcontractor Non -Compliance Funds due with respect to such Improvement. To the extent of any dispute between the Executive Director and Landowners with respect to the compliance with the Subcontractor Participation Requirements, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding on the parties. Any amount of the Subcontractor Non -Compliance Funds not paid when due shall bear interest at 12% per annum from the date due until paid. 3.1.1.10 Penalties for Non -Compliance with Labor Participation Requirements with Respect to Each Improvement. With respect to each Improvement, to the extent a Landowners, as applicable, fail to comply with the Labor Participation Requirement, with respect to such Improvement, such Landowners not in compliance with the Labor Participation Requirement shall pay to the CRA as a one-time penalty for such noncompliance of (a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point below the Labor Participation Requirement for the first four (4) percentage points below the Labor Participation Requirement, (b) Twenty -Five Thousand and No/100 Dollars ($25,000.00) for each additional percentage point below the first four (4) percentage points below the Labor Participation Requirement for up to four (4) percentage points and thereafter (c) Fifty Thousand and No/100 Dollars ($50,000.00) per each additional percentage point below the eight (8) percentage points below the Labor Participation Requirement (collectively, the "Labor Non -Compliance Funds") with respect to such Improvement. The Labor Non -Compliance Funds shall be calculated by the Executive Director after Substantial Completion of such Improvement and shall be due within thirty (30) days from Landowners' receipt of written statement from the Executive Director stating the amount of Labor Non -Compliance Funds due with respect to such Improvement. To the extent of any dispute between the Executive Director and Landowners with respect to the compliance with the Labor Participation Requirement, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding upon the parties. Any amount of the Labor Non -Compliance Funds not paid when due shall bear interest at 12% per annum from the date due until paid. 3.1.1.11 Penalties for Non -Compliance with County Labor Participation Requirements with Respect to Each Improvement. With respect to each Improvement, to the extent Landowners fail to comply with the County Labor Participation Requirement, with respect to such Improvement, Landowners in non-compliance with the County Labor Participation Requirement shall pay to the CRA as a one-time penalty for such noncompliance of (a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point below the County Labor Participation Requirement for the first five (5) percentage points below the County Labor Participation Requirement, (b) Twenty -Five Thousand and No/100 Dollars ($25,000.00) for each additional percentage point below the first five (5) percentage points below the County Labor Participation Requirement for up to five (5) percentage points and thereafter, (c) Fifty Thousand and No/100 Dollars ($50,000.00) per each additional percentage point below the ten (10) percentage points below the County Labor Participation Requirement (collectively, the "County Labor Non -Compliance Funds") with respect to such Improvement. The County Labor Non -Compliance Funds shall be calculated by the Executive Directors after Substantial Completion of such Improvement and shall be due within thirty (30) days from Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 15 Packet Pg. 28 5.1a Landowner's receipt of written statement from the Executive Director stating the amount of County Labor Non -Compliance Funds due. To the extent of any dispute between the Executive Director and Landowners with respect to the compliance with the County Labor Participation Requirement with respect to such Improvement, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding upon the parties. Any amount of the County Labor Non -Compliance Funds not paid when due shall bear interest at 12% per annum from the date due until paid. 3.1.1.12 Penalties for Non Compliance with Skilled Laborer Participation Requirements with Respect to Each Improvement. With respect to each Improvement, to the extent Landowners fail to comply with the applicable Skilled Labor Participation Requirement, with respect to such Improvement, Landowners in non-compliance with the Skilled Labor Participation Requirement shall pay to the CRA as a one-time penalty for such noncompliance of (a) Ten Thousand and No/100 Dollars ($10,000.00) for each one-half (1/2) of a percentage point below the Skilled Labor Participation Requirement for the first one and one-half percent (1.5%) below the Skilled Labor Requirement, (b) Twenty -Five Thousand Five Hundred and No/100 Dollars ($25,00.00) for each additional one-half (1/2) of a percentage point below the first one and one half percent (1.5%) below the Skilled Labor Requirement for up to an additional one and one-half percent (1.5%) and thereafter (c) Fifty Thousand and No/100 Dollars ($50,000.00) per each additional one-half (1/2) of a percentage point below the three percent (3%) below the Skilled Labor Participation Requirement (collectively, the "Skilled Labor Non -Compliance Funds") with respect to such Improvement. The Skilled Labor Non - Compliance Penalties shall be calculated by the Executive Director after Substantial Completion of such Improvement and shall be due within thirty (30) days from Landowners' receipt of written statement from the Executive Director stating the amount of Skilled Labor Non - Compliance Funds due. To the extent of any dispute between the Executive Director and Landowners with respect to the compliance with the Skilled Labor Participation Requirement, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding upon the parties. Any amount of the Skilled Labor Non -Compliance Funds not paid when due shall bear interest at 12% per annum from the date due until paid. 3.1.1.13 Failure to Comply with Minimum Hourly Wage Rate Requirement with Respect to Each Improvement. In the event that any Contractor fails to pay the Minimum Hourly Wage Rate to any construction worker working on the construction of any Improvement located on the Property, and which failure is reported by such worker to the Executive Director, the Executive Director shall investigate the report and if the Executive Director, based upon his investigation confirms such non-compliance with the Minimum Hourly Wage Rate requirement, and that the error on the part of the Contractor was not a de minimis miscalculation of the same, the Landowners of the such Improvement shall pay to the affected worker(s) as a penalty the Minimum Hourly Wage Rate for every hour which such worker was underpaid plus a twenty percent (20%) penalty (collectively, the "Minimum Hourly Wage Rate Penalty"). Landowners shall not receive the benefit of any credit for hourly wage payments made to such worker that did not comply with the Minimum Hourly Wage Rate requirement ("Erroneous Hourly Wage Payment"). By way of illustration, if the worker was paid an hour rate of Ten and No/ 100 Dollars ($10.00) and no health benefits were provided for one (1) hour of work performed in lieu of the Minimum Hourly Wage Rate, the Minimum Hourly Wage Rate Penalty would be calculated as follows: Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 16 Packet Pg. 29 5.1.a Minimum Hourly Wage Rate Penalty = [(Minimum Hourly Wage Rate * Total Hours Worked) * Minimum Hourly Wage Penalty Rate] = [($12.83 * 1 hour) * 1.2] = $15.40 Such Minimum Hourly Wage Rate Penalty shall be due from the Landowners to the underpaid worker(s) within thirty (30) days after written demand from the Executive Director. Landowners shall have the right to dispute such demand and the findings of the Executive Director. If the Executive Director and Landowners are not able to resolve their dispute within thirty (30) days the dispute shall be submitted to the CRA Board for a final determination, which determination shall be binding on the parties. The Minimum Hourly Wage Rate Penalty is not intended to waive a workers rights to seek any and all legal relief available under applicable law. In the event a worker is granted a monetary award against Landowners, or any one of them, and/or their Contractors in some other forum ("Monetary Award"), then any Minimum Wage Rate Penalty otherwise due and owing to the worker shall be reduced by the amount of any such Monetary Award. 3.1.1.14 Failure to Comply with Responsible Wage Requirement with Respect to Each Improvement. In the event that any Contractor fails to pay the Responsible Wage to Electrical Workers working on the construction of such Improvement located on the Property, and which failure is reported by such worker to the Executive Director, the Executive Director shall investigate the report and if the Executive Director, based upon his investigation confirms such non-compliance with the Responsible Wage Requirement, and that the error on the part of the Contractor was not a de minimis miscalculation of the same, the Landowners of such Improvement, shall pay to the affected worker(s) as a penalty the Responsible Wage for every hour for which such worker was underpaid plus a twenty percent (20%) penalty (the "Responsible Wage Penalty"). Landowners shall not receive the benefit of any credit for hourly wage payments made to such worker that did not comply with the Responsible Wage requirement of Section 3.1.1.7 ("Erroneous Responsible Wage Payment"). By way of illustration, if prior to the date of the Extension Interlocal Agreement, if a Electrical Journeyman — Wireman was paid a per hour wage rate of Thirty and No/100 Dollars ($30.00) and a per hour health benefit of Six and No/100 Dollars ($6.00) or a total of Thirty -Six and No/100 Dollars for one (1) hour of work performed during the year 2017, which combined dollar value is equal to less than the combined value of the required Responsible Wage per hour wage rate and per hour health benefit, then the Responsible Wage Penalty would be calculated as follows: Responsible Wage Penalty = (Responsible Wage Combined Dollar Value * Total Hours of Underpaid Work) * Penalty Rate = ($38.46 * 1) * 1.2 = $46.15 Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 17 Packet Pg. 30 5.1.a By way of illustration, after the date of the Extension Interlocal Agreement, if a Electrical Journeymen — Wireman was paid an hourly rate of Thirty and No/100 Dollars ($30.00) and with no health benefits or pension contribution provided for one (1) hour of work performed during the year 2017 in lieu of the Responsible Wage combined dollar value of $43.04 per hour, then Responsible Wage Penalty would be calculated as follows: Responsible Wage Penalty = (Responsible Wage Combined Dollar Value * Total Hours of Underpaid Work) * Penalty Rate = [($43.04 * 1 hour) * 1.2] = $51.65 Such Responsible Wage Penalty shall be due from Landowners to the underpaid workers(s) within thirty (30) days after written demand from the Executive Director. Landowners shall have the right to dispute such demand and the findings of the Executive Director. If the Executive Director and Landowners are not able to resolve their dispute within thirty (30) days the dispute shall be submitted to the CRA Board for a final determination, which determination shall be binding on the parties. The Responsible Wage Penalty is not intended to waive an Electrical Worker's rights to seek any and all legal relief available under applicable law. In the event an Electrical Worker is granted a Monetary Award against the Landowners, and/or their Contractor(s) in some other forum, any Responsible Wage Penalty otherwise due and owing to the Electrical Worker shall be reduced by the amount of any such Monetary Award. 3.1.1.15 Job Creation Monitoring Contract for Each Improvement. Prior to the issuance of any construction permits for an Improvement, a SBE- Construction Services certified firm shall be retained by the CRA and designated to: (a) monitor the job requirements set forth in Sections 3.1.1.1, 3.1.1.2, 3.1.1.3, 3.1.1.4, 3.1.1.5., 3.1.1.6., 3.1.1.7, 3.1.2., and 3.1.3; (b) certify compliance with the requirements of Sections 3.1.1.1, 3.1.1.2, 3.1.1.3, 3.1.1.4, 3.1.1.5, 3.1.1.6, 3.1.1.7, 3.1.2 and 3.1.3; and (c) review the Participation Reports required of each Landowner by Section 3.1.1.8 on behalf of the CRA. For 2017 and 2018, Landowners (in proportion to the square footage of property owned by each Landowner) shall reimburse the CRA an amount not to exceed Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in the aggregate for costs paid to the SBE-Construction Services firm retained by the CRA (the "Monitoring Reimbursement Amount") to monitor the job requirements, certify compliance with the requirements and review the Participation Reports for such Improvement. Thereafter, the Monitoring Reimbursement Amount shall be arrived at jointly by the CRA and the Landowners based upon good faith negotiations between the parties regarding the same. Landowners shall reimburse the CRA for such costs within thirty (30) days of written demand from the CRA. 3.1.2 Employment Advertisement & Notice with Respect to Each Improvement. With respect to the construction of each Improvement, the Landowners shall or shall require the General Contractor to: Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 18 Packet Pg. 31 5.1a i. Electronically post job opportunities in established job outreach websites and organizations, including, without limitation, CareerSource South Florida, and similar programs in order to attract as many eligible applicants for such jobs as possible; and ii. Place a full -page weekly advertisement in the Miami Times newspaper to inform residents of available job opportunities and any upcoming job fairs not less than thirty (30) days prior to and through the date of construction commencement for such Improvement. This shall be in addition to any advertisements done through other job outreach websites, organizations, and efforts. 