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HomeMy WebLinkAboutOMNI CRA 2017-04-19 Agenda PacketCity of Miami 3500 Pan American Dr Miami, FL 33133 www.miamigov.com Meeting Agenda Wednesday, April 19, 2017 4:30 PM Temple Israel of Greater Miami 137 NE 19th Street Miami, FL 33136 OMNI Community Redevelopment Agency Ken Russell, Chair Francis Suarez, Vice Chair Wifredo (Willy) Gort, Board Member, District 1 Frank Carollo, Board Member, District 3 Keon Hardemon, Board Member, District 5 OMNI and MIDTOWN CRA OFFICE ADDRESS: 1401 N. Miami Avenue, 2nd Floor, Miami 33136 Phone: (305) 679-6868 www.miamicra.com OMNI Community Redevelopment Agency Meeting Agenda April 19, 2017 ROLL CALL RESOLUTIONS 1. OMNI CRA RESOLUTION 2096 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") DIRECTING THE EXECUTIVE DIRECTOR TO STUDY AND ASSESS WHAT THE BEST AND HIGHEST USE IS FOR THE CRA-OWNED PROPERTY LOCATED AT 50 NW 14 STREET, MIAMI, FLORIDA. 2. OMNI CRA RESOLUTION 2098 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA"), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS PURSUANT TO SECTIONS 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, AS ADOPTED BY THE CRA; WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE CRA; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH POPLIFE ENTERTAINMENT GROUP, LLC, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE PROVISION OF PROGRAMMING, MARKETING, AND BRANDING SERVICES RELATED TO APPROXIMATELY SEVEN (7) ACRES OF FLORIDA DEPARTMENT OF TRANSPORTATION OWNED LAND ABUTTING INTERSTATE 395 IN THE OMNI REDEVELOPMENT AREA FOR A CONTRACT PERIOD OF EIGHT (8) MONTHS AT A MONTHLY CONTRACT AMOUNT OF $5,000.00; ALLOCATING FUNDS FROM OMNI INCREMENT FUND, "OTHER GRANTS AND AIDS", ACCOUNT CODE NO. 10040.920101.883000.0000.00000. 3. OMNI CRA RESOLUTION 2100 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A PURCHASE AND SALE AGREEMENT ("AGREEMENT"), IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, BETWEEN THE CRA AND BIG TIME EQUIPMENT INC. FOR THE ACQUISITION OF REAL PROPERTY LOCATED AT 1367 N. MIAMI AVENUE, MIAMI, FLORIDA 33136, CONTAINING AN APPROXIMATE TOTAL ADJUSTED AREA OF 14,820 SQUARE FEET ("PROPERTY"), AS LEGALLY DESCRIBED IN THE AGREEMENT, , FOR A TOTAL PURCHASE PRICE NOT TO EXCEED FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($5,500,000.00), CONTINGENT UPON THE CRA OBTAINING A WRITTEN APPRAISAL FROM A LICENSED FLORIDA APPRAISER STATING THAT THE APPRAISED VALUE OF THE PROPERTY IS AT A MINIMUM THE REFERENCED AMOUNT HEREIN; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING ANY AMENDMENTS AND MODIFICATIONS TO SAID AGREEMENT, IN A FORM ACCEPTABLE TO THE GENERAL OMNI Community Redevelopment Agency Page 2 Printed on 4/11/2017 OMNI Community Redevelopment Agency Meeting Agenda April 19, 2017 COUNSEL, THAT MAY BE NECESSARY TO EFFECTUATE SAID ACQUISITION; ALLOCATING FUNDS FROM ACCOUNT TITLED PURCHASE OF REAL PROPERTY 10040.920501.661000.0000.00000, IN A TOTAL AMOUNT NOT TO EXCEED FIVE MILLION SIX HUNDRED SIXTY- FIVE THOUSAND DOLLARS ($5,665,000.00), TO PROVIDE FOR THE COST OF SAID ACQUISITION, INCLUSIVE OF THE COST OF A SURVEY, ENVIRONMENTAL REPORT, TITLE INSURANCE, AND RELATED CLOSING COSTS ASSOCIATED WITH SAID ACQUISITION, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT. 4. OMNI CRA RESOLUTION 2101 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE EXECUTIVE DIRECTOR TO BEGIN NEGOTIATIONS WITH THE SCHOOL BOARD OF MIAMI-DADE COUNTY ("SCHOOL BOARD") IN ORDER TO ACHIEVE A COLLABORATIVE PARTNERSHIP WITH THE SCHOOL BOARD FOR THE FUTURE DEVELOPMENT OF PROPERTIES WITHIN THE CRA REDEVELOPMENT AREA. 5. OMNI CRA RESOLUTION 2102 A RESOLUTION OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") REAFFIRMING ITS OBLIGATION TO FUND ENVIRONMENTAL REMEDIATION EXPENDITURES AT BICENTENNIAL PARK LOCATED AT 1075 BISCAYNE BOULEVARD, MIAMI, FLORIDA IN THE TOTAL AMOUNT NOT TO EXCEED TWO MILLION DOLLARS ($2,000,000.00); AUTHORIZING THE EXECUTIVE DIRECTOR TO ISSUE AN IMMEDIATE DISBURSEMENT OF OUTSTANDING REIMBURSEMENT PAYMENTS IN THE AMOUNT OF $173,432.53; AUTHORIZING THE EXECUTIVE DIRECTOR, AT HIS DISCRETION, TO DISBURSE THE PAYMENTS ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, AFTER THE CITY OF MIAMI HAS AUTHORIZED PAYMENT AND UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; AND FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL NECESSARY DOCUMENTS, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, FOR SUCH PURPOSES. 6. OMNI CRA RESOLUTION 2103 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("OMNI CRA"), WITH ATTACHMENT(S), ACCEPTING AND ADOPTING THE OMNI CRA'S AMENDED BUDGET FOR THE FISCAL YEAR COMMENCING OCTOBER 1, 2016 AND ENDING SEPTEMBER 30, 2017; FURTHER DIRECTING THE EXECUTIVE DIRECTOR TO TRANSMIT A COPY OF THE AMENDED BUDGET TO THE CITY OF MIAMI AND MIAMI-DADE COUNTY. 7. OMNI CRA RESOLUTION 2104 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH ATTACHMENTS, AUTHORIZING THE EXECUTIVE OMNI Community Redevelopment Agency Page 3 Printed on 4/11/2017 OMNI Community Redevelopment Agency Meeting Agenda April 19, 2017 DIRECTOR TO EXECUTE THE FOURTH AMENDMENT TO AN ECONOMIC INCENTIVE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH NR MAX MIAMI, LLC, A FLORIDA LIMITED LIABILITY COMPANY, FOR THE DEVELOPMENT OF THE MAX MIAMI PROJECT. DISCUSSION ITEMS 1. OMNI CRA DISCUSSION 2094 DISCUSSION ITEM REGARDING THE EXECUTIVE DIRECTOR'S NEW HIRES. 2. OMNI CRA DISCUSSION 2095 DISCUSSION ITEM REGARDING THE OMNI CRA'S NEW AFFORDABLE AND ATTAINABLE HOUSING PROJECTS: (1) THE ST. JOHNS AFFORDABLE HOUSING PROJECT (2) CLYDE KILLENS MANOR PROJECT (3) MICRO UNIT PROJECT ADJOURNMENT OMNI Community Redevelopment Agency Page 4 Printed on 4/11/2017 OMNI Board of Commissioners Meeting April 19, 2017 2.1 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: April 7, 2017 and Members of the CRA Board Jason Walker Executive Director File: 2096 Subject: Study and Assessment of MEC Building - 50 NW 14th Street Enclosures: BACKGROUND: The attached Resolution of the Board of the Commissioners of the Omni Redevelopment District Community Redevelopment Agency ("CRA") authorizes the Executive Director to analyze the best use of the CRA real property located at 50 NW 14th street Miami (MEC) i.e. retaining the property versus selling. JUSTIFICATION: Based on the current deallocation of funds to the Film and Entertainment industry by the State of Florida, the OMNI CRA would like to analyze the best use of the property located at 50 NW 14th Street that was obtained and renovated for the specific purpose. Consistent with Florida Statute Sec 163.370 and the 2009 OMNI Redevelopment Plan p. 165 the CRA may dispose of "any property acquired in the community redevelopment area at is fair value for uses in accordance with the community redevelopment plan." This resolution will authorize the director to get an appraisal of the property consisting of a cost benefit analysis. The OMNI CRA has adopted the City of Miami's Procurement code Section 18 Article V pertaining to the Sale or lease of CRA property. Packet Pg. 5 City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2096 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") DIRECTING THE EXECUTIVE DIRECTOR TO STUDY AND ASSESS WHAT THE BEST AND HIGHEST USE IS FOR THE CRA-OWNED PROPERTY LOCATED AT 50 NW 14 STREET, MIAMI, FLORIDA. WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") owns the real property located at 50 NW 14 Street, Miami, Florida ("Property"); and WHEREAS, the CRA is currently leasing the Property to EUE/Screen Gems Ltd., Inc. to be operated as a state of the art film studio complex; and WHEREAS, pursuant to Chapter 163 of the Florida Statutes and the 2009 Omni CRA Redevelopment Plan ("Redevelopment Plan"), the purpose of the CRA is to remove slum and blight in the Redevelopment Area; and WHEREAS, pursuant to Chapter 163 of the Florida Statutes and Section 9.1 of the Redevelopment Plan, the CRA may dispose of any property acquired in the Redevelopment Area at is fair value for uses in accordance with the Redevelopment Plan; and WHEREAS, the focus of the CRA has shifted to other methods of removal of slum and blight including but not limited to additional affordable housing; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT 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 as fully set forth in this Section. Section 2. The Executive Director is directed to study and assess what the best and highest use of the Property is in order to better accomplish the goals as established in Chapter 163 of the Florida Statutes and the Redevelopment Plan including but not limited to the potential sale and disposition of the Property subject to any binding agreements and other legal requirements. Section 3. This Resolution shall become effective immediately upon its adoption. 2.1 Packet Pg. 6 2.1 APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL Packet Pg. 7 OMNI Board of Commissioners Meeting April 19, 2017 2.2 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: April 10, 2017 and Members of the CRA Board Executive Director File: 2098 Subject: Pop Life Agreement Enclosures: 2098 Bid Waiver Memo BACKGROUND The Board of Commissioners of the Omni Redevelopment District Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2009 CRA Redevelopment Plan ("Plan"). On September 13, 2016, the CRA approved and adopted Resolution No. CRA-R-16- 0042, adopting the City of Miami's procurement ordinance as the process in which any and all services and goods are procured by the CRA. JUSTIFICATION POPLIFE ENTERTAINMENT GROUP, LLC ("PopLife"), possesses a unique and highly specialized expertise in the creation, development, and implementation of social media programming services. PopLife's expertise is more specifically defined by them being able to pre -activate public spaces, such as the FDOT owned land within the CRA, and branding it as an alternative urban venue. PopLife is an event hosting group based in the City of Miami ("City"), which has vast experience in artistic and musical programming of varying scope and sizes in "up-and-coming" urban areas in and around the City. PopLife frequently collaborates with local not for profit organizations such as the Rhythm Foundation, the Perez Miami Art Museum and the City's Artime Theater, with the goal of supporting the community in which they live and work. Section 4.4, B., D-5, at page 41; Section 4.4, C., D-1, at page 41; and Section 4.4, D., A-2, at page 42 of the Redevelopment Plan lists providing employment opportunities and upward job mobility for residents, maximizing conditions for residents to live in the area, and the elimination of conditions which contribute to blight as stated redevelopment objectives. Packet Pg. 8 2.2 The Omni CRA has redeveloped the 7 Acres of FDOT property and now being able to activate, market and promote the newly redeveloped park area will help in the overall objectives of the CRA to remove slum and blight. RECOMMENDATION In light of the above mentioned background information and in addition to PopLife's commitment to the principles identified in the CRA's plan to reduce slum and blight, and in consideration of the Executive Director's pledge to allocate grant funding to further the plan and activate the area, an approval of a bid waiver is recommended. Packet Pg. 9 City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2098 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA"), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS PURSUANT TO SECTIONS 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, AS ADOPTED BY THE CRA; WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE CRA; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH POPLIFE ENTERTAINMENT GROUP, LLC, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE PROVISION OF PROGRAMMING, MARKETING, AND BRANDING SERVICES RELATED TO APPROXIMATELY SEVEN (7) ACRES OF FLORIDA DEPARTMENT OF TRANSPORTATION OWNED LAND ABUTTING INTERSTATE 395 IN THE OMNI REDEVELOPMENT AREA FOR A CONTRACT PERIOD OF EIGHT (8) MONTHS AT A MONTHLY CONTRACT AMOUNT OF $5,000.00; ALLOCATING FUNDS FROM OMNI INCREMENT FUND, "OTHER GRANTS AND AIDS", ACCOUNT CODE NO. 10040.920101.883000.0000.00000. WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") engages in numerous activities in the community and is tasked with reducing slum and blight within the Redevelopment Area; and WHEREAS, the CRA has identified approximately seven (7) acres of Florida Department of Transportation("FDOT") owned blighted land within the Redevelopment Area abutting Interstate 395 ("Parcels") which the CRA intends to convert into a pre - activation neighborhood park and community event space ("Project"); and WHEREAS, by Resolution No. CRA-R-16-0065 adopted on December 14, 2016, the CRA engaged Urban Implementation LLC to implement the Project; and WHEREAS, the CRA desires to engage PopLife Entertainment Group, LLC ("PopLife") to brand, develop, provide social media services, and otherwise assist in the successful promotion of the Project and related community events on the Parcels; and WHEREAS, Section 4.4, B., D-5, at page 41; Section 4.4, C., D-1, at page 41; and Section 4.4, D., A-2, at page 42 of the Redevelopment Plan list providing employment opportunities and upward job mobility for residents, maximizing conditions for residents to live in the area, and the elimination of conditions which contribute to blight as stated redevelopment objectives; and 2.2 Packet Pg. 10 2.2 WHEREAS, Section 4, Goal D/ Principles A-2, C-4 and C-5, at page 42 of the Redevelopment Plan lists elimination of conditions which contribute to blight, encouraging the restoration of historic buildings, and enhancing the area's visual attractiveness to businesses and residents, by creating opportunities for new development through improvements to the public realm, as redevelopment objectives; and WHEREAS, the success of the Project will result in accomplishing the stated objectives of the Redevelopment Plan; and WHEREAS, based on the recommendation and finding of the Executive Director, it is in the CRA's best interest to authorize, by an affirmative four -fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Florida, as amended, as adopted by the CRA, to authorize the Executive Director to execute a Professional Services Agreement ("PSA"), in a form acceptable to the General Counsel, with PopLife for the provision of marketing, programming, and branding services related to approximately seven (7) acres of FDOT-owned land abutting Interstate 395 in the Redevelopment Area for a contract period of eight (8) months at a monthly contract amount of $5,000.00; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of the Resolution are adopted by reference and incorporated as fully set forth in this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written finding pursuant to Sections 18-85 and 18-86 of the City Code, as amended, as adopted by the CRA, are ratified, approved, and confirmed, and the requirements for competitive sealed bidding methods are waived as they are not practicable or advantageous to the CRA . Section 3. The Executive Director is authorized[1] to execute a PSA, in a form acceptable to the General Counsel, with PopLife, for the provision of marketing, programming, and branding services related to approximately seven (7) acres of FDOT-owned land abutting Interstate 395 in the Redevelopment Area, for a contract period of eight (8) months at a monthly contract amount of $5,000.00, subject to the availability of funds and budgetary approval at the time of need. Section 4. Funds are to be allocated from Omni Increment Fund, "Other Grants and Aids", Account Code No. 10040.920101.883000.0000.00000. Section 5. This Resolution shall become effective immediately upon its adoption. Packet Pg. 11 2.2 APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL Packet Pg. 12 2.2a Ken Russell Board Chair INTER -OFFICE MEMORANDUM Jason Walker Executive Director TO: Board Chair Ken Russell and Members of the CRA Board FROM: Jason Walker Executive Director DATE: February 15, 2017 SUBJECT: Recommendations and findings to waive competitive negotiations procedures per City Code, authorizing the execution of a Professional Services Agreement with PopLife Entertainment Group, LLC, for social media programming and operational services in the pre - activation of approximately seven (7) acre of FDOT owned land, within the CRA, to serve as an urban community park and venue setting BACKGROUND The Board of Commissioners of the Omni Redevelopment District Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2009 CRA Redevelopment Plan ("Plan"). On September 13, 2016, the CRA approved and adopted Resolution No. CRA-R-16-0042, adopting the City of Miami's procurement ordinance as the process in which any and all services and goods are procured by the CRA. POPLIFE ENTERTAINMENT GROUP, LLC ("PopLife"), possesses a unique and highly specialized expertise in the creation, development, and implementation of social media programming services. PopLife's expertise is more specifically defined by them being able to pre - activate public spaces, such as the FDOT owned land within the CRA, and branding it as an alternative urban venue. PopLife is an event hosting group based in the City of Miami ("City"), which has vast experience in artistic and musical programming of varying scope and sizes in "up- and-coming" urban areas in and around the City. PopLife frequently collaborates with local not for profit organizations such as the Rhythm Foundation, the Perez Miami Art Museum and the City's Artime Theater, with the goal of supporting the community in which they live and work. OMNI COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI 1401 N. Miami Ave 2"d Floor Miami, FL 33136 Tel (305) 679-6868 Attachment: 2098 Bid Waiver Memo (2098 : Pop Life Agreement) Packet Pg. 13 POPLIFE ENTERTAINMENT GROUP, LLC 2.2.a Page 2of2 RECOMMENDATION In light of the above mentioned background information and in addition to PopLife's commitment to the principles identified in the CRA's plan to reduce slum and blight, and in consideration of the Executive Director's pledge to allocate grant funding to further the plan and activate the area, an approval of a bid waiver is recommended. A waiver of the formal requirements of the competitive sealed bidding methods as not being practicable or advantageous to the CRA as set forth in the City Code of Ordinances, as amended, specifically Sections 18-85 (a), and the affirmation of these written findings and the forwarding of the same to the Board of Commissioners of the Omni Redevelopment District Community Redevelopment Agency for ratification by a four -fifths (4/5th) vote is respectfully requested. OMNI COMMUNITY REDEVELOPMENT AGENCY of the CITY of MIAMI 1401 N. Miami Ave / 2nd Floor / Miami, FL 33136 Tel.: (305) 679-6868 Attachment: 2098 Bid Waiver Memo (2098 : Pop Life Agreement) Packet Pg. 14 OMNI Board of Commissioners Meeting April 19, 2017 2.3 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: April 10, 2017 and Members of the CRA Board Jason Walker Executive Director File: 2100 Subject: Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue Enclosures: 2100 Backup Document BACKGROUND: The attached Resolution of the Board of the Commissioners of the Omni Redevelopment District Community Redevelopment Agency ("CRA") authorizes the CRA to purchase the property located at 1367 North Miami Avenue subject to two appraisals for a sum not to exceed of five million six hundred sixty-five thousand dollars ($5,665,000.00) inclusive of costs. The property is on the corner of North Miami Avenue and 13th Street located within the Redevelopment District. The location is a prime location and presents numerous opportunities for growth, development, restoration and rehabilitation consistent with the CRA's Redevelopment Plan. The property has also been designated a historic site. JUSTIFICATION: The acquisition is consistent with Sec. 9.1 of the Omni CRA Redevelopment Plan outlining the powers of a CRA and also as outlined in Florida Statutes Chapter 163.340 to make an "Acquisition of real property in the community redevelopment area which, under the community redevelopment plan, [that] is to be repaired or rehabilitated...[]"' Additionally, Sec 4.4.4 of the Omni CRA's Redevelopment Plan looks at "Improvements to the public realm". The acquisition of the property is consistent with the CRA's initiative to improve the public realm to encourage preservation and restoration of 1 2009 Omni CRA Redevelopment Plan Sec. Plan Management p. 166 Packet Pg. 15 historic buildings and enhance the area's visual attractiveness to business and residents.2 2.3 FUNDING: $5,665,000.00 allocated from OMNI Tax Increment Fund, entitled "Purchase of Real Estate" Account No. 10040.920501.661000.0000.00000 2 2009 Omni Redevelopment plan Redevelopment Plan overview p. 42 Packet Pg. 16 City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2100 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A PURCHASE AND SALE AGREEMENT ("AGREEMENT"), IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, BETWEEN THE CRA AND BIG TIME EQUIPMENT INC. FOR THE ACQUISITION OF REAL PROPERTY LOCATED AT 1367 N. MIAMI AVENUE, MIAMI, FLORIDA 33136, CONTAINING AN APPROXIMATE TOTAL ADJUSTED AREA OF 14,820 SQUARE FEET ("PROPERTY"), AS LEGALLY DESCRIBED IN THE AGREEMENT, , FOR A TOTAL PURCHASE PRICE NOT TO EXCEED FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($5,500,000.00), CONTINGENT UPON THE CRA OBTAINING A WRITTEN APPRAISAL FROM A LICENSED FLORIDA APPRAISER STATING THAT THE APPRAISED VALUE OF THE PROPERTY IS AT A MINIMUM THE REFERENCED AMOUNT HEREIN; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING ANY AMENDMENTS AND MODIFICATIONS TO SAID AGREEMENT, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, THAT MAY BE NECESSARY TO EFFECTUATE SAID ACQUISITION; ALLOCATING FUNDS FROM ACCOUNT TITLED PURCHASE OF REAL PROPERTY 10040.920501.661000.0000.00000, IN A TOTAL AMOUNT NOT TO EXCEED FIVE MILLION SIX HUNDRED SIXTY-FIVE THOUSAND DOLLARS ($5,665,000.00), TO PROVIDE FOR THE COST OF SAID ACQUISITION, INCLUSIVE OF THE COST OF A SURVEY, ENVIRONMENTAL REPORT, TITLE INSURANCE, AND RELATED CLOSING COSTS ASSOCIATED WITH SAID ACQUISITION, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT. WHEREAS, Omni Redevelopment District Community Redevelopment Agency ("CRA") wishes to acquire the real property located at 1367 N. Miami Avenue, Miami, Florida 33136, containing an approximate total lot area of 10,820 square feet, and an adjusted area of 14,820 square feet ("Property"), as legally described in the Purchase and Sale Agreement ("Agreement"), in a form acceptable to the General Counsel; and WHEREAS, the CRA plans to construct a mixed -use commercial space at the Property to enhance the quality of life in the surrounding area and address slum and blight as detailed in the Redevelopment Plan; and WHEREAS, the acquisition is consistent with Sec. 9.1 of the OMNI CRA Redevelopment Plan p. 166 to gain real property that is to be repaired or rehabilitated; and WHEREAS, the CRA's estimated total cost for the acquisition of the Property 2.3 Packet Pg. 17 2.3 will not exceed Five Million Six Hundred Sixty -Five Thousand Dollars ($5,665,000.00), to be allocated from 10040.920501.661000.0000.00000 inclusive of the cost of a survey, environmental report, title insurance and related closing costs associated with said acquisition; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The Executive Director is authorized to execute a Purchase and Sale Agreement ("Agreement"), in a form acceptable to the General Counsel, between the CRA and the Seller, for the acquisition of the Property, as legally described in the Agreement, for a total purchase price of Five Million Five Hundred Thousand Dollars ($5,500,000.00), contingent upon the CRA obtaining a written appraisal from a licensed Florida appraiser stating that the appraised value of the Property is at a minimum the referenced amount herein. Section 3. The Executive Director is further authorized to negotiate and execute all necessary documents, including any amendments and modifications to said Agreement, in a form acceptable to the General Counsel, as may be necessary to effectuate said acquisition, with funds allocated from 10040.920501.661000.0000.00000 , in a total amount not to exceed Five Million Six Hundred Sixty -Five Thousand Dollars ($5,665,000.00), to cover the cost of said acquisition, inclusive of the cost of a survey, environmental report, title insurance and related closing costs associated with said acquisition, in accordance with the terms and conditions of the Agreement. APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL Packet Pg. 18 APPRAISAL REPORT HISTORIC CITIZEN BANK BUILDING 1 367 North Miami Avenue Miami, Miami -Dade County, Florida 33132 CBRE, Inc. File No. 17-397M1-0518-1 Jason Walker Executive Director OMNI / MIDTOWN CRA 1401 North Miami Avenue, 2nd Floor Miami, Florida 33136 www.cbre.com/vat uation 1 CBRE Packet Pg. 19 2.3.a VALUATION & ADVISORY SERVICES March 28, 2017 Jason Walker Executive Director OMNI / MIDTOWN CRA 1401 North Miami Avenue, 2nd Floor Miami, Florida 33136 RE: Appraisal of Historic Citizen Bank Building 1367 North Miami Avenue Miami, Miami -Dade County, Florida 33132 CBRE, Inc. File No. 17-397M1-0518-1 Dear Mr. Walker: At your request and authorization, CBRE, Inc. has prepared an appraisal of the market value of the referenced property. Our analysis is presented in the following Appraisal Report. The subject is a 14,820-square foot, 1 & 2-story, vacant bank building located at 1367 North Miami Avenue in Miami, Florida. The improvements were constructed in 1924 and are situated on a 0.24-acre, high density mixed -use zoned site within the Media & Entertainment District and within the OMNI CRA in downtown Miami. The subject is more fully described, legally and physically, within the enclosed report. Based on the analysis contained in the following report, the market value of the subject is concluded as follows: MARKET VALUE CONCLUSION Appraisal Premise Interest Appraised As Is Fee Simple Estate Date of Value Value Conclusion March 22, 2017 $4,500,000 Compiled by CBRE The report, in its entirety, including all assumptions and limiting conditions, is an integral part of, and inseparable from, this letter. The following appraisal sets forth the most pertinent data gathered, the techniques employed, and the reasoning leading to the opinion of value. The analyses, opinions and conclusions were developed based on, and this report has been prepared in conformance with, the guidelines and recommendations set forth in the Uniform Standards of Professional Appraisal Practice (USPAP), the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. CBRE TIC 777 Brickell Avenue, Suite 910 7 Miami, FL 33131 (7, > T (305) 381-6472 Q E www.cbre.com t6 2 .c t 0 z r- co M r a+ R r a) r a 0 0 J t a> a 0 0 0 m a .c a a a> .c a) c ▪ N . L 0 .c a a c 0 r a 0 a> cL Attachment: 2100 Backup Document (2100 Packet Pg. 20 Co 2017 CBRE, Inc. 2.3.a Jason Walker March 28, 2017 Page 2 The intended use and user of our report are specifically identified in our report as agreed upon in our contract for services and/or reliance language found in the report. No other use or user of the report is permitted by any other party for any other purpose. Dissemination of this report by any party to any non -intended users does not extend reliance to any such party, and CBRE will not be responsible for any unauthorized use of or reliance upon the report, its conclusions or contents (or any portion thereof). It has been a pleasure to assist you in this assignment. If you have any questions concerning the analysis, or if CBRE can be of further service, please contact us. Respectfully submitted, CBRE - VALUATION & ADVISORY SERVICES Stuart J. Lieberman, MAI Vice President Cert Gen RZ1074 www.cbre.com/stuart.lieberman Phone: (305) 381-6472 Fax: (305) 381-6441 Email: stuart.lieberman@cbre.com James E. Agner, MAI, AI-GRS, SGA, MRICS Senior Managing Director — Florida/Caribbean Cert Gen RZ382 www.cbre.com/james.agner Phone: (305) 381-6480 Fax: (305) 381-6441 Email: iames.agner@cbre.com Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. CITE Packet Pg. 21 Certification 2.3.a Certification We certify to the best of our knowledge and belief: 1. The statements of fact contained in this report are true and correct. 2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are our personal, impartial and unbiased professional analyses, opinions, and conclusions. 3. We have no present or prospective interest in or bias with respect to the property that is the subject of this report and have no personal interest in or bias with respect to the parties involved with this assignment. 4. Our engagement in this assignment was not contingent upon developing or reporting predetermined results. 5. Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client, the amount of the value opinion, the attainment of a stipulated result, or the occurrence of a subsequent event directly related to the intended use of this appraisal. 6. This appraisal assignment was not based upon a requested minimum valuation, a specific valuation, or the approval of a loan. 7. Our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice, as well as the requirements of the State of Florida. 8. The reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and Standards of Professional Appraisal Practice of the Appraisal Institute. 9. The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. 10. As of the date of this report, Stuart J. Lieberman, MAI and James E. Agner, MAI have completed the continuing education program for Designated Members of the Appraisal Institute. 1 1 . Stuart J. Lieberman, MAI has and James E. Agner, MAI has not made a personal inspection of the property that is the subject of this report. 1 2. No one provided significant real property appraisal assistance to the persons signing this report. 13. Valuation & Advisory Services operates as an independent economic entity within CBRE, Inc. Although employees of other CBRE, Inc. divisions may be contacted as a part of our routine market research investigations, absolute client confidentiality and privacy were maintained at all times with regard to this assignment without conflict of interest. 14. Stuart J. Lieberman, MAI and James E. Agner, MAI have not provided any services, as an appraiser or in any other capacity, regarding the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment. Stuart J. Lieberman, MAI James E. Agner, MAI, AI-GRS, SGA, MRICS Cert Gen RZ1074 Cert Gen RZ382 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. CBRE Packet Pg. 22 Subject Photographs 2.3.a Subject Photographs Historic Citizens Bank Building 1367 North fviami Avenue. Man. FL !Aerial View 1 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) ii Co 2017 CBRE, Inc. CBRF Packet Pg. 23 Subject Photographs 2.3.a Photo 1 - Front View From N. Miami Ave. Photo 3 - 1' Floor View of Vacant Bank Photo 5 - 1' Floor View of Vacant Bank Photo 2 - Side View From NE 14th Street Photo 4 - Vacant Building #2 Photo 6 - 1st Floor View of Vacant Bank I• ttac ment: i ac up • ocument I I : eso ution • ut orizin • t e • urc ase o • ropert Locate • at • 7 l ort ' iami • venue; © 2017 CBRE, Inc. 111 CBRE Packet Pg. 24 Subject Photographs 2.3.a c r Photo 7 - 2' Floor View of Vacant Bank Photo 9 - View South Along N. Miami Ave. 1'. Photo 8 - 2nd Floor View of Vacant Bank Photo 10 - View East Along NE 1 4th Street Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. iv CBRE Packet Pg. 25 Executive Summary 2.3.a Executive Summary Property Name Location Highest and Best Use As If Vacant As Improved Property Rights Appraised Date of Report Date of Inspection Estimated Exposure Time Estimated Marketing Time Land Area Zoning Improvements Property Type Number of Buildings Number of Stories Gross Building Area Net Rentable Area Year Built Condition Buyer Profile VALUATION Land Value As If Vacant Market Value As Is On Cost Approach Sales Comparison Approach Income Capitalization Approach Insurable Value March 22, 2017 Historic Citizen Bank Building 1367 North Miami Avenue, Miami, Miami -Dade County, Florida 33132 Mixed -use residential/retail, restaurant, bar/lounge/entertainment and/or hotel Renovate & repurpose to restaurant/bar and entertainment use, or redevelop with mixed -use residential/tower and/or renovate with residential & hotel tower overbuild Fee Simple Estate March 28, 2017 March 22, 2017 6 to 9 Months 6 to 9 Months 0.24 AC 10,637 SF T6-24 0, Urban Core Transect Zone Office 2 1 & 2 14,820 SF 14,820 SF 1924 Poor Investor -Local (Mixed Use) Total Per SF $4,250,000 $399.56 $4,525,000 $4,500,000 Not Applicable $2,075,000 $305.33 $303.64 $140.01 CONCLUDED MARKET VALUE Appraisal Premise Interest Appraised Date of Value Value As Is Fee Simple Estate March 22, 2017 $4,500,000 Compiled by CBRE Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) v CBRE Packet Pg. 26 Co 2017 CBRE, Inc. Executive Summary 2.3.a STRENGTHS, WEAKNESSES, OPPORTUNITIES AND THREATS (SWOT) Strengths/ Opportunities • The subject building facade is historically relevant and may be eligible for Certificate of Transfer of Development Rights (TDRs). • The subject is located along a highly visible, gateway corner of NE 14th Street and N. Miami Avenue within the Media & Entertainment District (MED). • The MED district is within close proximity and walkable distance to the Adrienne Arsht Performing Arts Center, Museum Park, Bayside Marketplace, American Airlines Arena, PortMiami, Biscayne Bay and the downtown Miami central business district (CBD). • The downtown Miami CBD is transitioning into a 24/7 work/live urban center. • Long term outlook and population growth for the downtown Miami CBD is very positive, including Port Miami growth from the Panama Canal expansion and new residential & hotel towers recently delivered, under construction and proposed. • New project cancellations, developer partnership dissolutions and self-regulating market conditions is off -setting some of the overbuild and "bubble" conditions. Weaknesses/ Threats • Substantial capital resources and expertise are necessary to physically restore and maintain the subject property as a viable investment. EXTRAORDINARY ASSUMPTIONS An extraordinary assumption is defined as "an assumption directly related to a specific assignment, as of the effective date of the assignment results, which if found to be false, could alter the appraiser's opinions or conclusions." • The subject property may be recognized as a Locally Designated Historic Resource and could be eligible for a Certificate of Transfer of Development Rights (TDRs). However, if TDRs are ever secured and transferred off -site, then any contributory value of TDRs cannot be attributed to the subject property interest and our market value conclusions would be impacted. • We requested, but did not receive any notice of the 40-year recertification nor any mechanical, electrical, plumbing, structural, roof or environmental assessments. Our value estimates and conclusions assume mechanical & structural integrity sufficient for renovations & repurpose, and no environmental concerns. • The use of these extraordinary assumptions may have affected the assignment results. HYPOTHETICAL CONDITIONS A hypothetical condition is defined as "a condition, directly related to a specific assignment, which is contrary to what is known by the appraiser to exist on the effective date of the assignment results, but is used for the purposes of analysis." 