3.1.3 Small Business Enterprise Program for Architecture, Engineering, Landscape Architecture, Surveying and Mapping Professions ("CBE-A/E"), Small Business Enterprise Program for Construction Services ("SBE-Construction Services") and Small Business Enterprise Goods and Services ("SBE-Goods and Services") with Respect to Each Improvement. With respect to each Improvement, Landowners shall: i. Award to firms certified by the County as CBE-A/E not less than 7.5% of the professional services agreements for soft costs, including, but not limited to, design, engineering, survey, inspection, job monitoring requirements, testing and legal (the "CBE-A/E Participation Requirement") ; ii. Award to firms certified by the County as SBE- Construction Services firms not less than 10% of the contractual agreements for construction and construction -related materials, supplies and fixtures (the "SBE-Construction Services Participation Requirement"; and iii. Award to firms certified by the County as SBE-Goods and Services firms not less than 10% of the contractual agreements for goods and services (such as, but not limited to security, testing, surveying, etc.) (the "SBE-Goods and Services Participation Requirement"). iv. To the extent Landowners fail to comply with the CBE-A/E Participation Requirement for such Improvement, such Landowner not in compliance with the CBE-A/E Participation Requirement for such Improvement shall pay to the CRA as a penalty for such non-compliance: (a) One Thousand and No/100 Dollars ($1,000.00) for each one half percentage point (0.5%) below the CBE-A/E Participation Requirement for the first two and one-half percentage points below the CBE-A/E Participation Requirement; and (b) Two Thousand Five Hundred and No/100 Dollars ($2,500.00) for each additional percentage point below the first two and one-half percentage points of the CBE-A/E Participation Requirement ("CBE-A/E Non -Compliance Funds"). v. To the extent Landowners fail to comply with the SBE- Construction Services Requirement for such Improvement, such Landowner not in compliance with the SBE-Construction Services Requirement for such Improvement shall pay to the CRA as a penalty for such non-compliance: (a) One Thousand and No/100 Dollars for each percentage point (1.0%) below the SBE-Construction Services Requirement Participation Requirement for the first five percentage points below the SBE-Construction Services Requirement; and (b) Two Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 19 Packet Pg. 32 5.1.a Thousand and No/100 Dollars ($2,000.00) for each percentage point below the first five percentage points of the SBE-Construction Services Requirement (the "SBE-Construction Services Non -Compliance Funds"). vi. To the extent Landowners fail to comply with the SBE- Goods and Services Requirement for such Improvement, such Landowner not in compliance with the SBE-Goods and Services Requirement for such Improvement shall pay to the CRA as a penalty for such non-compliance: (a) One Thousand and No/100 Dollars for each percentage point (1.0%) below the CBE -Goods and Services Requirement for the first five percentage points below the SBE-Goods and Services Requirement; and (b) Two Thousand and No/100 Dollars ($2,000.00) for each percentage point below the first five percentage points of the SBE-Goods and Services Requirement (the "SBE-Goods and Services Non -Compliance Funds"). 3.1.4 First Source Hiring Agreement (Hotel/Retail/Office). As a further inducement for the CRA to enter into this Agreement, Landowners and the CRA shall enter into, simultaneously with the execution of this Agreement, a first source hiring agreement with respect to employment during the operation of each Improvement of the Project comprising a hotel, retail space or office building, in the form of Exhibit "G" attached hereto (the "First Source Hiring Agreement (Hotel/Retail/Office"). The First Source Hiring Agreement Operations (Hotel/Retail/Office) shall replace in its entirety the First Source Hiring Agreement (Hotel/Retail) dated March 2, 2015 and recorded March 16, 2015 in Official Record Book 29539 at Page 1312 of the Public Records of Miami -Dated County, Florida. 3.1.5 Retail Opportunities at Project. As a further inducement for the CRA to enter into this Agreement, Landowners of those tracts consisting of the Phase I Retail and the Block G Apartments — Phase I Improvements shall use commercially reasonable efforts to work with the CRA to situate not less than a total two (2) CRA supported, restaurant or retail concept tenants within the retail spaces forming part of the Phase I Retail and Block G Apartments — Phase I portions of the Project on terms mutually agreeable to both the Phase I Retail and Block G Apartments — Phase I Landowners and the CRA. Such prospective tenant shall be subject to the same qualifications and standards as any other retail tenant within the Phase I Retail and Block G Apartments — Phase I, respectively, but such Landowner shall provide such prospective tenants with a rent concession of twenty percent (20%) off of the then applicable market rent for similar space for the term of such lease. 3.2 Each Improvement. For the avoidance of any doubts, the provisions of Sections 3.1.1, 3.1.1.1, 3.1.1.2, 3.1.1.3, 3.1.1.4, 3.1.1.5, 3.1.1.6, 3.1.1.7, 3.1.1.8, 3.1.1.9, 3.1.1.10, 3.1.1.11, 3.1.1.12, 3.1.1.13, 3.1.1.14, 3.1.1.15, 3.1.2, and 3.1.3 shall apply with respect to each Improvement standing alone. 4. DEVELOPMENT OF PROJECT & PROJECT INCREMENTAL TIF. 4.1 Development of Project. Master Developer anticipates that the Project shall be constructed in two Phases as more fully described on Exhibit "B". Master Developer further anticipates that the assessed value of the Improvements included in Phase I in the aggregate will exceed One Billion Seventy -Five Million and No/100 Dollars ($1,075,000,000.00) (the "Anticipated Development Value"). Master Developer estimates that Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 20 Packet Pg. 33 5.1a Anticipated Development Value will generate approximately Ten Million Six Hundred Eighty - Seven Thousand Eight Hundred One and No/100 Dollars ($10,687,801.00) in the aggregate in Incremental TIF for the entirety of Phase I, with such Incremental TIF beginning as of January 1, 2019. Estimated Incremental TIF and Phase Completion on a Phase -by -Phase basis is attached to this Agreement on Exhibit "C." Landowners and Incentive Payment Administrator each acknowledge and agree that they bear the entire risk under this Agreement if the Project is valued at less than the Anticipated Development Value and/or is not developed within the time frame anticipated by the Master Developer resulting in the share of the Incremental TIF payable by the CRA pursuant to this Agreement being less than anticipated by Master Developer. Landowners (for themselves and on behalf of their successors and assigns), and Incentive Payment Administrator, acknowledges and agrees that the CRA shall have no liability to the Landowners and Incentive Payment Administrator if the Anticipated Development Value as estimated by Master Developer proves not to be accurate for any reason and further, if the estimates provided by the Master Developer Landowners prove to be inaccurate, the same shall not relieve Landowners and Incentive Payment Administrator of their respective obligations pursuant to this Agreement. 4.2 Development Incentive. Subject to CRA Approval, City Approval and County Approval, and commencing after the Substantial Completion of not less than Two Hundred Thousand (200,000) gross square feet of retail space forming part of the Phase I Retail (the "Phase I Retail — Part A"), on an annual basis in all cases, as an inducement to the development of the Project, the CRA agrees to pay to the Incentive Payment Administrator a percentage of Incremental TIF as follows: 4.2.1 Payment of Incremental TIF. On an annual basis for each calendar year commencing after the Base Year and after Substantial Completion of the Phase I Retail — Part A and continuing throughout the Term of this Agreement, subject to reduction under Section 4.2.2 below, the CRA shall pay to Incentive Payment Administrator an incentive payment equal to Fifty -Seven Percent (57%) of the Incremental TIF (the "Incentive Payment"). All Incentive Payments shall be due and payable within thirty (30) days of the CRA's receipt of Incremental TIF. For the avoidance of any doubt, no Incentive Payment will be due for any period prior to the Substantial Completion of the Phase I Retail — Part A notwithstanding the possible Substantial Completion of other Improvements prior to the Substantial Completion of Phase I Retail — Part A. 4.2.2 Reduction to Incentive Payment. The Incentive Payment is subject to reductions as follows: 4.2.2.1 Phase I Retail — Part A: If Substantial Completion of all or a portion of the Improvements comprising part of the Phase I Retail shall not have occurred prior to January 1, 2021, then the Incentive Payment based upon the Incremental TIF derived from such uncompleted portions of the Phase I Retail shall be reduced in accordance with the following schedule: (i) by ten percent (10%) for all or a portion of the Improvements comprising part of the Phase I Retail which have not achieved Substantial Completion as of January 1, 2022; (ii) by twenty percent (20%) for all or a portion of the Improvements comprising part of the Phase I Retail which have not achieved Substantial Completion as of January 1, 2022, but have Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 21 Packet Pg. 34 5.1a achieved Substantial Completion as of January 1, 2023; and (iii) by thirty percent (30%) for all or a portion of the Improvements comprising part of the Phase I Retail which have not achieved Substantial Completion as of January 1, 2023, but shall have achieved Substantial Completion as of January 1, 2024. If Substantial Completion shall not have occurred with respect to all or any portion of the Improvements comprising part of the Phase I Retail as of January 1, 2024, then the Incentive Payment based upon the Incremental TIF derived from all or a portion of the Improvements comprising the Phase I Retail shall automatically be divested and shall terminate and be of no further force and effect for all or such portions of Improvements comprising part of the Phase I Retail which have not achieved Substantial Completion, and Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to any of the Improvements comprising part of the Phase I Retail which are not Substantially Completed by January 1, 2024. 4.2.2.2 Tract A Garages: If Substantial Completion of the Improvements consisting of the two parking garages comprising Tract A Garages as described on Exhibit `B" attached hereto, shall not have occurred by January 1, 2021, then the Incentive Payment based upon the Incremental TIF derived from the Improvements consisting of the two parking garages comprising Tract A Garages shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such Substantial Completion of the Improvements consisting of the two parking garages comprising Tract A Garages shall occur as of January 1, 2022; (ii) by twenty percent (20%) if such Substantial Completion of the Improvements consisting of the two parking garages comprising Tract A Garages shall not have occurred as of January 1, 2022, but shall have occurred as of January 1, 2023; and (iii) by thirty percent (30%) if such Substantial Completion of the Improvements consisting of the two parking garages comprising Tract A Garages shall not have occurred as of January 1, 2023, but shall have occurred as of January 1, 2024. If such Substantial Completion of the Improvements consisting of the two parking garages comprising Tract A Garages shall not have occurred as of January 1, 2024, then the Incentive Payment based upon the Incremental TIF derived from the Improvements consisting of the two parking garages comprising Tract A Garages shall automatically shall be divested and shall terminate and be of no further force and effect and Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to the Improvements consisting of the two parking garages comprising Tract A Garages. 4.2.2.3 Tract A Condominium: If Substantial Completion of Tract A Condominium as described on Exhibit `B" attached hereto, shall not have occurred prior to January 1, 2021, then the Incentive Payment based upon the Incremental TIF derived from Tract A Condominium shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such Substantial Completion of the Improvement constituting the Tract A Condominium shall occur as of January 1, 2022; (ii) by twenty percent (20%) if such Substantial Completion of the Improvement constituting the Tract A Condominium shall not have occurred as of January 1, 2022, but shall have occurred as of January 1, 2023; and (iii) by thirty percent (30%) if such Substantial Completion of the Improvement constituting the Tract A Condominium shall not have occurred as January 1, 2023, but shall have occurred as of January 1, 2024. If such Substantial Completion the Improvement constituting the Tract A Condominium shall not have occurred as of January 1, 2024, then the Incentive Payment based upon the Incremental TIF derived from the Improvement constituting the Tract A Condominium shall automatically be divested and shall terminate and be of no further force and effect and Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 22 Packet Pg. 35 5.1.a Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to the Improvement constituting the Tract A Condominium. 4.2.2.4 Tract A Apartments: If Substantial Completion of the Improvement comprising the Tract A Apartments as described on Exhibit "B" attached hereto, shall not have occurred by January 1, 2023, then the Incentive Payment based upon the Incremental TIF derived from the Improvement comprising the Tract A Apartments shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such Substantial Completion of the Improvement comprising the Tract A Apartments shall occur as of January 1, 2024; (ii) by twenty percent (20%) if such Substantial Completion of the Improvement comprising the Tract A Apartments shall not have occurred as of January 1, 2024, but shall have occurred as of January 1, 2025; and (iii) by thirty percent (30%) if such Substantial Completion of the Improvement comprising the Tract A Apartments shall not have occurred as of January 1, 2025, but shall have occurred as of January 1, 2026. If such Substantial Completion of the Improvement comprising the Tract A Apartments shall not have occurred as of January 1, 2026, then the Incentive Payment based upon the Incremental TIF derived from the Improvement comprising the Tract A Apartments shall automatically shall be divested and shall terminate and be of no further force and effect and Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to the Improvement comprising the Tract A Apartments. 4.2.2.5 Tract A Commercial: If Substantial Completion of the Improvement comprising the Tract A Commercial as described on Exhibit "B" attached hereto, shall not have occurred by January 1, 2023, then the Incentive Payment based upon the Incremental TIF derived from Tract A Commercial shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such Substantial Completion of the Improvement comprising the Tract A Commercial shall occur as of January 1, 2024; (ii) by twenty percent (20%) if such Substantial Completion of the Improvement comprising the Tract A Commercial shall not have occurred as of January 1, 2024, but shall have occurred as of January 1, 2025; and (iii) by thirty percent (30%) if such Substantial Completion of the Improvement comprising the Tract A Commercial shall not have occurred as of January 1, 2025, but shall have occurred as of January 1, 2026. If such Substantial Completion of the Improvement comprising the Tract A Commercial shall not have occurred as of January 1, 2026, then the Incentive Payment based upon the Incremental TIF derived from the Improvement comprising the Tract A Commercial shall automatically shall be divested and shall terminate and be of no further force and effect and Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to the Improvement comprising the Tract A Commercial. 4.2.2.6 Tract A Mixed -Use Building: If Substantial Completion of the Improvement comprising the Tract A Mixed -Use Building as described on Exhibit `B" attached hereto, shall not have occurred by January 1, 2023, then the Incentive Payment based upon the Incremental TIF derived from the Improvement comprising the Tract A Mixed -Use Building shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such Substantial Completion of the Improvement comprising the Tract A Mixed -Use Building shall occur as of January 1, 2024; (ii) by twenty percent (20%) if such Substantial Completion of the Improvement comprising the Tract A Mixed -Use Building shall not have occurred as of January 1, 2024, but shall have occurred as of January 1, 2025; and (iii) by thirty percent (30%) if such Substantial Completion of the Improvement comprising the Tract Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 23 Packet Pg. 36 5.1.a A Mixed -Use Building shall not have occurred as of January 1, 2025, but shall have occurred as of January 1, 2026. If such Substantial Completion of the Improvement comprising the Tract A Mixed -Use Building shall not have occurred as of January 1, 2026, then the Incentive Payment based upon the Incremental TIF derived from the Improvement comprising the Tract A Mixed - Use Building shall automatically shall be divested and shall terminate and be of no further force and effect and Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to the Improvement comprising the Tract A Mixed -Use Building. 4.2.2.7 Block G Apartments — Phase I: If Substantial Completion of the Improvement comprising the Block G Apartments as described on Exhibit "B" attached hereto, shall not have occurred by January 1, 2023, then the Incentive Payment based upon the Incremental TIF derived from the Improvement comprising the Block G Apartments shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such Substantial Completion of the Improvement comprising the Block G Apartments shall occur as of January 1, 2024; (ii) by twenty percent (20%) if such Substantial Completion of the Improvement comprising the Block G Apartments shall not have occurred as of January 1, 2024, but shall have occurred as of January 1, 2025; and (iii) by thirty percent (30%) if such Substantial Completion of the Improvement comprising the Block G Apartments shall not have occurred as of January 1, 2025, but shall have occurred as of January 1, 2026. If such Substantial Completion of Block G Apartments shall not have occurred as of January 1, 2026, then the Incentive Payment based upon the Incremental TIF derived from the Improvement comprising the Block G Apartments shall automatically shall be divested and shall terminate and be of no further force and effect and Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to Block G Apartments. 4.2.2.8 Block G Apartments — Phase II: If Substantial Completion of the Improvement comprising the Block G Apartments — Phase II as described on Exhibit `B" attached hereto, shall not have occurred by January 1, 2025, then the Incentive Payment based upon the Incremental TIF derived from Block G Apartments — Phase II shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if such Substantial Completion of the Improvement comprising the Block G Apartments — Phase II shall occur as of January 1, 2026; (ii) by twenty percent (20%) if such Substantial Completion of the Improvement comprising the Block G Apartments — Phase II shall not have occurred as of January 1, 2026, but shall have occurred as of January 1, 2027; and (iii) by thirty percent (30%) if such Substantial Completion of the Improvement comprising the Block G Apartments — Phase II shall not have occurred as of January 1, 2027, but shall have occurred as of January 1, 2028. If such Substantial Completion of the Improvement comprising the Block G Retail shall not have occurred as of January 1, 2028, then the Incentive Payment based upon the Incremental TIF derived from the Improvement comprising the Block G Apartments — Phase II shall automatically shall be divested and shall terminate and be of no further force and effect and Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to the Improvement comprising the Block G Apartments — Phase II. 4.2.2.9 Phase II -Block E: If Substantial Completion of the Improvements comprising the Phase II - Block E, as described on Exhibit `B" attached hereto, shall not have occurred by January 1, 2026, then the Incentive Payment based upon the Incremental TIF derived from the Improvements comprising the Phase II - Block E shall be Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 24 Packet Pg. 37 5.1a reduced in accordance with the following schedule: (i) by ten percent (10%) if Substantial Completion of the Improvements comprising the Phase II - Block E having a combined assessed value of not less than $125,000,000.00 shall not have occurred as of January 1, 2027; (ii) by twenty percent (20%) if Substantial Completion of the Improvements comprising the Phase II - Block E having a combined assessed value of not less than $125,000,000.00 shall not have occurred as of January 1, 2027, but shall have occurred as of January 1, 2028; and (iii) by thirty percent (30%) if Substantial Completion of the Improvements comprising the Phase II - Block E having a combined assessed value of not less than $125,000,000.00 shall not have occurred as of January 1, 2028, but shall have occurred as of January 1, 2029. If Substantial Completion of the Improvements comprising the Phase II - Block E having a combined taxable value of not less than $125,000,000.00 shall not have occurred as of January 1, 2029, then the Incentive Payment based upon the Incremental TIF derived from the Improvements comprising the Phase II - Block E shall automatically shall be divested and shall terminate and be of no further force and effect and the Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to the Improvements comprising the Phase II - Block E. 4.2.2.10 Phase II - Block A: If Substantial Completion of the Improvements comprising the Phase II - Block A, as described on Exhibit "B" attached hereto, shall not have occurred by January 1, 2027, then the Incentive Payment based upon the Incremental TIF derived from the Improvements comprising the Phase II - Block A shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if Substantial Completion of the Improvements comprising the Phase II - Block A having a combined assessed value of not less than $248,000,000.00 shall occur as of January 1, 2028; (ii) by twenty percent (20%) if Substantial Completion of the Improvements comprising the Phase II - Block A not having combined assessed value of not less than $248,000,000.00 shall not have occurred as of January 1, 2028, but shall have occurred as of January 1, 2029; and (iii) by thirty percent (30%) if Substantial Completion of the Improvements comprising the Phase II - Block A having a combined value of not less than $248,000,000.00 shall not have occurred as of January 1, 2029, but shall have occurred as of January 1, 2030. If Substantial Completion of Improvements comprising the Phase II - Block A having a combined assessed value of not less than $248,000,000.00 shall not have occurred as of January 1, 2030, then the Incentive Payment based upon the Incremental TIF derived from the Improvements comprising the Phase II - Block A shall automatically shall be divested and shall terminate and be of no further force and effect and the Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to the Improvement comprising the Phase II - Block A. 4.2.2.11 Phase II - Block B: If Substantial Completion of the Improvement comprising the Phase II - Block B, as described on Exhibit "B" attached hereto, shall not have occurred by January 1, 2027, then the Incentive Payment based upon the Incremental TIF derived from Phase II - Block B shall be reduced in accordance with the following schedule: (i) by ten percent (10%) if Substantial Completion of the Improvements comprising the Phase II - Block B having a combined assessed value of not less than $185,000,000.00 shall occur as of January 1, 2028; (ii) by twenty percent (20%) if Substantial Completion of the Improvements comprising the Phase II - Block B having a combined assessed value of not less than $185,000,000.00 shall not have occurred as of January 1, 2028, but shall have occurred as of January 1, 2029; and (iii) by thirty percent (30%) if Substantial Completion of the Improvements comprising the Phase II - Block B having a combined assessed value of not Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 25 Packet Pg. 38 less than $185,000,000.00 shall not have occurred as of January 1, 2029, but shall have occurred as of January 1, 2030. If Substantial Completion of the Improvement comprising the Phase II - Block B having a combined assessed value of note less than $185,000,000.00 shall not have occurred as of January 1, 2030, then the Incentive Payment based upon the Incremental TIF derived from the Improvements comprising the Phase II - Block B shall automatically shall be divested and shall teirilinate and be of no further force and effect and the Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to the Improvement comprising the Phase II - Block B. 4.2.3 Assignment of Incentive Payments. Landowners acknowledge that the rights to the Incentive Payment have been assigned to MWC Holdings (hereinafter also sometimes, the "Incentive Payment Administrator"). The assignment of the Incentive Payment to the Incentive Payment Administrator shall not release Landowners of their duties and obligations under this Agreement. The assignment of the Incentive Payment to the Incentive Payment Administrator, and the right of the Incentive Payment Administrator to subsequently reassign all or discrete portions of the Incentive Payment are personal to the Incentive Payment Administrator and such rights shall not be deemed to run to the Landowners. CRA acknowledges that the Landowners have petitioned and received approval from the County to establish Miami WorldCenter District, pursuant to the authority provided under Chapter 190, Fla. Statutes, for the purpose of financing, constructing and maintaining (in whole or in part) the Public Infrastructure Improvements. Following the establishment of the Miami WorldCenter District, Landowners intend to convey the Public Infrastructure Improvements or construction contract(s) therefore, and convey its interest in the same, to the Miami WorldCenter District. 4.2.4 Limitation on Use of Incentive Payments. Incentive Payments paid during the Term of this Agreement shall be used by Incentive Payment Administrator for the sole and exclusive purpose of paying and/or reimbursing the costs of the construction, maintenance, operation, and debt service/debt issuance costs of the Project and/or the Miami WorldCenter District to the extent such payments are a permitted use of TIF Increment pursuant to Chapter 163, Part III, Florida Statutes. Incentive Payment Administrator shall have the right, in its sole and absolute discretion, to direct the use of the Incentive Payments for any authorized purpose consistent with the limitations set forth hereinabove. 5. SUBORDINATION OF INCENTIVE PAYMENT. 5.1 Landowners and Incentive Payment Administrator each acknowledge and agree that the obligations of the CRA under this Agreement to make Incentive Payments hereunder are junior and subordinate to the obligations of the CRA to pay debt service with respect to any bonds now existing or hereinafter issued by the CRA (collectively the "Bond Obligations") and junior and subordinate to the payments to be made in connection with the grant to be made in connection with "Mama Hattie" and the Grant Agreement, as amended, by and between the City and the CRA and with respect to the Gibson Park (collectively, the "Grant Obligations"), which Grant Obligations are more fully described in Exhibit "F". Under no circumstances shall the CRA be obligated to make Incentive Payments from its general revenues or any other sources if Increment TIF is unavailable after the CRA makes all required payments Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 26 Packet Pg. 39 5.1.a with respect to the Bond Obligations and the Grant Obligations. To the extent no Incremental TIF or only a portion of the Incremental TIF is available to pay the CRA's obligations under this Agreement as a result of the Bond Obligations and the Grant Obligations, the Incentive Payments shall be reduced to the amount of Incremental TIF available, if any, and the shortfall shall be deferred to subsequent year(s). If requested by the CRA, o Landowners, and the Incentive Payment Administrator shall execute a subordination agreement confirming that this Agreement is junior and subordinate to any Bond Obligations and Grant Obligations within ten (10) business days of written request by the CRA. 5.2 Pledge of TIF Revenues. In the event the CRA issues additional bonds subsequent to March 3, 2015 the CRA covenants and agrees not to pledge the Incremental TIF derived from the Project which will be payable to Incentive Payment Administrator under this Agreement as collateral for such bonds. 5.3 Additional Agreements Regarding Use of Incremental TIF. Landowners and Incentive Payment Administrator, acknowledge and agree that nothing contained in this Agreement shall be deemed or construed to prevent the CRA from entering into agreements similar to this Agreement (each a "TIF Agreement") pursuant to which the CRA commits to pay such developers a portion of the Incremental TIF generated from their project within the Redevelopment Area. Landowners and Incentive Payment Administrator acknowledge and agree that Incremental TIF generated from other projects which are subject to TIF Agreement(s) will not be available to make up for any shortfall under Section 5.1. 6. CHALLENGES. 6.1 No Liability. Landowners and Incentive Payment Administrator, hereby forever waive and release the CRA from any liability whatsoever, now or hereafter arising in connection with any challenge to this Agreement by a third party and covenant and agree not to initiate any legal proceedings against the CRA in connection with any challenges to this Agreement (other than as a result of a default by the CRA with respect to its obligations under this Agreement). 6.2 Duty to Defend. In the event of any challenge to this Agreement, any party in interest, at its or their sole cost and expense, may defend any such challenge by a third party. The CRA shall cooperate with Landowners and Incentive Payment Administrator, and, if necessary, participate in the defense of such challenge provided that the Landowners and/or Incentive Payment Administrator, as applicable, pays the cost of such defense. 