2 • None noted 1 The Appraisal Foundation, USPAP, 2016-2017 ed., 3. 2 The Appraisal Foundation, USPAP, 2016-2017 ed., 3. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. vi CBRE Packet Pg. 27 Table of Contents 2.3.a Table of Contents Certification i Subject Photographs ii Executive Summary v Table of Contents vii Introduction 1 Area Analysis 4 Neighborhood Analysis 7 Site Analysis 25 Improvements Analysis 28 Zoning 30 Tax and Assessment Data 33 Market Analysis 35 Highest and Best Use 40 Appraisal Methodology 42 Land Value 43 Cost Approach 48 Insurable Value 52 Sales Comparison Approach 54 Reconciliation of Value 59 Assumptions and Limiting Conditions 60 ADDENDA f Land Sale Data Sheets B Improved Sale Data Sheets C Legal Description D Precis METRO Report - Economy.com, Inc. E Client Contract Information Qualifications Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) vii © 2017 CBRE, Inc. CBRE Packet Pg. 28 Introduction 2.3.a Introduction OWNERSHIP AND PROPERTY HISTORY Title to the property is currently vested in the name of Big Time Equipment, Inc., who acquired title to the property in January 1998, as improved for $215,000, as recorded in Official Record Book 17965, at Page 2470 of the Miami -Dade County Public Records. This prior sale transaction of the subject appears to have been arm's length and reasonable based upon market conditions at time of sale and interviews with the current owner, Eugene Rodriquez. The current owner utilizes the property as a film set and for storage. Based upon discussions with the owner and subscription data sources, the subject was listed "for sale" in October 2016 at a list price of $7,000,000, and went into contract at $5,500,000 to a developer who was considering a concept residential tower over build on top of the existing bank building. The property fell out of contract and as of the effective date of this appraisal, is reported to be "in -contract" with the Omni CRA at a purchase price of $5,500,000. However, we requested a copy of the purchase contract and none was provided for our review. It would also appear the $5,500,000 contract price is above our market value estimate as will be further presented and explained in this report. INTENDED USE OF REPORT This appraisal is to be used by the client for internal decision making and acquisition negotiations, and no other use is permitted. INTENDED USER OF REPORT This appraisal is to be used by the directors of the Omni CRA, and no other user may rely on our report unless as specifically indicated in the report. Intended Users - the intended user is the person (or entity) who the appraiser intends will use the results of the appraisal. The client may provide the appraiser with information about other potential users of the appraisal, but the appraiser ultimately determines who the appropriate users are given the appraisal problem to be solved. Identifying the intended users is necessary so that the appraiser can report the opinions and conclusions developed in the appraisal in a manner that is clear and understandable to the intended users. Parties who receive or might receive a copy of the appraisal are not necessarily intended users. The appraiser's responsibility is to the intended users identified in the report, not to all readers of the appraisal report. 3 PURPOSE OF THE APPRAISAL The purpose of this appraisal is to estimate the market value of the subject property. 3 Appraisal Institute, The Appraisal of Real Estate, 14th ed. (Chicago: Appraisal Institute, 2013), 50. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 1 Co 2017 CBRE, Inc. CBRE Packet Pg. 29 Introduction 2.3.a DEFINITION OF VALUE The current economic definition of market value agreed upon by agencies that regulate federal financial institutions in the U.S. (and used herein) is as follows: The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: 1. buyer and seller are typically motivated; 2. both parties are well informed or well advised, and acting in what they consider their own best interests; 3. a reasonable time is allowed for exposure in the open market; 4. payment is made in terms of cash in U.S. dollars or in terms of financial arrangements comparable thereto; and 5. the price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. 4 INTEREST APPRAISED The value estimated represents fee simple estate and defined as follows: Fee Simple Estate - Absolute ownership unencumbered by any other interest or estate, subject only to the limitations imposed by the governmental powers of taxation, eminent domain, police power and escheat. 5 SCOPE OF WORK This Appraisal Report is intended to comply with the reporting requirements set forth under Standards Rule 2 of USPAP. The scope of the assignment relates to the extent and manner in which research is conducted, data is gathered and analysis is applied. CBRE, Inc. completed the following steps for this assignment: Extent to Which the Property is Identified The property is identified through the following sources: • postal address • assessor's records • legal description 4 Interagency Appraisal and Evaluation Guidelines; December 10, 2010, Federal Register, Volume 75 Number 237, Page 77472. 5 Dictionary of Real Estate Appraisal, 78. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. 2 CBRE Packet Pg. 30 Introduction 2.3.a Extent to Which the Property is Inspected The extent of the inspection included the following: building interiors, exterior areas and surrounding environs. Type and Extent of the Data Researched CBRE reviewed the following: • applicable tax data • zoning requirements • flood zone status • demographics • income and expense data • comparable sale & listing data Type and Extent of Analysis Applied CBRE, Inc. analyzed the data gathered through the use of appropriate and accepted appraisal methodology to arrive at a probable value indication via each applicable approach to value. The steps required to complete each approach are discussed in the methodology section. Data Resources Utilized in the Analysis DATA SOURCES Item: Source(s): Site Data Size Improved Data Building Area No. Bldgs. Parking Spaces Year Built/Developed Economic Data Deferred Maintenance: Building Costs: Income Data: Expense Data: Other Active Listing Legal description, survey and Miami -Dade County Property Appraiser's website "As built" survey, owners marketing materials and Miami -Dade County Property Appraiser's website Survey and observations None Public records Visual observations Not applicable Market data Market data Market and subscription data Compiled by CBRE Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 3 Co 2017 CBRE, Inc. CBRE Packet Pg. 31 Area Analysis 2.3.a Area Analysis FLORIDA reeopenown 9, US Army Reservation(C Everglades National Park 99r Trail Glades Range 1t • 1 IM (821) Penmen rE" Lake Lucerne And de, Golf ,4 l4r06olate9 Estates asa .Country Club �s �Jorland Gus Golden Beach Carol City S 369 w North Gp'ngs + 9 Sunny Isles ss °North Miami Beach E 82E Golden c1.a Glades Miami Bunke P kos OpaALocoke B!s is Palm \ Estates ` 2Ygstview Hialea Gardens 929 „Hslaleah Eflea.4 Pill IeY Clenmeed Gladeview HAlgnts ._ h1-mio Bt polle sp_ B0. Hialeah 933 MIAMI ADE Dora! bssd Vanderb t Park l989 ed) 826 s watery; °Fountain 4 9�3 ami o A 8rd R.1 Unix rsity Park -112 - Virginia AaE 27 Gardens 0lympk -� Heigh �g len eight 82unse 1 L _III 9a The Hammoccs- Dr an SW 109th -St SW 104th 6t q"Acres .4. TheM Cros 99a ?necrest - III 32 963 rk ck den 924 • WestLitti Miami International Aim I 922 1 91fi North Bay Miami Harbor Jslands B I Harbour ark S dside lMiemi Indian Creek (Shaes 47 408 River El Portal ' 'North Vaillage 3jl Subject Property 1367 N Miami Ave Miami, FL 33136 aai st Miami 41 ster Coral r Wa Ga le% w2er ., :Ord The Pines an View Heights err:Ce �E e 959 .Miami Biscayne Bay Biscayne HaBP seurve'c South Kern Gables Estates Biscayne N.P. Miami Beach \'hgieia Key Key Biscayne Key Biscayne 4 . a O c e a n Moody's Economy.com provides the following Miami -Miami Beach -Kendall, FL metro area economic summary as of November 2016. The full Moody's Economy.com report is presented in the Addenda. MIAMI-MIAMI BEACH-KENDALL, FL - ECONOMIC INDICATORS Indicators 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 Gross Metro Product (C$B) Change Total Employment (Ths) Change Unemployment Rate (%) Personal Income Growth (%) Median Household Income ($ Ths) Population (Ths) Change Net Migration (000) Single -Family Permits Multifamily Permits Fhfa House Price (1995Q1=100) 104.1 104.4 106.3 108.4 1 1 1 .1 113.8 115.9 1 21 .3 127.0 132.2 136.5 141.0 -0.5 0.2 1.8 2.0 2.5 2.4 7.9 4.6 4.8 4.1 3.2 3.3 985.1 1,007.3 1,031.3 1,056.7 1,089.4 1,123.4 1,140.3 1,162.1 1,185.1 1,207.9 1,221.3 1,226.4 -0.3 2.2 2.4 2.5 3.7 3.7 7.5 1.9 2.0 1.9 7.1 0.4 11.1 9.4 8.4 7.6 6.9 6.1 5.3 4.6 3.9 3.4 3.4 3.8 8.9 4.6 3.2 -0.4 6.8 6.2 4.9 6.0 7.4 7.0 5.7 5.2 42.0 41.7 42.0 42.4 42.9 43.8 45.3 47.0 49.2 51.3 53.0 54.5 2,508.2 2,580.1 2,611.2 2,641.9 2,668.9 2,693.1 2,728.7 2,767.0 2,806.8 2,847.1 2,887.5 2,926.6 1.8 2.9 1.2 1.2 1.0 0.9 1.3 1.4 1.4 1.4 1.4 1.4 30.6 58.8 17.9 17.4 16.2 11.1 24.7 27.6 29.1 29.7 29.9 28.8 941.0 962.0 1,819.0 2,266.0 2,077.0 2,800.0 3,267.6 5,298.0 6,867.8 7,585.0 7,138.9 6,917.3 2,262.0 1,656.0 3,250.0 8,050.0 5,654.0 9,817.0 4,973.5 6,472.5 7,575.4 6,650.1 5,804.8 6,232.1 195.7 183.0 185.9 207.7 233.6 257.4 282.1 296.0 298.0 289.5 282.1 279.7 Source: Moody's Economy.com RECENT PERFORMANCE Miami -Miami Beach -Kendall is not faring as well as the rest of Florida and the nation, but economic growth in the metro division has picked up since the first quarter. Miami -Miami Beach- Kendall's unemployment rate is no longer falling, but this has more to do with a turn up in the labor force than a worsening in employment. A more favorable mix of job creation and limited Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 4 © 2017 CBNE, Inc. CBRE Packet Pg. 32 Area Analysis 2.3.a supply of labor are driving up pay; average hourly earnings are rocketing higher. The more than 6% annualized gain since April is the biggest jump for any six-month period since the decade began. More jobs and income are helping housing. According to the Miami Association of Realtors, the median sale price for a single-family home is $300,000, the highest level since the Great Recession. INTERNATIONAL APPEAL MIA's economy will grow faster than the nation's because the metro division attracts some of the most talented and productive workers from across the Western Hemisphere. MIA is the only metro area or metro division in the U.S. where more than half of the population was born in a foreign country, and more than 90% of these newcomers were born in Latin America, which includes Cuba. Over the last two generations, these migrants have transformed Miami -Miami Beach - Kendall from a sleepy retiree destination to the cultural, financial and media capital of Spanish- speaking America. This growth should carry on, but hostility to trade and immigration among the American electorate and the incoming administration in Washington DC represents a new threat to MIA's economy. CRUISE CONTROL After a lackluster 2016, job growth in leisure/hospitality will accelerate next year. In particular, cruise lines are helping to fuel this growth. In the last fiscal year, the city's port welcomed 5 million passengers, a world record. The current fiscal year will be even busier than the last, as two new cruise ships will begin service from PortMiami this quarter. The port is also prepping for growth beyond this quarter -the facility recently won a $33 million state grant that will be used to build a cruise terminal capable of processing more than 5,000 cruise passengers at once. Growth in the cruise industry is also good for jobs in professional services in Miami -Miami Beach - Kendall, which is the headquarters of Carnival Corp. and Royal Caribbean Cruises Ltd., the world's two largest cruise lines. FIU Florida International University has emerged as a key driver for Miami -Miami Beach -Kendall, but it will contribute little to growth over the next five years. With an annual operating budget of more than $1 billion, the state's second largest student body, and more than 5,000 full- and part-time employees, the school is a stable source of income for many households. However, compared with other large institutions, the economic impact of FIU is muted because 41% of its enrollees are part-time students who did not migrate to Miami -Miami Beach -Kendall; despite FIU's name, its student body mostly consists of local residents. In 2005, the administration capped enrollment in favor of improving the quality of the academic programs. In addition, student growth will be hampered because of America's shrinking population of college -aged adults. According to the U.S. Census Bureau, the number of U.S. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 5 Co 2017 CBRE, Inc. CBRE Packet Pg. 33 Area Analysis 2.3.a residents who are 18 to 24 years old will decline by 1.3% over the next five years. The projection is even worse for Hispanics, who account for nearly two-thirds of FIU's enrollment -the population of college -aged Hispanics will fall by 3.3% by 2021. CONCLUSION In the near term, Miami -Miami Beach -Kendall will strengthen thanks in part to its large port, which will create jobs in trade, manufacturing and tourism. Over the forecast horizon, Miami - Miami Beach-Kendall's international character, combined with its high -skilled, bilingual workforce, will help it best the U.S. in household income growth. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 6 Co 2017 CBRE, Inc. CBRE Packet Pg. 34 Neighborhood Analysis 2.3.a Neighborhood Analysis na .., m hn•! 471h rnra-411 • rnv ss;h .;, P 41145at a5 NW 4311 E1 NTO C tV - YJ ` I i i.l si XIh 151 '1?Ih 61 5, • taW 61st 51rm hOIB S;. 'i1 0 eY At' 171h S1 y. 9:e Miami R: St 6' ,- m a �: NNW 40,1 MN i.th �I tY ate! 32na SI Ih St 45 - �V1N 271h SI .�'A5r 2r.M 5• inl a 4[si4 Sot.,a Way 1 11 a na Mc, N 51h Mq ath St L,:: rn:,. 75: NW sin!, 4 NW Ira "A MN 2nd St NW 1,1 st NW 1s1 NI NW1,1 Si ,14.1F.a31rr t' ill 51 W Fligt, `.1 SW lsl Ai 1 W' °.a St _ +.'s is '+r } ' ti'rV 61h 51 SW Sth 51 E33 Z' f .^,W6th 31 s I- 1 �" < cp 0,- Si4h 1 Shpa innnnnh 1 0i .0 Ea- { to fSl Lake I J ati ar▪ Propwly Miarn i Ave Miami, n "t"1 f •A5 tf r-•n al ...node I'hW, hlasak Par. Plash kladv Bhe Oay AquacaAcynMesorve San Marina l,lasa tvawne Lund w Innn N. Nr raw M,.,vyaa 01 .P.' 4:: .1.th St �" 'qi+ r''a.1 m:r Imlh St ,N4.- b '411: `:1 ,1v y8 ? >ti N awutkIaaIda dV 47th 1 P e an �Bach rwk 7 y /ret "44, Rf }Id ami Bead, V 9e / a x • FP Bisrk,311y, f1t LWl.Iaad I,kw L hlq. ,.,:Miami Bale, Pa: A. ra 030 J-�IFilh kl. ,y't 151h S•. g 4th ffa Imr. Fmh Isiu,d 71h 1E1 jJ. 0 I's:h. 5II St l}T. GreE �'� (ay V 515Th qq ' lmmvl Not G.,kyk 4a :in.! El J Vi:nl::: IN �d h:.anc�Aly nn. Beech rat � 4.w0unll11 aloud C[ahtp1 FabI,, Anhv11,,1, w;a r.,1«nv; a N.,Llala Kr! Paint. Pad, PatA Fisher Mlantic LOCATION The subject property is located at a gateway corner of the Media & Entertainment District within the Omni CRA at the southeast intersection of North Miami Avenue & NE 144h Street in the City of Miami, Florida. This is a redeveloping neighborhood/submarket situated at the north end of the downtown Miami central business district (CBD) and boxed in by the emerging & edgy Wynwood Arts District to the north; the high-rise residential Edgewater community and Adrienne Arsht Center for the Performing Arts to the east; the massive developing WorldCenter mixed -use project to the south; and, Interstate 95 to the west. The subject location is also located just west east of Biscayne Boulevard and in close proximity to the major transportation arteries including Interstate 195, Interstate 395, Interstate 95, as well as, the Metrorail and Metromover elevated train systems. BOUNDARIES The neighborhood boundaries are detailed as follows: North: Interstate 195 (State Road 1 12) South: Miami River East: Biscayne Bay West: Interstate 1-95 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 7 CO 2017 CBRE, Inc. CBRE Packet Pg. 35 Neighborhood Analysis 2.3.a LAND USE The subject property is also located in the central business district of the Miami Downtown Development Authority (DDA). The general boundaries for the Central Business DDA span from Interstate 95 and the Miami River on the west, east to Biscayne Bay, and from S.W./S.E. 15th Road north to N.E. 24th Street. According to current studies, the Miami DDA area comprises the following statistics: o DDA Area: 1 .7 square miles o 2016 Population: 88,540 o 2016 Daytime Population: 234,976 o 2021 Projected Population: 106,429 o 27,023 Residential Units Built Since 2003 o 18.7 Million Sq. Ft. of Office Space o 7,969 Hotel Rooms In 2010, the Miami Downtown Development Authority's (Miami DDA) board of directors voted unanimously to approve the 2025 Downtown Miami Master Plan, a 15-year roadmap for enhancing the livability and quality of life in Downtown Miami. The plan is to serve as a benchmark for encouraging investment by both the public and private sectors, with the goal of transforming Miami's urban core into the "Epicenter of the Americas." The approved Master Plan combines new land use and planning guidelines, as well as outlines a number of proposed projects, some of which are already underway. The final plan is the culmination of existing studies, as well as a series of Miami DDA Board workshops, public forums, and stakeholder meetings designed to gain a better understanding of existing conditions and gather the best and most sustainable ideas for revitalizing Downtown Miami. The Master Plan outlines five core goals for Downtown Miami (bounded at the South end by SE 15th Rd. and on the North by NE 22nd St.; on the West by 1-95 and on the East by Biscayne Bay): • Enhance Downtown Miami's standing as the business and cultural epicenter of the Americas • Leverage the City's beautiful and iconic tropical waterfront • Elevate Downtown's grand boulevards to prominence • Create great streets and community spaces throughout the district In order to achieve the aforementioned goals and objectives, there economic incentives to entrepreneurs interested in local business opportunities, including the following: Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 8 Co 2017 CBRE, Inc. CBRE Packet Pg. 36 Neighborhood Analysis 2.3.a • Tenant Improvement Grant - Funded by Miami Downtown Development Authority and the Miami -Dade Empowerment Trust, this program reimburses a new tenant business up to $23.00 per square foot for fixed interior improvements. The program is only available for existing buildings over 25 years old, excludes certain types of businesses, and requires a minimum 5-year lease. The program is available only in the Central Business District and targets the Flagler Street Corridor. Tenant and landlord apply together and applications require renderings and business plan. • CRA Building Rehabilitation Program - Funded by Miami's South East Overtown/Park West and Omni Community Redevelopment Agencies, this program assists properties and businesses with exterior improvements up to $65,000.00 with a matching grant. • New Markets Tax Credits - The New Markets Tax Credit (NMTCs) program is nationally recognized for steering low interest, private capital into distressed census tracts to capitalize hard to fund commercial and residential projects. In an effort to bring this focus on the City of Miami, the Economic Development Department created a Community Development Entity (CDE) for purposes of applying and allocating New Markets Tax Credits. • Empowerment Zone - Miami DDA and our partners offer a range of financial incentives that encourage targeted investments in targeted areas. • Enterprise Zone - As custodians for downtown, Miami DDA will help you navigate and understand the market potential of the various sub -districts as well as to identify investment/acquisition opportunities. • State & Local Incentives - The Beacon Council is responsible for facilitating the application process for financial incentives companies may qualify for in the Miami -Dade County area. As Miami -Dade County's official economic development partnership, The Beacon Council has helped to secure millions of dollars for hundreds of companies over the years. Several major projects recently completed, under construction and proposed within the Miami DDA district is highlighted as follows: • Perez Art Museum Miami (PAMM) located at 1075 Biscayne Boulevard anchors the 29- acre Museum Park (formerly Bicentennial Park) overlooking Biscayne Bay and includes gardens and sculpture installations. The programmable space is comprising 200,000-SF, of which 120,000-SF is interior and 80,000-SF is exterior. Construction commenced in January 2011 and was completed & opened by the fall 2013 with a total construction, endowment & transition budget of $220 million. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 9 Co 2017 CBRE, Inc. CBRE Packet Pg. 37 Neighborhood Analysis 2.3.a • Museum Park is also the site of the Patricia & Phillip Frost Museum of Science. This 250,000 square -foot complex will be among the world's most innovative and sustainable science museums. According to Grimshaw — which received the AIA National Honor Award for its design of the Horno: Museo del Acero in Monterrey, Mexico — the Museum is intended to act as a demonstration of ecological and sustainability principles. The building harnesses energy from water, sun, wind and even museum visitors to power exhibits and conserve resources. The Museum is structured around a lushly landscaped indoor and outdoor "living core" of terrestrial and aquatic spaces, featuring a 600,000-gallon aquarium facility, a full dome 3-D planetarium, interactive exhibits, innovative technology and two additional wings of exhibition space, learning center and cafes. • Brickell Citi Centre is the $1.05 billion mixed -use development underway on 9.1-acres straddling S. Miami Avenue at S.W. 7th Street and S.W. 8th Street. The project developer, Swire Properties plans 520,000-SF of luxury retail, 800 residential condominium units, 243 hotel rooms, 93 serviced apartments and an 110,000-SF office tower in the first phase. The first phase is nearing completion with various stages opening during 201 6. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 10 © 2017 CBRE, Inc. CBRF Packet Pg. 38 Neighborhood Analysis 2.3.a • The former Capital at Brickell located at 1420 S. Miami Avenue was a proposed vertical, "big box" retail center consisting of 520,000-SF of high end retail with a parking garage on 2.3 acres. However, the developer went into bankruptcy in the wake of the "great recession" and a partnership of China City Construction International Co. and American Da Tang Group acquired the site in December 2014 for $74.74 million for plus $12.0 for pilings & other considerations. The new ownership group is seeking EB-5 Regional Center status and proposing 3.2 million square feet in a mix of condos, retail, and hotel & office towers. Miami WorldCenter is underway and spans over 27-acres between NE 7th Street, north to NE 11th Street; and, NE 2nd Avenue, west to North Miami Avenue. The Miami World Center includes a dynamic mix of retail, residential, office, and institutional uses. The total project was master planned in 2008 for a total of 11 to 12 million square feet, but more recently the master developer submitted plans to the City of Miami and received zoning & master development agreement approvals for the first phase of the mixed -use project in October 2014 with site demolition completed. The firm Elkus -Manfredi Architects designed the first phase, which includes the following: • Tower 1 — Luma at Miami Worldcenter, a 429-unit luxury rental apartment building that will be developed by ZOM at the southwest corner of NE 2' Avenue and NE 7,h Street, and set a top of a parking garage podium and retail wrap along the NE 7th Street frontage. There is a second residential tower proposed for the west end of the parking podium fronting NE 1 sf Avenue that is approved for another 386 apartments for a second phase with shared parking garage and shared amenity deck. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 11 Co 2017 CBRE, Inc. CBRE Packet Pg. 39 Neighborhood Analysis 2.3.a • Tower 2 — also known as Paramount celebrated the first ground breaking in March 2016 for a 485-unit residential condominium tower in 58-stories. Unit floor plans range from 1,180 to 2,350 square feet, with list prices averaging $1.2 million or $676-PSF. The developer, Dan Kodsi reports approximately 45 percent pre -sales as of the ground breaking. • Retail — "High Street" destination retail in collaboration with The Forbes Company and Taubman, Miami World Center will develop 450,000-SF to 1,000,000SF of pedestrian - oriented shopping streetscape in anchoring the 27-acre development. The promenade will run north and south from northeast 10th street to northeast 7th street and between northeast 1st and 2nd avenues, creating a retail focal point surrounded by residential towers, a hotel and exposition center, and numerous dining and entertainment options. Forbes and Taubman will manage the leasing and marketing. Future phases include a mixed -use tower in partnership with Newgard Development with 897 apartments, 344 hotel rooms, 38,850-square feet of office space, 21,200 square feet of retail; and the Marriott Marquis Hotel and convention space in partnership with MDM Group described as follows: • Convention Center & Hotel - Marriott Marquis World Convention Center Hotel will feature approximately 1,800 rooms and 600,000 square feet of meeting, exhibition, and convention space. This hotel tower will have resort amenities, including pool deck with Biscayne Bay views and an 80,000-square-foot outdoor event deck. wa h.-._m -- EDGEWATER Often called an emerging neighborhood, Edgewater, and particularly East Edgewater, is enjoying resurgence in concert with the downtown Miami central business district. The Edgewater neighborhood is surrounded by other emerging & gentrifying submarkets including Omni, Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 12 © 2017 CBRE, Inc. CBRE Packet Pg. 40 Neighborhood Analysis 2.3.a Wynwood, Overtown/Park West and the Design District. However, the Biscayne Bay frontage in Edgewater is driving high density, luxury residential condominium and more affordable loft and rental apartment towers. We also note the recent renovation of the Margaret Pace Park as a neighborhood & community amenity. Edgewater is also known for a mix of historic houses representing a traditional south Florida Mediterranean -style design from Miami's golden age of architecture remain. However, high density, waterfront condominium towers like Paramount Bay, Platinum, Onyx, Blue, 1800 Biscayne Plaza, Bay House, 1800 Club, and Quantum on the Bay, Bay Parc Plaza, The Crimson, Biscayne Beach, and Opera Tower are replacing the historic charm with young professional and international residents and investors. OMNI CRA/MEDIA AND ENTERTAINMENT DISTRICT (MED) The subject property is located within the Omni CRA (Community Redevelopment Agency), which is generally delineated as being bounded by Interstate 395 to the south, NW 1st Place to the west, NE 20th Street to the north and Biscayne Bay to the east. The Omni CRA includes portions of the Edgewater neighborhood and the Media and Entertainment District (MED), which is anchored by the Adrienne Arsht Center for the Performing Arts and the former 1.07 million square foot Omni mall. Recent accomplishments and projects underway within the Omni CRA are summarized as follows: • Creation of Margaret Pace Park • Rehab and Renovation of Historic Miami Women's Club • Funds Performing Arts Center Super Block Streetscape and debt service • Promote new construction of workplace housing in Downtown • $5 million North Bayshore Drive road improvement project • Creation of dozens of new jobs along Biscayne corridor with support of new businesses • $1 million 40-year recertification of Trinity Cathedral • Facilitated funding of $50 million for new Port of Miami Tunnel which will create hundreds of jobs within the CRA boundaries. (ongoing) • Creation of New Museum Park infrastructure • Annual funding of Arsht Performing Arts Center • Reconstruction and improvements on the 14th Street Road Project • Complete rehabilitation of the Firehouse #2 - new Omni CRA offices • Grants Programs for infrastructure improvements to City Hall Restaurant and Braman KIA Motors • Proposed purchase of the Miami Entertainment Complex (MEC), which is fully operational ND now called the VIACOM INTERNATIONAL STUDIOS, after its Operating Film and Television production firm. According to the Arsht Center website & fact sheet, Adrienne Arsht Center for the Performing Arts of Miami -Dade County is Miami -Dade County's largest -ever public/private-sector partnership, comprised of an $150 million private capital campaign conducted by the Performing Arts Center Foundation and public funding drawn primarily from the county's Convention Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 13 Co 2017 CBRE, Inc. CBRE Packet Pg. 41 Neighborhood Analysis 2.3.a Development Tax revenues, as well as the City of Miami Omni Redevelopment District Community Redevelopment Agency. The total project expense is $472 million. The Arsht Center was designed by world-renowned architect Cesar Pelli of Pelli Clarke Pelli Architects. The design team includes theater planning and design consultant Joshua Dachs of Fisher Dachs Associates Inc. and acoustician consultancy ARTEC Inc., both of whom have been working on the project since its inception. Situated at the cultural crossroads of the Americas and in the heart of one of the world's fastest - growing urban centers, the Adrienne Arsht Center for the Performing Arts of Miami -Dade County is one of the largest performing arts centers anywhere. Strategically located in downtown Miami, the Arsht Center occupies 570,000 square feet along historic Biscayne Boulevard between N.E. 13th and 14th Streets. Principal Components: • Ziff Ballet Opera House: 2,400 seats. • John S. and James L. Knight Concert Hall: 2,200 seats. • Carnival Studio Theater: A flexible black -box space designed for up to 300 seats. • Parker and Vann Thomson Plaza for the Arts: An outdoor social and performance space linking the two main houses across Biscayne Boulevard. • Carnival Tower: An architectural icon from one of Miami's oldest Art Deco buildings. • Peacock Education Center: A 3,500-square-foot workshop and classroom space. • Magnificent public art installations by five outstanding artists commissioned by Miami -Dade Art in Public Places. Programming and Education: • Adrienne Arsht Center Presents: A diverse group of more than 300 performances are selected and presented by the Arsht each year, organized into series. These series include Broadway in Miami, Jazz Roots, the Masterworks Season, Miami Made Festival, and the Summer Season, among others. • The Arsht's internationally acclaimed resident companies: Florida Grand Opera, Miami City Ballet, New World Symphony and America's Orchestral Academy present many of their Miami performances at the Arsht Center. • The Arsht also offers many free community -based performances and programs designed to make the performing arts as accessible to as wide an audience as possible. These include a monthly outdoor family event, a free gospel concert series, an annual volunteer service day and more. • Since its inception, the Arsht has supported South Florida artists and the creation of new work through commissions, access to artistic advice from Arsht staff and other arts professionals, and public presentations. The Arsht also collaborates with local arts presenters to support culturally and artistically diverse entertainment. • Education programs, many of which are planned with Miami -Dade Public Schools, Miami - Dade County Department of Cultural Affairs, the resident companies and community -based organizations, offer unique opportunities for young people and adults to learn about and enjoy the performing arts both in the Arsht and out in their communities. Examples include AileyCamp, which debuted in 2009, and the Learning Through the Arts program, which Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 14 Co 2017 CBRE, Inc. CBRE Packet Pg. 42 Neighborhood Analysis 2.3.a provides live music, theater and dance components via the public school system's Passport to Culture initiative. The Omni International Mall is owned by the Genting Group Resorts World Miami who acquired both the Omni Mall shortly after buying the Miami Herald site for $236 million in 2011 and later demolished the newspaper's old building. The Malaysian based gaming & resort corporation initially announced plans for a casino resort, but the Florida Legislature has resisted all efforts to expand gambling outside of pari-mutuels and tribal properties. More recently in March 201 7, Resorts World Miami filed plans for a mixed -use project to lease nearly an acre including air rights at the Adrienne Arsht Center Metromover Station and the Omni Bus Terminal for 90 years and is offering to spend $22 million in upgrades to the public transit station such as new stairs, a pedestrian bridge, elevators, escalators and flooring, the developer would build a mixed -use project. Genting's plans call for a 36-story tower, which would top the terminal station, would include 20 floors of residential units averaging 918 square feet and a 300-room hotel with rooms averaging 350 square feet, the Next Miami reported. The tower would front a "grand public plaza" and the Boulevard Shops, which are being renovated, would also be part of the project. The contract from Resorts World Miami came in response to a solicitation for proposals from the county in 2015. In addition, the Genting Group filed an application with the FAA to allow two towers of 649 feet each at the former Miami Herald site, but no plans are pending with the city besides a 50-slip mega -yacht marina. Residential Projects — Existing Developments There were a total of twenty (20) residential developments that were constructed between 2004 and 2013, indicating a total of 4,280 residential condominium units. The following chart Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 15 Co 2017 CBRE, Inc. CBRE Packet Pg. 43 Neighborhood Analysis 2.3.a illustrates the developments that have been completed at the Omni/Edgewater or Media, Arts and Entertainment District: RESIDENTIAL DEVELOPMENTS Name of Development Year Built Numbe of Units 1800 Biscayne Plaza 2005 195 1800 Club 2008 468 23 Biscayne Bay 2013 96 Bay Lofts 2004 54 Blue 2005 330 Cite 2004 436 City 24 2007 119 Cynergi 2007 100 Gallery Art 2008 176 Moonbay 2007 61 New Wave 2006 78 Onyx 2007 118 Operat Tower 2007 635 Paramount Bay 2011 350 Parc Lofts 2005 72 Platinum 2006 119 Quantum 2008 698 Star Lofts 2007 47 Uptown Lofts 2005 66 Yorker 2005 62 Tot I 4,280 Compiled by: CBRE, Inc. Residential Projects — Under Construction/Planned/Proposed The following are the proposed and/or approved developments at the Omni/Edgewater or Media, Arts and Entertainment District: • Aria on the Bay - the project will be comprised of a 51-story tower with a total of 648 residential condominium units and 3 commercial spaces. The unit mix will consist of the one-, two-, three- and five -bedroom variety with units ranging from 757 SF to 4,803 SF. In addition, the property will have an office space with 2,737 SF, a commercial unit with 1,199 SF and a restaurant space containing 9,862 SF with a total commercial space of 13,798 SF. It is being developed by the Melo Group with a completion date in 2017. • Bay House - the project will be comprised of a 38-story residential tower with a total of 165 residential condominium units. The unit mix will consist of the two-, three- and five - bedroom variety with units ranging in size from 1,277 SF to 3,549 SF. It is being developed by the Melo Group. • Biscayne Beach — the project will be comprised of an 51-story high-rise development with 399 residential condominium units. The unit mix will consist of the one-, two-, three- and four -bedroom unit variety with the units ranging in size from 885 SF to 2,103 SF. It is being developed by Eastview Development and GTIS Partners with a completion date in 2016. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 16 Co 2017 CBRE, Inc. CBRE Packet Pg. 44 Neighborhood Analysis 2.3.a • The Crimson Residences at Biscayne Bay — the project will be comprised of an 18-story high-rise development with 90 residential condominium units. The unit mix will consist of the one-, two- and three -bedroom unit variety with units ranging in size from 827 SF to 1,453 SF. It is designed by IDEA Architects and will be developed by mckafka Development Group. • Icon Bay — the project will be comprised of 7- and 42-story high-rise buildings with a total of 299 residential condominium units. The unit mix will consist of the one-, two-, three, and four -bedroom unit variety ranging in size from 1,138 SF to 2,416 SF. It is being developed by the Related Group. • Ion East Condo — the project was intended to be a 36-story high-rise mixed -use development with 328 residential condominium units. The unit mix was proposed for one-, two- and three -bedroom unit variety with units ranging in size from 720 SF to 1,803 SF. In addition, the project includes office and retail space. The developer was Sakor Development, but this project has since been cancelled. • One Paraiso Condo - the project will be comprised of a 51-story tower with a total of 272 residential condominium units and ground floor commercial space. The unit mix will consist of the one-, two-, three-, four-, five- and six -bedroom variety with units ranging in size from 1,124 SF to 4,889 SF. In addition, the property will have a ground floor commercial space containing 3,000 SF and storage space containing 2,000 SF. It will be developed by the Related Group with a completion date in 2017. • Paraiso Bay Towers I & II (previously known as the Element) — the project will be comprised of two, 55-story high-rise buildings with a total of 690 residential condominium units. The unit mix will consist of the one-, two- and three -bedroom unit variety ranging in size from 1,000 SF to 2,500 SF. It will be developed by the Related Group with a completion date in 2017. • Paraiso Bayviews — the project will be comprised of a 44-story high-rise building with 388 residential and 8 commercial condominium units. The unit mix will consist of the one-, two- and three -bedroom unit variety ranging in size from 889 SF to 1,807 SF. It will be developed by the Related Group with a completion date in 2017. • Satori Hotel Residences — the project will be comprised of a 35-story high-rise building with 207 residential condominium units. The unit mix will consist of the one-, two- and three -bedroom unit variety ranging in size from 628 SF to 1,410 SF. It will be developed by the Exclusive Trust Realty. • 26 Edgewater Condo — the project will be comprised of a 10-story high-rise building with 86 residential condominium units and 10,436 SF of ground floor commercial space. The unit mix will consist of the one- and two -bedroom unit variety ranging in size from 560 SF to 980 SF. It will be developed by Stripey Developments and 4R Development. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. 17 CBRE Packet Pg. 45 Neighborhood Analysis 2.3.a And, Media & Entertainment District Projects under construction as of February 201 7, courtesy of Miami Downtown Authority and Integra Realty Resources (IRR), presented as follows: Name/Location • Units Average Unit Price Average SF Avg. S/SF 1000 Museum 83 $6,937,775 5,389 $1,287 Auberge 298 $703,463 1,203 $585 Canvas 513 $462,200 892 $518 Total A&E 894 In addition, the Melo Group and local celebrities Gloria & Emilio Estafan are active within the MED submarket with the following projects under construction and planned: • Melody, located at 245 NE 14 Street is was recently completed as a residential rental apartment tower with ground floor retail. The project features 36-stories with 497-units, 8,500-SF of retail and parking garage with 746-spaces. • 14 Plaza/Art Plaza is an under construction residential tower with ground floor retail located at 47-67 NE 14' Street. The 1.02-acre site was assembled in 2014 for a total reported purchase price of $16.0 million or $306-PSF of land. The tower will comprise 650-rental units after a request to upzone the site was denied. • Gloria and Emilio Estefan are preparing to build a mixed -use project two blocks west of the Arsht Center, where public records reflect the acquisition of 51,140-SF at 1400 NE 1st Avenue in two separate transactions in 2000 and 2011, for a total purchase price of about $2 million. Preliminary renderings by Lesley Abravane show a parking garage podium with a mixed -use tower. Emilio Estefan reported to the Herald that the project will include a hotel, banquet halls, rooftop pool and a Bongos Restaurant. Construction will begin after the building is approved and could take several years to achieve approvals and develop. BRICKELL FINANCIAL DISTRICT The Brickell Avenue financial district commences on the south side of the Miami River to the Rickenbacker Causeway on the south, while Biscayne Boulevard and the downtown Miami central business (CBD) is the submarket to the north of the Miami River. There is a heavy concentration of Class "A," high-rise office & residential towers, and mixed -use retail, office, hotel & residential towers throughout the district, fronting Brickell Avenue and Biscayne Bay to the north of SE 15' Street. Properties south of SE 15th Road fronting on the east side of Brickell Avenue include primarily high-rise condominium apartment towers, with low-rise condominium apartment buildings, townhouses and spotted single family residences on the west side of Brickell Avenue. Properties on the east side of Brickell Avenue and north of SE 15th Road include both high-rise office and apartment/condominium towers. The area west of Brickell Avenue includes a mix of retail stores, offices, single family homes, duplexes and low to mid rise multifamily apartments, motels, automobile service facilities, storage Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 18 Co 2017 CBRE, Inc. CBRE Packet Pg. 46 Neighborhood Analysis 2.3.a buildings, marine related sales and service businesses. A large number of the properties in Brickell West neighborhood are older in age ranging back to the 1920's. The older ages of the building improvements and intermixed uses have created a somewhat transitional area which is currently experiencing a wave of redevelopment, which includes demolition and redevelopment, as well as renovation of existing structures into small-scale commercial/residential uses. The mixed -use Mary Brickell Village development is located 1 block west of Brickell Avenue and includes a wide array of restaurants, shops and new condominium apartment buildings all in a newly constructed lifestyle center layout. It has been very well received since its opening in 2005. Brickell Key (or Claughton Island) is located at the end of S.W. /S.E. 8th Street, just east of Brickell Avenue and reflects a mixed development of Class "A" office space and luxury condominium and rental apartment buildings, as well as the Mandarin Hotel five-star development. FLAGLER STREET Flagler Street is a 12.4-mile main east —west thoroughfare in Miami. Flagler Street is the latitudinal baseline that divides all the streets on the Miami -Dade County grid plan as north or south streets. (The east -west division is along Miami Avenue) Flagler Street is named after industrialist Henry Flagler and serves as a major commercial east —west highway through central Miami -Dade County, with a mixture of residential neighborhoods (featuring apartment complexes) and strip malls, the commercial presence increasing as SR 968 approaches downtown Miami. It is also a historic street and the core of the center of the downtown Miami central business district. As such, the City of Miami and Downtown Development Authority (DDA) are commencing a $13 million restoration and street scape project featuring wider sidewalks, oak shade trees, new lighting and storm water drains to accommodate cafe tables and pedestrians. The Miami Commission City recently approved the last of the funding for the project, $920,000 for an upgraded drainage system and removal of old abandoned pipes that have been beneath Flagler Street pavement for decades. The street project timing is simultaneous with New York entrepreneur and developer Moishe Mana who has amassed $200 million A reborn Flagler Street A $13 million reconstruction of Flagler Street in downtown Miami will mean wider sidewalks, new shade trees and modernized utilities, setting the stage for a hoped -for revitalization. Work has begun and will proceed in 13 stages over two years. Project begins •1 NE1St. a Miami- '£ Seybold Dade Bldg. County Courthouse Flagler St. Phase 1 NW1 St. a 3 ©ams-mKN NW 2 5t. Macy's E ut Metromoyer NE1St. a1.4 Z Flagler st. Olympia Theater SE1St. Metromaver a' z Project finished Dec. 2017 I—i—' , Phase 13 a W 5E 2 St. SE 15t. Metromover J v Source: Downtown Development Authority • MARCO RUIZ mruiz@miamiheraid.com +/- worth of properties on or abutting Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 19 CO 2017 CBRE, Inc. CBRE Packet Pg. 47 Neighborhood Analysis 2.3.a Flagler with the vision of turning the street into a restaurant, cultural and retail destination, while preserving its historic low scale. ACCESS Regional Access to the overall subject area is provided via Interstate 95 (1-95), the Dolphin Expressway (State Road No. 836) leading into State Road No. 395, the Julia Tuttle Causeway (State Road No. 195) and Biscayne Boulevard. Interstate 95 (1-95) serves to connect the subject area with areas of northern/southern Miami -Dade County, as well as to provide access to the primary easterly/westerly expressway systems. The Dolphin Expressway (State Road No. 836) is an easterly/westerly thoroughfare providing access from areas of western Miami -Dade County, as well as the Palmetto Expressway (State Road No. 826) to the overall subject area. State Road Numbers 195 and 395 (Julia Tuttle Causeway) facilitate travel between areas of western Miami - Dade County and Miami Beach to the west and east, respectively, while Biscayne Boulevard reflects a well -traveled artery providing northerly/southerly access from S.E. 3rd Avenue to the south, to the Broward County line to the north. Local access in the subject area is provided by Biscayne Boulevard, Brickell Avenue, and South Miami Avenue in a north/south direction, with Flagler Street, and S.W. 8th Street providing primary access in an easterly/westerly direction. Additional access to and within the Central Business District is provided by a mass transit system known as Metrorail and Metromover. Both have a station within walking distance from the subject property. The Metrorail is an elevated track train system, which extends north and west to the City of Hialeah and south to the Dadeland area of Unincorporated Miami -Dade County. The Government Center station serves the core of the Central Business District, with the downtown Metromover emanating from the Government Center Station. The Metromover is a remote controlled elevated track vehicle system, which provides local transportation in the Central Business District. The Metromover track, which has nine stations in the Central Business District, extends southerly to SE/SW 4th Street, easterly to Biscayne Boulevard, northerly to NE/NW 5th Street and westerly to NW 2nd Avenue. An extension of the Downtown Metromover extends southerly to the Brickell Avenue area and northerly to the Omni area. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 20 Co 2017 CBRE, Inc. CBRE Packet Pg. 48 Neighborhood Analysis 2.3.a M IAMI-DADE TRANSIT Metromover System Full Loop et amranced the Bic & tlmn Imp, tin as iv, lode ktfr •IRI.MIDT MismiDadarmult wAmi UADE 7RR*I T TRACKER AP(EStDr.I L-d I I n,E & 311 Enfonasyon 305 ace-5900100; 305-4E -5102 www. riamidada.gov/traasit Government Center DOWNTOWN Miami Avenue (\! Knight Center Third Street Riverwalk Omni Loop Center ^ E i"---• Museum Park) e .Eleventh Street IMUSEUM PARK f Park West L.. � Hri istoc Ovortown ! r� Lyric Theatre 11 College rth Freedom Tower ��'`i Ncht LA- MtArnt No SIDE Inner loop Wilkie D. PLACE Ferguson, Jr. g College/Bayside First Street Fifth Street BRICKELL Tenth Street Promenade Financial District 1-RUN; DARK Bayfront Park INNER LOOP OMNI LOOP BRICKELL LOOP STATION SERVING SINGLE LOOP STATION SERVING MULTIPLE LOOPS STATION WITH ART EN ROUTE METRORAIL Brickell Loop The subject property is within closest proximity to the Omni Loop with a Metromover station located at the Adrienne Arsht Performing Arts Center located at 1300 Biscayne Boulevard or 10 blocks south of NE 23rd Street. ALL 'BOARD FLORVDA. • All Aboard Florida's Miami station will serve as its primary, multimodal hub and a true "live -work -play -commute" urban environment. • From downtown Miami, the new express passenger rail service will transport travelers to Fort Lauderdale, West Palm Beach and Central Florida. The station and surrounding transit -oriented development will encompass nearly three million square feet and span two sites: Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 21 ©2017 CBRE, Inc. CBRE Packet Pg. 49 Neighborhood Analysis 2.3.a • A nine -acre transportation hub in downtown Miami just east of Miami -Dade County Hall — to include mixed -use development with residential, office, commercial, and a retail concourse • A two -acre multi -use complex in Historic Overtown at the corner of NW 2nd Avenue and NW 6th Street — to include mixed -use development with retail, commercial and parking to support and enhance the transportation hub Terminal to feature a mix of premiere and unique dining options, shopping, and entertainment: • Approximately 2 million square feet dedicated to office/commercial development • Approximately 1 million square feet dedicated to residential space • Adequate parking space allocated to support the development • Station to serve as a transportation gateway, iconic destination, and a landmark terminal and symbol of 21 st-century Miami The Miami River is a restricted deep water access waterway that navigates down river to the Biscayne Bay, the Port of Miami and the Atlantic Ocean. Small pleasure boat and cargo freighters navigate the Miami River via draw bridges at Brickell Avenue, Miami Avenue, the FEC railway tracks, S.W. 2nd Avenue and S.W. 1st Street. The Interstate 95 off -ramps are fixed bridges. Overall, regional and local access to and throughout the neighborhood is considered to be very good. DEMOGRAPHICS Selected neighborhood demographics in 1-, 3-, and 5-mile radii from the subject are shown in the following table: Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 22 Co 2017 CBRE, Inc. CBRE Packet Pg. 50 Neighborhood Analysis 2.3.a SELECTED NEIGHBORHOOD DEMOGRAPHICS 1367 N. Miami Avenue Miami, FL 1 Mile 3 Miles 5 Miles Population 2021 Total Population 39,827 279,593 549,634 2016 Total Population 35,529 258,754 515,355 2010 Total Population 30,134 230,134 475,162 2000 Total Population 20,988 201,044 439,672 Annual Growth 2016 - 2021 2.31% 1.56% 1.30% Annual Growth 2010 - 2016 2.78% 1.97% 1 .36% Annual Growth 2000 - 2010 3.68% 1.36% 0.78% Households 2021 Total Households 19,278 118,657 229,544 2016 Total Households 16,982 108,912 214,669 2010 Total Households 13,745 94,210 196,031 2000 Total Households 8,111 74,875 172,188 Annual Growth 2016 - 2021 2.57% 1.73% 1 .35% Annual Growth 2010 - 2016 3.59% 2.45% 1 .53% Annual Growth 2000 - 2010 5.42% 2.32% 1 .31 % Income 2016 Median Household Income $36,428 $33,262 $34,570 2016 Average Household Income $59,725 $57,828 $58,774 2016 Per Capita Income $30,367 $25,071 $25,010 2016 Pop 25+ College Graduates 8,532 53,686 106,433 Age 25+ Percent College Graduates - 2016 32.7% 28.4% 28.3% Source: ESRI GROWTH PATTERNS The subject neighborhood has recently undergone a substantial amount of revitalization and development/redevelopment, as reflected by the various properties that have recently been completed, currently under construction and/or are in the planning stages of development within the CBD and Brickell District. The majority of the projects that are under construction in the subject area typically reflect Class A, upper -end projects. CONCLUSION The subject submarket area was previously a 9-to-5 downtown office district that was recently transformed into a modern & dynamic, 24-hour city center with numerous deliveries of new residential condominium and office towers in the past several years. Overall, it is our opinion that the subject neighborhood will continue to be transformed and grow into a world -class city -center as public and private developments under construction and planned are completed and the neighborhood will continue to remain a desirable area with potential for appreciation over the long term. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 23 Co 2017 CBRE, Inc. CBRE Packet Pg. 51 Site Analysis 2.3.a PLAT MAP S.N. ASPHALT BLIXI. COMO? a1• (N) ENO... 101' (VI) CL T-IOt 03'(AI) fVARON NCV.O. mime AVE 4WUNN0 BLDG. CO ro.1 (1) a E aX006 11'( 51. 51. ,wrnry EAST 129.9510 1.30.. 5T ti ti 10.3• S.N.D. &Oa COMER 010' LKR. 2• 020 if Con" �y� • '9i ae+vr� EAST 99.95'LM/ r .00 (R t t 202" F.f.£ 12.77' N.0..V.0. BLOC. HEIGHT: 31.0' 2 STORY BLBLON1 /1361 1 STORY 81.111.01NC 005• \ NEST 99.95Y19 1000000 \-80X mane -015 0A^ 0Av 025 CLEA[ S 2 STORY BUILTXNC /1353 MG COMER ON' CIFAN S 00T WAR 0 N100. CORNER 00r VCR S 0. )�• CN000 N. ,DC. OWNER JJ 020• GUAR s Yak 0Bxx 510.11. 00 e¢� �¢h PRODUCTIONS This is a Boundary Survey." Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 24 ©2017 CBRE, Inc. CBRE Packet Pg. 52 Site Analysis 2.3.a Site Analysis The following chart summarizes the salient characteristics of the subject site. SITE SUMMARY Physical Description Gross Site Area Net Site Area Primary Road Frontage Secondary Road Frontage Average Depth Excess Land Area Surplus Land Area Shape Topography Zoning District Flood Map Panel No. & Date Flood Zone Adjacent Land Uses Comparative Analysis Visibility Functional Utility Traffic Volume Adequacy of Utilities Landscaping Drainage Utilities Water Sewer Natural Gas Electricity Telephone Mass Transit Other Detrimental Easements Encroachments Deed Restrictions Reciprocal Parking Rights 0.24 Acres 10,637 Sq. Ft. 0.24 Acres 10,637 Sq. Ft. N. Miami Ave 106 Feet NE 14th Street 100 Feet 100 Feet None n/a None n/a Rectangular Improved to road grade T6-24 0, Urban Core Transect Zone 120650 0312 L 11-Sep-09 X Obsolete commercial and under construction multi -family residential Rating Good Good Good Assumed adequate Urban Assumed adequate Provider Adequacy City of Miami Yes City of Miami Yes Contract service Yes FPL Yes AT&T land lines Yes Metromover station & Metrobus Yes Yes No Unknown X X X Source: Various sources compiled by CBRE Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 25 Co 2017 CBRE, Inc. CBRE Packet Pg. 53 Site Analysis 2.3.a INFRASTRUCTURE The OMNI CRA funded $6.0 million and completed the reconstruction of NE 14th Street streetscape enhancements between NE 2nd Avenue and NW 1st Avenue including wider sidewalks, decorative pavement, new curb & gutter and a 12" water main upgrade. ENVIRONMENTAL ISSUES CBRE, Inc. is not qualified to detect the existence of potentially hazardous material or underground storage tanks which may be present on or near the site. The existence of hazardous materials or underground storage tanks may affect the value of the property. For this appraisal, CBRE, Inc. has specifically assumed that the property is not affected by any hazardous materials that may be present on or near the property. • We strongly recommend the client engage a qualified environmental engineer to perform a Phase I environmental assessment of the subject property. ADJACENT PROPERTIES The adjacent land uses are summarized as follows: North: 14 Plaza, an under construction residential/retail tower South: Retail and commercial store fronts East: Strip retail/bar & nightclub property West: N. Miami Avenue frontage The adjacent properties are a mix of vintage retail, obsolete commercial and new mixed use development. CONCLUSION The site is a strategic corner location within the Omni CRA and Media & Entertainment District. This subject site and surrounding parcels are all zoned for high density, mixed -use development that has been attracting the interest of multi -family residential developers. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. 26 CBRE Packet Pg. 54 Site Analysis 2.3.a FLOOD PLAIN MAP NW 16T NW 15T 19TH ST 18TH ST NW 17TH 5 x AC2200 C2202 NW 12TH ST NE 11TH ST If ZONE X NE 17TH TE 15TH ST NE 13TH TE NE 13TH ST ZONE X 14TH 5T E 12TH ST NE 17TH 1E 112 1.5TN CT ZONE AE {E: a N_ 51H TE MAP SCALE 1" = 500' 50 0 500 1000 FEE ME iE•E PANEL 0312E FIRM FL000 INSURANCE RATE MAP MIAMI-➢ADE COUNTY, FLORIDA AND INCORPORATED AREAS PANEL 312 OF 1031 MEE NAP INOE% ECG Feld NMI. LAYIXR] L2LEMPIE faRMdllre 5 IES MS liV"15 MAP NUMBER 12086C0312L MAP REVISED SEPTEMBER 11, 2009 Fe&NF r(Q n. Ma n a%c ne.l Awry .n w.r cc. d. Fdmol ot.• Mx.. reeler.... mac nwlb w ng FACT d.Lln. T. mw ewe MI r...et cNrpn ar ..wfl, M. roag Mn Own mode eaA..q,.M b IM OM an eM a. bete For 1MNlw1 adore cat.mwdn we.1 M.O...l Redd Ir... Precraan idea mop chock In. FEL. Redd M... al ...ca.. Gee Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 27 CO 2017 CBRE, Inc. CBRE Packet Pg. 55 Improvements Analysis 2.3.a Improvements Analysis The following chart shows a summary of the improvements. IMPROVEMENTS SUMMARY Property Type Office (Mixed Use) Number of Buildings 2 Number of Stories 1 & 2 Year Built 1924 Gross Building Area 14,820 SF Net Rentable Area 14,820 SF Area Breakdown Building 1 - 1st Floor 9,338 SF Building 1 - 2nd Floor 2,396 SF Building 2 - One Story 3,086 SF Site Coverage 85.6% Land -to -Building Ratio 0.72 : 1 Floor Area Ratio (FAR) 1.39 Parking Spaces: None Parking Ratio (per 1,000 SF NRA) Zero Improvement Summary Description Comparative Rating Good Avg. Fair Poor Foundation Reinforced concrete X Frame Concrete block, masonry, steel & wood X Exterior Walls Painted stucco Interior Walls Plaster over wood strips Roof Tar & gravel Over flat deck Ceiling Exposed wood beam, plaster and drywall HVAC System Non-functioning Exterior Lighting Non-functioning Interior Lighting Non-functioning Flooring Concrete Plumbing Non-functioning Elevators/Stairwells Side stairwell entry to 2nd floor Life Safety and Fire None Protection Amenities None Furnishings None Parking None Landscaping Urban streetscape X Unknown condition X X X X X X X X X X X X N/A Source: Various sources compiled by CBRE OVERALL CONDITION The existing improvements are essentially in shell condition with poor interior condition and good facade condition given the age & character of the property history. HISTORIC PRESERVATION The subject was originally built in 1924 for Citizens Bank and currently utilized by the owner as a film set and equipment storage. According to the City of Miami Historic & Environmental Preservation (HEP) Board Authority and the Miami 21 City Code, Chapter 23, the Transferable Development Rights (TDRs) is a vehicle that enables a historic property owner to transfer its Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 28 Co 2017 CBRE, Inc. CBRE Packet Pg. 56 Improvements Analysis 2.3.a unused development capacity to another property owner who then is allowed to add "bonus" height or intensity to its property. Owners of a locally or nationally designated historic property that is located either in a T-4 0 or higher transect zone, or is a multi -family residence located in a T4-R transect zone, may permanently sell any additional potential capacity (unused development rights) to a property located in a T-6 transect zone. The purpose of the TDR for designated historic properties is to encourage the preservation of historic buildings instead of demolition or renovations that would diminish the integrity of the property's historic value. By creating a monetary value for the unused capacity, that would otherwise be lost when the owner maintains the historic building, the City of Miami hopes to save pieces of its history. The subject property could be eligible for a Certificate of Transfer of Development Rights (TDRs), subject to an approved maintenance plan and authorization for the transfer of unused development rights from the City of Miami, and subject to all conditions, recommendations and repairs noted by city staff and a recordation of a restrictive covenants, which may include a stabilization and maintenance plan. ECONOMIC AGE AND LIFE CBRE, Inc.'s estimate of the subject improvements effective age and remaining economic life is depicted in the following chart: ECONOMIC AGE AND LIFE Actual Age Effective Age MVS Expected Life Remaining Economic Life Accrued Physical Incurable Depreciation Compiled by CBRE 93 Years 93 Years 100 Years 7 Years 93.0% The remaining economic life is based upon our on -site observations and a comparative analysis of typical life expectancies within the submarket, as well as published by Marshall and Swift, LLC, in the Marshall Valuation Service cost guide. While CBRE, Inc. did not observe anything to suggest a different economic life, a capital improvement program could extend the life expecta ncy. CONCLUSION Overall, there are no known factors that adversely impact the marketability of the improvements as a potential historic restoration project for an owner/user. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 29 Co 2017 CBRE, Inc. CBRE Packet Pg. 57 Zoning 2.3.a Zoning The following chart summarizes the subject's zoning requirements. MIAMI 21 ZONING Zone T6-24 0, Urban Core Transect Zone Subcategory 0, Open Description The urban core zone consists of the highest density and greatest variety of uses, including civic buildings of regional importance. A network of small blocks has thoroughfares with wide sidewalks, with steady tree planting and buildings set close to the frontage with frequent doors & windows. Uses Permitted; Allowed by Right Allowed by Warrant Single family residence, community residence, two-family residence, multi -family housing, dormitory, home office, live -work, bed & breakfast, inn, hotel, office, entertainment establishment, food service establishment, general commercial, place of assembly, recreational establishment, recreational facility, religious facility, learning center, pre-school, and research facility. Auto -related commercial establishment, marine related commercial establishment, open air retail, community facility, community support facility, infrastructure & utilities, marina, public parking, transit facilities, childcare, college or university, elementary school, middle or high school, and special training or vocational. Allowed by Exception Alcohol beverage service establishment and regional activity complex. Category Zoning Requirement Lot Area 5,000-SF minimum / 100,000-SF maximum Lot Width 50 feet minimum Lot Coverage 80% maximum (see code for specific Transect Zone regulation) Floor Lot Ratio a. 7 with 30% additional Public Benefit or b. 16 with 40% additional Public Benefit Frontage at Front Setback 70% minimum Open Space Requirement 10% lot area minimum Density 150 dwelling units per acre Article 4. Diagram 9 Residential Density Increase - Comprehensive Neighborhood Plan; Omni - 500 units/acre Southeast Overtown - 300 units/acre Park West - 500 units/acre CBD - 1,000 units/acre River Quadrant - 500 units/acre Little Havana - 200 units/acre Brickell - 500 units/acre Commercial Maximum area of 55,000-SF per establishment, except for public storage facilities. Setbacks; Principal Front Setback 10 feet minimum Secondary Front Setback 10 feet minimum Side Setback (Residential) -0- feet minimum Rear Setback -0- feet minimum Private Frontages; Common Lawn Prohibited Porch & Fence Prohibited Terrace or LC Prohibited Forecourt Permitted Stoop Permitted Shop front Permitted (T6-24 L & T6-24 0) Gallery Permitted Arcade Permitted Building Height (Stories); Principal Building 2 story minimum / 24 story maximum, plus Public Benefit Benefit Height (abutting T6, T5 & T4 only) 32 stories (refer to Article 5 for specific Transect Zone regulation) Off -Street Parking; Residential 1 .5 spaces / dwelling unit + 1 space for every 10 units for visitor parking Lodging 1 space / every 2 lodging units + 1 space for every 15 units for visitor parking Office 1 space / 800-SF of office use Commercial 3 spaces / every 1,000-SF of commercial uses Civic 1 space / every 5 seats Civil Support 1 space / every 1,000-SF of civil support use Educational 2 space / every 1,000-SF Childcare 1 space for the owner/operator and 1 space for each employeee plus 1 drop-off space for every 10 clients cared for. Parking Reductions See Article 4, Table 5 in Miami 21 based on Transit Corridor, bike rack, Metromover Station, off -site provision and/or shared parking provisions. Parking ratio may be reduced within Yz mile radius of TOD or within 1/4 mile radius of a Transit Corridor by 30% by process of Waiver, except when T6 is within 500-feet of T3. Parking may be provided by ownership or lease offsite within 1,000 feet by process of Waiver, except when site is within 500 feet of T3. Source: Miami 21, As Adopted - October 2009, Revised May 2010 and Amended May 2015 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 30 ©2017 CBRE, Inc. CBRE Packet Pg. 58 Zoning 2.3.a ANALYSIS AND CONCLUSION The improvements represent a legally -nonconforming use and, if damaged, may or may not be restored without special permit application. Additional information may be obtained from the City of Miami Planning & Zoning Department, as well as, the City of Miami Historic & Environmental Preservation (HEP) Board Authority. TRANSFERABLE DEVELOPMENT RIGHTS If the subject property owner is interested and the City of Miami Historic & Environmental Preservation (HEP) Board Authority desires to preserve the existing bank office building instead permitting demolition or renovations that would diminish the integrity of the property's historic value, then the subject property could be eligible for a Certificate of Transfer of Development Rights (TDRs). The Certificate of Transfer of Development Rights (TDRs) is subject to an approved maintenance plan and authorization for the transfer of unused development rights from the City of Miami, and subject to all conditions, recommendations and repairs noted by city staff including a recordation of a restrictive covenants, which may include a stabilization and maintenance plan. As previously noted, the Transferable Development Rights (TDRs) is a vehicle that enables a historic property owner to transfer its unused development capacity to another property owner who then is allowed to add "bonus" height or intensity to its property. Owners of a locally or nationally designated historic property that is located either in a T-4 0 or higher transect zone, or is a multi -family residence located in a T4-R transect zone, may permanently sell any additional potential capacity (unused development rights) to a property located in a T-6 transect zone. The potential sell-off of the TDRs is calculated based on the spread between the existing building square footage and the "as of right" zoning FAR/FLR (floor-area-ratio/floor-lot-ratio), subject to approval and issuance of a Certificate of TDRs from the City of Miami. In addition, the City of Miami has amended the multiplier used in the TDR calculation to 225% per square foot of the available, unused development potential permitted by the underlying Transect Zone, thereby recognizing the significance of Miami's Locally Designated Historic Resources and the additional requirements associated with the rehabilitation of a historic property. TDRs are currently being valued in downtown Miami by property owners & merchant developer's transactions, and by development fees set by the City of Miami Planning & Zoning Department and the City of Miami Historic Preservation Board. As such, we have compiled the following transaction summary of recent TDR transactions. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 31 Co 2017 CBRE, Inc. CBRE Packet Pg. 59 Zoning 2.3.a SUMMARY OF TRANSFERABLE DEVELOPMENT RIGHT COMPARABLE SALES Property Location/ Sending No. Site Transaction Type Date Receiving Site Sale Price Price Per TDRs TDR 1 Vagabond Motel, 7301 Biscayne Blvd., Miami, FL 2 Royal Motel, 7411 & 7421 Biscayne Blvd., Miami, FL 3 7416 Biscayne Boulevard, Miami, FL 4 Bayside Motor Inn, 5101 Biscayne Boulevard, Miami, FL 5 Bayside Motor Inn, 5101 Biscayne Boulevard, Miami, FL 6 Bayside Motor Inn, 5101 Biscayne Boulevard, Miami, FL 7 Cushman School, 592 NE 60th Street, Miami, FL 8 New Yorker Hotel, 6500 Biscayne Blvd., 570 NE 66th Street & 589 NE 65th Street, Miami, FL Sale Jun-13 Sale Jul-13 Sale Jan-14 Sale Oct-14 Sale Nov-14 Sale Jan-15 Sale Feb-15 Sale Jul-15 9 7541 Bicayne Blvd., Miami, FL Contract Jan-17 Icon Bay, 421 NE 28th $660,000 Street, Miami, FL Echo Brickell, 1451 $1,214,400 Brickell Ave., Miami, FL Atton Hotel, 1500 SW $412,500 1st Ave., Miami, FL District 36, 3635 NE 1st $913,750 Ave., Miami, FL Brickell Heights, 824 $1,039,601 South Miami Ave., Miami, FL Brickell Ten, 1010 SW $602,616 2nd Ave., Miami, FL SLS Lux, 801 South $1,022,884 Miami Ave., Miami, FL One Pariaso, 701 NE $165,760 31st Street, Miami, FL Maizon, 1100 SW 2nd $20,264 Ave., Miami, FL 67,716 $9.75 142,868 $8.50 50,000 $8.25 107,500 $8.50 122,306 $8.50 71,014 $8.49 131,139 $7.80 22,400 $7.40 2,533 $8.00 Compiled by CBRE Based on the foregoing presentation, we estimate TDRs to be in the range of $8.00 to $8.50 per square foot of FAR, as of the effective date of this appraisal. In turn, we have estimated the potential contributory value of TDRs for the subject property, if the property owner were to seek historic preservation, as follows: • T6-24 0, Urban Core Transect Zone permits an FLR of 7.0 x 10,637-SF of site area equals 74,459-SF of FAR or "as of right" potential gross floor area. The 74,459-SF of FAR minus 14,820-SF of existing building area equals 59,639-SF x 2.25 TDR Multiplier = 134,187.75-SF of TDRs. • 134,187.75-SF of TDRs x $8.00 to $8.50-PSF = $1,073,502 to $1,140,595. • Rounded to $1,100,000 for potential TDR sell-off. The foregoing calculation is subject to an approved maintenance plan and authorization for the transfer of unused development rights from the City of Miami, and subject to all conditions, recommendations and repairs noted by city staff and a recordation of a restrictive covenants, which may include a stabilization and maintenance plan. It is important to note that we are valuing the subject property As Is, including any contributory value of the TDRs. This is consistent with the majority of comparable sales analyzed that have local or national historic landmark potential and have all traded with the TDRs intact. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 32 Co 2017 CBRE, Inc. CBRE Packet Pg. 60 Tax and Assessment Data 2.3.a Tax and Assessment Data The following summarizes the local assessor's estimate of the subject's market value, assessed value, and taxes, and does not include any furniture, fixtures or equipment. The CBRE estimated tax obligation is also shown. AD VALOREM TAX INFORMATION Assessor's Market Value 01-3136-009-0220 2015 2016 $1,291,600 $1,398,400 Pro Forma $4,500,000 Subtotal $1,291,600 $1,398,400 $4,500,000 Assessed Value @ 100% 100% 65% General Tax Rate $1,291,600 (per $100 A.V.) 2.270320 Total Taxes Less: 4% Early Pay Discount $1,398,400 $2,925,000 2.229370 2.229370 $29,323 $31,176 $65,209 $28,151 $29,928 $62,601 Source: Assessor's Office The local Assessor's methodology for valuation is sales comparison approach. The next re- assessment of the subject is scheduled for January 1, 2018. If the subject sold for the value estimate in this report, a reassessment at that value could occur. According to a representative of the Miami -Dade County Department of Revenue, there are no delinquent property taxes encumbering the subject. TAX COMPARABLES As a crosscheck to the subject's applicable real estate taxes, CBRE, Inc. has reviewed the real estate tax information according to Miami -Dade County for comparable properties in the market area. The following table summarizes the comparables employed for this analysis: RATIO OF ASSESSED VALUE TO SALE PRICE Comparable Sale Old Post Office & Courthouse Dade Power Studios 140 Building Commonwealth Building - As Is Wynwood Treehouse Subject Year Built 1914 1950 1925 1927 1946 NRA (SF) 25,500 22,341 25,375 43,265 7,806 Tax Year 2016 2016 2016 2016 2016 Assessor's Market Value $6,300,000 $4,623,175 $5,260,375 $5,775,000 $3,139,962 Date of Sale 6/12/2014 9/23/2014 1/30/2015 11/20/2015 6/30/2016 Sales Price $6,500,000 $7,300,000 $7,750,000 $9,200,000 $3,850,000 AV Ratio 97% 63% 68% 63% 82% 1924 14,820 2016 $1,398,400 Source: Assessor's Office Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 33 Co 2017 CBRE, Inc. CBRE Packet Pg. 61 Tax and Assessment Data 2.3.a CONCLUSION Based on the foregoing, the total taxes for the subject have been estimated as $62,601, including the 4% early pay discount, based upon an assessed value of $2,925,000 or $197 per square foot. This is above the current and historical assessment, however, is considered a realistic scenario based on the "just value" statute, less cost of sale. For purposes of this analysis, CBRE, Inc. assumes that all taxes are current. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 34 Co 2017 CBRE, Inc. CBRE Packet Pg. 62 Market Analysis 2.3.a Market Analysis Primary data sources utilized for this analysis include REIS, Inc., CoStar Group, Inc. and CB Marketview reports. The subject is in the Miami market and is considered an urban Class "C" office building, subject to restoration/renovation. Miami -Dade County Office, Q4 2016 Improving market fundamentals and limited development continue to contribute to the tightening vacancy, while tenants competing for premium space continue to drive rent growth in 2017. Miami -Dade County market highlights summarized as follows: Total Vacancy 11.6% Lease Rate - Class A $43.68 PSF ONet Absorption 352,000 SF Figure 1: Total Vacancy —vs—Average Direct Asking Lease Rate (FSG) Vacancy (%) 20 15 10 5 0 Q4 2011 Q4 2012 Source: CBRE Research, 04 2016. Vacancy Rate Q4 2013 Q4 2014 O Completions 130,000 SF "Arrows indicate change from previous year. Average Asking Lease Rote Q4 2015 Asking Rate (S/SF) 40 Q4 2016 36 32 28 24 • Vacancy declined to 11.6% in Q4 2016, a reduction of 30 basis points (bps) quarter -over - quarter and 120 bps year -over -year, declining for 21 consecutive quarters. • Net absorption during Q4 2016 was 351,554 sq. ft., with 82,370 sq. ft., or 23.4%, in the downtown submarkets and 269,184 sq. ft. in the suburban submarkets. Year-to-date net absorption was 999,368 sq. ft., slightly under net absorption in 2015 of 1.1 million. • Miami's CBD had over $2.5 billion in investment sales since 2012, which was 50% of all office investment sales in Miami -Dade County. • Among the suburban submarkets, Coral Gables had $868.9 million in investment sales since 2012, the largest by dollar amount, followed by Airport/Doral and Miami Beach. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 35 Co 2017 CBRE, Inc. CBRE Packet Pg. 63 Market Analysis 2.3.a Figure 2: Market Statistics - Class A & B Total Direct Total Q4 2016 2016 Net Under Avg. Dir. Asking Inventory Vacancy Vacancy Absorption Absorption Construction Lease Rate Submarket Class (SF) (%) (a/o) (SF) (SF) (SF) (S/SF/FSG/G/MG) CBD Brickell A B Downtown Miami A CBD Total Suburban 4,190,374 10.2 10.2 43,684 304,385 2,085,545 12.0 13.0 24,208 30,920 3,257,916 18.3 18.3 11,440 (2,283) 2,311,954 20.8 20.8 (15,316) (79,868) 11,845,789 14.8 15.0 64,016 253,154 0 30,000 280,000 0 310,000 51.62 38.35 51.61 34.45 45.23 Airport/Doral A 4,571,997 5.2 5.4 60,181 107,696 246,085 32.18 B 6,022,899 11.2 11.2 28,669 123,790 0 26.75 Aventura A 1,250,700 6.1 6.5 (16,448) (17,913) 0 47.94 B 166,788 38.3 38.3 5,752 24,681 0 41.67 Biscayne Blvd. A 668,820 20.3 20.3 52,551 58,051 41,923 41.00 B 340,424 7.5 7.5 (10,497) 9,062 0 32.31 Coconut Grove A 507,367 7.1 7.1 20,521 17,334 0 36.03 B 601,071 5.4 5.5 1,276 10,268 0 34.29 Coral Gables A 4,116,758 11.0 11.2 25,513 (12,037) 181,576 39.31 B 2,992,508 5.8 6.0 (1,491) 34,663 0 34.27 Kendall A 1,398,315 11.6 11.6 (18,326) (39,799) 0 38.24 B 2,109,424 9.5 9.5 37,568 80,878 0 25.84 Miami Beach A 820,097 2.0 2.2 16,180 5,396 0 40.67 B 889,535 6.2 6.2 5,342 37,099 0 39.21 Miami Lakes A 517,331 20.1 20.1 2,093 23,730 0 27.84 B 996,735 29.4 29.4 (28,758) 4,281 0 21.70 North Miami A 560,752 8.5 8.6 27,795 56,172 184,689 26.34 B 314,047 12.1 12.1 5,535 (3,290) 0 20.22 South Dade A 0 0.0 0.0 0 0 0 0 B 467,756 22.3 22.3 1,990 (3,640) 0 25.07 29,313,324 10.0 10.1 215,446 516,422 654,273 32.34 41,159,113 11.4 11.5 279,462 769,576 964,273 37.49 Suburban Total Overall Total Source: CBRE Research, Q4 2016. Figure 3: Market Statistics -All Classes i Submarket Total Direct Total 04 2016 2016 Net Under Avg. Dir. Asking Inventory Vacancy Vacancy Absorption Absorption Construction Lease Rate (SF) (%) (%) (SF) (SF) (SF) (S/SF/FSG/G/MG) Brickell Downtown Miami 7,254,471 10.5 10.8 68,953 341,134 30,000 7,584,293 19.1 19.1 13,417 (13,290) 280,000 43.58 40.51 CBD Total Airport/Dora) Aventura Biscayne Blvd. Coconut Grove Caul Gables Kendall Miami Beach Miami Lakes North Miami South Dade Suburban Total Overall Total 14,838,764 14.9 15.0 82,370 327,844 310,000 41.57 11,710,099 8.6 8.7 95,063 299,715 246,085 27.82 1,549,296 9.6 9.9 (10,696) 6,768 0 44.98 1,596,699 13.7 13.7 42,387 58,960 41,923 36.10 1,173,438 5.8 5.9 21,797 27,602 0 34.88 7,231,294 8.8 8.9 24,022 35,786 181,576 37.65 3,683,539 10.1 10.2 27,668 60,829 0 30.79 1,959,034 3.7 3.8 24,202 43,922 0 39.62 1,953,195 24.1 24.1 (22,312) 63,590 0 22.55 1,423,572 10.7 10.8 65,063 77,992 184,689 25.39 467,756 22.3 22.3 1,990 (3,640) 0 25.07 32,747,922 9.9 10.0 269,184 671,524 654,273 31.58 47,586,686 11.5 11.6 351,554 999,368 964,273 35.86 Source: CBRE Research, Q4 2016. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. 36 CBRE Packet Pg. 64 Market Analysis 2.3.a ECONOMIC INFLUENCE Miami-Dade's steady economic growth is attracting more businesses and driving corporate expansions. A strong economy characterized by job growth and rising wages is setting the stage for another year or two of continued growth. The tightening labor market is motivating employers to focus on attracting and retaining talent resulting in increased wages for the first time in eight years. Economists expect wages to continue to rise in 201 7 but not at the rate seen in the previous recovery of the mid-2000s. The highest increases in job growth in the Miami metropolitan area were in professional and business services; trade, transportation & utilities, and leisure and hospitality. According to the Bureau of Labor Statistics, the Miami metropolitan area recorded an increase of 18,000 jobs in the twelve months prior to December 2016, representing a year -over -year gain of 1.6%. Unemployment declined to 5.0% in November 2016, down by 740 basis points (bps) since its highest levels in 2009 at 12.4%. LEASING ACTIVITY Landlords are optimistic as asking rents continue to rise at a substantial pace and vacancy drops to the lowest rate since 2009. The average asking lease rate for Class A properties in the CBD climbed to $51 .61 per sq. ft., an increase of $4.63 year -over -year or 9.9%. Average asking rates for Class A properties in the suburban submarkets rose to $36.92, an increase of $1.90 year - over -year or 5.4%. Total vacancy declined to 11.6% in Q4 2016, down 30 basis points (bps) quarter -over -quarter and 120 bps year -over -year. Leases executed during Q4 2016 totaled approximately 621,000 sq. ft. in 120 transactions. Tenants seeking space in the market have requirements that total an additional 1.2M sq. ft. Creative industries and media entertainment were the top industries in the market, followed by business services. Figure 4: Investment Sales (S millions) Submarket Proser Building Sale Price Price per SF Bu er Seller SF $ S Downtown Southeast Financial Center Amoncio Ortega (Ponce Gadea) JP Morgan Chase 1,225,000 516,600,000 421 Downtown New World Tower East End Capital Partners, LLC The Witkoff Group 292,814 84,000,000 287 Miami Beach Lincoln Place 16TH Street Partners LLC Cousins Properties, Inc. 139,887 80,025,000 572 Coral Gables Alcazar Tower Pan American Group Inc. Market Street Real Estate Partners 40,000 12,900,000 323 Kendall Office Suites Two of Bird Road David Hill/Adios 2 LLC Adrian Family Ptshp Ltd 35,719 6,700,000 188 Source: CBRE Research, 44 2016. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. 37 CBRE Packet Pg. 65 Market Analysis 2.3.a Figure 5: Significant Occupancies* Submarket Property Tenant Transaction SF Downtown SunTrust Int. Center State of Florida Office of the Attorney General 42,000 Miami Lakes The 5875 Building Lufthansa Technik Component Services Lk 31,691 Downtown One Biscayne Tower Zarco Einhorn Salkowski & Brito 26,186 Miami Lakes The 5875 Building LogisticoreSolutions, LLC 18,656 Airport/Doral Building 1300 University of Miami 18,328 Source: CBRE Research, 04 2016. Figure 6: Significant Leases Executed *Does not include renewals. Submarket Property Tenant Lease Type Transaction SF Downtown Wells Fargo Center Confidential Financial Services Firm New Lease 150,816 Coral Gables Douglas Entrance Mastec, Inc. Expansion/Renewal 65,000 Downtown Southeast Financial Center Cozen O'Connor Expansion/Renewal 22,519 Airport/Doral Building 1300 University of Miami New Lease 18,328 Brickell Two Brickell City Centre McKinsey & Company Support Services New Lease 16,926 Source: CBRE Research, Q4 2016. INVESTMENT SALES ACTIVITY Miami remains one of the world's most attractive real estate markets because of its affordability on a relative cost basis compared to other global gateway cities. The market is perceived by some foreign investors as a relatively young city with promising growth potential. Despite the strengthening of the U.S. dollar, cross -border capital investments increased in 2016 and growth is expected to continue into 2017 though Figure 7: Average Direct Asking Lease Rate (FSG/G/MG) perhaps at a more moderate level. Asking Lease Rate (S) Miami's CBD, which includes Downtown and 45 Brickell, and Coral Gables remain the prime areas for investment due to their long-term 40 growth potential. Miami's CBD had over 35 $2.5 billion in investment sales since 2012, 30 which is 50% of all office investment sales in Miami -Dade County with an average sale 25 price of $365.51 -PSF.t. 20 Among the suburban submarkets, Coral 042011 042012 042013 042014 042015 042016 Class Class B Gables had $868.9 million in investment Source: CBRE Research, 04 2016. sales since 2012, the largest by dollar amount, followed by Airport/Doral and Miami Beach with an average sale price of $230.82-PSF. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. 38 CBRE Packet Pg. 66 Market Analysis 2.3.a DEVELOPMENT New inventory in 2016 totaled 352,783 sq. ft., which included Two Brickell City Centre delivering its second office tower of 129,676 sq. ft. in the fourth quarter. This is just 22% of total completions in 2010 at the height of construction, when 1.6 million sq. ft. hit the market. Though construction increased to 964,273 sq. ft. in Q4 2016, the nine projects under construction currently will increase office inventory by only 2.0%. Two and Three MiamiCentral will add a total of 280,000 sq. ft. to the current inventory, and 800 Waterford Way will add 246,085 sq. ft. New projects that broke ground included Canal Park Office at 3323 NE 163rd Street in North Miami scheduled to deliver 184,689 sq. ft., Giralda Place delivering 65,000 sq. ft. at 2222 Ponce de Leon Boulevard in Coral Gables and Brickell Heights Office delivering 30,000 sq. ft. of office space in the mixed - use property at 850 South Miami Avenue. Figure 8: Net Absorption —vs— Vacancy Rate Net Absorption Vacancy Rate (000's of SF) (%) 1,200 20 1,000 18 800 = 15 600 13 400 10 200 8 0 — 5 2011 2012 2013 2014 2015 2016 Net Absorption Source: CBRE Research, 04 2016. —Vacancy Rate OUTLOOK The commercial property market landscape in 2017 will be characterized by continued strong leasing and sale fundamentals. As for the economic landscape, the Miami market Figure 9: Completions continues to grow moderately and add jobs. 000'sofSF) fig Completions Employment gains continue to be strong, with 2,000 unemployment dropping to 5.0 % in Q4 Forecast 1,500 2016, contributing to demand for housing, office, retail and industrial properties. 1,000 While many speculate about the end of the 500 current economic cycle, the fact that the 0 recovery has been slow and steady has led 2010 2011 2012 2013 2014 2015 2016 2017 experts to believe the current growth cycle will continue into the foreseeable future. Source: CBRE Research, 04 2016. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. 39 CBRE Packet Pg. 67 Highest and Best Use 2.3.a Highest and Best Use In appraisal practice, the concept of highest and best use represents the premise upon which value is based. The four criteria the highest and best use must meet are: • legally permissible; • physically possible; • financially feasible; and • maximally productive. The highest and best use analysis of the subject is discussed below. AS VACANT The determination of financial feasibility is dependent primarily on the relationship of supply and demand for the legally probable land uses versus the cost to create the uses. As presented in the Market Analysis section of this report, there are a variety of mixed -uses that can be developed on the subject site if vacant, including office, retail, residential & hotel, and all are enjoying different levels of success as the economy continues to grow. Although the potential for corporate & government office uses is an obvious component in the mix of uses, the office component is lagging in secondary locations outside of the Brickell Financial District and downtown CBD. However, the remaining mix of uses, specifically residential, boutique hotel and retail are on a positive upward trend in the peripheral downtown Miami CBD submarkets including Edgewater, Media & Entertainment District and Midtown. The mixed -use trend for residential rental, boutique hotel and retail is based on the velocity of land acquisitions, projects under construction and proposed pipeline projects. However, financial feasibility and maximum profitability will ultimately be determined by the owner/developer based on projected development costs and revenue projections/generation. AS IMPROVED As improved, the subject involves an historical structure that could be eligible for preservation, restoration and repurposing to office, retail, restaurant, bar/lounge & night club and -or an entertainment use. However, the existing improvements have a nominal contribution of less than 10% of overall value when compared to Land Value As If Vacant. In addition, the cost of preservation and restoration could be very costly. Therefore, it is our opinion that the highest and best use of the subject, as improved, would be either redevelop with mixed -use residential rental tower with ground floor retail or restore/renovate for owner/occupancy. The restoration/renovation for owner/occupancy is the most productive use As Improved because the cost of restoration/renovation for a tenant occupant under an income producing investment would probably not generate sufficient net revenue to support the costs to restore/renovate plus Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 40 Co 2017 CBRE, Inc. CBRE Packet Pg. 68 Highest and Best Use 2.3.a the discounting necessary for lease -up costs including risk, carry and real estate commissions necessary to secure a tenant occupant. In addition, the restoration/renovation scenario for an owner/user could produce TDR sell-off to the owner that would help as an off -set to the cost of restoration/renovation. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 41 Co 2017 CBRE, Inc. CBRE Packet Pg. 69 Appraisal Methodology 2.3.a Appraisal Methodology In appraisal practice, an approach to value is included or omitted based on its applicability to the property type being valued and the quality and quantity of information available. COST APPROACH The cost approach is based on the proposition that the informed purchaser would pay no more for the subject than the cost to produce a substitute property with equivalent utility. This approach is particularly applicable when the property being appraised involves relatively new improvements that represent the highest and best use of the land, or when it is improved with relatively unique or specialized improvements for which there exist few sales or leases of comparable properties. SALES COMPARISON APPROACH The sales comparison approach utilizes sales of comparable properties, adjusted for differences, to indicate a value for the subject. Valuation is typically accomplished using physical units of comparison such as price per square foot, price per unit, price per floor, etc., or economic units of comparison such as gross rent multiplier. Adjustments are applied to the physical units of comparison derived from the comparable sale. The unit of comparison chosen for the subject is then used to yield a total value. Economic units of comparison are not adjusted, but rather analyzed as to relevant differences, with the final estimate derived based on the general comparisons. INCOME CAPITALIZATION APPROACH The income capitalization approach reflects the subject's income -producing capabilities. This approach is based on the assumption that value is created by the expectation of benefits to be derived in the future. Specifically estimated is the amount an investor would be willing to pay to receive an income stream plus reversion value from a property over a period of time. The two common valuation techniques associated with the income capitalization approach are direct capitalization and the discounted cash flow (DCF) analysis. METHODOLOGY APPLICABLE TO THE SUBJECT In valuing the subject, only the cost approach including land valuation and the sales comparison approach are applicable and have been used. The income approach is not applicable in the estimation of market value due to the unknown costs of restoration/renovation necessary to achieve lease -up under an income producing scenario. Furthermore, the highest & best use is for an owner/user with potential for TDR sell-off. The exclusion of said approach(s) is not considered to compromise the credibility of the results rendered herein. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 42 Co 2017 CBRE, Inc. CBRE Packet Pg. 70 Land Value 2.3.a Land Value The following map and table summarize the comparable data used in the valuation of the subject site. A detailed description of each transaction is included in the addenda. ' � oz z z z z II I NW 30th St_ t 4 Q NW 301h St K i �� xq NE 29th St- NW 29th St i' I- ,� < m n zl _ NW 28th St ENE 271h 21 ��L NW 28th St - — -L—`m ^ [ Sale 4 z `[ 328 328 NW 29th St `Miami, FL 33127 D m_— i m :.,,,,,...1 � I r- NW 23rdl St �I ',NW 22nd St NW 2lst Terrace ClaraaII-6ants ara gistanan — - NW 21st St _____ jI a NW 19th S METRO Center 29tation NW 14th St _IIL NW 24th St Land Sale 1 222 NW 24th St Miami, FL 33127 27th St 26th St 2th St L 24th St =i �. Miami 71, i-5wlliams q Land Sale 2 I'. Park p1' 37 NE 15th St - Miami, FL 33132 - a Theodore-1 Gibson Park 2 METROP..all-Culmer Station NW 9th St a Subject Property 1367 N Miami Ave NW Miami, FL 33136 NE 26th NE lhti `• I ii l]'Itl 1_ r Land Sale 5 28 NE 14th St Miami, FL 33132 Metro rdaN e-i it i Ste 29th St 2-Tih St 2 B.centennial WB 9tatin NE 8tti. MaCArthU Biscayne Bay Aquatic Preserve Pace Picnic islands Biscayne Bay ZVenetlah Dr A1A aa+ 1Natson Park �� Warson Island SUMMARY OF COMPARABLE LAND SALES Transaction Actual Sale Adjusted Sale Size Size Density Allowable Allowable Indicated Price Price Per No. Property Location Type Date Zoning Price price' (Acres) (SF) (UPA) Units Bldg. Area (SF) FAR Per SF SF (FAR) 1 222, 230 and 234 Sale Nov-15 T5-O, Urban $5,850,000 $5,850,000 0.34 14,625 --- --- 90,000 6.15 $400.00 $65.00 Northwest 24th Street Center & NRD-1 Miami, FL 33127 2 37-47 NE 15th Street Sale Dec-15 T6-24 0, Urban $11,500,000 $13,464,918 0.85 37,049 149.3 127 259,340 7.00 $363.44 $51.92 1523 & 1529 NE Miami Ct. Core Transect & 1502 NE Miami PI. Zone Miami, FL 33132 3 511 NE 15th Street Sale Feb-16 T6-36b 0, Urban $8,000,000 $8,000,000 0.27 11,700 148.9 40 140,400 12.00 $683.76 $56.98 Miami, FL 33132 Core Transect Zone 4 328-342 NW 29th Street Sale Sep-16 T6-8 0, Urban $6,300,000 $6,300,000 0.48 21,000 --- --- --- --- $300.00 Miami, FL 33127 Core & NRD-1 5 28-30 NE 14th Street Sale Nov-16 T6-24 0, Urban $6,098,900 $6,098,900 0.39 17,180 --- --- --- --- $355.00 Miami, FL 33132 Core Transect Zone Subj. 1367 North Miami Avenue, Contract Feb-17 T6-24 0, Urban 55,500,000 $5,500,000 0.24 10,637 150.0 36.00 74,457 7.00 4517.08 $73.87 Miami, Florida Core Transect Zone Adjusted sale price for cash equivalency and/or development costs (where applicable) Compiled by CBRE The sales utilized represent the best data available for comparison with the subject and were selected from the greater Miami area within a 1-to-15 block radius of the subject. These sales were chosen based upon location, zoning/density and highest & best uses. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 43 © 2017 CBRE, Inc. CBRE Packet Pg. 71 Land Value 2.3.a DISCUSSION/ANALYSIS OF LAND SALES Land Sale One This comparable represents the acquisition of a 0.34-acre commercial site for retail/office development within the Wynwood District of Miami. The site is located at 222-234 NW 24th Street, Miami, Florida, immediately west of Panther Coffee and NW 2nd Avenue. This area is the heart of Wynwood where recent and proposed residential and mixed -use developments are present, and within the NRD-1, Neighborhood Revitalization District. The buyer, RedSky Capital, is proposing an 8-story, loft -style office building with ground floor retail, a breezeway for pedestrians and a rooftop terrace. RedSky paid $5,850,000, or $400-PSF of land and hired Arquitectonica to design the project, which is known as "Cube Wynwood". Permits were secured in late 2016, construction is slated to begin Q1 201 7, and delivery in 2018. We adjusted Land Sale 1 upwards for interior, non -corner location and inferior frontage when compared to the subject property corner/North Miami Avenue & NE 14th Street frontage. Land Sale Two This comparable land sale comprises a two-part land assemblage & swap with an abutting owner/developer. The buyer, Miami Plaza, LLC is identified as The Melo Group who is one of the most active residential condo & rental tower developers in the submarket. The primary acquisition included 18,516-SF fronting the northeast corner of NE 15th Street and NE Miami plus two lots, totaling 10,290-SF, of non-contiguous site area for a purchase price of $11,500,000, facilitated with a $4,642,000 loan assumption from a private lender. The two, non-contiguous lots were subsequently swapped with the abutting owner/developer for the secondary acquisition comprising 18,533-SF along the northwest corner of NE 15th Street and NE Miami Place for a purchase price of $1,964,918. The abutting owner/developer paid The Melo Group $1,216,500 for the two, non-contiguous lots totaling 10,290-SF and subsequently taking control of 37,252-SF of contiguous site area fronting NE 16th Street, thereby splitting the entire block between the two developers. The acquired site is zoned T6-24 0, which allows a variety of residential and commercial uses with a maximum Floor Lot Ratio of 7.0 plus 30% public benefit and 150 dwelling units per acre. The close proximity to the 50 NE 15th Street School Board Metromover Station permits parking ratio reductions of 30% based on TOD (Transit Oriented Development) and Transit Corridor. Plus, a modified residential density increase to 500 units per acre within the Omni neighborhood. We adjusted Land Sale 2 upwards for larger size value relationship and for interior frontage when compared to the subject property North Miami Avenue frontage. Land Sale Three This comparable land sale is located at the northeast corner of Biscayne Boulevard & NE 15th Street in the Miami Arts & Entertainment District in downtown Miami, Florida. This is a strategic location with high density redevelopment potential, mass transit connectivity, setback Biscayne Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. 44 CBRE Packet Pg. 72 Land Value 2.3.a Bay views from future upper floors, and high scoring walkability to the Adrienne Arsht Center for the Performing Arts, Museum Park, the American Airlines Arena and Bayside Marketplace. The buyer is an owner/developer of boutique hotels in south Florida and entered into a short term sale/leaseback with the seller who previously acquired the property in March 1998 for $440,000 and operated Sun Electronics. The existing building was originally developed in 1941 and comprises 4,440-SF. The seller renovated the property including roof top solar energy panels and other energy efficient features as part of the business and advocacy for alternative energy sources. The seller listed the property for $8,998,000 as a "for sale by owner" redevelopment opportunity. We adjusted Land Sale 3 downwards for superior frontage along Bayshore Drive & NE 15'h Street, downwards for superior location east of Biscayne Boulevard and downwards for superior zoning/density when compared to the subject property. Land Sale Four This comparable land sale comprises three (3) lots with two (2) obsolete office/warehouse buildings and a surface parking that date back to the 1950s & 1960s. The properties were tenant occupied by 328 Design Group and HES-Group. The site location is along the south side of NW 29th Street and within the NRD-1 Neighborhood Revitalization District boundary. The site is zoned T6-8 0, Urban Core Transect Zone that permits up to 150 dwelling units per acre and 2 to 8 story building height limits plus a 4-story benefit height and favorable setback & off-street parking requirements. The buyer is a local investor/speculator. We adjusted Land Sale 4 upwards slightly for larger size/value relationship and upwards for inferior, non -corner and inferior street frontage, and upwards for inferior location at the north edge of the Wynwood Arts District when compared to the subject property North Miami Avenue & NE 14th Street frontage. Land Sale Five This comparable sale is an obsolete retail strip building dating to 1945 that was previously owned by night club entrepreneur Carmel Ophir who operated Barfly and The Vagabond at this location. In 2014, the property traded to Russell Bruce (a.k.a. Global Adversity, LLC) for $2,700,000 with the transaction facilitated with a $2,497,500 SBA loan in favor of Cl Bank. Russell Bruce combined & renovated several of the former bar spaces to open Railroad Blues. However, the Cl Bank & the loan was acquired by Bank of Ozarks and there was pressure from the lender who forced a loan payoff and sale to A & E District 14 Street LLC. That transaction was followed by a sell-off to Coral Ritz Residences, LLC for $6,098,900. The site fronts NE 14th Street and is improved with a 5,400-SF strip retail building built -out with bar/night club interiors and fenced patio bar area. We adjusted Land Sale 5 upward slightly for larger size/value relationship and upwards for inferior street location when compared to the subject North Miami Avenue frontage. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 45 Co 2017 CBRE, Inc. CBRE Packet Pg. 73 Land Value 2.3.a SUMMARY OF ADJUSTMENTS Based on our comparative analysis, the following chart summarizes the adjustments warranted to each comparable. LAND SALES ADJUSTMENT GRID Comparable Number 1 2 3 4 5 Subject Transaction Type Sale Sale Sale Sale Sale Contract Transaction Date Nov-15 Dec-15 Feb-16 Sep-16 Nov-16 Feb-17 Zoning T5-0, Urban T6-24 0, Urban T6-36b 0, T6-8 0, Urban T6-24 0, T6-24 0, Urban Center & NRD-1 Core Transect Urban Core Core & NRD-1 Urban Core Core Transect Zone Transect Zone Transect Zone Zone Actual Sale Price $5,850,000 $11,500,000 $8,000,000 $6,300,000 $6,098,900 $5,500,000 Adjusted Sale Pricer $5,850,000 $13,464,918 $8,000,000 $6,300,000 $6,098,900 $5,500,000 Size (Acres) 0.34 0.85 0.27 0.48 0.39 0.24 Size (SF) 14,625 37,049 11,700 21,000 17,180 10,637 Density (UPA) --- 149.32 148.92 --- --- 150.00 Allowable Units --- 127 Units 40 Units 36 Units Allowable Bldg. Area (SF) 90,000 SF 259,340 SF 140,400 SF 74,457 SF Indicated FAR 6.15 7.00 12.00 --- 7.00 Price Per SF $400.00 $363.44 $683.76 $300.00 $355.00 $517.08 Price Per Bldg. Area $65.00 $51.92 $56.98 --- $73.87 Price Per Unit --- $106,023 $200,000 --- --- $152,778 Price ($ PSF) $400.00 $363.44 $683.76 $300.00 $355.00 $517.08 Property Rights Conveyed 0% 0% 0% 0% 0% 0% Financing Terms 1 0% 0% 0% 0% 0% 0% Conditions of Sale 0% 0% 0% 0% 0% 0% Market Conditions (Time) 0% 0% 0% 0% 0% 0% Subtotal $400.00 $363.44 $683.76 $300.00 $355.00 $517.08 Size 0% 10% 0% 5% 5% 0% Shape 0% 0% 0% 0% 0% 0% Corner 5% 0% 0% 5% 0% 0% Frontage 5% 5% -10% 5% 5% 0% Topography 0% 0% 0% 0% 0% 0% Location 0% 0% -10% 10% 0% 0% Zoning/Density 0% 0% -20% 0% 0% 0% Utilities 0% 0% 0% 0% 0% 0% Highest & Best Use 0% 0% 0% 0% 0% 0% Total Other Adjustments 10% 15% -40% 25% 10% 0% Value Indication PSF of Site $440.00 $417.96 $410.26 $375.00 $390.50 $517.08 Value Indication PSF of FAR $71.50 $59.71 $34.19 $73.87 Value Indication Per Unit $121,928 $120,000 $152,778 1 Adjusted sale price for cash equivalency and/or development costs (where applicable) Compiled by CBRE SUPPLEMENTAL COMPARABLE LISTING DATA We also considered active listings within the Media & Entertainment District presented as follows: SUMMARY OF COMPARABLE LAND LISTINGS No. Property Location Transaction List Size Size Price Type Status Zoning Price (Acres) (SF) Per SF A 45 NE 16th Street, Miami, FL Listing Under T6-24 0, Urban $14,000,000 0.67 29,100 $481.10 Contract Core Transect Zone B 1317 N. Miami Ave., Miami, Listing Active - T6-24 0, Urban $7,500,000 0.41 18,000 $416.67 FL 650 DOM Core Transect Zone Subject 1367 North Miami Avenue, Contract Feb-17 T6-24 0, Urban $5,500,000 0.24 10,637 $517.08 Miami, Florida Core Transect Zone Compiled by CBRE Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. 46 CBRE Packet Pg. 74 Land Value 2.3.a CONCLUSION The comparables sales presented produced an overall unadjusted value indicator range from $300.00 to $683.76 per square foot of rentable area. After considering and -or applying adjustments for property rights conveyed, financing terms & conditions, conditions of sale, market conditions (time), size, shape, corner/frontage, topography, location, and zoning density, the range of value indicators was narrowed substantially to $375.00 to $440.00 per square foot of site area. Based on the preceding analysis, Comparables 2 & 4 were the most representative of the subject site, and warranted greatest consideration because of recent sale transaction dates, location and zoning/density. In conclusion, a price per square foot of site area near the midpoint of the unadjusted, at the low end of the active listing range and within the narrow adjusted range of value indicators was most appropriate for valuing the subject site As If Vacant and available to be put to its Highest & Best Use. The following table presents the land valuation conclusion: CONCLUDED LAND VALUE AS IF VACANT $ PSF Subject SF Total $390.00 x 10,637 = $4,148,305 $410.00 x 10,637 = $4,361,039 Indicated Value As If Vacant: $4,250,000 (Rounded $ PSF) $399.56 Compiled by CBRE Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. 47 CBRE Packet Pg. 75 Cost Approach 2.3.a Cost Approach In estimating the replacement cost new for the subject, the following methods/data sources have been utilized (where available): • the comparative unit method has been employed, utilizing the Marshall Valuation Service (MVS) cost guide, published by Marshall and Swift, LLC; MARSHALL VALUATION SERVICE Direct Cost Salient details regarding the direct costs are summarized in the Cost Approach Conclusion at the end of this section. The MVS cost estimates include the following: 1. average architect's and engineer's fees for plans, plan check, building permits and survey(s) to establish building line; 2. normal interest in building funds during the period of construction plus a processing fee or service charge; 3. materials, sales taxes on materials, and labor costs; 4. normal site preparation including finish grading and excavation for foundation and backfill; 5. utilities from structure to lot line figured for typical setback; 6. contractor's overhead and profit, including job supervision, workmen's compensation, fire and liability insurance, unemployment insurance, equipment, temporary facilities, security, etc.; 7. site improvements (included as lump sum additions); and 8. initial tenant improvement costs are included in MVS cost estimate. However, additional lease -up costs such as advertising, marketing and leasing commissions are not included. Base building costs (direct costs) are adjusted to reflect the physical characteristics of the subject. Making these adjustments, including the appropriate local and current cost multipliers, the direct building cost is indicated. Additions Items not included in the direct building cost estimate include parking and walks, signage, landscaping, and miscellaneous site improvements. The cost for these items is estimated separately using the segregated cost sections of the MVS cost guide. Indirect Cost Items Several indirect cost items are not included in the direct building cost figures derived through the MVS cost guide. These items include developer overhead (general and administrative costs), property taxes, legal and insurance costs, local development fees and contingencies, lease -up and marketing costs and miscellaneous costs. The concluded indirect cost allowance is 20.0%. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 48 Co 2017 CBRE, Inc. CBRE Packet Pg. 76 Cost Approach 2.3.a MVS Conclusion The concluded direct and indirect building cost estimates obtained via the MVS cost guide are illustrated as follows: MARSHALL VALUATION SERVICE COST SCHEDULE Primary Building Type: Effective Age: Condition: Exterior Wall: Number of Stories: Office 93 YRS Poor CBS, Masonry, Steel & Wood 1 & 2 Height per Story: Number of Buildings: Gross Building Area: Net Rentable Area: Average Floor Area: 11'&14' 2 14,820 SF 14,820 SF Building MVS Sec/Page Quality/Bldg. Class Building Component Component Sq. Ft. Base Square Foot Cost Square Foot Refinements Hot & Chilled Water (zoned) Elevator - None Historically Relevant Facade Subtotal Height and Size Refinements Number of Stories Multiplier Height per Story Multiplier Floor Area Multiplier Subtotal Cost Multipliers Current Cost Multiplier Local Multiplier Final Square Foot Cost Base Component Cost 10.0% 1 2 15/17 Good/B Shell & Interior 11,734 SF $201 .95 ($27.75) ($5.52) $20.20 15/34 Average/C Shell 3,086 SF $59.06 ($2.16) $188.88 1 .000 1 .046 0.932 $56.90 1 .000 0.977 1 .083 $184.13 1 .02 0.96 $60.21 1 .04 0.97 $180.30 $2,115,629 $60.74 $187,429 Base Building Cost (via Marshall Valuation Service cost data) Additions Concrete Sidewalks & Curbs, Storm Water Drainage, Utilities & Misc. Site Improvements Direct Building Cost Indirect Costs Direct and Indirect Building Cost Rounded 10.0% of Direct Building Cost $2,303,058 $300,000 $2,603,058 $260,306 $2,863,364 $2,863,000 Compiled by CBRE Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 49 Co 2017 CBRE, Inc. CBRE Packet Pg. 77 Cost Approach 2.3.a DIRECT AND INDIRECT COST CONCLUSION The indicated direct and indirect building costs for the subject are illustrated as follows: DIRECT AND INDIRECT COST CONCLUSION Source Subject Estimate Per SF MVS Cost Guide $2,863,000 $193.18 CBRE Estimate $2,863,000 $193.18 Compiled by CBRE ENTREPRENEURIAL PROFIT Entrepreneurial profit represents the return to the developer, and is separate from contractor's overhead and profit. The concluded entrepreneurial incentive is 15.0% of building cost and land value. ACCRUED DEPRECIATION There are essentially three sources of accrued depreciation: 1. physical deterioration, both curable and incurable; 2. functional obsolescence, both curable and incurable; and 3. external obsolescence. Physical Deterioration The following chart provides a summary of the remaining economic life. ECONOMIC AGE AND LIFE Actual Age Effective Age MVS Expected Life Remaining Economic Life Accrued Physical Incurable Depreciation Compiled by CBRE 93 Years 93 Years 100 Years 7 Years 93.0% Functional Obsolescence Based on a review of the design and layout of the improvements, no forms of curable functional obsolescence were noted. Because replacement cost considers the construction of the subject improvements utilizing modern materials and current standards, design and layout, functional incurable obsolescence is not applicable. External Obsolescence Based on a review of the local market and neighborhood, no forms of external obsolescence affect the subject. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 50 Co 2017 CBRE, Inc. CBRE Packet Pg. 78 Cost Approach 2.3.a COST APPROACH CONCLUSION The value estimate is calculated as follows. COST APPROACH CONCLUSION Primary Building Type: Office Height per Story: 1 1' & 14' Effective Age: 93 YRS Number of Buildings: 2 Condition: Poor Gross Building Area: 14,820 SF Exterior Wall: CBS, Masonry, Steel & Wood Net Rentable Area: 14,820 SF Number of Stories: 1 & 2 Average Floor Area: --- Direct and Indirect Building Cost $2,863,000 Entrepreneurial Incentive 15.0% of Total Building Cost & Land Value $1,066,950 Replacement Cost New $3,929,950 Accrued Depreciation Incurable Physical Deterioration 93.0% of Replacement Cost New less ($3,654,854) Curable Physical Deterioration Functional Obsolescence External Obsolescence Total Accrued Depreciation $0 $0 93.0% of Replacement Cost New ($3,654,854) Depreciated Replacement Cost $275,097 Land Value $4,250,000 Indicated Value $4,525,097 Rounded $4,525,000 Curable Physical Deterioration $0 Lease -Up Discount $0 Indicated As Is Value $4,525,000 Rounded $4,525,000 Value Per SF $305.33 Compiled by CBRE Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 51 Co 2017 CBRE, Inc. CBRE Packet Pg. 79 Insurable Value 2.3.a Insurable Value Insurable value is defined as follows: 1. the value of an asset or asset group that is covered by an insurance policy; can be estimated by deducting costs of noninsurable items (e.g., land value) from market value. 2. value used by insurance companies as the basis for insurance. Often considered to be replacement or reproduction cost plus allowances for debris removal or demolition less deterioration and noninsurable items. Sometimes cash value or market value, but often entirely a cost concept. 6 3. a type of value for insurance purposes. ' CBRE, Inc. has followed traditional appraisal standards to develop a reasonable calculation based upon industry practices and industry -accepted publications such as the Marshall Valuation Service. The methodology employed is a derivation of the cost approach and is not reliable for insurable value estimates. Actual construction costs and related estimates can vary greatly from this estimate. The insurable value estimate presented herein is intended to reflect the value of the destructible portions of the subject, based on the replacement of physical items that are subject to loss from hazards (excluding indestructible items such as basement excavation, foundation, site work, land value and indirect costs). In the case of the subject, this estimate is based upon the base building costs (direct costs) as obtained via the Marshall Valuation Service cost guide, with appropriate deductions. This analysis should not be relied upon to determine proper insurance coverage as only consultants considered experts in cost estimation and insurance underwriting are qualified to provide an insurable value. It is provided to aid the client/reader/user as part of their overall decision making process and no representations or warranties are made by CBRE, Inc. regarding the accuracy of this estimate. It is strongly recommended that other sources be utilized to develop any estimate of insurable value. 6 Marshall & Swift/Boeckh, LLC, Marshall Valuation Service, (Los Angeles: Marshall & Swift/Boeckh, LLC, 2010), Sec 3, 2. p 7 Appraisal Institute, The Dictionary of Real Estate Appraisal, 5th ed. (Chicago: Appraisal Institute, 2010), 102. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 52 Co 2017 CBRE, Inc. CBRE Packet Pg. 80 Insurable Value 2.3.a INSURABLE VALUE Primary Building Type: Effective Age: Condition: Exterior Wall: Number of Stories: Office 93 YRS Poor CBS, Masonry, Steel & Wood 1 & 2 Height per Story: Number of Buildings: Gross Building Area: Net Rentable Area: Average Floor Area: 11'&14' 2 14,820 SF 14,820 SF Building MVS Sec/Page Quality/Bldg. Class Building Component Component Sq. Ft. Base Square Foot Cost Square Foot Refinements Hot & Chilled Water (zoned) Elevator - None Historically Relevant Facade Subtotal Height and Size Refinements Number of Stories Multiplier Height per Story Multiplier Floor Area Multiplier Subtotal Cost Multipliers Current Cost Multiplier Local Multiplier Final Square Foot Cost Base Component Cost 10.0% 1 2 15/17 Good/B Shell & Interior 11,734 SF $201 .95 ($27.75) ($5.52) $20.20 15/34 Average/C Shell 3,086 SF $59.06 ($2.16) $188.88 1 .000 1 .046 0.932 $56.90 1 .000 0.977 1.083 $184.13 1 .02 0.96 $60.21 1 .04 0.97 $180.30 $60.74 $2,115,629 $187,429 Base Building Cost Insurable Exclusions Indicated Insurable Value Rounded Value Per SF (via Marshall Valuation Service cost data) 10.0% of Total Building Cost $2,303,058 ($230,306) $2,072,752 $2,075,000 $140.01 Compiled by CBRE Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 53 Co 2017 CBRE, Inc. CBRE Packet Pg. 81 Sales Comparison Approach 2.3.a Sales Comparison Approach The following map and table summarize the comparable data used in the subject. A detailed description of each transaction is included in the addenda. z z z l z z z -� m NE 29th St a — W1 29[h St Sale 5 -- -.. z , F NE 27th St i N 3 2210 NW Miami Ct —� y `m m_ Mlaml, FL 33127 -- NE 26th St — � m NE23dS[ z _ NW 24th St 1r �[ I 2 r St ip NW 23rd S[ IL rV2392t 17_,t Jj:, o Z , 0 NE 29th St C. S1 < i. m NE 991h St ; [viargaret z �l Pace Park 6W19thSt z - - NW 181h St NW 16th Terrace NW 15th St -- j. 933 iti Sewell Pa�r���/ 4- s R 1 Sabines Wey z it - Luis NW6thSt z-- NW 5th St `t °.1 g o NW 4th St >ars b > T NW 3rd St n 933 NW 2nd St NW 1st St I�LJL Sew21 NW 1st St "I -at -St __.yd Flagler. St_-96eglerSt ce 2 LL_,t 4 13 nd St rrt rd St > � 441 NW 11th St •tz, NW 8th=Sh NW 7th St 1,1,14 NW 6th St -LLP NW 5th St 9 968 '7' ,1 Subject Property I,_ 1367 N Miami Ave �m z Miami, FL 33136 • H_isra me Island 5 %/ '�` � s # NE 14th 9t Sale 3 140 N Miami Ave Miami, FL 33128 valuation of the Biscayne Bay Pace Picnic Islands is St m Oth St 1 I ti m Sale I 100 NE 1st Ave Miami, FL 33132 ° Bricked Biscayne Bay Aquatic Preserve Di Lida Island San Mazv San Marro Island Island Miami Beach Watson Hibiscus Island N wks Park Cos Ql Watson Island CIeDCD AIR �4 M C Uise 7 d r 4/744a. wan] Island P g n d Dtye tiq rrOPlc p Dodge Island Pon of IM2vi Lununns Island SUMMARY OF COMPARABLE OFFICE SALES No. Property Name Transaction Land YOC / NRA Actual Sale Adjusted Sale Price Type Date (Acres) Reno'd (SF) Price Price ' Per SF' Occ. 1 Old Post Office & Courthouse, Sale Jun-14 0.21 1914 / 25,500 $11,000,000 $6,500,000 $254.90 39% 100 NE 1st Avenue 2003 Miami, FL 33132 2 Power Studios, Sale Sep-14 0.30 1950 22,341 $7,300,000 $7,300,000 $326.75 50% 55-57 N.E. 1st Street Miami, FL 33132 3 140 Building, Sale Jan-15 0.34 1925 25,375 $7,750,000 $7,750,000 $305.42 89% 140 N Miami Avenue Miami, FL 33128 4 Dade Commonwealth Building, Sale Nov-15 0.17 1927 / 38,122 $9,200,000 $9,200,000 $241.33 39% 139 NE 1st Street, Miami, FL 2004 33132 5 Wynwood Treehouse, Sale Jun-16 0.31 1946 / 7,806 $3,850,000 $3,850,000 $493.21 0% 2210 NW Miami Court 1995 Miami, FL 33127 Subj. Historic Citizen Bank Building, Contract Mar-17 0.24 1924 14,820 $5,500,000 $5,500,000 $371.12 0% 1367 North Miami Avenue Miami, FL 33132 I Adjusted sale price for cash equivalency, lease -up and/or deferred maintenance (where applicable) Compiled by CBRE Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 54 © 2017 CBRE, Inc. CBRE Packet Pg. 82 Sales Comparison Approach 2.3.a The sales utilized represent the best data available for comparison with the subject. They were selected from our research of comparable improved sales within a 1-to-15 block radius of the subject. These sales were chosen based upon location, age/condition, size and physical characteristics. DISCUSSION/ANALYSIS OF IMPROVED SALES We have considered similarities and differences for each of the comparable improved sales in direct comparison to the subject property at stabilization. We have considered adjustments to the comparable sales for differences and improving market conditions (time), condition of sale, i.e. premium for assemblage to an abutting property of same owner/buyer, location, size/value, age/condition, off-street parking and land -to -building ratios when compared to the subject property As Is. In addition, we are valuing the subject property As Is, including any contributory value of the TDRs. This is consistent with the majority of comparable sales analyzed that have local or national historic landmark potential and have all traded with the TDRs intact. Improved Sale One According to historic accounts and official references, this comparable sale property was constructed over three years, between 1912-14, and was designed by Kiehnel and Elliott and Oscar Wenderoth. In January 1989, the subject property was added to the U.S. National Register of Historic Places. More recently, the 1st & 2nd floor of the property was tenant leased to Office Depot in 1991 and then to the Miami Center for Architecture & Design in 2012, and still occupies the 1st & 2nd floors based on a five (5) and six (6) month lease term with an effective date of June 12, 2012, plus one (1), five (5) year option to extend. The underlying site zoning is a high density, T6-80, Urban Core classification and the historic status makes the ownership of the property eligible for the sell-off of approximately 188,920-SF of Transfer of Development Rights (TDRs), i.e. the spread between the existing building square footage and the "as of right" zoning FAR/FLR (floor-area-ratio/floor-lot-ratio), subject to approval and issuance of a Certificate of TDRs from the City of Miami. The prior owner acquired the property in 2000 and was considering a condo conversion plan. The current owner/buyer paid $1 1,000,000 for the Post Office and a 15,000-SF surface parking lot fronting NE 2nd Street. We have abstracted the surface lot from the acquisition of the Post Office by allocating $300.00-PSF to the site area based on market conditions at time of sale in June 2014. The current owner/developer is proposing a $6,336,000 construction cost budget to renovate and repurpose the property into a food hall with market and artisan retail & restaurant vendors and has gutted the basement (6,000-SF for back -of -house), and the 3rd floor & the 4th floor (3,500-SF attic) in preparation of that plan. The difference between the gross building area and the net rentable area presented is the basement & attic areas are in As Is condition at time of sale. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 55 Co 2017 CBRE, Inc. CBRE Packet Pg. 83 Sales Comparison Approach 2.3.a We adjusted Sale 1 upwards for improving market conditions between sale transaction date and the effective date of this appraisal. We also adjusted Sale 1 upwards for larger size/value relationship, downwards for superior age/condition and downwards for superior zoning/density & potential for TDRs when compared to the subject property. Improved Sale Two This comparable sale is a mixed -use retail/office building that abuts & wraps around the Old Post Office & Courthouse at the corner of NE 1st Street & NE 1st Avenue and was built in the 1950's- built as an addition to the Historic Post Office. The current buyer is assembling multiple properties within the downtown CBD submarket. The tenant base is comprised mostly of ground floor retail Chrono Sky Inc. Watch Shop, Yaffa & Sons Jewelry, Precious and Hippiechic. Seconed floor tenants comprise George Kovacs Investments, H & S Jewelry, Inter Arms Trading, JNS Jewelry Repair and Mario's Casting Jewelry. The transaction was facilitated with a short term, $4,000,000 purchase money mortgage. We also noted the seller previously acquired the property in March 2012 for $2,200,000. We adjusted Sale 2 downwards for superior property rights conveyed, i.e. leased fee interest with tenant revenue and upwards for improving market conditions between sale transaction date and effective date of the appraisal. We also adjusted Sale 2 upwards for larger size/value relationship, downwards for superior age/condition and downwards for superior retail tenancy when compared to the subject property. Improved Sale Three This is the sale of a multi -tenant building located at the southwest corner of NW 2nd Street and North Miami Avenue, within the CBD of Miami, Miami -Dade County, Florida. The property consists of a two-story building with 25,375 SF situated on a 0.34-acre site. The property was built during 1925 and was in fair condition at time of sale. The property was under contract for 30 to 45 days and closed January 2015 for $7,750,000 ($305.42/SF of building area). The buyer purchased the property with the intent to remodel & re -lease with retail and office tenants. This was an "arm's length" transaction. We adjusted Sale 3 downwards for superior property rights conveyed, i.e. leased fee interest with tenant revenue and upwards for improving market conditions between sale transaction date and effective date of the appraisal. We also adjusted Sale 3 upwards for larger size/value relationship and downwards for superior zoning/density & potential for TDRs when compared to the subject property. Improved Sale Four This comparable sale property is a 27,91 1-square foot (usable and 38,122-square feet of rentable area, including common areas), seven -story, urban office building located at 139 N.E. 1 st Street in the downtown Miami central business district (CBD). The improvements were constructed in 1925, renovated in 2004 and are situated on a 0.172-acre, high density, urban Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 56 Co 2017 CBRE, Inc. CBRE Packet Pg. 84 Sales Comparison Approach 2.3.a core zoned site. Currently, the property is 39% leased. We also noted, that the property was originally developed to 17-stories and severely damaged in the Hurricane of 1926 forcing the removal of the top 10-floors. Also notable, is the property was added to the U.S. National Register of Historic Places in January 1989 based on the neo-classicism architectural style that represents the opulence of the 1920's economic boom. The purchase contract is dated September 2014 at a purchase price of $9,200,000 with the closing date revised several times and ultimately closing in November 2015. The buyer intends on adding 7-floors stacked on top of the existing roof and converting the subject property into a 122-room boutique hotel including retail/restaurant space and a sundeck with spa on the existing roof/future 8th floor. We adjusted Sale 4 downwards for superior property rights conveyed, i.e. leased fee interest with tenant revenue and upwards for improving market conditions between sale transaction date and effective date of the appraisal. We also adjusted Sale 4 upwards for larger size/value relationship, downwards for superior age/condition and downwards for superior zoning/density & potential for TDRs when compared to the subject property. Improved Sale Five This comparable sale is a vacant 7,806-SF office/warehouse property with fenced yard located at the northwest corner of NW 22nd Street and NW Miami Court within the Wynwood Arts District. The property was broker listed at $4,100,000 and contracted "all cash" at $3,850,000. The property was marketed as a renovation investment and the buyer finalized the approvals to demolish 4,608-SF of warehouse area and redevelop /renovate a total of 7,750-SF for multi - tenant retail showroom with open floor plans, mezzanines, glass storefronts, vanilla shell condition, polished concrete floors, exposed duct work and on -site parking. Rental rates for renovated retail space is $45.00-PSF, triple net for 1,028 & 2,095 square foot bays. We adjusted Sale 5 downwards for smaller size/value relationship, downwards for superior age/condition, downwards for superior off -site parking and downwards for superior one-story retail re -purpose versus multi -story when compared to the subject property. SUMMARY OF ADJUSTMENTS Based on our comparative analysis, the following chart summarizes the adjustments warranted to each comparable. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 57 Co 2017 CBRE, Inc. CBRE Packet Pg. 85 Sales Comparison Approach 2.3.a OFFICE SALES ADJUSTMENT GRID Comparable Number 1 2 3 4 5 Subject Transaction Type Sale Sale Sale Sale Sale Contract Transaction Date Jun-14 Sep-14 Jan-15 Nov-15 Jun-16 Mar-17 Year Built/Renovated 1914 / 2003 1950 1925 1927 / 2004 1946 / 1995 1924 NRA (SF) 25,500 22,341 25,375 38,122 7,806 14,820 Actual Sale Price $11,000,000 $7,300,000 $7,750,000 $9,200,000 $3,850,000 $5,500,000 Adjusted Sale Price 1 $6,500,000 $7,300,000 $7,750,000 $9,200,000 $3,850,000 $5,500,000 Price Per SF ' $254.90 $326.75 $305.42 $241.33 $493.21 $371.12 Occupancy 39% 50% 89% 39% 0% 0% Adj. Price Per SF $254.90 $326.75 $305.42 $241.33 $493.21 $371.12 Property Rights Conveyed 0% -5% -5% -5% 0% 0% Financing Terms 1 0% 0% 0% 0% 0% 0% Conditions of Sale 0% 0% 0% 0% 0% 0% Market Conditions (Time) 10% 10% 5% 5% 0% 0% Subtotal - Price Per SF $280.39 $341.45 $304.66 $240.73 $493.21 $371.12 Location 0% 0% 0% 0% 0% 0% Size 10% 10% 10% 20% -10% 0% Age/Condition -5% -10% -10% -5% -5% 0% Quality of Construction 0% 0% 0% 0% 0% 0% Parking 0% 0% 0% 0% -10% 0% Tenancy 0% -5% 0% 0% 0% 0% Multi -Story vs. 1-Story 0% 0% 0% 0% -10% 0% Zoning/Density/TDRs -5% 0% -5% -5% 0% 0% Total Other Adjustments 0% -5% -5% 10% -35% 0% Indicated Value Per SF $280.39 $324.38 $289.42 $264.80 $320.59 $371.12 1 Adjusted for cash equivalency, lease -up and/or deferred maintenance (where applicable) Compiled by CBRE SALE PRICE PER SQUARE FOOT CONCLUSION Overall, Comparables 1, 3 & 5 were the most representative of the subject, and warranted greatest consideration because of location and physical characteristics. In addition, we have also considered the contract purchase price reported for the subject property. The following chart presents the valuation conclusion: SALES COMPARISON APPROACH NRA (SF) X Value Per SF = Value 14,820 X $280.00 = $4,149,600 14,820 X $320.00 = $4,742,400 VALUE CONCLUSION Indicated Value $4,500,000 Deferred Maintenance $0 Lease -Up Discount $0 Indicated As Is Value $4,500,000 Rounded $4,500,000 Value Per SF $303.64 Compiled by CBRE Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 58 Co 2017 CBRE, Inc. CBRE Packet Pg. 86 Reconciliation of Value 2.3.a Reconciliation of Value The value indications from the approaches to value are summarized as follows: SUMMARY OF VALUE CONCLUSIONS As Is on March 22, 2017 Cost Approach $4,525,000 Sales Comparison Approach $4,500,000 Income Capitalization Approach Not Applicable Reconciled Value $4,500,000 Compiled by CBRE The cost approach typically gives a reliable value indication when there is substantial depreciation of the improvements and a majority of the value is attributed to land value. Considering the quality & quantity of comparable land sale data and substantial amount of depreciation present in the property, the reliability of the cost approach is considered good. Therefore, the cost approach is considered equally applicable to the subject and is given weighted emphasis in the final reconciliation. In the sales comparison approach, the subject is compared to similar properties that have been sold recently or for which listing prices or offers are known. The sales used in this analysis are considered comparable to the subject, and the required adjustments were based on reasonable and well -supported rationale. In addition, market participants are currently analyzing purchase prices on investment properties as they relate to available substitutes in the market. Therefore, the sales comparison approach is considered to provide a reliable value indication, but has been given secondary emphasis in the final value reconciliation. Based on the foregoing, the market value of the subject has been concluded as follows: MARKET VALUE CONCLUSION Appraisal Premise Interest Appraised As Is Fee Simple Estate Date of Value Value Conclusion March 22, 2017 $4,500,000 Compiled by CBRE Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 59 Co 2017 CBRE, Inc. CBRE Packet Pg. 87 Assumptions and Limiting Conditions 2.3.a Assumptions and Limiting Conditions 1. CBRE, Inc. through its appraiser (collectively, "CBRE") has inspected through reasonable observation the subject property. However, it is not possible or reasonably practicable to personally inspect conditions beneath the soil and the entire interior and exterior of the improvements on the subject property. Therefore, no representation is made as to such matters. 