7. REPRESENTATIONS OF LANDOWNERS. Landowners make the following representations to the CRA as follows: 7.1 Landowners a limited liability company, duly organized and validly existing under the laws of its state of formation and has full power and capacity to own its Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 27 Packet Pg. 40 5.1a properties, to carry on its business as presently conducted, and to enter into the transactions contemplated by this Agreement. 7.2 Landowners execution, delivery and performance of this Agreement has been duly authorized by all necessary company actions and does not conflict with or constitute a default under any indenture, agreement or instrument to which such Landowner is a party or by which it may be bound. 7.3 This Agreement constitutes the valid and binding obligations of such Landowners, enforceable against Landowners in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 8. REPRESENTATIONS OF INCENTIVE PAYMENT ADMINISTRATOR. MWC Holdings makes the following representations to the CRA: 8.1 MWC Holdings is a limited liability company duly organized and validly existing under the laws of its state of formation and has full power and capacity to own their properties, to carry on their business as presently conducted, and to enter into the transactions contemplated by this Agreement. 8.2 MWC Holdings' execution, delivery and performance of this Agreement has been duly authorized by all necessary company actions and does not conflict with or constitute a default under any indenture, agreement or instrument to which such entities are a party or by which they may be bound. 8.3 This Agreement constitutes the valid and binding obligations of MWC Holdings, enforceable against MWC Holdings in accordance with the terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 9. REPRESENTATIONS OF THE CRA. The CRA makes the following representations to Landowners: 9.1 The CRA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its own properties, to carry on its business as presently conducted by the CRA, and to perform its obligations under this Agreement. 9.2 The CRA's execution, delivery and performance of this Agreement has been duly authorized by all necessary actions and does not conflict with or constitute a default under any indenture, agreement or instrument to which it is a party or by which it may be bound. 9.3 This Agreement constitutes the valid and binding obligations of the CRA, enforceable against the CRA in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 10. NOTICES. All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments given pursuant to this Agreement (collectively called "Notices") shall be in writing and given by (a) hand delivery, (b) recognized Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 28 Packet Pg. 41 5.1.a express overnight delivery service, (c) certified or registered mail, return receipt requested, or (d) facsimile and shall be deemed to have been delivered upon (i) receipt, if hand -delivered, (ii) the next Business Day, if delivered by express overnight delivery service, (iii) if sent by certified or registered mail, return receipt requested the day evidenced by the return receipt or the day delivery is refused; or (iv) transmittal, if sent on a business day by facsimile and if sent by facsimile on a day other than a business day, on the first business day following transmittal. Notices shall be provided to the parties and addresses specified below: LANDOWNERS: MIAMI FIRST, LLC MIAMI THIRD, LLC MIAMI FOURTH, LLC MIAMI A/I, LLC MIAMI SPE, LLC c/o Miami WorldCenter Holdings, LLC 100 S.E. 2nd Street, Ste. 3510 Miami, Florida 33131 Fax: (305) - BLOCK G PHASE 1, LLC BLOCK G PHASE 2, LLC 540 Madison Avenue, 8th floor New York, NY 10022 Fax: O - TOWER 2, LLC 1951 N.W. 19th Street, Ste. 200 Boca Raton, FL 33431 Fax:( ) - INCENTIVE PAYMENT ADMINISTRATOR: MIAMI WORLDCENTER HOLDINGS, LLC 100 S.E. 2nd Street, Ste. 3510 Miami, FL 33131 Fax: (305) - Copy to: Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 W. Flagler Street Suite 2200 Miami, FL 33130 Attention: Marina Ross, Esq. / Javier E. Fernandez, Esq. Fax: (305) 789-3501 Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 29 Packet Pg. 42 5.1.a CRA: Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 Attention: Clarence Woods, Executive Director Fax: (305) 679-6835 Copy to: Holland & Knight LLP 701 Brickell Avenue Suite 3000 Miami, Florida 33131 Attention: William R. Bloom, Esq. Fax: (305) 789-7799 11. APPROVAL OF CRA BUDGET. Landowners and the Incentive Payment Administrator, acknowledge that no voter approval was obtained in connection with this Agreement and that neither the City nor the County has approved this Agreement. In the event this Agreement is determined to be unenforceable in whole or in part as a result of (i) the multi- year CRA commitment regarding the Incentive Payments or (ii) the failure to obtain CRA Approval, City Approval and County Approval of the CRA Budget including a line item for the Incentive Payment on an annual basis, Landowners and Incentive Payment Administrator, acknowledge and agree that the CRA shall have no liability to Landowners or the Incentive Payment Administrator arising under this Agreement. Landowners and the Incentive Payment Administrator acknowledge that this provision is a material inducement for the CRA to enter into this Agreement. 12. COUNTY APPROVAL. Landowners and the Incentive Payment Administrator, acknowledges that this Agreement has not been submitted to the Board of County Commissioners of the County for review or approval and that the Incentive Payments contemplated by this Agreement will be included in the annual budget (subject to CRA Approval) submitted by the CRA to the City Commission of the City for approval and submitted by the CRA to the Board of County Commissioners of the County for approval, once the CRA Budget is approved by the CRA Board and City Approval is obtained. The CRA shall use commercially reasonable efforts to procure the City Approval and the County Approval of the CRA Budget. The CRA shall have no liability to Landowner or Incentive Payment Administrator in the event that City Approval and County Approval are not obtained. 13. NON -RECOURSE. This Agreement is non -recourse to the CRA. In the event of a breach of this Agreement by the CRA, Incentive Payment Administrator may seek specific performance of this Agreement or bring an action at law which shall be limited to recovery of any Incentive Payments due under the terms of this Agreement and in no event shall Incentive Payment Administrator have the right to seek damages against the CRA. Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 30 Packet Pg. 43 5.1.a 14. DEFAULT BY LANDOWNER & INCENTIVE PAYMENT ADMINISTRATOR. 14.1 In the event Landowners breach its duties and obligations under this Agreement with respect to any Improvement, and such failure is not cured within thirty (30) days of the issuance of written notice of default specifying the breach (or such longer period of time, not to exceed one hundred and fifty (150) days, if the default, by its nature cannot reasonably be cured within such thirty (30) day period and if Landowners has commenced curative action within such thirty (30) day period and diligently pursues same until completion not to exceed one hundred and fifty (150) days), the CRA may pursue all remedies available at law or in equity to cause Landowners to comply with the terms of this Agreement, including equitable relief. 14.2 In the event Incentive Payment Administrator breaches its duties and obligations under Section 4.2.4 of this Agreement, and such failure is not cured within thirty (30) days of the issuance of written notice of default specifying the breach (or such longer period of time, not to exceed one hundred and fifty (150) days, if the default, by its nature cannot reasonably be cured within such thirty (30) day period and Incentive Payment Administrator has commenced curative action within such thirty (30) day period and diligently pursues same until completion), the CRA may pursue all remedies available at law or in equity to cause Incentive Payment Administrator to comply with the terms of this Agreement including equitable relief and requiring the Incentive Payment Administrator to repay to the CRA any Incentive Payment funds not utilized in accordance with Section 4.24 of this Agreement. In addition, so long as such breach or default continues, the obligations of the CRA under this Agreement with respect to Incentive Payments shall be suspended as against the defaulting party, and if any such breach shall continue for more than one year, then the CRA shall have no further duties or obligations under this Agreement to the Incentive Payment Administrator, with respect to such Incentive Payments. 14.3 No default by Landowners under Section 14.1 with respect to an Improvement constructed on the Property shall be deemed a breach by Incentive Payment Administrator under Section 14.2 with respect to the Project and, conversely, no breach by the Incentive Payment Administrator with respect to its obligations under Section 14.2 shall be deemed a breach by Landowners under Section 14.1 15. ADJUSTMENT TO FOLIO NUMBERS. Landowners and CRA each acknowledge that the current tax folio numbers with respect to the Property shall change as a result of the redevelopment of the Property in connection with the Project, including the adoption of a revised subdivision plan. In such event, the Executive Director of the CRA and Landowners shall proceed in good faith to agree as to which new folio numbers are applicable to portions of the Project, based upon the adjustment in such new folio numbers by the Miami -Dade County Property Appraiser. 16. RELATIONSHIP BETWEEN PARTIES. This Agreement does not evidence the creation of, nor shall it be construed as creating, a partnership or joint venture between the CRA and Landowners. 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 Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 31 Packet Pg. 44 5.1.a 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. Landowners further represent and acknowledge that no one was paid a fee, commission, gift or other consideration by such party or such party's agent as an inducement to entering into this Agreement. 17. AGREEMENT TO RUN WITH THE LAND. Except as set forth in Section 4.2.3 and Section 4.2.4, this Agreement, and all rights and obligations herein, shall be binding upon Landowners and their respective successors and assigns and run with title to the Property. In the event all or any portion of the Property is conveyed to a third party such successor owner shall be bound by the terms and provisions of this Agreement to the same extent as if such successor owner had executed this Agreement. 18. BUDGET & APPROPRIATION. CRA covenants and agrees to budget the Incentive Payment as a line item in its annual operating budget subject to CRA Approval, City Approval and County Approval. CRA further covenants to use commercially reasonable efforts to procure annual approval of its operating budget, including the Incentive Payment as contemplated by this Agreement, by both the City and County. 19. CONSULTANT AND PROFESSIONAL COMPENSATION. Landowners and Incentive Payment Administrator have retained consultants and professionals to assist Landowners and the Incentive Payment Administrator with the negotiation and execution of this Agreement, and Landowners and Incentive Payment Administrator 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 Landowners and Incentive Payment Administrator compensate any such consultant or professional in any form that would be deemed a "bonus," "success fee" or "finder's fee" in exchange for the CRA Board's approval of this Agreement. 20. MISCELLANEOUS. 20.1 All of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto and shall be interpreted in accordance with its plain meaning. 20.2 In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 20.3 In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to recover attorneys' fees and costs at trial and appellate levels. Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 32 Packet Pg. 45 5.1a 20.4 In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and Paragraph headings shall be disregarded. 20.5 All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. 20.6 Time shall be of the essence for each and every provision of this Agreement. 20.7 No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), director, employee or agent of the CRA, in an individual capacity. 20.8 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any action, in equity or in law, with respect to this Agreement must be brought and heard in Miami -Dade County, Florida. 20.9 This Agreement shall be recorded in the Public Records of Miami -Dade County at the sole cost and expense of Landowners. 20.10 This Agreement may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. 20.11 From time to time and upon written request from a Landowner or the Incentive Payment Administrator (or any Assignee), the Executive Director, on behalf of the CRA, shall execute an estoppel certificate or similar certification, in form, scope and substance reasonably acceptable to the requesting party, confirming such Landowner's or Incentive Payment Administrator's (or any Assignee) compliance with the conditions set forth in this Agreement with respect to the applicable Improvements (and/or disclosing any then failure or default by either such party). 20.12 This Agreement shall supersede and replace the Original Agreement in its entirety. 21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other agreements, representations or warranties other than as set forth herein. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. [SIGNATURE PAGES TO FOLLOW] Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 33 Packet Pg. 46 5.1a IN WITNESS hereof the parties have executed this Agreement as of the date first above written. WITNESS: LANDOWNERS: MIAMI FIRST, LLC, a Delaware limited liability company By: MIAMI FIRST MANAGER, INC., a Delaware corporation, its managing member By: Print Name: Name: Nitin Motwani Title: Vice President Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2017, by , as Vice President of Miami First Manager, Inc., Delaware corporation, as managing member of Miami First, LLC, a Delaware limited liability company, on behalf of the limited liability company, who is personally known to me or has produced as identification. My Commission Expires: Notary Public, State of Florida Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 34 Packet Pg. 47 5.1.a WITNESS: MIAMI THIRD, LLC, a Delaware limited liability company By: MIAMI THIRD MANAGER, INC., a Delaware corporation, its managing member By: Print Name: Name: Nitin Motwani Title: Vice President Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2017, by , as Vice President of Miami Third Manager, Inc., a Delaware corporation, as managing member of Miami Third, LLC, a Delaware limited liability company, on behalf of the corporation and the limited liability company, who is personally known to me or has produced as identification. My Commission Expires: Notary Public, State of Florida Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 35 Packet Pg. 48 5.1.a WITNESS: MIAMI FOURTH, LLC, a Florida limited liability company By: MIAMI FOURTH MANAGER, INC., a Delaware corporation, its managing member By: Print Name: Name: Nitin Motwani Title: Vice President Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 2017, by , as Vice President of Miami Fourth Manager, Inc., a Delaware corporation, as managing member of Miami Fourth, LLC, a Delaware limited liability company, on behalf of the corporation and the limited liability company, who is personally known to me or has produced as identification. My Commission Expires: Notary Public, State of Florida Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 36 Packet Pg. 49 5.1.a WITNESS: MIAMI A/I, LLC, a Delaware limited liability company By: MIAMI A/I MANAGER, INC., a Delaware corporation, its managing member By: Print Name: Name: Nitin Motwani Title: Vice President Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2017, by , as Vice President of Miami A/I Manager, Inc., a Delaware corporation, as managing member of Miami A/I, LLC, a Delaware limited liability company, on behalf of the corporation and the limited liability company, who is personally known to me or has produced as identification. My Commission Expires: Notary Public, State of Florida Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 37 Packet Pg. 50 5.1.a WITNESS: MIAMI SPE, LLC, a Florida limited liability company By: Print Name: Name: Arthur Falcone Title: Manager Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2017, by Arthur Falcone, as manager of Miami SPE, LLC, a Florida limited liability company, on behalf of the company, who is personally known to me or has produced as identification. My Commission Expires: Notary Public, State of Florida Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 38 Packet Pg. 51 5.1.a BLOCK G PHASE 2, LLC, a Delaware limited liability company By: BLOCK G HOLDINGS, LLC, a Delaware limited liability company, its managing member By: 7TH STREET NORTH MIAMI (FL), LLC, a Delaware limited liability company, its managing member WITNESS: By: Print Name: Name: Title: Print Name: Date: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2017, by , as of 7th Street North Miami (FL), LLC, a Delaware limited liability company, as managing member of Block G Holdings, LLC, a Delaware limited liability company, as managing member of Block G Phase 2, LLC, a Delaware limited liability company, on behalf of the companies, who is personally known to me or has produced as identification. My Commission Expires: Notary Public, State of Florida Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 39 Packet Pg. 52 5.1.a WITNESS: Print Name: Print Name: Date: STATE OF FLORIDA COUNTY OF MIAMI-DADE BLOCK G PHASE 1, LLC, a Florida limited liability company By: By: SM REIT, LLC, a Delaware limited liability company Its Sole Member By: Name: Title: The foregoing instrument was acknowledged before me 2017, by , as Delaware limited liability company, on behalf of the corporation who is personally known to me or has produced My Commission Expires: this day of of SM REIT, LLC, a and limited liabiliy company, as identification. Notary Public, State of Florida Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 40 Packet Pg. 53 5.1.a WITNESS: TOWER 2, LLC, a Delaware limited liability company By: Print Name: Name: Daniel Kodsi Title: Managing Principal Print Name: Date: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of 2017, by Daniel Kodsi, as Managing Principal of Block G Holdings, LLC, a Delaware limited liability company, on behalf of the company, who is personally known to me or has produced as identification. My Commission Expires: Notary Public, State of Florida Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 41 Packet Pg. 54 5.1.a CRA: Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes WITNESS: By: Print Name: Clarence E. Woods, III Executive Director Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE ) SS: ) ATTEST: By: Todd B. Hannon Clerk of the Board APPROVED AS TO FORM AND CORRECTNESS: By: William R. Bloom CRA Special Counsel The foregoing instrument was acknowledged before me, this _ day of , 2017, by Clarence E. Woods, III, Executive Director of SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, on behalf of the agency. He/she is personally known to me or has produced as identification. Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 42 Packet Pg. 55 5.1.a JOINDER BY INCENTIVE PAYMENT ADMINISTRATOR The undersigned hereby joins in and consents to the execution of the foregoing Amended and Restated Miami WorldCenter Economic Incentive Agreement. Date: STATE OF FLORIDA COUNTY OF MIAMI-DADE MIAMI WORLDCENTER HOLDINGS, LLC, a Delaware limited liability company By: PWV GROUP 1 HOLDINGS, LLC, a Delaware limited liability company, its manager By: Name: Title: The foregoing instrument was acknowledged before me this day of 2017, by , as of PWC Group 1 Holdings, LLC, a Delaware limited liability company, as manager of Miami WorldCenter Holdings, LLC, a Delaware limited liability company, on behalf of the companies, who is personally known to me or has produced as identification. My Commission Expires: Notary Public, State of Florida Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) Packet Pg. 56 5.1.a Exhibit "A" Legal Description of Property (Folio No. 01-3137-080-0010) Tract "A" of the "Miami Worldcenter Plat 1," according to the plat thereof, as recorded in Plat Book 171, at Page 28, of the Public Records of Miami -Dade County, Florida (Multiple Folios) Tract `B" of the "Miami Worldcenter Plat 2," according to the plat thereof, as recorded in Plat Book 171 at Page 52 of the Public Records of Miami -Dade County, Florida. Parcel H-1 (Folio No. 01-0101-080-1010) The North 125 feet of Lots 1 and 2, Block 18 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida, LESS the east 10 feet of Lot 1. Parcel H-2 (portion of Folio No. 01-0101-080-1011) The South 25 feet of Lots 1 through 5, the North 12.5 feet of Lot 15, the North 25 feet of Lot 16, and the North 12.5 feet of Lots 19 and 20, Block 18 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. Parcel J-1 (Folio No. 01-0101-090-1121) The South 125 feet of Lot 14, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. Parcel J-2 (Folio No. 01-0101-090-1130) The South 125 feet of Lot 15, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. Parcel J-3 (Folio No. 01-0101-090-1052) The North 125 feet of Lot 6, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. Parcel J-4 (Folio No. 01-0101-090-1060) The North 125 feet of Lots 7 and 8, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. Parcel J-5 (Folio No. 01-0101-090-1090) The North 125 feet of Lots 9 and 10, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. LESS AND EXCEPT: The land conveyed to the City of Miami set forth in Warranty Deed recorded in Official Records Book 11622, page 2042, more particularly described as follows: The West 10 feet of the North 125 feet of Lot 10, Block 19 North, City of Miami, according to the plat thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida. Parcel J-6 (Folio No. 01-0101-090-1140) The South 147.5 feet of Lots 16, 17, 18, 19 and the South 147.5 feet of the West 40 feet of Lot 20, less the South 10 feet thereof, Block 19 North, City of Miami, according to the plat thereof, Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 44 Packet Pg. 57 5.1.a as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida, LESS AND EXCEPT the following portion of Lot 20: Begin at the Point of Intersection of the West line of the East 10.00 feet of said Lot 20 with the South line of the North 2.50 feet of said Lot 20; thence run S 02°14'17" E along the West line of the East 10.00 feet of said Lot 20 for a distance of 48.09 feet to the Point of Curvature of a circular curve concave to the West; thence run Northerly and Northwesterly along the arc of said circular curve concave to the West, having a radius of 428.88 feet, through a central angle of 06°28'41", for an arc distance of 48.15 feet to the Point of Intersection with the South line of the North 2.50 feet of said Lot 20; thence run N 87°44'14" E, along the South line of the North 2.50 feet of said Lot 20, for a distance of 2.72 feet to the Point of Beginning. Parcel J-7 (Folio No. 01-0101-090-1010) The North 121 feet of Lots 1, 2 and 3, less the East 10 feet of Lot 1, Block 19, North City of Miami, according to the plat thereof, as recorded in Plat Book B, at Page 41, of the Public Records of Miami - Dade County, Florida, LESS AND EXCEPT the following portion of such Lot 1: Begin at the Point of Intersection of the North line of said Lot 1 with the West line of the East 10.00 feet of said Lot 1; thence run S 87°44'35" W, along the North line of said Lot 1; for a distance of 40.00 feet to the Northwest corner of said Lot 1; thence run S 02°14'15" E, along the West line of said Lot 1, for a distance of 65.00 feet to the Point of Intersection with the South line of the North 65.00 feet of said Lot 1; thence run N 87°44'35" E, along the South line of the North 65.00 feet of said Lot 1, for a distance of 11.88 feet; thence run S 12°49'23" E for a distance of 56.95 feet to the Point of Intersection with the North line of the South 29.00 feet of said Lot 1, thence run N 87°44'14" E, along the North line of the South 29.00 feet of said Lot 1, for a distance of 17.67 feet to the Point of Intersection with the West line of the East 10.00 feet of said Lot 1; thence run N 02°14'17" W, along the West line the East 10.00 feet of said Lot 1, for a distance of 120.98 feet to the Point of Beginning Parcel J-8 (Folio No. 01-0101-090-1050) The North 125 feet of Lot 4, Block 19, North, City of Miami, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel J-9 (Folio No. 01-0101-090-1051) The North 125 feet of Lot 5, Block 19, North, City of Miami, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel J-10 (Folio No. 01-0101-090-1030) \The South 25 feet of lots 1 through 10, the North 25 feet of Lots 11, 13, 14 and 15, the North 15 feet of Lot 12, the North 2.5 feet of Lots 16 through 19, the North 2.5 feet of the West 40 feet of Lot 20, and the North 25 feet of the East 10 feet of Lot 20, Block 19 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. and The North 4 feet of the South 29 feet of Lots 1 through 3, Block 19 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 45 Packet Pg. 58 5.1.a U-Haul Parcel (Folio No. 01-0101-090-1100, 01-0101-090-1100, & 01-0101-090-1120) Lots 11, 12 and 13, Block 19 North, Map of Miami, as recorded in Plat Book "B," Page 41, of the Public Records of Miami -Dade County, Florida; LESS AND EXCEPTING THEREFROM the North 15.00 feet and North 40.00 feet of the South 125.00 feet of the West 10.00 feet of Lot 11; and the North 15.00 of said Lot 12, and the North 25.00 feet of said Lot 13. Parcel K-1 (Folio No. 01-0102-030-1010) The North 30 feet of the South 75 feet of Lots 1 and 2, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book `B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-2 (Folio No. 01-0102-030-1020) The North one half of Lots 1 and 2, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-3 (Folio No. 01-0102-030-1030) The South 45 feet of Lots 1 and 2, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-4 (Folio No. 01-0102-030-1040) Lot 3, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-5 (Folio No. 01-0102-030-1060) Lot 6, LESS the North 10 feet thereof, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-6 (Folio No. 01-0102-030-1070) Lots 7 and 8, LESS the North 8 feet thereof, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book `B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-7 (Folio No. 01-0102-030-1100) The South 50 feet of Lots 9 and 10, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-8 (Folio No. 01-0102-030-1120) The South one half of Lot 11, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book `B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-9 (Folio No. 01-0102-030-1130) The South one half of Lot 12, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book `B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-10 (Folio No. 01-0102-030-1140) Lot 13, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book `B", at Page 41 of the Public Records of Miami -Dade County, Florida. Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 46 Packet Pg. 59 5.1.a Parcel K-11 (Folio No. 01-0102-030-1200) The South 85 feet of Lot 19, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-12 (Folio No. 01-0102-030-1210) The North 65 feet of Lot 19 and the North 65 feet of Lot 20, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-13 (Folio No. 01-0102-030-1220) The South 85 feet of Lot 20, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book `B", at Page 41 of the Public Records of Miami -Dade County, Florida. Parcel K-14 (Folio No. 01-0102-030-1050) Lots 4 and 5, Block 23, North, City of Miami, according to the map or plat thereof, recorded in Plat Book B, Page 41, of the public records of Miami -Dade County, Florida. Parcel K-15 (Folio No. 01-0102-030-1090) The South 50 feet of the North 100 feet of Lots 9 and 10, Block 23, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel K-16 (Folio No. 01-0102-030-1110) The South 25 feet of the North 75 feet of Lots 11 and 12, and the North 50 feet of Lots 11 and 12, Block 23, MIAMI NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Parcel K-17 (Folio No. 01-0102-030-1080) The North 50 feet of Lots 9 and 10, Block 23 North, CITY OF MIAMI, according to the plat thereof as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Block 58 — South of FEC R.O.W. (Folio No. 01-0105-080-1070, 01-0105-080-1080, 01-0105-080-1090, 01-0105-080-1100, & 01-0105-080-1110) The South 120 feet of Lots 11, 12, 13, and 14, all in Block 58, NORTH CITY OF MIAMI, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Block 58 — South of FEC R.O.W. (Folio No. 01-0105-080-1120) The South 120 feet of Lots 19 and 20, less the East 10 feet of Lot 20, Block 58, NORTH OF CITY OF MIAMI, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida. Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 47 Packet Pg. 60 5.1.a Exhibit `B" The Proiect MIAMI WORLD CENTER is mixed use development consisting of two (2) master Phases in multiple sub -phases. Below is a summary of the anticipated phasing of the Project with all Anticipated Development Values being good faith projections as of the date of the Agreement of which this exhibit is a part. PHASE 1: Tract A —11.83 acres +/- i. Phase I Retail: Not less than 360,000 gross square feet of retail space on four blocks within the Project comprised of two parts: (i) Part A — 200,000 gross square feet of retail space; and (ii) Part B — 160,000 gross square feet of retail space. Anticipated Development Value: $60 million ii. Tract A Condominium: Not less than 500-unit condominium tower on approximately 2.3559 acres of land. Anticipated Development Value: $350 million iii. Tract A Apartments: Not less than 400-apartment units to be constructed in one building. Anticipated Development Value: $125 million iv. Tract A Commercial: Not less than 200,000 gross square feet commercial and/or office building. Anticipated Development Value: $165 million v. Tract A Mixed -Use Building: Not less than 100,000 gross square foot of mixed -use building. Anticipated Development Value: $60 million vi. Tract A Garages: Two (2) parking garages containing not less than 1,600 spaces to be constructed concurrently with the Phase I Retail. Anticipated Development Value: $70 million Block G — 1.78 acres +/- i. Block G Apartments — Phase I: 400 multi -family apartments with 16,000 gross square feet of retail space to be constructed in one tower. Anticipated Development Value: $130 million ii. Block G Apartments — Phase II: 400 multi -family apartments with 2,500 gross square feet of retail to be constructed in one tower. Anticipated Development Value: $115 million Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 48 Packet Pg. 61 5.1.a PHASE 2: Phase 11- Block E Anticipated Development Value: $155 million • Program undefined Phase II - Block A Anticipated Development Value: $310 million • Program undefined Phase II - Block B Anticipated Development Value: $231 million • Program undefined Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) 49 Packet Pg. 62 5.1.a Exhibit "C" Estimated T1F by Phase PHASE I Estimated Phase Completion Tract A Retail ➢ Anticipated Development Value: $60 million January 1, 2019 ➢ Estimated TIF: $596,584 Tract A Condominium ➢ Anticipated Development Value: $350 million January 1, 2019 ➢ Estimated TIF: $3,480,075 Tract A Apartments ➢ Anticipated Development Value: $125 million January 1, 2021 ➢ Estimated TIF: $1,242,884 Tract A Commercial ➢ Anticipated Development Value: $165 million January 1, 2021 ➢ Estimated TIF: $1,640,607 Tract A Mixed -Use Building ➢ Anticipated Development Value: $60 million January 1, 2021 ➢ Estimated TIF: $596,584 Tract A Garages ➢ Anticipated Development Value: $70 million January 1, 2019 ➢ Estimated TIF: $695,015 Block G Apartments — Phase I ➢ Anticipated Development Value: $130 million January 1, 2021 ➢ Estimated TIF: $1,292,599 Block G Apartments — Phase H ➢ Anticipated Development Value: $115 million January 1, 2021 ➢ Estimated TIF: $1,143,453 Phase I Total Anticipated Development Value: $1.075 billion Phase I Total Estimated TIF: $10,687,801 Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) Packet Pg. 63 5.1.a PHASE II Phase 11- Block E ➢ Anticipated Development Value: $155 million ➢ Estimated TIF: $1,541,176 Phase I1- Block A ➢ Anticipated Development Value: $310 million ➢ Estimated TIF: $3,082,352 Phase II - Block B ➢ Anticipated Development Value: $231 million ➢ Estimated TIF: $2,296,849 Phase II Total Anticipated Development Value: $696 million Phase H Total Estimated TIF: $6,920,376 Total Project Anticipated Development Value: $1.771 billion Total Project Estimated TIF: $17,608,177 January 1, 2024 January 1, 2025 January 1, 2025 Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) Packet Pg. 64 5.1.a Exhibit "D" Public Infrastructure Improvements Miami World Center Public Improvements — As of 10-27-2016 # Description Coastal/Tishman Amount 1. Metro Mover Station Improvements $4,500,000 2. Parking Space Mitigation $2,256,200 3. Water Distribution & Wastewater Collection Systems $8,288,500 4. Storm Water Management System & Roadway Improvements $14,110,300 5. FPL — Power Distribution Improvements $3,324,400 6. Telecommunication Improvements $1,581,500 7. Miscellaneous Improvements $4,299,000 8. Landscaping & Hardscape $8,952,300 9. Signalization $3,170,300 10 Water Features $300,000 11 Contingency for Other Conditions $2,000,000 12 Contingency for Unforeseen Utility Relocations $1,000,000 13 Escalation 5% (without parking) $2,200,000 14 GRAND TOTAL WITHOUT PARKING $55,982,500 Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) Packet Pg. 65 5.1.a Exhibit "E-1" Redevelopment Area SOUTHEAST OVERTOWN/PARK WEST BOUNDARY MAP MY N:,ST Si • • Nn:]ND1SM *ft MD Its SN2`STS stA *an 1 ww Moo ITS *OW istm s1 vN •STn ST LEGEND //, Original Boundries '.Z-2 1985 Park West Addition Q Expanded 2009 Boundries } H.f F NV/ Ws T(11 MM1.�.. *SYIN ass *mar t/ IteSa ,,( vN IT., ST .to AT* ST __.,,.. Rb* IN. MOW i �' _ nw;Nnfl SEOPW \\,wito ,l MN 1TT. ST N( t,tH TOO N(3T1Hst G Ne ,SIV.:T • •rt•• tt 41•TM tt* a 1 N(1n(8T WO 1/RM IT NY • Tn ST ». dt n.w a tit 1'1N NI STH ST Poor a Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) Packet Pg. 66 5.1.a Exhibit "E-2" Overtown Boundaries •• ice_+ '(• y,r�I—,r•I,:1 ram — NW V.th,St"' 14126th Str St VW24t �St r- ,•�• teri , 4 ". 1 �7 N'Ex2 tti Sf• NE251h St� �• j.•� Ek4 ti Sttr 4Er23_r d"Sl "' NE�r22: 7Fst St NE-12th - t E3.dS NE 2n8St NE 1 S St p3' D ,E4ag e:,,�St �,1 SSE 12st- t 2nd-St Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) Packet Pg. 67 5.1.a Exhibit "F" CRA Bond Obligations and Grant Obligations Name Par Amount Annual Debt Service Maturity Year Mama Hattie $10 million (est) unknown Gibson Park Improvement Grant $14.1 million (See Exhibit F-1) 2030 Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) Packet Pg. 68 5.1.a Exhibit "F- 1" • 011360N PARK 'WAN tttPAYMEOT• ›ist1rd:0ity0)11, ••,P!'xitiA.L5,fibf Serr/166.. ' . SEOP Fro,IRata hare..:Of 'POP .0ty.it0 ?r kou • ' : i3140.00. itioipoi 1.110Ms't YaShare far I ntarost: PtlriQlpa 2013.,2014 •• ., • . Z..-;661r,0.01." .2)16 - . -:0.10.• : _ 0K19. : • . - , 1 ..., • •• • • , • ,K -..,2017 i.i:.... .P211 • ' ' ' '2013 ..,,....;'..'' 6'7066' " 00004,,, 2010 : • toti,,. 0140:-, !,202-0 ..,ait-06ft):60. :2021 , 16.0,(10200 2022. 40-00 'g02 • 40000. 024 408S.KFQ .,. • .:2627 2W9 tg9" 3,411;611•9 2,011,386 • Z7.00,160 2,.484484Q- ZW9,013 • I s5i1, 2030 ' - 2011" .0,198000 203,8.50 10,616,000 , 53444,708 mitapoThr.apilll'2000 (.4e0PWPrittak.p1417.0te,1• Pririoljaat . - . rjOtkoof; ;0•4006 DQ0,900 , 000,004 0001•6 it20.00' 441„.66Q: 40.4„:21 :447,1P2 "411.M. .68 000,70 §9-740.1 0006 PVT, 040 44(4069: 44b,000. -440,;05. 44.0,069.! 431 221 ,412,10.91' 03;0e! '.3.73c041 :M03: PO1460. A.202 00:644 1110, 6$2 711, Q. ea 13491 706,6gf 11:01,13t4 M.1170, Atqft 452,20$ 140,D56 • 44059: .440-00 440;OP :631,,§34 • .8,33,0V 8.36.,346. 80T354 44201)6: 144,303 ;64700; (860;182. '65311904' 057,,660 001.00 605,00 630,791 • • ai0`00 0 03 '$60.. `4 ti ;2 3:5Q, '(,j-dit•e•io--Amo,-cot) Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) Packet Pg. 69 5.1.a Exhibit "G" First Source Hiring Agreement Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) Packet Pg. 70 5.1.a Attachment: File # 1715- Exhibit (1715 : Resolution Amending Miami WorldCenter Economic Incentive Agreement) Packet Pg. 71 5.2 SEOPW Board of Commissioners Meeting January 30, 2017 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: January 24, 2017 File: 1705 From: Clarence E. Woods, (1-) Executive Director Subject: Resolution Authorizing the Execution of a Streetlight Maintenance Agreement with Horsepower Electric Enclosures: File # 1705 - Backup BACKGROUND: The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") authorizes the execution of a professional services agreement between the CRA and Horsepower Electric, Inc. to provide streetlight maintenance services on CRA maintained streetlights for a one (1) year period with the option of four (4) additional one (1) year periods, in an amount not exceed $14,227.20 per year. On September 15, 2016, the CRA issued Request for Proposals ("RFP") No. 16-06 for Streetlight Maintenance Services in the Redevelopment Area. On October 18, 2016, the CRA received one (1) response to RFP 16-06 from Horsepower Electric, Inc. Horsepower Electric, Inc. currently provides streetlight maintenance services to the CRA and thus far the CRA has had no issues with the services provided. Thus, it is recommended that the Board of Commissioners approve this Resolution. JUSTIFICATION: Section 2, Goal 6/Principal 10, at pages 11 and 16, of the Southeast Overtown/Park West Community Redevelopment Agency Plan lists "[i]mproving quality of life for residents," and the "[m]aintenance of public streets and spaces ... in a consistent manner ...," as a stated redevelopment objectives. FUNDING: $14,227.20 allocated from SEOPW Tax Increment Fund, entitled "Other Contractual Services" Account No. 10050.920101.534000.0000.00000. Packet Pg. 72 5.2 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: January 30, 2017 CRA Section: Brief description of CRA Agenda Item: Authorizing the execution of a professional services agreement with Horsepower Electric, Inc. and funding in an amount not to exceed $14,227.20 to maintain the streetlights within the SEOPW CRA. Project Number (if applicable): YES, there are sufficient funds in Line Item: Account Code: 10050.920101.534000.0000.00000 Amount: $ 1 4 , 2 2 7.2 0 NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Page 2 of 5 Packet Pg. 73 5.2 Approved by: Ciare ..,d E. vVo6ds, xecutive Director 1/24/2017 Approval: Miguel A Valcntirl, riance Officer 1/24/2017 Page 3 of 5 Packet Pg. 74 5.2 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 1705 Final Action Date: A RESOLUTION THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CRA AND HORSEPOWER ELECTRIC, INC. TO PROVIDE STREETLIGHT MAINTENANCE SERVICES ON CRA MAINTAINED STREETLIGHTS FOR A ONE (1) YEAR PERIOD WITH THE OPTION FOR FOUR (4) ADDITIONAL ONE (1) YEAR PERIODS, IN AN AMOUNT NOT TO EXCEED $14,227.20 PER YEAR; FUNDS ALLOCATED FROM SEOPW, "OTHER CONTRACTUAL SERVICES," ACCOUNT CODE NO. 10050.920101.534000.0000.00000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Redevelopment Plan ("Plan"); and WHEREAS, Section 2, Goal 6/Principal 10, at pages 11 and 16, of the Plan lists "[i]mproving quality of life for residents," and the "[m]aintenance of public streets and spaces ... in a consistent manner ...," as a stated redevelopment objectives; and WHEREAS, the CRA maintains certain properties which require regular maintenance, including streetlights; and WHEREAS, on September 15, 2016, the CRA issued Request for Proposals ("RFP") No. 16-06 for Streetlight Maintenance Services in the Redevelopment Area and on October 18, 2016, the CRA received one (1) response to RFP 16-06 from Horsepower Electric, Inc.; and WHEREAS, the Board of Commissioners wish to authorize the execution of a professional services agreement between the CRA and Horsepower Electric, Inc. to provide streetlight maintenance services on CRA maintained streetlights for a one (1) year period with the option of four (4) additional one (1) year periods, in an amount not exceed $14,227.20 per year; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Page 4 of 5 Packet Pg. 75 5.2 Section 2. The Board of Commissioners hereby authorizes the execution of a professional services agreement between the CRA and Horsepower Electric, Inc. to provide streetlight maintenance services on CRA maintained streetlights for a one (1) year period with the option of four (4) additional one (1) year periods, in an amount not exceed $14,227.20 per year. Section 3. Funds allocated from SEOPW Tax increment Fund, "Other Contractual Services," Account Code No. 10050.920101.534.0000.00000. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Rene Jadusi gh, Staff Co nsel G` 1/24/2017 Page 5 of 5 Packet Pg. 76 5.2.a Horsepower Electric Inc. (HE) is a Florida State Certified Electrical Contractor #E00001153 and General Contractor #CGCB01285 headquartered in South Florida specializing in: • Roadway Lighting Maintenance and Construction. • Traffic Signalization • Red Light Camera Installations • Intelligent Transportation Systems • Energy Savings (LED and Solar Solutions) HEI has a fulltime work force of over 50 employees, most of which are International Municipal Signal Association (IMSA) certified Traffic Signal and Roadway Lighting Specialists. HEI facilitates a staff of more than 60 electricians, engineers, designers, technicians, and equipment operators. Our achievements are driven by our experienced leaders and talented employees within our company. The way our company cares for, develops and encourages our people is an important part of our culture. Our approach to delivering projects is complementary, which means that we are able to put together the best groups to form a tailored project teams to deliver to our clients. We understand that typically no two projects are exactly alike and we have the experience and depth of resources to customize our approach to meet our client's needs. HEI has provided professional electrical contracting services for many governmental agencies throughout South Florida which have included: • Broward County • Miami Dade County • Miami Dade County Expressway Authority (MDX) • City of Weston • City of Sweetwater • City of Aventura • City of Sunny Isles • City of Key West • City of Miami Springs • City of Homestead • Florida Department of Transportation (FDOT) — District 6 • Florida Department of Transportation (FDOT) — District 4 • Florida Department of Transportation (FDOT) — District 8 (Florida Turnpike) HEI owns all the necessary equipment to perform the services required on this project. We have on staff full-time mechanic to maintain the operation and safety on all our equipment. HEI has an excellent safety record and strictly adheres to all safety guidelines and standards set by national, state and city regulatory agencies and trade associations. We ensure the safety of all our employees, customers and people affected by our work. HEI has developed its health and safety policy an arrangements with the assistance of its professional safety consultant, and undertakes to monitor the safet performance of all of its operations. HEI meets and exceeds the minimum qualification requirements described within the Contract Document'. of this Invitation to Bid. Attachment: File # 1705 - Backup (1705 : Resolution Authorizing the Execution of a Streetlight Maintenance Agreement with Horsepower Packet Pg. 77 5.2.a Education: BS in Construction Management Florida International University 2008 AA in Business Administration Miami Dade College 2004 Employment History: 2010- Current Horsepower Electric, Inc. General Manager 2003 - 2010 Horsepower Electric, Inc. Project Manager 1998-2002 Horsepower Electric, Inc. Estimating/Purchasing Experience 1 7 Years Licenses and Certificates -State of Florida Certified Building Contractor CBC#1259590 -I MSA Traffic Signal Senior Field Technician Level III -ATSSA Florida Advanced Refresher Work Zone Traffic Control Michael Martinez President Professional Experience Michael Martinez has 17 years of experience in the construction and maintenance of traffic signalization, roadway lighting, and intelligent transportation systems (ITS), Mr, Martinez is responsible for the successful planning, scheduling, budgeting, administration, execution, monitoring, control, and closure of projects. Key Projects AIMS Field installation Contract 20080113— Install Miami -Dade County traffic signal cabinets, replace traffic controllers, modify traffic controller (firmware and communication), installation of loops, conduits, and pull boxes. Maintenance of the controller cabinet and its components and any non -cabinet equipment modified and/or installed as part of this project. Contract Amount $1,000,000.00, 2008-2011 Red Light Camera Traffic Safety Program Contract BOAHP07122010 — Installation of CCTV cameras, photo enforcement cameras, vehicular detectors, and wireless communication systems throughout south and central Florida area, Contract Amount $11,140,000.00, 2008- Ongoing City of Aventura Biscayne Blvd Decorative Lighting Improvements Phase III — Installation of new decorative street lighting including foundations, conduits, street light poles, wiring and electrical services. Contract Amount $489,489.00. 