2. The report, including its conclusions and any portion of such report (the "Report"), is as of the date set forth in the letter of transmittal and based upon the information, market, economic, and property conditions and projected levels of operation existing as of such date. The dollar amount of any conclusion as to value in the Report is based upon the purchasing power of the U.S. Dollar on such date. The Report is subject to change as a result of fluctuations in any of the foregoing. CBRE has no obligation to revise the Report to reflect any such fluctuations or other events or conditions which occur subsequent to such date. 3. Unless otherwise expressly noted in the Report, CBRE has assumed that: (i) Title to the subject property is clear and marketable and that there are no recorded or unrecorded matters or exceptions to title that would adversely affect marketability or value. CBRE has not examined title records (including without limitation liens, encumbrances, easements, deed restrictions, and other conditions that may affect the title or use of the subject property) and makes no representations regarding title or its limitations on the use of the subject property. Insurance against financial loss that may arise out of defects in title should be sought from a qualified title insurance company. (ii) Existing improvements on the subject property conform to applicable local, state, and federal building codes and ordinances, are structurally sound and seismically safe, and have been built and repaired in a workmanlike manner according to standard practices; all building systems (mechanical/electrical, HVAC, elevator, plumbing, etc.) are in good working order with no major deferred maintenance or repair required; and the roof and exterior are in good condition and free from intrusion by the elements. CBRE has not retained independent structural, mechanical, electrical, or civil engineers in connection with this appraisal and, therefore, makes no representations relative to the condition of improvements. CBRE appraisers are not engineers and are not qualified to judge matters of an engineering nature, and furthermore structural problems or building system problems may not be visible. It is expressly assumed that any purchaser would, as a precondition to closing a sale, obtain a satisfactory engineering report relative to the structural integrity of the property and the integrity of building systems. (iii) Any proposed improvements, on or off -site, as well as any alterations or repairs considered will be completed in a workmanlike manner according to standard practices. (iv) Hazardous materials are not present on the subject property. CBRE is not qualified to detect such substances. The presence of substances such as asbestos, urea formaldehyde foam insulation, contaminated groundwater, mold, or other potentially hazardous materials may affect the value of the property. (v) No mineral deposit or subsurface rights of value exist with respect to the subject property, whether gas, liquid, or solid, and no air or development rights of value may be transferred. CBRE has not considered any rights associated with extraction or exploration of any resources, unless otherwise expressly noted in the Report. (vi) There are no contemplated public initiatives, governmental development controls, rent controls, or changes in the present zoning ordinances or regulations governing use, density, or shape that would significantly affect the value of the subject property. (vii) All required licenses, certificates of occupancy, consents, or other legislative or administrative authority from any local, state, nor national government or private entity or organization have been or can be readily obtained or renewed for any use on which the Report is based. (viii) The subject property is managed and operated in a prudent and competent manner, neither inefficiently or super -efficiently. (ix) The subject property and its use, management, and operation are in full compliance with all applicable federal, state, and local regulations, laws, and restrictions, including without limitation environmental laws, seismic hazards, flight patterns, decibel levels/noise envelopes, fire hazards, hillside ordinances, density, allowable uses, building codes, permits, and licenses. (x) The subject property is in full compliance with the Americans with Disabilities Act (ADA). CBRE is not qualified to assess the subject property's compliance with the ADA, notwithstanding any discussion of possible readily achievable barrier removal construction items in the Report. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 60 © 2017 CBRE, Inc. CBRE Packet Pg. 88 Assumptions and Limiting Conditions 2.3.a (xi) All information regarding the areas and dimensions of the subject property furnished to CBRE are correct, and no encroachments exist. CBRE has neither undertaken any survey of the boundaries of the subject property nor reviewed or confirmed the accuracy of any legal description of the subject property. Unless otherwise expressly noted in the Report, no issues regarding the foregoing were brought to CBRE's attention, and CBRE has no knowledge of any such facts affecting the subject property. If any information inconsistent with any of the foregoing assumptions is discovered, such information could have a substantial negative impact on the Report. Accordingly, if any such information is subsequently made known to CBRE, CBRE reserves the right to amend the Report, which may include the conclusions of the Report. CBRE assumes no responsibility for any conditions regarding the foregoing, or for any expertise or knowledge required to discover them. Any user of the Report is urged to retain an expert in the applicable field(s) for information regarding such conditions. 4. CBRE has assumed that all documents, data and information furnished by or behalf of the client, property owner, or owner's representative are accurate and correct, unless otherwise expressly noted in the Report. Such data and information include, without limitation, numerical street addresses, lot and block numbers, Assessor's Parcel Numbers, land dimensions, square footage area of the land, dimensions of the improvements, gross building areas, net rentable areas, usable areas, unit count, room count, rent schedules, income data, historical operating expenses, budgets, and related data. Any error in any of the above could have a substantial impact on the Report. Accordingly, if any such errors are subsequently made known to CBRE, CBRE reserves the right to amend the Report, which may include the conclusions of the Report. The client and intended user should carefully review all assumptions, data, relevant calculations, and conclusions of the Report and should immediately notify CBRE of any questions or errors within 30 days after the date of delivery of the Report. 5. CBRE assumes no responsibility (including any obligation to procure the same) for any documents, data or information not provided to CBRE, including without limitation any termite inspection, survey or occupancy permit. 6. All furnishings, equipment and business operations have been disregarded with only real property being considered in the Report, except as otherwise expressly stated and typically considered part of real property. 7. Any cash flows included in the analysis are forecasts of estimated future operating characteristics based upon the information and assumptions contained within the Report. Any projections of income, expenses and economic conditions utilized in the Report, including such cash flows, should be considered as only estimates of the expectations of future income and expenses as of the date of the Report and not predictions of the future. Actual results are affected by a number of factors outside the control of CBRE, including without limitation fluctuating economic, market, and property conditions. Actual results may ultimately differ from these projections, and CBRE does not warrant any such projections. 8. The Report contains professional opinions and is expressly not intended to serve as any warranty, assurance or guarantee of any particular value of the subject property. Other appraisers may reach different conclusions as to the value of the subject property. Furthermore, market value is highly related to exposure time, promotion effort, terms, motivation, and conclusions surrounding the offering of the subject property. The Report is for the sole purpose of providing the intended user with CBRE's independent professional opinion of the value of the subject property as of the date of the Report. Accordingly, CBRE shall not be liable for any losses that arise from any investment or lending decisions based upon the Report that the client, intended user, or any buyer, seller, investor, or lending institution may undertake related to the subject property, and CBRE has not been compensated to assume any of these risks. Nothing contained in the Report shall be construed as any direct or indirect recommendation of CBRE to buy, sell, hold, or finance the subject property. 9. No opinion is expressed on matters which may require legal expertise or specialized investigation or knowledge beyond that customarily employed by real estate appraisers. Any user of the Report is advised to retain experts in areas that fall outside the scope of the real estate appraisal profession for such matters. 10. CBRE assumes no responsibility for any costs or consequences arising due to the need, or the lack of need, for flood hazard insurance. An agent for the Federal Flood Insurance Program should be contacted to determine the actual need for Flood Hazard Insurance. 11. Acceptance or use of the Report constitutes full acceptance of these Assumptions and Limiting Conditions and any special assumptions set forth in the Report. It is the responsibility of the user of the Report to read in full, comprehend and thus become aware of all such assumptions and limiting conditions. CBRE assumes no responsibility for any situation arising out of the user's failure to become familiar with and understand the same. 12. The Report applies to the property as a whole only, and any pro ration or division of the title into fractional interests will invalidate such conclusions, unless the Report expressly assumes such pro ration or division of interests. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 61 © 2017 CBRE, Inc. CBRE Packet Pg. 89 Assumptions and Limiting Conditions 2.3.a 13. The allocations of the total value estimate in the Report between land and improvements apply only to the existing use of the subject property. The allocations of values for each of the land and improvements are not intended to be used with any other property or appraisal and are not valid for any such use. 14. The maps, plats, sketches, graphs, photographs, and exhibits included in this Report are for illustration purposes only and shall be utilized only to assist in visualizing matters discussed in the Report. No such items shall be removed, reproduced, or used apart from the Report. 15. The Report shall not be duplicated or provided to any unintended users in whole or in part without the written consent of CBRE, which consent CBRE may withhold in its sole discretion. Exempt from this restriction is duplication for the internal use of the intended user and its attorneys, accountants, or advisors for the sole benefit of the intended user. Also exempt from this restriction is transmission of the Report pursuant to any requirement of any court, governmental authority, or regulatory agency having jurisdiction over the intended user, provided that the Report and its contents shall not be published, in whole or in part, in any public document without the written consent of CBRE, which consent CBRE may withhold in its sole discretion. Finally, the Report shall not be made available to the public or otherwise used in any offering of the property or any security, as defined by applicable law. Any unintended user who may possess the Report is advised that it shall not rely upon the Report or its conclusions and that it should rely on its own appraisers, advisors and other consultants for any decision in connection with the subject property. CBRE shall have no liability or responsibility to any such unintended user. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 62 © 2017 CBRE, Inc. CBRE Packet Pg. 90 Addenda 2.3.a ADDENDA Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Packet Pg. 91 Co 2017 CBRE, Inc. Addenda 2.3.a Addendum A LAND SALE DATA SHEETS Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. Packet Pg. 92 2.3.a Sale Land - Mixed -Use No. 1 Property Name Address Government Tax Agency Govt./Tax ID Site/Government Regulations Land Area Net Cube Wynwood Site 222, 230 and 234 Northwest 24th Street Miami, FL 33127 United States Miami -Dade 01-3125-034-0440; -0450; -0460 Acres 0.336 Land Area Gross 0.336 Square feet 14,625 14,625 Site Development Status Shape Topography Utilities Semi -Finished Rectangular Level, At Street Grade All to site Maximum FAR Min Land to Bldg Ratio Maximum Density 6.15 0.16:1 N/A Frontage Distance/Street 150 ft NW 24th Street General Plan Specific Plan Zoning Entitlement Status N/A N/A T5-O, Urban Center & NRD-1 N/A 1 Recorded Buyer True Buyer Recorded Seller True Seller Interest Transferred Current Use Proposed Use Listing Broker Selling Broker Doc # RS JZ NW 24th, LLC RedSky Capital Fortis Development Group N/A Fee Simple/Freehold Vacant Land Retail/Office mixed -use N/A N/A 29862/4803 Marketing Time Buyer Type Seller Type Primary Verification N/A Developer N/A Buyer Type Date Sale Price Financing Cash Equivalent Capital Adjustment Adjusted Price Sale 11/17/2015 $5,850,000 Cash to Seller $5,850,000 $0 $5,850,000 Transaction Summary plus Five -Year CBRE View History Transaction Date Transaction Type Buyer Seller Price Price/ac and /sf 11/2015 Sale RS JZ NW 24th, LLC Fortis Development Group $5,850,000 $17,426,273 / $400.00 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 93 2.3.a Sale Land - Mixed -Use No. 1 Units of Comparison $400.00 / sf $17,426,273.46 / ac N/A / Unit N/A / Allowable Bldg. Units $65.00 / Building Area Financial No information recorded Goo • e This comparable represents the acquisition of a 0.34-acre commercial site for retail/office development within the Wynwood District of Miami. The site is located at 222-234 NW 24th Street, Miami, Florida, immediately NV,`,, 4th Si west of Panther Coffee and NW 2nd Avenue. This area is the heart of Wynwood where recent and proposed residential and mixed -use developments are present, and within the NRD-1, Neighborhood Revitalization rz District. The buyer, RedSky Capital, is proposing an 8-story, loft -style office building with ground floor retail, a breezeway for pedestrians and a rooftop terrace. RedSky paid $5,850,000, or $400-PSF of land and hired Arquitectonica to design the project, which is known as "Cube Wynwood". Permits were secured in late 2016, Map data ©2017 Google construction is slated to begin Q1 2017, and delivery in 2018. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 94 2.3.a Sale Land - Mixed -Use No. 2 Property Name Address Government Tax Agency Govt./Tax ID Miami Plaza 37-47 NE 15th Street 1523 & 1529 NE Miami Ct. & 1502 NE Miami PI. Miami, FL 33132 United States Miami -Dade 01-3136-008-0320, 0330, 0340 & 01-3136-0050-1010 & 0315 Site/Government Regulations Land Area Net Land Area Gross Acres 0.851 0.851 Square feet 37,049 37,049 Site Development Status Shape Topography Utilities Finished Rectangular Level, At Street Grade All Available Maximum FAR Min Land to Bldg Ratio Maximum Density Frontage Distance/Street Frontage Distance/Street Frontage Distance/Street 7.00 0.14:1 149.32 per ac N/A NE 15th Street N/A NE Miami Place N/A NE Miami Court General Plan Specific Plan Zoning Entitlement Status Sale Summary Recorded Buyer True Buyer Recorded Seller True Seller Interest Transferred Current Use Proposed Use Listing Broker Selling Broker Doc # Mixed -use residential tower TBD T6-24 0, Urban Core Transect Zone N/A Miami Plaza LLC Melo Group 4 RIL, LLC & Prince Albert, LLC Alex Sherman & Jeff Kluger Fee Simple/Freehold Obsolete warehouse Mixed -use residential/retail Affinity International Realty #305-376-4145 N/A 29886/2888 & 29892/2447 Marketing Time Buyer Type Seller Type Primary Verification N/A Developer Developer Alex Sherman, Broker/Owner Type Date Sale Price Financing Cash Equivalent Capital Adjustment Adjusted Price Sale 12/10/2015 $11,500,000 Cash to Seller $11,500,000 $1,964,918 $13,464,918 Transaction Summary plus Five -Year CBRE View History Transaction Date Transaction Type Buyer Seller Price 12/2015 Sale Miami Plaza LLC 4 RIL, LLC & Prince Albert. LLC Price/ac and /sf $11,500,000 $15,831,767 / $363.44 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. Packet Pg. 95 2.3.a Sale Land - Mixed -Use No. 2 Units of Comparison $363.44 / sf $15,831,767.20 /ac N/A / Unit $106,023 / Allowable Bldg. Units $51.92 / Building Area Financial No information recorded Goo This comparable land sale comprises a two part land assemblage & swap with an abutting owner/developer. The buyer, Miami Plaza, LLC is identified as The Melo Group who is one of the most active residential condo & rental tower developers in the submarket. The primary acquisition included 18,516-SF fronting the northeast corner of NE 15th Street and NE Miami plus two lots, totaling 10,290-SF, of non-contiguous site area for a purchase price of $11,500,000, facilitated with a $4,642,000 loan assumption from a private lender. urwol Board Station The two, non-contiguous lots were subsequently swapped with the abutting owner/developer for the secondary acquisition comprising 18,533-SF along the northwest corner of NE 15th Street and NE Miami gle Map data =2017 Google Place for a purchase price of $1,964,918. The abutting owner/developer paid The Melo Group $1,216,500 for the two, non-contiguous lots totaling 10,290-SF and subsequently taking control of 37,252-SF of contiguous site area fronting NE 16th Street, thereby splitting the entire block between the two developers. The acquired site is zoned T6-24 0, which allows a variety of residential and commercial uses with a maximum Floor Lot Ratio of 7.0 plus 30% public benefit and 150 dwelling units per acre. The close proximity to the 50 NE 15th Street School Board Metromover Station permits parking ratio reductions of 30% based on TOD (Transit Oriented Development) and Transit Corridor. Plus, a modified residential density increase to 500 units per acre within the Omni neighborhood. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 96 2.3.a Sale Land - Mixed -Use No. 3 Property Name Address Sun Electronics 511 NE 15th Street Miami, FL 33132 United States Government Tax Agency Miami -Dade Govt./Tax ID 01-3231-009-0010 Site/Government Regulations Land Area Net Land Area Gross Acres Square feet 0.269 11,700 0.269 11,700 Site Development Status Finished Shape Rectangular Topography Level, At Street Grade Utilities In -place Maximum FAR Min Land to Bldg Ratio Maximum Density 12.00 0.08:1 148.92 per ac Frontage Distance/Street Frontage Distance/Street N/A Biscayne Blvd. N/A NE 15th Street General Plan Mixed -use Specific Plan Boutique hotel Zoning T6-36b 0 Entitlement Status None Sale Summary One Miami Biscayne Bay & Arts District Hotel, Recorded Buyer LLC Marketing Time 42 Month(s) True Buyer Vinay Rama, Mandala Holdings Buyer Type End User Recorded Seller Sun Electronics International Inc. Seller Type End User True Seller John Kimball Primary Verification John Kimball, Grantor Interest Transferred Fee Simple/Freehold Current Use Obsolete office Proposed Use Boutique hotel Listing Broker FISBO Selling Broker N/A Doc # 29967/566 Type Sale Date 2/19/2016 Sale Price $8,000,000 Financing All Cash Cash Equivalent $8,000,000 Capital Adjustment $0 Adjusted Price $8,000,000 Transaction Summary plus Five -Year CBRE View History Transaction Date Transaction Type Buyer Seller Price Price/ac and /sf 02/2016 Sale One Miami Biscayne Bay Sun Electronics $8,000,000 $29,784,066 / $683.76 & Arts District Hotel, LLC International Inc. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 97 2.3.a Sale Land - Mixed -Use No. 3 Units of Comparison $683.76 / sf $29,784,065.52 / ac N/A / Unit $200,000 / Allowable Bldg. Units $56.98 / Building Area Financial No information recorded This comparable land sale is located at the northeast corner of Biscayne Boulevard & NE 15th Street in the Miami Arts & Entertainment District in downtown Miami, Florida. This is a strategic location with high density redevelopment potential, mass transit connectivity, setback Biscayne Bay views from future upper floors, and high scoring walkability to the Adrienne Arsht Center for the Performing Arts, Museum Park, the American 1 5th Stip Airlines Arena and Bayside Marketplace. The buyer is an owner/developer of boutique hotels in south Q W N SQUARE Florida and entered into a short term sale/leaseback with the seller who previously acquired the property in El March 1998 for $440,000 and operated Sun Electronics. The existing building was originally developed in Map data 4201 7 Google 1941 and comprises 4,440-SF. The seller renovated the property including roof top solar energy panels and other energy efficient features as part of the business and advocacy for alternative energy sources. The seller listed the property for $8,998,000 as a "for sale by owner" redevelopment opportunity. Google Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 98 2.3.a Sale Land - Mixed -Use No. -� Property Name Address 328-342 NW 29th Street 328-342 NW 29th Street Miami, FL 33127 United States Government Tax Agency Miami -Dade Govt./Tax ID 01-3125-024-2830, 2840 & 2850 Site/Government Regulations Land Area Net Land Area Gross Acres Square feet 0.482 21,000 0.482 21,000 Site Development Status Finished Shape Rectangular Topography Level, At Street Grade Utilities Available to site Maximum FAR N/A Min Land to Bldg Ratio N/A Maximum Density N/A Frontage Distance/Street N/A NW 29th Street General Plan Neighborhood Revitalization District - NRD-1 Specific Plan TBD Zoning T6-8 0, Urban Core Entitlement Status N/A Recorded Buyer RM 1 29th Wynwood, LLC Marketing Time N/A True Buyer Sam Strauch, Metrik Real Estate Buyer Type Private Investor Recorded Seller Gianno Associates LLC Seller Type Private Investor True Seller Art Cornfeld Primary Verification Buyer & Public Records Interest Transferred Leased Fee Current Use Showroom/Warehouse Proposed Use TBD Listing Broker Off -Market Transaction Selling Broker N/A Doc # 30214/2755 Type Sale Date 9/2/2016 Sale Price $6,300,000 Financing All Cash Cash Equivalent $6,300,000 Capital Adjustment $0 Adjusted Price $6,300,000 Transaction Summary plus Five -Year CBRE View History Transaction Date Transaction Type Buyer Seller Price Price/ac and /sf 09/2016 Sale RM 1 29th Wynwood, LLC Gianno Associates LLC $6,300,000 $13,067,828 / $300.00 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 99 2.3.a Sale Land - Mixed -Use No. Units of Comparison $300.00 / sf $13,067,828.25 / ac N/A / Unit N/A / Allowable Bldg. Units N/A / Building Area Financial No information recorded 0 Google NY 1W00D Map data ©2017 Google This comparable land sale comprises three (3) lots with two (2) obsolete office/warehouse buildings and a surface parking that date back to the 1950s & 1960s. The properties were tenant occupied by 328 Design Group and HES-Group. The site location is along the south side of NW 29th Street and within the NRD-1 Neighborhood Revitalization District boundary. The site is zoned T6-8 0, Urban Core Transect Zone that permits up to 150 dwelling units per acre and 2 to 8 story building height limits plus a 4-story benefit height and favorable setback & off-street parking requirements. The buyer is a local investor/speculator. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 100 2.3.a Sale Land - Mixed -Use No. 5 Property Name Address Government Tax Agency Govt./Tax ID Site/Government Regulations Land Area Net 28-30 NE 14th Street 28-30 NE 14th Street Miami, FL 33132 United States Miami -Dade 01-3136-009-0070,0080 & 01-3136-009-010 Acres 0.394 Land Area Gross 0.394 Square feet 17,180 17,180 Site Development Status Shape Topography Utilities N/A N/A N/A N/A Maximum FAR Min Land to Bldg Ratio Maximum Density N/A N/A N/A Frontage Distance/Street Frontage Distance/Street 72 ft NE 14th Street 200 ft NE Miami Court General Plan Specific Plan Zoning Entitlement Status Sale Summary Recorded Buyer True Buyer Recorded Seller True Seller Interest Transferred Current Use Proposed Use Listing Broker Selling Broker Doc # N/A N/A T6-24 0, Urban Core Transect Zone N/A Coral Ritz Residences LLC Jorge Buitrago & Fabian Gonzalez A & E District 14 Street, LLC Henry Cuervo Fee Simple/Freehold Obsolete retail strip & nightclub TBD "Off -Market" transaction N/A 30327/2584 Marketing Time Buyer Type Seller Type Primary Verification N/A Private Investor Private Investor Thomas Sherman, P.A. & Public Records Type Date Sale Price Financing Cash Equivalent Capital Adjustment Adjusted Price Sale 11/22/2016 $6,098,900 All Cash $6,098,900 $0 $6,098,900 Transaction Summary plus Five -Year CBRE View History Transaction Date Transaction Type Buyer Seller Price Price/ac and /sf 11/2016 Sale Coral Ritz Residences A & E District 14 Street, LLC LLC $6,098,900 $15,463,742 / $355.00 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. Packet Pg. 101 2.3.a Sale Land - Mixed -Use No. 5 Units of Comparison $355.00 / sf $15,463,742.39 / ac N/A / Unit N/A / Allowable Bldg. Units N/A / Building Area Financial No information recorded NE 14th,t 0 Google This comparable sale is an obsolete retail strip building dating to 1945 that was previously owned by night club entrepreneur Carmel Ophir who operated Barfly and The Vagabond at this location. In 2014, the O property traded to Russell Bruce (a.k.a. Global Adversity, LLC) for $2,700,000 with the transaction facilitated with a $2,497,500 SBA loan in favor of C1 Bank. Russell Bruce combined & renovated several of the former bar spaces to open Railroad Blues. However, the C1 Bank & the loan were acquired by Bank of Ozarks and there was pressure from the lender who forced a loan payoff and sale to A & E District 14 Street LLC. That transaction was followed by a sell-off to Coral Ritz Residences, LLC for $6,098,900. The site fronts NE 14th Map data 2017 Google Street and is improved with a 5,400-SF strip retail building built -out with bar/night club interiors and fenced patio bar area. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 102 Addenda 2.3.a Addendum B IMPROVED SALE DATA SHEETS Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 103 2.3.a Sale Office - Multi Tenant No. 1 Property Name Address Old Post Office & Courthouse 100 NE 1st Avenue Miami, FL 33132 United States Government Tax Agency Miami -Dade Govt./Tax ID 01-0110-050-1140 Site/Government Regulations Land Area Net Land Area Gross Acres Square feet 0.214 9,330 N/A N/A Site Development Status Finished Shape Rectangular Topography Level, At Street Grade Utilities N/A Maximum Floor Area Maximum FAR N/A N/A Actual FAR 3.75 Frontage Distance/Street Frontage Distance/Street 112ft NE 1stAve 82 ft NE 1st Street Zoning N/A General Plan Historic Post Office Improvements Gross Building Area 35,000 sf Floor Count 4 Net Rentable Area (NRA) 25,500 sf Parking Type Surface Usable Area 17,000 sf Parking Ratio 1.96/1,000 sf Load Factor N/A Condition Good Status Existing Exterior Finish N/A Occupancy Type Multi -tenant Investment Class N/A Year Built 1914 Number of Buildings 1 Year Renovated 2003 Amenities N/A Sale Summary Recorded Buyer Stambul USA Marketing Time 13 Month(s) True Buyer Daniel Pena Giraldi Buyer Type Developer Recorded Seller Old Post Office LLC Seller Type Developer True Seller Scott Robbins Primary Verification Daniel Pena Giraldi, Buyer/Developer Interest Transferred Leased Fee Current Use Office Proposed Use Food Hall Listing Broker Tony Cho, Metro 1 Commercial Selling Broker Mika Mattingly, Sterling Equity Doc # 29193/1394 1 Type Sale Date 6/12/2014 Sale Price $11,000,000 Financing Other(See Comments) Cash Equivalent $11,000,000 Capital Adjustment $-4,500,000 Adjusted Price $6,500,000 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 104 2.3.a Sale Office - Multi Tenant No. 1 Transaction Summary plus Five -Year CBRE View History Transaction Date Transaction Type Buyer 06/2014 Sale Stambul USA Units of Compariso Static Analysis Method Other (see comments) Buyer's Primary Analysis Replacement Cost Analysis Net Initial Yield/Cap. Rate N/A Projected IRR N/A Actual Occupancy at Sale 39% Seller Old Post Office LLC Price Cash Equivalent Price/sf $11,000,000 Eff Gross Inc Mult (EGIM) N/A Op Exp Ratio (OER) N/A Adjusted Price / sf $254.90 Wtd. Avg. Lease Expiry N/A $431.37 diadith No information recorded Goo . e According to historic accounts and official references, this comparable sale property was constructed over three years, between 1912-14, and was designed by Kiehnel and Elliott and Oscar Wenderoth. In January 1989, the subject property was added to the U.S. National Register of Historic Places. More recently, the 1st & 2nd floor of the property was tenant leased to Office Depot in 1991 and then to the Miami Center for Architecture & Design in 2012, and still occupies the 1st & 2nd floors based on a five (5) and six (6) month lease term with an effective date of June 12, 2012, plus one (1), five (5) year option to extend. Map data ©2017 Google The underlying site zoning is a high density, T6-80, Urban Core classification and the historic status makes the ownership of the property eligible for the sell-off of approximately 188,920-SF of Transfer of Development Rights (TDRs), i.e. the spread between the existing building square footage and the "as of right" zoning FAR/FLR (floor-area-ratio/floor-lot-ratio), subject to approval and issuance of a Certificate of TDRs from the City of Miami. The prior owner acquired the property in 2000 and was considering a condo conversion plan. The current owner/buyer paid $11,000,000 for the Post Office and a 15,000-SF surface parking lot fronting NE 2nd Street. We have abstracted the surface lot from the acquisition of the Post Office by allocating $300.00-PSF to the site area based on market conditions at time of sale in June 2014. The current owner/developer is proposing a $6,336,000 construction cost budget to renovate and repurpose the property into a food hall with market and artisan retail & restaurant vendors and has gutted the basement (6,000-SF for back -of -house), and the 3rd floor & the 4th floor (3,500-SF attic) in preparation of that plan. The difference between the gross building area and the net rentable area presented is the basement & attic areas are in As Is condition at time of sale. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 105 2.3.a Sale Office - Multi Tenant No. 2 Property Name Address Government Tax Agency Govt./Tax ID Site/Government Regulations Land Area Net Land Area Gross Power Studios 55-57 N.E. 1st Street Miami, FL 33132 United States Miami -Dade 01-0110-050-1150 Acres 0.300 N/A Square feet 13,068 N/A Site Development Status Shape Topography Utilities Finished L Shaped Level, At Street Grade All available Maximum Floor Area Maximum FAR Actual FAR N/A N/A 2.07 Frontage Distance/Street Frontage Distance/Street N/A NE 1st Street N/A NE 1st Ave Zoning General Plan Improvements Gross Building Area Net Rentable Area (NRA) Usable Area Load Factor Status Occupancy Type Year Built Year Renovated Amenities Sale Summary Recorded Buyer True Buyer Recorded Seller True Seller Interest Transferred Current Use Proposed Use Listing Broker Selling Broker Doc # N/A Mixed -use redevelopment 27,028 sf 22,341 sf 0 sf 0.00 Existing N/A 1950 N/A N/A Moishe Mana Moishe Mana Aaron Realty Corp. N/A Leased Fee Mixed -use retail/office TBD N/A Sterling Equity Realty LLC 29324/1248 Floor Count Parking Type Parking Ratio Condition Exterior Finish Investment Class Number of Buildings Marketing Time Buyer Type Seller Type Primary Verification 2 On -Street N/A Average Concrete Block C 1 N/A Developer Private Investor Mika Mattingly, Buyer's Broker Type Date Sale Price Financing Cash Equivalent Capital Adjustment Adjusted Price Sale 9/23/2014 $7,300,000 Other(See Comments) $7,300,000 $0 $7,300,000 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. Packet Pg. 106 2.3.a Sale Office - Multi Tenant No. 2 Transaction Summary plus Five -Year CBRE View History Transaction Date Transaction Type Buyer 09/2014 Sale Moishe Mana 12/2011 Available/Listing N/A Seller Aaron Realty Corp. Ameri Center Price Cash Equivalent Price/sf $7,300,000 $326.75 $3,800,000 $170.09 -01 Static Analysis Method Other (see comments) Buyer's Primary Analysis Other Net Initial Yield/Cap. Rate N/A Projected IRR N/A Actual Occupancy at Sale 50% Eff Gross Inc Mult (EGIM) N/A Op Exp Ratio (OER) N/A Adjusted Price / sf $326.75 Wtd. Avg. Lease Expiry N/A No information recorded -Google t tvlap data ©20 This comparable sale is a mixed -use retail/office building that abuts & wraps around the Old Post Office & Courthouse at the corner of NE 1st Street & NE 1st Avenue and was built in the 1950's-built as an addition to the Historic Post Office. The current buyer is assembling multiple properties within the downtown CBD submarket. The tenant base is comprised mostly of ground floor retail Chrono Sky Inc. Watch Shop, Yaffa & Sons Jewelry, Precious and Hippiechic. Seconed floor tenants comprise George Kovacs Investments, H & S Jewelry, Inter Arms Trading, JNS Jewelry Repair and Mario's Casting Jewelry. The transaction was facilitated with a short term, $4,000,000 purchase money mortgage. We also noted the seller previously 17 Google acquired the property in March 2012 for $2,200,000. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 107 Sale Office - Multi Tenant No. 3 Property Name Address 140 Building 140 N Miami Avenue Miami, FL 33128 United States Government Tax Agency Mlami-Dade Govt./Tax ID 01-0110-060-1010 Site/Government Regulations Land Area Net Land Area Gross Acres 0.344 0.344 Square feet 15,000 15,000 Site Development Status Shape Topography Utilities Finished Rectangular Generally Level All Available Maximum Floor Area Maximum FAR Actual FAR N/A N/A 1.69 Frontage Distance/Street Frontage Distance/Street N/A NW 2nd Street N/A N. Miami Ave Zoning General Plan T6-80 0, Urban Core N/A Improvements Gross Building Area N/A Net Rentable Area (NRA) Usable Area Load Factor Status Occupancy Type Year Built Year Renovated Amenities Sale Summary Recorded Buyer True Buyer Recorded Seller True Seller Interest Transferred Current Use Proposed Use Listing Broker Selling Broker Doc # 25,375 sf N/A N/A Existing Multi -tenant 1925 N/A N/A One Hundred Forty Holdings, LLC Moishe Mana Brown Asset Two, LLC Brown Asset Two, LLC Fee Simple/Freehold Office w/ Ground Retail Office w/ Ground Retail Mika Mattingly N/A 29486/1853 Floor Count Parking Type Parking Ratio Condition Exterior Finish Investment Class Number of Buildings Marketing Time Buyer Type Seller Type Primary Verification N/A On -Street 0.00/1,000 sf Fair Stucco C 1 N/A Developer Private Investor Listing Broker, Public Records & Media Type Date Sale Price Financing Cash Equivalent Capital Adjustment Adjusted Price Sale 1/30/2015 $7,750,000 Cash to Seller $7,750,000 $0 $7,750,000 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. Packet Pg. 108 2.3.a Office - Multi Tenant No. 3 Transaction Summary plus Five -Year CBRE View History Transaction Date Transaction Type Buyer 01/2015 Sale One Hundred Forty Holdings, LLC Units of Comparison Static Analysis Method Other (see comments) Buyer's Primary Analysis Other Net Initial Yield/Cap. Rate N/A Projected IRR N/A Actual Occupancy at Sale 89% Seller Price Cash Equivalent Price/sf Brown Asset Two, LLC $7,750,000 ior $305.42 Eff Gross Inc Mult (EGIM) N/A Op Exp Ratio (OER) N/A Adjusted Price / sf $305.42 Wtd. Avg. Lease Expiry N/A Financial No information recorded Mae & Comments NW ti'' 2 rt if CI Google This is the sale of a multi -tenant building located at the southwest corner of NW 2nd Street and North Miami t Avenue, within the CBD of Miami, Miami -Dade County, Florida. The property consists of a two-story building �� with 25,375 SF situated on a 0.34 acre site. The property was built during 1925 and was in fair condition at time of sale. The property was under contract for 30 to 45 days and closed January 2015 for $7,750,000 ($305.42/SF of building area). The buyer purchased the property with the intent to remodel & re -lease with retail and office tenants. This was an "arms length" transaction. Map data @2017 Google Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 109 2.3.a Sale Office - Multi Tenant No. -] Property Name Address Dade Commonwealth Building - As Is 139 NE 1st Street Miami, FL 33132 United States Government Tax Agency Miami -Dade Govt./Tax ID N/A Site/Government Regulations Land Area Net Land Area Gross Acres 0.170 N/A Square feet 7,500 N/A Site Development Status Shape Topography Utilities Finished Rectangular Level, At Street Grade In -place Maximum Floor Area Maximum FAR Actual FAR Frontage Distance/Street Zoning General Plan N/A N/A 3.72 50 ft NE 1st Street T6-80, Urban Core Transect Zone N/A Gross Building Area Net Rentable Area (NRA) Usable Area Load Factor Status Occupancy Type Year Built Year Renovated Amenities 43,265 sf 38,122 sf 27,911 sf N/A Existing Multi -tenant 1927 2004 N/A Floor Count 7 Parking Type None Parking Ratio 0.00/1,000 sf Condition Average Exterior Finish Masonry Investment Class C Number of Buildings 1 Recorded Buyer True Buyer Recorded Seller True Seller Interest Transferred Current Use Proposed Use Listing Broker Selling Broker Doc # Dream Downtown Miami, LLC Wynwood Fund Titan Development Partners, LLC Titan Development Partners, LLC Leased Fee Office Re -purposed to boutique hotel N/A N/A 29862-4695 Marketing Time Buyer Type Seller Type Primary Verification 24 Month(s) Private Syndicator Private Investor Contract & Appraisal on -file Type Date Sale Price Financing Cash Equivalent Capital Adjustment Adjusted Price Sale 11/20/2015 $9,200,000 Cash to Seller $9,200,000 $0 $9,200,000 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. Packet Pg. 110 2.3.a Sale Office - Multi Tenant No. 1 Transaction Summary plus Five -Year CBRE View History Transaction Date Transaction Type Buyer Seller Price Cash Equivalent Price/sf 11/2015 Sale Dream Downtown Miami, Titan Development LLC Partners, LLC 11/2015 Sale Dream Downtown Miami, Titan Development LLC Partners, LLC 09/2013 N/A N/A N/A 05/2013 N/A N/A N/A $9,200,000 $9,200,000 N/A N/A $241.33 $241.33 N/A N/A rinrison Static Analysis Method Other (see comments) Eff Gross Inc Mult (EGIM) N/A Buyer's Primary Analysis Other Op Exp Ratio (OER) N/A Net Initial Yield/Cap. Rate N/A Adjusted Price / sf $241.33 Projected IRR N/A Wtd. Avg. Lease Expiry N/A Actual Occupancy at Sale 39% No information recorded 1 aAV puZ MN ZB Google LI z This comparable sale property is a 27,911-square foot (usable and 38,122-square feet of rentable area, rn ra733including common areas), seven -story, urban office building located at 139 N.E. 1st Street in the downtown Miami central business district (CBD). The improvements were constructed in 1925, renovated in 2004 and A T rr are situated on a 0.172-acre, high density, urban core zoned site. Currently, the property is 39% leased. We C6 't. (ID also noted, that the property was originally developed to 17-stories and severely damaged in the Hurricane of 1926 forcing the removal of the top 10-floors. Also notable, is the property was added to the U.S. National a Register of Historic Places in January 1989 based on the neo-classicism architectural style that represents tvlap data taJ2017 Google the opulence of the 1920's economic boom. The purchase contract is dated September 2014 at a purchase price of $9,200,000 with the closing date revised several times and ultimately closing in November 2015. The buyer intends on adding 7-floors stacked on top of the existing roof and converting the subject property into a 122-room boutique hotel including retail/restaurant space and a sundeck with spa on the existing roof/future 8th floor. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 111 2.3.a Sale Office - Multi Tenant No. 5 Property Name Address Wynwood Treehouse 2210 NW Miami Court Miami, FL 33127 United States Government Tax Agency Miami -Dade Govt./Tax ID 01-3125-067-0020 Site/Government Regulations Land Area Net Land Area Gross Acres Square feet 0.306 13,345 0.306 13,345 Site Development Status Finished Shape Rectangular Topography Level, At Street Grade Utilities In -place Maximum Floor Area N/A Maximum FAR N/A Actual FAR 0.58 Frontage Distance/Street Frontage Distance/Street N/A NW Miami Court N/A NW 22nd Street Zoning T5-O, Urban Center & NRD-1 General Plan Wynwood Improvements Gross Building Area N/A Floor Count 1 Net Rentable Area (NRA) 7,806 sf Parking Type N/A Usable Area N/A Parking Ratio 0.00/1,000 sf Load Factor N/A Condition Fair Status N/A Exterior Finish N/A Occupancy Type Single Tenant Investment Class N/A Year Built 1946 Number of Buildings N/A Year Renovated 1995 Amenities N/A Sale Summary MillliM Recorded Buyer Nostrand Avenue Holdings of Brooklyn, LLC Marketing Time 4 Month(s) True Buyer Phil Knoll Buyer Type Private Investor Recorded Seller Montauk Miami Realties, Inc. Seller Type Private Investor True Seller Tim Zyto Primary Verification Tony Cho, Listing Broker Interest Transferred Fee Simple/Freehold Type Sale Current Use Vacant office/warehouse Date 6/30/2016 Proposed Use Renovate to retail Sale Price $3,850,000 Listing Broker Metro 1 Commercial #305-571-9991 Financing Cash to Seller Selling Broker Tom Rotsztain, Rotsztain & Sulichin #305-788- Cash Equivalent $3,850,000 2878 Doc # 30141/136 Capital Adjustment $0 Adjusted Price $3,850,000 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 112 2.3.a Office - Multi Tenant No. 5 Transaction Summary plus Five -Year CBRE View History Transaction Date Transaction Type 06/2016 Sale Buyer Seller Nostrand Avenue Montauk Miami Realties, Holdings of Brooklyn, LLC Inc. Price Cash Equivalent Price/sf $3,850,000 $493.21 Units of Comparison Static Analysis Method Buyer's Primary Analysis Net Initial Yield/Cap. Rate Projected IRR Actual Occupancy at Sale Other (see comments) Other N/A N/A 0% Eff Gross Inc Mult (EGIM) Op Exp Ratio (OER) Adjusted Price / sf Wtd. Avg. Lease Expiry N/A N/A $493.21 N/A Financial No information recorded Map & Comments. t Google This comparable sale is a vacant 7,806-SF office/warehouse property with fenced yard located at the northwest corner of NW 22nd Street and NW Miami Court within the Wynwood Arts District. The property was broker listed at $4,100,000 and contracted "all cash" at $3,850,000. The property was marketed as a renovation investment and the buyer finalized the approvals to demolish 4,608-SF of warehouse area and redevelop /renovate a total of 7,750-SF for multi -tenant retail showroom with open floor plans, mezzanines, Perimeter Rd glass storefronts, vanilla shell condition, polished concrete floors, exposed duct work and on -site parking. Rental rates for renovated retail space is $45.00-PSF, triple net for 1,028 & 2,095 square foot bays. Map data ©2017 Google Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. Packet Pg. 113 Addenda 2.3.a Addendum C LEGAL DESCRIPTION Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Packet Pg. 114 © 2017 CBRE, Inc. orr. 17965 Z4TO kEG• Return! to: (enclose self-addressed envelope) Name: Ronald'G. Baker, Esq. Russo & Baker, P.A. • .Address: 4675 Ponce de Leon Boulevard Suite #301 Coral Gables, FL 33146 This Instrument Prepared By: Name: Ronald G. Baker, Esq. Russo & Baker, P.A. Address: 4675 Ponce de Lean Boulevard Suite #301 Coral Gables, FL 33146 Property Appraiser's Parcel Identification No: 01-3136-009-0220 WARRANTY DEED TEE.. I) 15:17 GOCSTFCE.E 112V0.f , 1IRT$ HAFVE'. I-LJVIH, iLu:t' C;r` :u:C(N''i. Fl THIS INDENTURE, made this ,iG day of `7 ."( , 1998, BETWEEN JAY 8. SALBY and JAMES M. GRANTOO, Individually and as Trustees, of Dade County, Florida, Grantor*, and BIG TIME EQUIPMENT, INC., a Florida Corporation, whose federal identification number is , and whose post office address is 1367 N. Miami Avenue, Miami, FL 33136, of the County of Dade, State of Florida, Grantee*, WITNE86ETH: That said Grantor, for and in consideration of the sum of,Ten and no/100ths Dollars ($10.00) and other good and valuable 'considerations to said Grantor in hand paid by said Grantee, the receipt of which is hereby acknowledged, has granted, bargained, and sold to the said Grantee, and Grantee's heirs and assigns forever, the following described land, situate, lying and being in Dade County, Florida, to -wit: - All of Lot 16 and the North 35 feet of Lot 15, in Block 2, of BALDWIN AND OYARS SUBDIVISION, according to the Plat thereof, recorded in Plat Book A, at Page 57, of the Public Records of Dade County, Florida. SUBJECT TO: Conditions, restrictions, reservations of record, ordinances, and taxes for THE SUBJECT PROPERTY IS COMMERCIAL HOMESTEAD OF EITHER GRANTOR. limitations, easements, and if any, applicable zoning the current year. PROPERTY AND Is NOT THE and said Grantor does hereby fully warrant the title to said land, and will .defend the same against the lawful claims of all persons whomsoever. *"Grantor" and "Grantee" are used for singular or plural, as context requires. IN WITNEBB WHEREOF, Grantor has hereunto seal the day and year first above written. Signed, sealed and delivered in the presence of: r ZT24 i) e5: &9ft - ' (Printed Name of W4.t.ness) (Printed Name of Witness) set Grantor's hand. and 1 Individually and as Trustees whose address is: 6911 N. W. 51s° Street Miami, FL 33166 (L.S.) Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) REC. 1965g24T.1 STATE OF FLORIDA COMITY OF DADE I HEREBY CERTIFY that on' this day, before me, an officer duly authorized in the State aforesaid arid in the county aforesaid to take acknowledgments, personally appeared JAY 8. BALBY and JAMB -N. GRANATO, Individually and as TZUstoss, who are PERSONALLY KNOWN TO MB,.and to me known to be the persons described in and who executed the foregoing instrument and they, acknowledged i-fore me that they executed the same. WITNESS my ha.Rd and offi 1 in the Coyi1y and State last aforesaid, this l day of r ,+ RY Poo o,v C . „OVAnY BEM. ♦* MC, �OYCE K FyMON9 ° cowr,CY9e• mi ' aa1Iry comsaliAMI (Stamped Commission of Notary) 6*., ,:k•,7 rer.CIAL aFCYWDS Atli oor9r, $ MEV HULA Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 1 Addenda 2.3.a Addendum D PRECIS METRO REPORT - ECONOMY.COM, INC. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Packet Pg. 117 Co 2017 CBRE, Inc. 2.3.a MOODY'S ANALYTICS MIAMI-MIAMI BEACH-KENDALL FL ECONOMIC DRIVERS TOURIST hiEd DESTINATION FINANCIAL CENTER EMPLOYMENT GROWTH RANK Best=1, Worst=408 RELATIVE COSTS U.S.=100% Data Buffet® MSA code: IUSA_DMMIA VITALITY NEN 115% U.S.=100% 62 Best=1, Worst=401 BUSINESS CYCLE STATUS ANALYSIS • Expansion • RECOVERY m At Risk Moderating Recession ■ In Recession STRENGTHS &WEAKNESSES 1 • • STRENGTHS » Strong ties to Latin America. » Luxury status attracts international capital. » International trade poised to accelerate. » Well -developed shipping and distribution infrastructure. WEAKNESSES » High household debt burden. » Congested roads and airport. » Industrial structure that leaves economy susceptible to business cycle downturns. FORECAST RISKS SHORT TERM * I LONGTERM * RISK EXPOSURE 2016-2021 461stquintile Highest=1 Lowest=401 UPSIDE » International ties boost construction, finance and trade by more than expected. » Commercial development and transit hub shift MIA's growth path upward. » Stronger population growth. DOWNSIDE » Foreclosures undermine house prices, balance sheets suffer. » International immigration weakens. » Strong dollar slows international tourism. MOODY'S RATING Aa2 COUNTY AS OF APR 11, 2016 Recent Performance. Miami -Miami Beach - Kendall is not faring as well as the rest of Florida and the nation, but economic growth in the metro division has picked up since the first quarter. MIA's unemployment rate is no longer falling, but this has more to do with a tum up in the labor force than a worsening in employment. A more favor- able mix of job creation and limited supply of labor are driving up pay; average hourly earnings are rocketing higher. The more than 6% annual- ized gain since April is the biggest jump for any six-month period since the decade began. More jobs and income are helping housing. According to the Miami Association of Realtors, the median sale price for a single-family home is $300,000, the highest level since the Great Recession. International appeal. MIA's economy will grow faster than the nation's because the met- ro division attracts some of the most talented and productive workers from across the West- ern Hemisphere. MIA is the only metro area or metro division in the U.S. where more than half of the population was born in a foreign country, and more than 90% of these newcomers were born in Latin America, which includes Cuba. Over the last two generations, these migrants have transformed MIA from a sleepy retiree destina- tion to the cultural, financial and media capital of Spanish-speaking America. This growth should carry on, but hostility to trade and immigration among the American electorate and the incom- ing administration in Washington DC represents a new threat to MIA's economy. Cruise control. After a lackluster 2016, job growth in leisure/hospitality will accelerate next year. In particular, cruise lines are helping to fuel this growth. In the last fiscal year, the city's port welcomed 5 million passengers, a world record. The current fiscal year will be even busier than the last, as two new cruise ships will begin service from PortMiami this quarter. The port is also prep- ping for growth beyond this quarter -the facility recently won a $33 million state grant that will be used to build a cruise terminal capable of process- ing more than 5,000 cruise passengers at once. Growth in the cruise industry is also good for jobs in professional services in MIA, which is the head- quarters of Carnival Corp. and Royal Caribbean Cruises Ltd., the world's two largest cruise lines. FIU. Florida International University has emerged as a key driver for MIA, but it will con- tribute little to growth over the next five years. With an annual operating budget of more than $1 billion, the state's second largest student body, and more than 5,000 full- and part-time employees, the school is a stable source of in- come for many households. However, compared with other large institutions, the economic im- pact of FIU is muted because 41% of its enrollees are part-time students who did not migrate to MIA; despite FIU's name, its student body mostly consists of local residents. In 2005, the administration capped enrollment in favor of improving the quality of the academic programs. In addition, student growth will be hampered because of America's shrinking popu- lation of college -aged adults. According to the U.S. Census Bureau, the number of U.S. residents who are 18 to 24 years old will decline by 1.3% over the next five years. The projection is even worse for Hispanics, who account for nearly two- thirds of FIU's enrollment -the population of college -aged Hispanics will fall by 3.3% by 2021. In the near term, Miami -Miami Beach -Ken- dall will strengthen thanks in part to its large port, which will create jobs in trade, manufac- turing and tourism. Over the forecast horizon, MIA's international character, combined with its high -skilled, bilingual workforce, will help it best the U.S. in household income growth. Kwame Donaldson 1-866-275-3266 November 2016 help@economycom 2010 2011 2012 2013 2014 2015 INDICATORS 2016 2017 2018 2019 2020 2021 104.1 104.4 106.3 108.4 1111 113.8 -0.5 0.2 1.8 2.0 2.5 2.4 985.1 1,007.3 1,031.3 1,056.7 1,089.4 1,123.4 -0.3 2.2 2.4 2.5 3.1 3.1 11.1 9.4 8.4 7.6 6.9 6.1 8.9 4.6 3.2 -0.4 6.8 6.2 42.0 41.7 42.0 42.4 42.9 43.8 2,508.2 2,580.1 2,611.2 2,641.9 2,668.9 2,693.1 1.8 2.9 1.2 1.2 1.0 0.9 30.6 58.8 17.9 17.4 16.2 11.1 941 962 1,819 2,266 2,077 2,800 2,262 1,656 3,250 8,050 5,654 9,817 195.7 183.0 185.9 207.7 233.6 257.4 Gross metro product (C09$ bil) % change Total employment (ths) % change Unemployment rate (%) Personal income growth (%) Median household income ($ ths) Population (ths) % change Net migration (ths) Single-family permits (#) Multifamily permits (#) FHFA house price (1995Q1=100) 115.9 121.3 127.0 132.3 136.8 141.4 1.9 4.6 4.7 4.1 3.4 3.4 1,142.2 1,166.4 1,189.8 1,212.8 1,228.8 1,235.3 1.7 2.1 2.0 1.9 1.3 0.5 5.3 4.6 3.9 3.5 3.4 3.7 4.9 6.0 7.3 7.1 6.0 5.4 45.3 47.0 49.2 51.3 53.0 54.6 2,728.7 2,767.0 2,806.8 2,847.1 2,887.4 2,926.5 1.3 1.4 1.4 1.4 1.4 1.4 24.7 27.6 29.1 29.7 29.9 28.8 3,345 5,557 7,033 7,630 7,183 6,978 5,671 7,409 7,925 7,080 6,000 6,330 282.0 296.3 300.3 292.7 284.7 281.8 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 64 © 2017 CBRE, Inc. MOODY'S ANALYTICS / Precis® U.S. Metro / Soo i- i Packet Pg. 118 PRECIS® U.S. METRO SOUTH » Miami -Miami Beach -Kendall FL 2.3.a ECONOMIC HEALTH CHECK BUSINESS CYCLE INDEX 3-MO MA May 16 Jun 16 Ju116 Aug16 Sep16 Oct16 2.8 0.2 5.2 5.2 5.2 59.0 59.0 59.1 55.9 56.1 35.0 35.0 35.1 103.0 103.0 103.0 102.9 2,557 3,013 3,308 3,004 2,739 3,904 4,794 7,4 Employment, change, the Unemployment rate, % Labor force participation rate, % Employment -to -population ratio, % Average weekly hours, # Industrial production, 2007=100 Residential permits, single-family, # Residential permits, multifamily, # 5. 59.8 56.5 35. 102.8 3,125 5,313 59.4 56.2 35.1 102.9 3,073 3,756 59.1 56.0 35.1 betterman pnor3-mo fa= Unchanged from prior 3-mo MA ' '"' *'^ �^ ^^ ' ^ " Sources: BLS, Census Bureau, Moody'sAnalytics 125 120 115 110 105 100 95 JAN 2002=100 MIA 07 Source: Moody'sAnalytics 10 FL 13 U.S. 16 CURRENT EMPLOYMENT TRENDS HOUSE PRICE 10 8 6 4 2 0 -2 -4 -6 % CHANGE YR AGO 11 12 13 14 15 16 Government Goods producing Private services Sources: BLS, Moody'sAnalytics % CHANGE YR AGO, 3-MO MA Feb 16 Jun 16 Oct 16 Total Mining Construction Manufacturing Trade Trans/Utilities Information 1.8 1.8 1.3 -0.1 -0.2 0.1 13.8 15.3 10.4 1.4 -2.3 -4.7 -0.1 1.1 1.4 2.9 0.0 -1.5 -1.5 -1.3 -1.8 Financial Activities Prof & Business Svcs. Edu & Health Svcs. Leisure & Hospitality Other Services Government 3.2 4.4 3.5 1.7 2.5 3.0 3.1 1.4 0.5 0.9 2.0 1.5 2.7 0.9 -0.6 -0.3 -0.4 -0.1 Sources: BLS, Moody'sAnalytics 350 300 250 200 150 100 50 1998Q1=100, NSA 98 01 04 07 10 13 16 MIA FL Sources: FHFA, Moody'sAnalytics U.S. RELATIVE EMPLOYMENT PERFORMANCE VACANCY RATES 130 125 120 115 110 105 100 95 90 85 JAN 2006=100 -01 1 1-[-- 1 1 1 1 1 1 1 1 1 1 1 1 1 1 I 1 06 07 08 09 10 11 12 13 14 15 MIA Sources: BLS, Moody'sAnalytics FL 16F 17F 18F 19F U.S. 20F 21F 22F 23F 24F 25F HOMEOWNER, % HOUSES FOR SALE 0 1 2 3 4 RENTAL, % INVENTORY FOR RENT 0 2 I. MIA 4 ▪ FL 6 8 U.S. Sources: Census Bureau, ACS, Moody's Analytics, 2015 10 BUSINESS COSTS EDUCATIONAL ATTAINMENT POPULATION BY AGE, Total Unit Labor Energy State and local taxes Office rent U.S.=100 0 20 40 60 80 100 120 140 2009 Source: Moody'sAnalytics 2014 100% - 80% - 60% - 40% - 20% - 0% -- % OF ADULTS 25 AND OLDER M.11= 24 20 10 30 12 MIA FL ▪ < High school • Some college • Graduate school 12 U.S. High school College Sources: Census Bureau, Moody'sAnalytics, 2015 >_75 70-74 65-69 60-64 55-59 50-54 45-49 40-44 35-39 30-34 25-29 20-24 15-19 10-14 5-9 0-4 0 1 2 3 4 5 6 7 8 MIA - U.S. Sources: Census Bureau, Moody'sAnalytics, 2015 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) MOODY'S ANALYTICS / Precis® U.S. Metro / South / November 2016 © 2017 CBRE, Inc. cr Packet Pg. 119 PRECIS® U.S. METRO SOUTH » Miami -Miami Beach -Kendall FL 2.3.a EMPLOYMENT & INDUSTRY MIGRATION FLOWS TOP EMPLOYERS Baptist Health Systems of Southern Florida University of Miami Publix Super Markets Inc. Jackson Health System American Airlines Miami -Dade Community College AT&T Wells Fargo & Co. American Sales & Management Macy's Miami Children's Hospital Royal Caribbean Intl./ Celebrity Cruise Mount Sinai Medical Center JPMorgan Chase and Co. Florida Power & Light Co. Florida International University Camival Cruise Lines Winn -Dixie Stores Inc. HCA Veterans Affairs Medical Center 14,627 13,428 12,000 10,010 9,939 6,787 6,629 5,100 3,500 3,368 3,345 3,331 3,221 3,200 3,178 3,132 3,065 3,000 2,412 2,300 Sources: Guide to Military Installations, 2011, South Florida Business Joumal, 2014, The Beacon Council, April 2007 PUBLIC Federal State Local 2015 19,714 17,978 100,351 Sector Mining Construction Manufacturing Durable Nondurable Transportation/Utilities Wholesale Trade Retail Trade Information Financial Activities Prof. and Bus. Services Educ. and Health Services Leisure and Hosp. Services Other Services Government INDUSTRIAL DIVERSITY Most Diverse (U.S.) 1.00 0.80 0.60 0.40 0.20 0.00 0.62 Least Diverse EMPLOYMENT VOLATILITY Due to U.S. fluctuations 100%- 80%- 60%- 40%- 20%- 97 0% - mNot due toU.S. Due to U.S. MIA Relative to U.S. 140 100 II U.S. COMPARATIVE EMPLOYMENT AND INCOME % of Total Employment Average Annual Earnings MIA 0.0% 3.6% 3.5% 57.6% 42.4% 6.0% 6.5% 13.3% 1.7% 7.0% 14.2% 15.3% 11.9% 4.7% 12.3% FL 0.1% 5.3% 4.2% 67.9% 32.1% 3.3% 4.1% 13.4% 1.7% 6.6% 15.1% 14.8% 14.0% 4.1% 13.4% U.S. MIA FL U.S. 0.5% $5,467 $7,023 $110,528 4.5% $54,575 $50,987 $64,354 8.7% $55,504 $68,746 $80,667 63.0% nd $72,931 $82,450 37.0% nd $60,466 $77,689 3.8% $58,753 $58,935 $67,456 4.1% $75,006 $76,500 $82,548 11.0% $35,761 $33,779 $34,289 1.9% $144,170 $88,771 $110,216 5.7% $37,488 $37,441 $54,785 13.9% $52,015 $52,409 $67,615 15.5% $52,776 $52,875 $53,853 10.7% $33,659 $28,369 $27,201 4.0% $28,963 $32,615 $36,830 15.5% $80,557 $71,992 $75,980 Sources: Percent of total employment -BLS, Moody'sAnalytics, 2015, Average annual earnings-BEA, Moody'sAnalytics, 2014 INTO MIAMI FL Fort Lauderdale FL New York NY West Palm Beach FL Orlando FL Tampa FL Austin TX Atlanta GA Cape Coral FL Los Angeles CA Washington DC Total in -migration FROM MIAMI FL Fort Lauderdale FL Austin TX West Palm Beach FL Orlando FL New York NY Tampa FL Atlanta GA Cape Coral FL Houston TX Jacksonville FL Total out -migration Number of Migrants 19,270 5,134 2,828 2,410 1,882 1,812 1,515 1,137 1,033 998 69,524 29,394 6,477 4,120 3,902 3,699 2,916 2,508 1,895 1,646 1,255 93,489 Net migration -23,965 NET MIGRATION, # A 25,000 20,000 - 15,000 - 10,000- 5,000- 0 I I I 14 Domestic Foreign Total 12 13 15 2012 2013 2014 2015 -17,931 -21,354 -27,787 -32,723 35,818 38,777 43,953 43,862 17,887 17,423 16,166 11,139 Sources: IRS (top), 2014, Census Bureau, Moody'sAnalytics PER CAPITA INCOME LEADING INDUSTRIES BY WAGE TIER 48 $ THS 44 - 40 36 06 07 08 09 10 11 12 13 14 15 2015 MIA $43,980 FL $44,429 U.S. $48,112 Sources: BEA, Moody'sAnalytics HIGH-TECH EMPLOYMENT Ths % of total MIA 28.0 2.5 U.S. 6,767.6 4.8 HOUSING -RELATED EMPLOYMENT Ths % of total MIA 104.6 9.3 U.S. 13,151.2 9.3 Source: Moody'sAnalytics, 2015 NAICS Industry Location Employees Quotient (ths) 6211 ✓ 5411 = GVF 5221 Offices of physicians Legal services Federal Government Depository credit intermediation 1.2 2.5 0.9 1.2 24.1 22.0 19.6 15.3 GVL Local Government O 6221 General medical and surgical hospitals f GVS State Government 4811 Scheduled air transportation 0.9 100.2 1.2 43.0 0.5 18.1 4.5 14.3 7225 Restaurants and other eating places 3 7211 Traveler accommodation 2 4451 Grocery stores 5613 Employment services 1.0 2.1 1.3 0.7 77.8 29.7 25.9 19.2 Source: Moody'sAnalytics, 2015 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 66 ©2017 CBRE, Inc. MOODY'S ANALYTICS / Precis® U.S. Metro / Sot+ti i ni ,, ti nu Packet Pg. 120 2.3.a About Moody's Analytics Moody's AnaLytics helps capital markets and credit risk management professionals worldwide respond to an evolving marketplace with confidence. With its team of economists, the company offers unique tools and best practices for measuring and managing risk through expertise and experience in credit analysis, economic research, and financial risk management. By offering Leading -edge software and advisory services, as well as the proprietary credit research produced by Moody's Investors Service, Moody's AnaLytics integrates and customizes its offerings to address specific business challenges. Concise and timely economic research by Moody's Analytics supports firms and policymakers in strategic planning, product and sales forecasting, credit risk and sensitivity management, and investment research. 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ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT. All information contained herein is obtained by Moody's from sources believed by it to be accurate and reliable. Because of the possibility of human and mechanical error as well as other factors, however, all information contained herein is provided "AS IS" without warranty of any kind. Under no circumstances shall Moody's have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting from, or relating to, any error (negligent or otherwise) or other circumstance or contingency within or outside the control of Moody's or any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits), even if Moody's is advised in advance of the possibility of such damages, resulting from the use of or inability to use, any such information. The financial reporting, analysis, projections, observations, and other information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell, or hold any securities. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY'S IN ANY FORM OR MANNER WHATSOEVER. Each opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information contained herein, and each such user must accordingly make its own study and evaluation prior to investing. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Co 2017 CBRE, Inc. Packet Pg. 121 Addenda 2.3.a Addendum E CLIENT CONTRACT INFORMATION Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 122 2.3.a VALUATION & ADVISORY SERVICES February 28, 2017 Jason Walker Executive Director OMNI / MIDTOWN CRA 1401 North Miami Avenue, 2nd Floor Miami, FL 33136 Phone: 305.679.6869 Email: jwalker@miamigov.com RE: Assignment Agreement Historic Bank Building Historic Citizen Bank Building, 1367 North Miami Avenue Miami, FL 33132 CBRE CBRE, Inc. 777 8rickell Avenue, Suite 910 Miami, FL 33131 Stuart J. Lieberman, MAI Vice President Dear Mr. Walker: We are pleased to submit this proposal and our Terms and Conditions for this assignment. PROPOSAL SPECIFICATIONS Purpose: To estimate the Market Value of the referenced real estate Premise: As Is Rights Appraised: Fee Simple Intended Use: Internal Decision Making for Acquisition purposes Intended User: The intended user is OMNI / MIDTOWN CRA, and such other parties and entities (if any) expressly recognized by CBRE as "Intended Users" (as further defined herein). Reliance: Reliance on any reports produced by CBRE under this Agreement is extended solely to parties and entities expressly acknowledged in a signed writing by CBRE as Intended Users of the respective reports, provided that any conditions to such acknowledgement required by CBRE or hereunder have been satisfied. Parties or entities other than Intended Users who obtain a copy of the report or any portion thereof (including Client if it is not named as an Intended User), whether as a result of its direct dissemination or by any other means, may not rely upon any opinions or conclusions contained in the report or such portions thereof, and CBRE will not be responsible for any unpermitted use of the report, its conclusions or contents or have any liability in connection therewith. Inspection: CBRE will conduct a physical inspection of both the interior and exterior of the subject property, as well as its surrounding environs on the effective date of appraisal. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 0 2017 CBRE, Inc. Packet Pg. 123 2.3.a Jason Walker Assignment Agreement Page 2 of 8 February 28, 2017 Valuation Approaches: Report Type: Appraisal Standards: Appraisal Fee: Expenses: Retainer: Payment Terms: Delivery Instructions: Delivery Schedule: Preliminary Value: Draft Report: Final Report: Start Date: Acceptance Date: All three traditional approaches to value will be considered. Standard Appraisal Report USPAP $4,000 Fee includes all associated expenses A retainer is not required for this assignment Final payment is due upon delivery of the final report or within thirty (30) days of your receipt of the draft report, whichever is sooner. The fee is considered earned upon delivery of the draft report. CBRE encourages our clients to join in our environmental sustainability efforts by accepting an electronic copy of the report. An Adobe PDF file via email will be delivered to jwalker@miamigov.com. The client has requested Three (3) bound final copy (ies). Upon Client's request Upon Client's request 2.5 Weeks / 12 business days after the Start Date The appraisal process will start upon receipt of your signed agreement and the property specific data. These specifications are subject to modification if this proposal is not accepted within 30 business days from the date of this letter. When executed and delivered by all parties, this letter, together with the Terms and Conditions and the Specific Property Data Request attached hereto and incorporated herein, will serve as the Agreement for appraisal services by and between CBRE and Client. Each person signing below represents that it is authorized to enter into this Agreement and to bind the respective parties hereto. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 0 2017 CBRE, Inc. Packet Pg. 124 2.3.a Jason Walker Assignment Agreement Page 3 of 8 February 28, 2017 We appreciate this opportunity to be of service to you on this assignment. If you have additional questions, please contact us. Sincerely, CBRE, Inc. Valuation & Advisory Services Stuart J. Lieberman, MAI Vice President As Agent for CBRE, Inc. Cert Gen RZ1074 T 305-381-6472 Stuart.lieberman@cbre.com AGREED AND ACCEPTED FOR OMNI / MIDTOWN CRA: 2 7 )fr ��^n^ ure Date t.2.-L61.1 We-) / 1-T.-- Name Title '50.�-6.kt, Phone Number vier,te„, ) 0,7 1, v..6 E-Mail Address Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 0 2017 CBRE, Inc. Packet Pg. 125 2.3.a Jason Walker Assignment Agreement Page 4of8 February 28, 2017 ADDITIONAL OPTIONAL SERVICES Assessment & Consulting Services: CBRE's Assessment & Consulting Services group has the capability of providing a wide array of solution -oriented due diligence services in the form of property condition and environmental site assessment reports and other necessary due diligence services (seismic risk analysis, zoning compliance services, construction risk management, annual inspections, etc.). CBRE provides our clients the full complement of due diligence services with over 260 employees in the U.S. that are local subject matter experts Initial below if you desire CBRE to contact you to discuss a proposal for any part or the full complement of consulting services, or you may reach out to us at WhitePlainsProposals@cbre.com We will route your request to the appropriate manager. For more information, please visit www.cbre.com/assessment. Initial Here Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) © 2017 CBRE, Inc. Packet Pg. 126 2.3.a Jason Walker Assignment Agreement Page 5 of 8 February 28, 2017 TERMS AND CONDITIONS 1. The Terms and Conditions herein are part of an agreement for appraisal services (the "Agreement" ) between CBRE, Inc. (the "Appraiser") and the client signing this Agreement, and for whom the appraisal services will be performed (the "Client"), and shall be deemed a part of such Agreement as though set forth in full therein. The Agreement shall be governed by the laws of the state where the appraisal office is located for the Appraiser executing this Agreement. 2. Client shall be responsible for the payment of all fees stipulated in the Agreement. Payment of the appraisal fee and preparation of an appraisal report (the "Appraisal Report, or the "report") are not contingent upon any predetermined value or on an action or event resulting from the analyses, opinions, conclusions, or use of the Appraisal Report. Final payment is due as provided in the Proposal Specifications Section of this Agreement. If a draft report is requested, the fee is considered earned upon delivery of the draft report. It is understood that the Client may cancel this assignment in writing at any time prior to delivery of the completed report. In such event, the Client is obligated only for the prorated share of the fee based upon the work completed and expenses incurred (including travel expenses to and from the job site), with a minimum charge of $500. Additional copies of the Appraisal Reports are available at a cost of $250 per original color copy and $100 per photocopy (black and white), plus shipping fees of $30 per report. 