2013-2015 Design -Build -Operate -Maintain Contract for Street Lighting Design, Installation, Repairs and Maintenance Citywite RFP No. 352306 Contract Amount $7,500,000.00, 2014-Ongoing Miami Dade County ARRA Street Light Improvements — Installation of new street lighting including foundations, conduits, street light poles, wiring and electrical services. Contract Amount $643,367. 2011 FDOT Contract E-6E72 Limited Access Roadway Lighting Maintenance and Repairs — Providing performance limited access roadway lighting maintenance and repairs on SR826 (Palmetto Expressway), 1-395 (McArthur Causeway), 1-195 (Julia Tuttle Causeway), SR9A (1-95), SR913 and SR970 in Miami -Dade County. Contract Amount $678,623.00. 2008-2011 Design -Build Services for Mast Arm Conversion Group 1 Contract No. N1030013P1 — Mast arm conversion for 20 intersections throughout Broward County including drill shaft and structures, traffic signals, traffic controller cabinet, sidewalk and curbs, milling and resurfacing, signing and pavement markings. Contract Amount $8,795,347.00, 2013-2015 FDOT Contract T6317 US1 @ SW 17 Ave Intersection Improvement — Installation of DMS structure and sign, minor widening, traffic signalization, guardrail, milling and resurfacing, signing and pavement marking. Contract Amount $611,611 00, 2013-2014 Design -Build Services for Mast Arm Conversion Group 2 Contract No. T1200109P1 — Mast arm conversion for 20 intersections throughout Broward County including drill shaft and structures, traffic signals, traffic controller cabinet, sidewalk and curbs, milling and resurfacing, signing and pavement markings, Contract Amount $8,145,334.00, 2015-Ongoing FDOT Contract E-6J90 Design -Build 1-95 Express DMS and Toll Sign Panel Replacement Project— Replacement of 95 Express dynamic message signs (DMS), toll sign panels and DMS confirmation Closed Circuit Television (CCTV) cameras in Miami -Dade County, integrated, tested and operated from the SunGuide Transportation Management Center (TMC). Contract Amount $3,017,017.17, 2015-Ongoing Attachment: File # 1705 - Backup (1705 : Resolution Authorizing the Execution of a Streetlight Maintenance Agreement with Horsepower HORSEPOWER ELECTRIC, INC. Packet Pg. 78 y{"CH E,t 5.2.a ITF ., STATE OF FLORIDA ° DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION ELECTRICAL CONTRACTORS LICENSING BOARD 2601 BLAIR STONE ROAD TALLAHASSEE FL 32399-0783 ORTIZ, HECTOR P HORSEPOWER ELECTRIC INC 8105 WEST 20TH AVE HIALEAH FL 33014 Congratulations! With this license you become one of the nearly one million Floridians licensed by the Department of Business and Professional Regulation. Our professionals and businesses range from architects to yacht brokers, from boxers to barbeque restaurants, and they keep Florida's economy strong. Every day we work to improve the way we do business in order to serve you better. For information about our services, please log onto wwwsnyfloridalicense.com. There you can find more information about our divisions and the regulations that impact you, subscribe to department newsletters and learn more about the Department's initiatives. Our mission at the Department is. License Efficiently, Regulate Fairly. We constantly strive to serve you better so that you can serve your customers, Thank you for doing business in Florida, and congratulations on your new license! RICK SCOTT, GOVERNOR (850) 487-1395 STATE OF FLORIDA DEPARTMENT OF BUSINESS AND 3t-,1I'r PROFESSIONAL REGULATION EC0001153 ISSUED: 09/04/2016 CERTIFIED ELECTRICAL CONTRACTOR ORTIZ, HECTOR P HORSEPOWER ELECTRIC INC IS CERTIFIED under the provisions of Ch 489 FS. Expiration dale AUG 31 2018 L1509040003093 DETACH HERE KEN LAWSON, SECRETARY STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION ELECTRICAL CONTRACTORS LICENSING BOARD LICENSE NUMBER The ELECTRICAL CONTRACTOR Named below IS CERTIFIED Under the provisions of Chapter 489 FS. Expiration date: AUG 31, 2018 ORTIZ, HECTOR P HORSEPOWER ELECTRIC INC 8105 WEST 20TH AVE HIALEAH FL 33014 DISPLAY AS REQUIRED BY LAW 0 Packet Pg. 79 7J Attachment: File # 1705 - Backup (1705 : Resolution Authorizing the Execution of a Streetlight Maintenance Agreement with Horsepower ISSUED: 09/04/2016 SEQ # L1609040003 STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION 5.2.a CONSTRUCTION INDUSTRY LICENSING BOARD (850) 487-1395 2601 BLAIR STONE ROAD TALLAHASSEE FL 32399-0783 MARTINEZ, HENRY GEORGE HORSEPOWER ELECTRIC INC 1049 READING COURT WINTER PARK FL 32792 Congratulations! With this license you become one of the nearly one million Floridians licensed by the Department of Business and Professional Regulation. Our professionals and businesses range from architects to yacht brokers, from boxers to barbeque restaurants, and they keep Florida's economy strong. Every day we work to improve the way we do business in order to serve you better. For information about our services, please log onto www.myfloridalicense.com There you can find more information about our divisions and the regulations that impact you, subscribe to department newsletters and learn more about the Departments initiatives. Our mission at the Department is: License Efficiently, Regulate Fairly. We constantly strive to serve you better so that you can serve your customers. Thank you for doing business in Florida, and congratulations on your new license! STATE OF FLORIDA (Cih• DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION CGCB01285 ISSUED: 08/23/2016 CERTIFIED GENERAL CONTRACTOR MARTINEZ, HENRY GEORGE HORSEPOWER ELECTRIC INC. IS CERTIFIED under the provisions of Ch.489 FS. Expiration date . AUG 31. 2018 11608230002963 DETACH HERE RICK SCOTT, GOVERNOR KEN LAWSON, SECRETARY STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION CONSTRUCTION INDUSTRY LICENSING BOARD CGCB01285 The GENERAL CONTRACTOR Named below IS CERTIFIED Under the provisions of Chapter 489 FS. Expiration date: AUG 31, 2018 MARTINEZ, HENRY GEORGE HORSEPOWER ELECTRIC INC. 1049 READING COURT WINTER PARK FL 32792 El WV: 0 Attachment: File # 1705 - Backup (1705 : Resolution Authorizing the Execution of a Streetlight Maintenance Agreement with Horsepower Packet Pg. 80 SEQ# L1608230002 oa ISSUED: 08/23/2016 DISPLAY AS REQUIRED BY LAW 5.2.a HORSEPOWER October 17, 2016 ELECTRIC, INC. 8105 West 20th Avenue, Hialeah, Florida 33014-3231 TEL (305) 819-4060 FAX (305) 819-4222 Mr. Brian Zeltsman Director of Architecture and Development Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2 Ave, 3rd Floor Miami, FL 33136 Re: Price Proposal — Street Light Maintenance Services RFP Number 16-06 Streetlight Locations and Quantity • Parking Lot 58 — 6 poles • Parking Lot 59 — 4 poles • Sawyers Walk (NW 7th Street from NW 2nd Ave to NW 3rd Ave) — 22 poles • 9th Street (Miami Avenue — NW 1st Avenue) —21 poles • 9th Street Pedestrian Mall — 26 poles • 9th Street (NW 2nd Avenue to NW 3rd Avenue) — 9 poles • Black Police Precinct Bldg. Parking Lot (480 NW 11th Street) — 6 poles • Parking Lot 3 — 6 poles • Parking Lot 4 — 4 poles Monthly Total = 104 poles x $11.40/month per pole = $1,185.60 /monthly Annual Total = 104 poles x $11.40/month per pole x 12 months = $14,227.20/annually Price does not include furnishing new street light poles due to missing poles, theft, vandalism, or vehicle knock downs. Price does not include replacing wires due to wire theft. Thank you Michael Martinez President Attachment: File # 1705 - Backup (1705 : Resolution Authorizing the Execution of a Streetlight Maintenance Agreement with Horsepower "PRIDE IN QUALITY" Packet Pg. 81 5.3 SEOPW Board of Commissioners Meeting January 30, 2017 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: January 24, 2017 File: 1706 From: Clarence E. Woods,. Executive Director Subject: Resolution Authorizing a Grant for Folklife Fridays Enclosures: File # 1706 - Backup BACKGROUND: The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") authorizes the issuance of a grant, in an amount not to exceed $120,000, to New Washington Heights Community Development Conference, Inc. ("New Washington Heights") to underwrite costs associated with the continued operation of "Folklife Fridays", a monthly open-air market, to be held on the 9th Street Pedestrian Mall during the 2017 calendar year. New Washington Heights developed "Folklife Fridays", a monthly open-air market that showcases various local vendors selling a variety of items, such as arts and crafts, books, jewelry, clothing, and food, on the 9th Street Pedestrian Mall. The event is held every first Friday of the month from 11 a.m.-4 p.m. Since 2010, the Board of Commissioners has supported New Washington Heights' operation of "Folklife Fridays" by Resolution Nos. CRA-R-11-0005, CRA-R-11-0016, CRA-R-12-0030, CRA-R-13-0010, CRA- R-14-0017, CRA-R-14-0072, and CRA-R-15-0056. New Washington Heights has requested assistance with continuing "Folklife Fridays" for the 2017 calendar year. JUSTIFICATION: Section 2, Goal 5, at page 11, of the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan") lists the [p]romotion and marketing of the community," as a stated redevelopment goal. Section 2, Principles 6 and 14, at pages 15-16, of the Plan list the promotion of "local cultural events, institutions, and businesses," and "restor[ing] a sense of community and unify[ing] the area culturally," as stated redevelopment principles. FUNDING: $120,000 allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids" Account No. 10050.920101.883000.0000.00000. Packet Pg. 82 5.3 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: January 30, 2017 CRA Section: Brief description of CRA Agenda Item: Authorizing a grant in an amount not to exceed $120,000 for Folklife Friday's Project Number (if applicable): YES, there are sufficient funds in Line Item: Account Code: 10050.920101.534000.0000.00000 Amount: $1 2 0 , 0 0 0.0 0 NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Approved by: Ciar'`tfWo`ods, Executive Director — 1/24/2017 Approval: Miguel A valbntiO, F iriarice Officer 1/24/2017 Page2of4 Packet Pg. 83 5.3 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 1706 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT, IN AN AMOUNT NOT TO EXCEED $120,000, TO NEW WASHINGTON HEIGHTS COMMUNITY DEVELOPMENT CONFERENCE, INC. ("NEW WASHINGTON HEIGHTS") TO UNDERWRITE COSTS ASSOCIATED WITH THE CONTINUED OPERATION OF "FOLKLIFE FRIDAYS", A MONTHLY OPEN-AIR MARKET TO BE HELD ON THE 9TH STREET PEDESTRIAN MALL DURING THE 2017 CALENDAR YEAR; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; FUNDS TO BE ALLOCATED FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Redevelopment Plan ("Plan"); and WHEREAS, Section 2, Goal 5, at page 11, of the Plan lists the "[p]romotion and marketing of the community," as a stated redevelopment goal; and WHEREAS, Section 2, Principle 6, at page 15, of the Plan lists the promotion of "local cultural events, institutions, and businesses," as a stated redevelopment principle; and WHEREAS, Section 2, Principle 14, at page 16 of the Plan also lists "restaging] a sense of community and unify[ing] the area culturally," as a stated redevelopment principle; and WHEREAS, New Washington Heights Community Development Conference, Inc. ("New Washington Heights") has developed "Folklife Fridays", a monthly open-air market that showcases various local vendors selling a variety of items, such as arts and crafts, books, jewelry, clothing, and food, on the 9th Street Pedestrian Mall; and WHEREAS, since 2010 the Board of Commissioners, by Resolution Nos. CRA-R-10- 0017, CRA-R-11-0005, CRA-R-11-0016, CRA-R-12-0030, CRA-R-13-0010, CRA-R-14-0017, CRA-R-14-0072, and CRA-R-15-0056, has previously authorized the issuance of grant funding for the continued operation of "Folklife Fridays"; and Page 3of4 Packet Pg. 84 5.3 WHEREAS, the Board of Commissioners wish to authorize the issuance of a grant, in the amount not to exceed $120,000 to New Washington Heights to underwrite costs associated with the continued operation of "Folklife Fridays" during the 2017 calendar year; and WHEREAS, the Board of Commissioners finds that such a grant would further the aforementioned redevelopment goals and objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the issuance of a grant, in an amount not to exceed to $120,000, to New Washington Heights to underwrite costs associated with the continued operation of "Folklife Fridays" during the 2017 calendar year. Section 3. The Executive Director is authorized to execute all documents necessary for the purposes set forth above. Section 4. The Executive Director is authorized to disburse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation. Section 5. Funds are to be allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: �r Re.iee Jadusingh, Staff GoJnsel /24/2017 Page 4 of 4 Packet Pg. 85 (NW 91 H STREET 8 NW 2ND AVF ) ,R E , 110 New Wash ington Heights 11 AM TO 8 PM 9TH3TREET MALL Every Fst-Frja,d "44.1! . WHAT IS THE OVERTOWN FOLKLIFE FESTIVAL? C.R.A. • 1 44, THE FOLK LIFE FESTIVAL is the seed of cultural tourism and hub of economic development growing out of Overtown's 9th Street Mall run by New Washing Heights Community Development Conference. The Festival takes place on the first Friday of each month year-round. The goal of the Festival is to: • Serve as a vehicle for micro - business development and growth • Present community based cultural exemplars • Celebrate the mixed heritage of arts, music and food found in Miami's urban core • Free to the public, the Festival typically draws more than 2,000 visitors annually THE FOLK LIFE FESTIVAL EXPERIENCE Overtown's Folk Live Festival will include a line-up of interactive programs of music, song and dance, Celebratory performances, crafts and storytelling, and illustrations of Black Miami culture and of the Diaspora. FESTIVAL LINE-UP FEATURES Nov- City Commission & CRA Thank You Celebrotion for Development Projects Dec- Art Basel & X-mos Celebration JAN MLK Birthday Celebration Feb- Black History Celebration Mar- Celebrating Women Pioneers Apr- Gospel Explosion May- Urban Week Celebration Jun- End of School Youth Carnival Jul- BBQ Cook -Off Competition Aug- Youth Business Expo Sept- Bock to School Oct- Halloween Fun Zone FOLK LIFE FESTIVAL IMPACT eigr 1� Annually approx. $35,000 in new economic development activity eyr ; • s1 S '- •ilii k'wr� Celebration of Arts & Culture 200 Businesses Participated Over , 4yr Period Attachment: File # 1706 - Backup (1706 : Resolution Authorizing a Grant for Folklife Fridays) Packet Pg. 86 DIRECT COSTS - Programming Special Event Permit Requirements - Fire Special Event Permit Requirements - Police Sanitation Expenses Insurance Marketing Expenses Rental (Portable bathrooms, tents, tables, sound stage, etc) Programming Expenses Public Relations / Promotions Contingency INDIRECT COSTS - Administrative Management / Operationing Fees Program Assistant L8 '6d 49)13ed Folklit_ rridays 2017 Budget Jan-17 Feb-17 Mar-17 Apr-17 May-17 Jun-17 Jul-17 Aug-17 Sep-17 Oct-17 Nov-17 Dec-17 Total $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $6,000 $800 $800 $800 $800 $800 $800 $800 $800 $800 $800 $800 $800 $9,600 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 $6,000 $2,000 $2,000 $500 $2,700 $2,700 $500 $500 $2,700 $500 $500 $500 $500 $500 $2,700 $14,800 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $1,000 $12,000 $250 $1,000 $1,000 $250 $250 $1,000 $250 $250 $250 $250 $250 $1,000 $6,000 $833 $833 $833 $833 $833 $833 $833 $833 $833 $833 $833 $833 $10,000 $125 $700 $700 $125 $125 $700 $125 $125 $125 $125 $125 $700 $3,800 $2,900 $2,900 $2,900 $2,900 $2,900 $2,900 $2,900 $2,900 $2,900 $2,900 $2,900 $2,900 $34,800 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $1,250 $15,000 $10,658 $12,183 $12,183 $8,658 $8,658 $12,183 $8,658 $8,658 $8,658 $8,658 $8,658 $12,183 $120,000 Attachment: File # 1706 - Backup (1706 : Resolution Authorizing a Grant for Folklife Fridays) 5.4 SEOPW Board of Commissioners Meeting January 30, 2017 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: January 24, 2017 File: 1714 From: Clarence E. Woods, (1-) Executive Director Subject: Resolution Authorizing a Grant to the City of Miami for Enhanced Policing Services Enclosures: File # 1714 -Backup BACKGROUND: The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") authorizes a grant, in an amount not to exceed $750,000, to the City of Miami ("City") to underwrite costs associated with enhanced policing services within the Southeast Overtown/Park West Redevelopment Area ("Program"). The Program has allowed the City to provide enhanced police services within the Redevelopment Area by hiring six (6) additional police offices for the purpose of providing enhanced baseline police services to the Redevelopment Area. The nature of the services rendered by the Program consist of police services to supplement the general patrol within the Redevelopment Area for the purpose of providing enhanced police support to the area. This Program is meant to improve public safety by providing enhanced policing services, including, but not limited to, foot patrol, field interrogation, and intensified motorized patrol. The Board of Commissioners has previously supported the Program, as authorized by Resolution Nos. CRA-R-15-0011 and CRA-R-15-0057. The CRA now seeks to provide a grant to the City to continue the enhanced policing services for fiscal year 2016-2017. JUSTIFICATION: Since the inception of the CRA in 1982, crime has been a serious concern within the Redevelopment Area and continues to affect the CRA's ability to execute the Southeast Overtown/Park West Community Redevelopment Agency Plan ("Plan"). The CRA's Finding of Necessity states that the mere "physical environment of the Redevelopment Area is conducive for the commission of crimes, such as the sale and use of narcotics," thereby, evidencing the need to address crime within the Redevelopment Area. In an effort to enhance the general patrol services provided by the City of Miami Police Department within the Redevelopment Area, the CRA has funded several community policing innovation programs with the Redevelopment Area, such as the Police Visibility Pilot Program (CRA-R-08-0024 & CRA-R-10-0047), the ShotSpotter Flex Gunfire Alert Pilot Program (CRA-R-13-0067), and the CRA Police Pilot Program (CRA- R-14-0069 & CRA-R-15-0011). Packet Pg. 88 5.4 In order to aid in carrying out the Plan and its overall objectives, measures must be taken to address the criminal activity in the Redevelopment Area, by means provided for within the Plan and the Florida Statutes as restated herein. Section 163.335, Florida Statutes, states that the existence of slum and blighted areas greatly contributes to the spread of disease and crime causing economic and social burdens to the community, thereby negatively affecting the tax base and impairing sound growth within the community. In response to the existence of slum and blight within the State of Florida, Section 163.356, Florida Statutes allows for the creation of community redevelopment agencies to address these conditions by engaging in "community redevelopment". Section 163.340(9), Florida Statutes, therein defines "community redevelopment" in part as "undertakings, activities, or projects of a ... community redevelopment agency in a community redevelopment area ... for the reduction or prevention of crime". Moreover, Section 163.340(23), Florida Statutes provides a means for community redevelopment agencies to address crime through "community policing innovations" which is defined as "policing technique or strategy designed to reduce crime by reducing opportunities for, and increasing the perceived risks of engaging in, criminal activity through visible presence of police in the community, including, but not limited to, community mobilization, neighborhood block watch, citizen patrol, citizen contact patrol, foot patrol, neighborhood storefront police stations, field interrogation, or intensified motorized patrol." Section 163.387(1)(a), Florida Statutes, states that redevelopment trust funds "shall be used by the agency to finance or refinance any `community redevelopment' it undertakes pursuant to the approved community redevelopment plan." Further, Section 163.387(6)(h), Florida Statutes, states "[m]oneys in the redevelopment trust fund may be expended from time to time for undertakings of a community redevelopment agency as described in the community redevelopment plan for ... [t]he development of `community policing innovations-. Pursuant to the Plan, at page 128, the CRA shall be empowered "to establish, implement, and fund community policing innovations" and has incorporated therein the statutory definition of community policing innovations, stated above, at page 135 of the Plan. Further, Section 2, Goal 6, at page 11, and Principle 5, at page 14 of the Plan lists "improving quality of life for residents- and states that "[w]alking within the neighborhood must be accessible, safe, and pleasant" as stated redevelopment objectives. Section 2, Principle 1, at Page 14 of the Plan states that "walkability" is "a key component of the vibrant and healthy neighborhood." The goal of the Program is to reduce and prevent crime within the Redevelopment Area, thereby enhancing the quality of life of its residents and encouraging growth and development in the area in accordance with the Plan. FUNDING: $750,000 allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids" Account No. 10050.920101.883000.0000.00000. Page 2 of 6 Packet Pg. 89 5.4 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: January 30, 2017 CRA Section: Brief description of CRA Agenda Item: Authorizing a grant in an amount not to exceed $750,000 to the City of Miami for the SEOPW CRA Police Program. Project Number (if applicable): YES, there are sufficient funds in Line Item: Account Code: 10050.920101.883000.0000.00000 Amount: 7 5 0, 0 0 0.0 0 NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Approved by: Ciar� oods, xecutive Director 1/24/2017 Approval: Miguel A Valentin, lance Officer 1/24/2017 Page 3 of 6 Packet Pg. 90 5.4 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 1714 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING A GRANT, IN AN AMOUNT NOT TO EXCEED $750,000 TO THE CITY OF MIAMI TO UNDERWRITE COSTS ASSOCIATED WITH ENHANCED POLICING SERVICES WITHIN THE REDEVELOPMENT AREA; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; ALLOCATING FUNDS FROM SEOPW, "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Redevelopment Plan ("Plan"); and WHEREAS, Section 163.335, Florida Statutes, states that the existence of slum and blighted areas greatly contributes to the spread of disease and crime causing economic and social burdens to the community, thereby negatively affecting the tax base and impairing sound growth within the community; and WHEREAS, in response to the existence of slum and blight within the State of Florida, Section 163.356, Florida Statutes allows for the creation of community redevelopment agencies to address these conditions by engaging in "community redevelopment;" and WHEREAS, Section 163.340(9), Florida Statutes, defines "community redevelopment" in part as "undertakings, activities, or projects of a ... community redevelopment agency in a community redevelopment area ... for the reduction or prevention of crime;" and WHEREAS, Section 163.340(23), Florida Statutes provides a means for community redevelopment agencies to address crime through "community policing innovations" which is defined as "policing technique or strategy designed to reduce crime by reducing opportunities for, and increasing the perceived risks of engaging in, criminal activity through visible presence of police in the community, including, but not limited to, community mobilization, neighborhood block watch, citizen patrol, citizen contact patrol, foot patrol, neighborhood storefront police stations, field interrogation, or intensified motorized patrol;" and Page 4 of 6 Packet Pg. 91 5.4 WHEREAS, Section 163.387(1)(a), Florida Statutes, states that redevelopment trust funds "shall be used by the agency to finance or refinance any community redevelopment it undertakes pursuant to the approved community redevelopment plan;" and WHEREAS, Section 163.387(6)(h), Florida Statutes, states "[m]oneys in the redevelopment trust fund may be expended from time to time for undertakings of a community redevelopment agency as described in the community redevelopment plan for ... [t]he development of `community policing innovations';" and WHEREAS, the Plan at page 128, states that the CRA shall be empowered "to establish, implement, and fund community policing innovations" and has incorporated therein the statutory definition of community policing innovations, stated above, at page 135 of the Plan; and WHEREAS, Section 2, Goal 6, at page 11, of the Plan lists the "[i]mproving quality of life for residents of the Redevelopment Area", as a stated redevelopment goal; and WHEREAS, Section 2, Principle 5, at page 14, of the Plan provides that "[w]alking within the neighborhood must be accessible, safe, and pleasant" as a stated redevelopment principal; and WHEREAS, Section 2, Principle 1, at Page 14 of the Plan states that "walkability" is "a key component of the vibrant and healthy neighborhood;" and WHEREAS, the Board of Commissioners, by Resolution No. CRA-R-15-0011 and CRA- R-15-0057, has previously authorized grants to the City of Miami to enhanced policing services within the Southeast Overtown/Park West Redevelopment Area ("Program"); and WHEREAS, the CRA now seeks to provide a grant to the City to continue the Program for fiscal year 2016-2017; and WHEREAS, the Board of Commissioners wish to authorize a grant, in an amount not to exceed $750,000, to the City to underwrite costs associated with enhanced policing services within the Redevelopment Area; and WHEREAS, the Board of Commissioners finds that the adoption of this Resolution would further the aforementioned redevelopment objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes a grant, in an amount not to exceed $750,000, to the City of Miami to underwrite costs associated with enhanced policing services within the Redevelopment Area. Section 3. The Executive Director is authorized to disburse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation. Page 5 of 6 Packet Pg. 92 5.4 Section 4. The Executive Director is authorized to execute all documents necessary for said purpose. Section 5. Funds are to be allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Re.iee Jadusingh, Staff Gotinsel h 1124/2017 Page 6 of 6 Packet Pg. 93 5.4.a (City DANIEL J. ALFONSf City Manager Mr. Clarence E. Woods, III Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2 Avenue Miami, FL 33136 RE: Request to Renew the Contract for the Southeast Overtown/ Park West CRA Police Officers. Dear Mr. Woods: Thank you for affording the City of Miami Police Department the opportunity to provide supplemental police services for the Southeast Overtown/Park West (SEOPW) Redevelopment Areas. The SEOPW CRA police officers have made great strides in building community relationships and improving the quality of life for the residents. However, the contract to authorize these services expires on September 30, 2016. Therefore, I am respectfully requesting that the contract between the City of Miami Police Department and the Southeast Overtown/Park West Community Redevelopment Agency be renewed to continue the provision of supplemental police services through September 30, 2017. Should you have any questions, please do not hesitate to contact Commander Dana Carr at (305) 244-6126. RL:LC:EF:dc M1A 100 n Century of -Service Sincerely, ,f�l,B7 r L- Rodolfo Llanes Chief of Police MIAMI POLICE DEPARTMENT/P.O. BOX 016777 / Miami, Florida 33101 / (305) 603-6100 E-Mail Address: chiefofpolice«miami-police.org Attachment: File # 1714 -Backup (1714 : Resolution Authorizing a Grant to the City of Miami for Enhanced Policing Services) Packet Pg. 94 SEOPW CRA Detail - Enhanced Police Detail Budget 2016-2017 5.4.a SEOPW CRA Budget for Salary & Benefits for Fiscal Year 2016-2017 Salary and Benefits for 5 Police Officers Salary and Benefits for 1 Police Sergent Total Budget for Salary & Benefits for Fiscal Year 2016-2017 Projected SEOPW CRA Budget for Misc. Equipment Repair/Replacement for Fiscal Year 2016-2017 $498,605.00 $158,129.00 $656,734.00 $25,000.00 Projected SEOPW CRA Overtime Budget for Fiscal Year 2016-2017 Overtime Hours per Number of Total Overtime Budget by Rank Hourly Rate Number of Officers Week weeks Hourly Rate Officer $36.45 4 5 52 $37,908.00 Officer $40.19 1 5 52 $10,449.40 Sergeant $59.88 1 5 52 $15,568.80 Projected Overtime Budget for Fiscal Year 2016-2017 $63,926.20 Possible Projected FOP Contractual Wage Increase and Step Raises by 1.08% 1.08 $69,040.30 Total Projected Budget Fiscal Year 2016-2017* $750,774.30 *The FOP Contractual Wage Increase and Step Raises amount was used as the projected overtime budget amount. Attachment: File # 1714 -Backup (1714 : Resolution Authorizing a Grant to the City of Miami for Enhanced Packet Pg. 95