3. If Appraiser is subpoenaed or ordered to give testimony, produce documents or information, or otherwise required or requested by Client or a third party to participate in meetings, phone calls, conferences, litigation or other legal proceedings (including preparation for such proceedings) because of, connected with or in any way pertaining to this engagement, the Appraisal Report, the Appraiser's expertise, or the Property, Client shall pay Appraiser's additional costs and expenses, including but not limited to Appraiser's attorneys' fees, and additional time incurred by Appraiser based on Appraiser's then -prevailing hourly rates and related fees. Such charges include and pertain to, but are not limited to, time spent in preparing for and providing court room testimony, depositions, travel time, mileage and related travel expenses, waiting time, document review and production, and preparation time (excluding preparation of the Appraisal Report), meeting participation, and Appraiser's other related commitment of time and expertise. Hourly charges and other fees for such participation will be provided upon request. In the event Client requests additional appraisal services beyond the scope and purpose stated in the Agreement, Client agrees to pay additional fees for such services and to reimburse related expenses, whether or not the completed report has been delivered to Client at the time of such request. 4. Appraiser shall have the right to terminate this Agreement at any time for cause effective immediately upon written notice to Client on the occurrence of fraud or the willful misconduct of Client, its employees or agents, or without cause upon 30 days written notice. 5. In the event Client fails to make payments when due then, from the date due until paid, the amount due and payable shall bear interest at the maximum rate permitted in the state where the office is located for the Appraiser executing the Agreement. In the event either party institutes legal action against the other to enforce its rights under this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees and expenses. Each party waives the right to a trial by jury in any action arising under this Agreement. 6. Appraiser assumes there are no major or significant items or issues affecting the Property that would require the expertise of a professional building contractor, engineer, or environmental consultant for Appraiser to prepare a valid report. Client acknowledges that such additional expertise is not covered in the Appraisal fee and agrees that, if such additional expertise is required, it shall be provided by others at the discretion and direction of the Client, and solely at Client's additional cost and expense. 7. In the event of any dispute between Client and Appraiser relating to this Agreement, or Appraiser's or Client's performance hereunder, Appraiser and Client agree that such dispute shall be resolved by means of binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association, and judgment upon the award rendered by an arbitrator may be entered in any court of competent jurisdiction. Depositions may be taken and other discovery obtained during such arbitration proceedings to the same extent as authorized in civil judicial proceedings in the state where the office of the Appraiser executing this Agreement is located. The arbitrator shall be limited to awarding compensatory damages and shall have no authority to award punitive, exemplary or similar damages. The prevailing party in the arbitration proceeding shall be entitled to recover its expenses from the losing party, including costs of the arbitration proceeding, and reasonable attorney's fees. Client acknowledges that Appraiser is being retained hereunder as an independent contractor to perform the services described herein and nothing in this Agreement shall be deemed to create any other relationship Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Packet Pg. 127 0 2017 CBRE, Inc. 2.3.a Jason Walker Assignment Agreement Page 6of8 February 28, 2017 between Client and Appraiser. This engagement shall be deemed concluded and the services hereunder completed upon delivery to Client of the Appraisal Report discussed herein. 8. All statements of fact in the report which are used as the basis of the Appraisers analyses, opinions, and conclusions will be true and correct to Appraiser's actual knowledge and belief. Appraiser does not make any representation or warranty, express or implied, as to the accuracy or completeness of the information or the condition of the Properly furnished to Appraiser by Client or others. TO THE FULLEST EXTENT PERMITTED BY LAW, APPRAISER DISCLAIMS ANY GUARANTEE OR WARRANTY AS TO THE OPINIONS AND CONCLUSIONS PRESENTED ORALLY OR IN ANY APPRAISAL REPORT, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR ANY PARTICULAR PURPOSE EVEN iF KNOWN TO APPRAISER. Furthermore, the conclusions and any permitted reliance on and use of the Appraisal Report shall be subject to the assumptions, limitations, and qualifying statements contained in the report. 9. Appraiser shall have no responsibility for legal matters, including zoning, or questions of survey or title, soil or subsoil conditions, engineering, or other similar technical matters. The report will not constitute a survey of the Property analyzed. 10. Client shall provide Appraiser with such materials with respect to the assignment as are requested by Appraiser and in the possession or under the control of Client. Client shall provide Appraiser with sufficient access to the Property to be analyzed, and hereby grants permission for entry unless discussed in advance to the contrary. 1 1 . The data gathered in the course of the assignment (except data furnished by Client) and the report prepared pursuant to the Agreement are, and will remain, the property of Appraiser. With respect to data provided by Client, Appraiser shall not violate the confidential nature of the Appraiser -Client relationship by improperly disclosing any proprietary information furnished to Appraiser. Notwithstanding the foregoing, Appraiser is authorized by Client to disclose all or any portion of the report and related data as may be required by statute, government regulation, legal process, or judicial decree, including to appropriate representatives of the Appraisal Institute if such disclosure is required to enable Appraiser to comply with the Bylaws and Regulations of such Institute as now or hereafter in effect. 12. Unless specifically noted, in preparing the Appraisal Report the Appraiser will not be considering the possible existence of asbestos, PCB transformers, or other toxic, hazardous, or contaminated substances and/or underground storage tanks (collectively, "Hazardous Material) on or affecting the Property, or the cost of encapsulation or removal thereof. Further, Client represents that there is no major or significant deferred maintenance of the Property that would require the expertise of a professional cost estimator or contractor. If such repairs are needed, the estimates are to be prepared by others, at Client's discretion and direction, and are not covered as part of the Appraisal fee. 13. In the event Client intends to use the Appraisal Report in connection with a tax matter, Client acknowledges that Appraiser provides no warranty, representation or prediction as to the outcome of such tax matter. Client understands and acknowledges that any relevant taxing authority (whether the internal Revenue Service or any other federal, state or local taxing authority) may disagree with or reject the Appraisal Report or otherwise disagree with Client's tax position, and further understands and acknowledges that the taxing authority may seek to collect additional taxes, interest, penalties or fees from Client beyond what may be suggested by the Appraisal Report. Client agrees that Appraiser shall have no responsibility or liability to Client or any other party for any such taxes, interest, penalties or fees and that Client will not seek damages or other compensation from Appraiser relating to any such taxes, interest, penalties or fees imposed on Client, or for any attorneys' fees, costs or other expenses relating to Client's tax matters. 14. Appraiser shall have no liability with respect fo any loss, damage, claim or expense incurred by or asserted against Client arising out of, based upon or resulting from Client's failure to provide accurate or complete information or documentation pertaining to an assignment ordered under or in connection with this Agreement, including Client's failure, or the failure of any of Client's agents, to provide a complete copy of the Appraisal Report to any third Pa rh'• 15. LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT ARISING FROM SECTION 16 BELOW, OR SECTION 17 IF APPLICABLE, IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATE, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE TO THE OTHER, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY OR OTHER TORT OR OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL OR INDIRECT DAMAGES, AND AGGREGATE DAMAGES IN CONNECTION WITH THIS AGREEMENT FOR EITHER PARTY (EXCLUDING THE OBLIGATION TO PAY THE FEES REQUIRED HEREUNDER) SHALL NOT EXCEED THE GREATER OF THE TOTAL FEES PAYABLE TO APPRAISER UNDFR THIS AGREEMENT OR TEN THOUSAND DOLLARS ($10,000). THIS LIABILITY LIMITATION SHALL NOT Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Packet Pg. 128 0 2017 CBRE, Inc. 2.3.a Jason Walker Assignment Agreement Page 7 of 8 February 28, 2017 APPLY IN THE EVENT OF A FINAL FINDING BY AN ARBITRATOR OR A COURT OF COMPETENT JURISDICTION THAT SUCH LIABILITY IS THE RESULT OF A PARTY'S FRAUD OR WILLFUL MISCONDUCT. 16. Client shall not disseminate, distribute, make available or otherwise provide any Appraisal Report prepared hereunder to any third party (including without limitation, incorporating or referencing the Appraisal Report , in whole or in part, in any offering or other material intended for review by other parties) except to (i) any third party expressly acknowledged in a signed writing by Appraiser as an "Intended User" of the Appraisal Report provided that either Appraiser has received an acceptable release from such third party with respect to such Appraisal Report or Client provides acceptable indemnity protections to Appraiser against any claims resulting from the distribution of the Appraisal Report to such third party, (ii) any third party service provider (including rating agencies and auditors) using the Appraisal Report in the course of providing services for the sole benefit of an Intended User, or (iii) as required by statute, government regulation, legal process, or judicial decree. In the event Appraiser consents, in writing, to Client incorporating or referencing the Appraisal Report in any offering or other materials intended for review by other parties, Client shall not distribute, file, or otherwise make such materials available to any such parties unless and until Client has provided Appraiser with complete copies of such materials and Appraiser has approved all such materials in writing. Client shall not modify any such materials once approved by Appraiser. In the absence of satisfying the conditions of this paragraph with respect to a party who is not designated as an Intended User, in no event shall the receipt of an Appraisal Report by such party extend any right to the party to use and rely on such report, and Appraiser shall have no liability for such unauthorized use and reliance on any Appraisal Report. In the event Client breaches the provisions of this paragraph, Client shall indemnify, defend and hold Appraiser, and its affiliates and their officers, directors, employees, contractors, agents and other representatives (Appraiser and each of the foregoing an "Indemnified Party" and collectively the "Indemnified Parties"), fully harmless from and against all losses, liabilities, damages and expenses (collectively, "Damages") claimed against, sustained or incurred by any Indemnified Party arising out of or in connection with such breach, regardless of any negligence on the part of any Indemnified Party in preparing the Appraisal Report. 17. In the event an Intended User incorporates or references the Appraisal Report, in whole or in part, in any offering or other material intended for review by other parties, Client shall indemnify, defend and hold each of the Indemnified Parties harmless from and against any Damages in connection with (1) any transaction contemplated by this Agreement or in connection with the appraisal or the engagement of or performance of services by any Indemnified Party hereunder, (ii) any actual or alleged untrue statement of a material fact, or the actual or alleged failure to state a material fact necessary to make o statement not misleading in light of the circumstances under which it was made with respect to all information furnished to any Indemnified Party or made available to a prospective party to a transaction, or (iii) an actual or alleged violation of applicable law by an Intended User (including, without limitation, securities laws) or the negligent or intentional acts or omissions of an Intended User (including the failure to perform any duly imposed by law); and will reimburse each Indemnified Party for all reasonable fees and expenses (including fees and expenses of counsel) (collectively, "Expenses") as incurred in connection with investigating, preparing, pursuing or defending any threatened or pending claim, action, proceeding or investigation (collectively, "Proceedings") arising therefrom, and regardless of whether such Indemnified Party is a formal parry to such Proceeding. Client agrees not to enter into any waiver, release or settlement of any Proceeding (whether or not any Indemnified Party is a formal party to such Proceeding) without the prior written consent of Appraiser (which consent will not be unreasonably withheld or delayed) unless such waiver, release or settlement includes an unconditional release of each Indemnified Party from all liability arising out of such Proceeding. 18. Time Period for Legal Action. Unless the time period is shorter under applicable law, except in connection with paragraphs 16 and 17 above, Appraiser and Client agree that any legal action or lawsuit by one party against the other party or its affiliates, officers, directors, employees, contractors, agents, or other representatives, whether based in contract, warranty, indemnity, negligence, strict liability or other tort or otherwise, relating to (a) this Agreement or the Appraisal Report, (b) any services or appraisals under this Agreement or (c) any acts or conduct relating to such services or appraisals, shall be filed within two (2) years from the date of delivery to Client of the Appraisal Report to which the claims or causes of action in the legal action or lawsuit relate. The time period stated in this section shall not be extended by any incapacity of a party or any delay in the discovery or accrual of the underlying claims, causes of action or damages. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Packet Pg. 129 0 2017 CBRE, Inc. 2.3.a SPECIFIC PROPERTY DATA REQUEST In order to complete this assignment under the terms outlined, CBRE, Inc., Valuation & Advisory Services, will require the following specific information for the property: 1. PLEASE NOTIFY US IMMEDIATELY IF ANYONE FROM CBRE IS INVOLVED IN THE BROKERAGE, FINANCING, INVESTMENT OR MANAGEMENT OF THIS ASSET. 2. Current title report or title holder name 3. Legal description 4. Survey and/or plat map 5. Site plan for the existing development 6. Building plans and specifications, including square footage for all buildings and suites 7. Current county property tax assessment or tax bill 8. Details on any sale, contract, or listing of the property within the past three years 9. Engineering studies, soil tests or environmental assessments 10. Complete copies or abstracts of all lease agreements and a current rent roll 11. Any previous market/demand studies or appraisals 12. Name and telephone number of properly contact for physical inspection and additional information needed during the appraisal process 13. Any other information that might be helpful in valuing this property If any of the requested data and information is not available, CBRE, Inc., reserves the right to extend the delivery date by the amount of time it takes to receive the requested information or make other arrangements. Please have the requested information delivered to the following: Stuart J. Lieberman, MAI Vice President CBRE, Inc. Valuation & Advisory Services 777 Brickell Avenue, Suite 910 Miami, FL 33131 Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) 0 2017 CBRE, Inc. Packet Pg. 130 Addenda 2.3.a Addendum F QUALIFICATIONS Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) Packet Pg. 131 © 2017 CBRE, Inc. PROFESSIONAL PROFILE 2.3.a STUART J. LIEBERMAN, MAI Vice President Valuation and Advisory Services T. +1 305 381 6472 F. +1 305 381 6441 stuart.lieberman@cbre.com CLIENTS REPRESENTED Bank of America Merrill Lynch SunTrust Bank BankUnited TotalBank Mercantil Commercebank Stonegate Bank Broward County Shutts & Bowen, LLP Akerman Senterfitt Flagler Development Woolbright Development Miami -Dade County, Internal Services Dept. Stuart J. Lieberman, MAI is a Vice president with over 28 years of real estate appraisal and consulting experience. Mr. Lieberman is in the Valuation & Advisory Services Group's Miami office in the South Florida/Caribbean Region. Since 1987, Mr. Lieberman has provided real estate valuation and consulting services to the financial lending community, institutional clients, government agencies, corporate entities, legal & accounting professionals, developers and private individuals. Mr. Lieberman has experience providing market studies, feasibility studies, highest & best use analysis, market rent studies, expert testimony & litigation support and portfolio analysis. Mr. Lieberman's experience encompasses a wide variety of property types including single & multi -family residential, senior housing, mobile home parks, high density urban & ocean front developments, open space & public parks, automobile dealerships, service stations & convenience stores, funeral homes, medical office & surgical centers, mixed -use office, financial institutions & branch banks, retail shopping centers & regional malls, parking garages, restaurants & night clubs, movie theatres, health & fitness clubs, marinas & shipping terminals, FBOs (fixed base operations), industrial flex warehouses, bulk distribution, truck terminals, refrigeration warehouses, R&D, business parks, self -storage facilities; and, special purpose properties, including bowling alleys, broadcasting facilities, car wash, historical properties, public & private schools, day care facilities, houses of worship & religious facilities, tourist attractions, sport arenas and entertainment venues & theatres. CREDENTIALS Professional Affiliations/Accreditations/Certifications • Appraisal Institute — Designated Member No. 12003 • Certified General Real Estate Appraiser, State of Florida License RZ 1074 • Licensed Real Estate Broker — Associate, State of Florida License BK 0477878 EDUCATION • University of South Florida, Tampa, FL, BA, Political Science — 1985 • Appraisal Institute, American Institute of Real Estate Appraisers, Society of Real Estate Appraisers and Florida Real Estate Commission core courses, electives and seminars. Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located at 1367 North Miami Avenue) ©2017 CBRE, Inc. CBRE Packet Pg. 132 RICK SCOTT, GOVERNOR KEN LAWSON, S STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA REAL ESTATE APPRAISAL BD LICENSE NUMBER RZ1 074 The CERTIFIED GENERAL APPRAISER Named below IS CERTIFIED Under the provisions of Chapter 475 FS. Expiration date: NOV 30, 2018 LIEBERMAN. STUART JAY 777 BRICKELLAVE STE 910 _ MIAMI FL 33131 ISSUED: 08/28/2016 DISPLAY AS REQUIRED BY LAW SEQ # L1608281 Packet Pg. 133 PROFESSIONAL PROFILE 2.3.a JAMES E. AGNER, MAI, AI-GRS, SGA, MRICS Senior Managing Director Florida -Caribbean Region Valuation and Advisory Services T. +1 305 381 6480 F. +1 305 381 6441 james.agner@cbre.com www.cbre.com/James.Agner CLIENTS REPRESENTED LNR Partners Bank of America Merrill Lynch SunTrust Bank PNC Bank Mercantil Popular Community Bank 5/3 Bank Sabadell Santander Bank Regions Bank TD Bank Bank United BB&T Bank CitiBank Deutsche Bank Ocean Bank James Agner is the Senior Managing Director of the Valuation & Advisory Services for the Florida -Caribbean Region. Located in the CBRE Miami office since 1995, Mr. Agner has over thirty years of real estate appraisal and consulting experience throughout the State of Florida, with primary experience in South Florida and in the Caribbean. Mr. Agner is a designated member of the Appraisal Institute (MAI) and General Review Specialist (AI-GRS), member of the Society of Golf Appraisers (SGA), and Royal Institution of Chartered Surveyors (MRICS) and is licensed as a Certified General Real Estate Appraiser in the State of Florida and Georgia. He also has provided expert witness testimony in the Circuit Courts — State of Florida and United States Bankruptcy Courts. As Senior Managing Director, Mr. Agner leads a valuation and advisory staff in Miami and Palm Beach Counties that provides exceptional quality appraisal work and client service in South Florida, Treasure Coast and the Florida Keys. He also coordinates all activities for Florida and in the Caribbean, including overseeing new business development, client relations and appraisal quality control production. Mr. Agner is also the National Director of the Golf Valuation Group and the Net Lease Valuation Group for CBRE. CREDENTIALS Professional Affiliations/Accreditations/Certifications • Appraisal Institute - Designated Member (MAI), Certificate No. 7791 • Appraisal Institute — General Review Specialist (AI-GRS), Certificate No. 69150 • Society of Golf Appraisers (SGA), Certificate No. 25 • Royal Institution of Chartered Surveyors - Member (MRICS), Certificate No. 7505662 • Certified General Real Estate Appraiser, State of Florida, RZ382 • Certified General Real Estate Appraiser, State of Georgia, #345321 • Licensed Real Estate Broker, State of Florida, BK402088 EDUCATION • Florida State University, Tallahassee, FL, Bachelors of Science in Business Administration, Marketing - 1981 a w E a .c z co m 0 0 J a 0 a 0 t 0 a a a) a N L 0 0 r a 0 r c E a 0 0 o. 0 cv o N r E .c 0 r r ©2017 CBRE, Inc. CBRE Packet Pg. 134 RICK SCOTT, GOVERNOR KEN LAWSON, SECRETARY STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA REAL ESTATE APPRAISAL BD LICENSE NUMBER RZ382 The CERTIFIED GENERALAPPRAISER Named below IS CERTIFIED Under the provisions of Chapter 475 FS. Expiration date' NOV 30, 2018 SC 6 '6d l8)13ed AGNER, JAMES E L� , 777 BRICKELL AVE SUITE 910 MIAMI FL 3313 _� `�,-. flit. ;<, ;14,; 14W.It El • El Attachment: 2100 Backup Document (2100 : Resolution Authorizing the Purchase of Property Located El ISSUED: 09/25/2016 DISPLAY AS REQUIRED BY LAW SEQ # L1609250003799 OMNI Board of Commissioners Meeting April 19, 2017 2.4 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: April 5, 2017 and Members of the CRA Board Jason Walker File: 2101 Subject: Agreements with Miami -Dade County School Board Enclosures: 2101 - Excerpts from Omni Executive Director Redevelopment Plan BACKGROUND: The attached Resolution of the Board of the Commissioners of the Omni Redevelopment District Community Redevelopment Agency ("CRA") authorizes the Executive Director to conduct negotiations with the Miami Dade School Board on the development of their properties and CRA properties within the CRA area as well as the expansion of the I PREP program, providing for workforce and affordable housing in the area as consistent with the Omni Community Redevelopment Plan ("Redevelopment Plan"). JUSTIFICATION: Pursuant to Section 5 p. 58 of the Redevelopment Plan there are "Opportunities [to develop] new housing with a focus on mixed -income, new educational facilities, and new parking facilities to support both the PAC and emerging Media/Entertainment District." Additionally the opportunities include agreements, "between the current owners and the CRA, public/private partnerships steered by the Miami -Dade School Board, and also through zoning incentives for private development."1 Additionally these projects are further detailed in various sections of the CRA's Redevelopment Plan in Sections 6.2, 6.3, 7 and 8.5. Listed are the current schooling capacity deficits and the need for additional affordable and workforce housing and parking to supplement the current growth of the area and to remove slum and blighted conditions. 1Section 5, Page 58, 2009 Omni Community Redevelopment Plan Packet Pg. 136 2.4 As an incentive the CRA will be able to provide tax increment financing reimbursements to offset costs of the project based on the increments that will be generated from the potential development. Packet Pg. 137 City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2101 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE EXECUTIVE DIRECTOR TO BEGIN NEGOTIATIONS WITH THE SCHOOL BOARD OF MIAMI-DADE COUNTY ("SCHOOL BOARD") IN ORDER TO ACHIEVE A COLLABORATIVE PARTNERSHIP WITH THE SCHOOL BOARD FOR THE FUTURE DEVELOPMENT OF PROPERTIES WITHIN THE CRA REDEVELOPMENT AREA. WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with its approved 2009 Omni Redevelopment Plan ("Plan"); and WHEREAS, Section 5.5, at page 58 of the Plan outlines "[o]pportunities [to develop] new housing with a focus on mixed -income, new educational facilities, and new parking facilities to support both the PAC and emerging Media/Entertainment District"; and WHEREAS, Sections 6.2, 6.3, 7, and 8.5 of the Redevelopment Plan state that the current schooling capacity deficits and the need for additional affordable and workforce housing and parking to supplement the current growth of the area and to remove slum and blighted conditions as stated redevelopment goals; and WHEREAS, the School Board of Miami -Dade County ("School Board") owns a number of properties within the Redevelopment Area that are ripe for development; and WHEREAS, some of these potential developments include but are not limited to additional parking, additional educational facilities, and partnerships with private developers for workforce and affordable housing; and WHEREAS, the CRA has a vested interest in ensuring that the proposed developments on the School Board properties accomplish the goals of the Plan; and WHEREAS, potential terms of negotiation include but are not limited to the use of off-street parking facilities owned by the School Board for the purposes of residents, businesses, and visitors of the Redevelopment Area; CRA assistance with funding for future educational facilities within the Redevelopment Area subject to all legal requirements; and potential partnerships with private developers of properties within the Redevelopment Area owned by the School Board; 2.4 Packet Pg. 138 2.4 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT 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 fully set forth in this Section. Section 2. The Executive Director is authorized to begin negotiations with the School Board regarding future developments of School Board properties to accomplish the goals of the Plan including but not limited to obtaining parking for residents, businesses, and visitors of the Redevelopment Area; potential funding of future educational facilities within the Redevelopment Area; and potential partnerships with private developers of properties within the Redevelopment Area owned by the School Board. Section 3. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL Packet Pg. 139 0176 '6d la13ed NIL 11"F 2.4 EXISTING LAND OWNERSHIP Major Stakeholders City of Miami School Board PAC Miami Herald Omni Mall Omni CRA Redevelopment Plan FINAL DRAFT EXISTING CONDITIONS N Although there are numerous property owners in the Omni area, there are several major stakeholders who will undoubtedly play a large role in the redevelopment effort, due to the fact that they have a concentration of land holdings or control very large parcels. These stakeholders include the City of Miami, the Miami -Dade County School Board, the Miami Herald, the Performing Arts Center Trust and the owners of the Omni Mall. A number of the redevelopment strategies within the Plan Update are based on the public/private redevelopment of these holdings. Attachment: 2101 - Excerpts from Omni Redevelopment Plan (2101 : Agreements with Miami -Dade County School Board) I4I '6d la13ed Omni CRA Redevelopment Plan FINAL DRAFT REDEVELOPMENT PLAN OVERVIEW 4 4.4.5 Promote Public/Private Development SUPPORTING PROJECTS Public/Private Strategies Miami Herald City of Miami Properties School Board Properties PAC Parking Convention Facilities Regulatory Strategies Entertainment District Expansion Zoning Strategies Design Guidelines Improving the Public Realm Baywalk Streetscapes Historic Preservation Neighborhood Greenspace Transportation/Infrastructure Miami Streetcar 17th Street/FEC Crossing Street Reconstruction 2-way Streets Water and Sewer Upgrades Infrastructure Perhaps the most important strategy in the redevelopment of the Omni area is the pursuit of public/ private partnerships to promote new development, new infrastructure, and to resolve existing deficiencies. Numerous projects are candidates for this type of development, including transportation and parking facilities, the redevelopment of the Omni Mall , Miami Herald properties, the Wynwood Free Trade Zone and Industrial use land west of the FEC, and improvements to the public realm. Additional opportunities for public/private and public/public partnerships exist given the land holdings of the Miami -Dade School Board and the City of Miami. The School Board owns many vacant or unimproved properties within the Omni west area. These properties are ideal candidates for new affordable and workforce housing and for parking facilities which would serve the Media/Entertainment District and the PAC. Additionally, several of these properties exist in areas that have tremendous development potential which may be leveraged in public/private partnerships to provide educational and other public facilities. tt a + is r r..•-.. _r � ..¢ • s q • . .�,. '' a ii- ._ u 7 �� f� ":_J' Q a711: ii i,7 a =�1!r cF ,� '4,i , It... ,•'c- . lrr _7 r- .' 7' C. 11. G"'. to 'i,`«:: I. 5 . Id, 0. ) is -6 H:. / s do . 1.2 ht- L.` Cc^fir-43jal. 1 1,11 :-.-r- ';. :02EnF:z ,1, ill _ i .1Y <) a r? inn it Targeted Public/Private Development Opportunities Attachment: 2101 - Excerpts from Omni Redevelopment Plan (2101 : Agreements with Miami -Dade County School Board) Z17I '6d 1a1Ped City of Miami & School Board Properties PAC Parking • 1) Performing Arts Center 2) Public/Private Development including PAC parking POTENTIAL DEVELOPMENT 100,000+ SF Commercial/Retail 75,000+ SF Office 800 Residential Units PAC Parking Omni CRA Redevelopment Plan FINAL DRAFT PROJECTS AND STRATEGIES One potential project is the development of a mixed -use parking structure west of the PAC. Such a development would require a partnership of the Miami -Dade School Board, the Performing Arts Center Trust and private property owners and developers. Numerous alternatives have been studied for this project by the Urban Land Institute Technical Assistance Program (May 2004) and the Downtown Development Authority (DDA). Based on cooperation of adjacent private property owners and zoning changes, this project could provide almost 1,500 parking spaces which could be shared among the PAC, Miami -Dade School Board and other venues within the Media/Entertainment district. Coupled with the development of parking on the Miami -Herald properties, this project could satisfy the parking needs of all parties involved. Ll fAtrrrvIVAri- tv : . uc + Carl /tcrtillict Attachment: 2101 - Excerpts from Omni Redevelopment Plan (2101 : Agreements with Miami -Dade County School Board) CPI '6d laVed Omni CRA Redevelopment Plan FINAL DRAFT CAPITAL IMPROVEMENT COSTS & PRIORITIES 6 6.2 CITY OF MIAMI & SCHOOL BOARD PROPERTIES i Overall Priority: High • (See Section 5.6) CRA funding and support for the redevelopment of the City of Miami and School Board Properties could augment the efforts of the private developer, the City of Miami and the Miami -Dade School Board. Such support should be applied, in whole or in part, to public components of the project provided that redevelopment efforts support the objectives of the Plan Update. Project Category # Project Sub # Linear Ft (LF) Unit Cost (tF) Area Unit Cost (SF) Estimated Cost Public/Private Development 3 & 4 City of Miami/Miami-Dade School Board Properties Potential Public Components Description: Includes Skills Center Redevelopment Capture perking for Entertainment District 2 Affordable/Workforce Housing Projects Potential New School Facilities 3A New Streets 370 $2,000 $740,000 3B Streetscapes 370 $750 $277,500 3C Housing Parking: 60 spaces' 21,000 $40 5840,000 3D Skills Center Parking: 60 spaces 21,000 $40 $840,000 3E New School Facilities 70,000 $190 $13,300,000 3F Infrastructure 370 $450 $166,500 Reintroduce Street through School Board Property 'Assumes 10% of parking total Parlthg crust be avalable to the general pubic Public Sub -Told $16,164,000 20%Contingency $3,232,800 Public Total S19,396,800 Private Componenh 3G Retail (Skills Center Only) 32,800 $75 $2,460.000 3H Residential: 528 units 633,600 $140 $88,704.000 31 Office (Skills Center Only) 140,000 $80 $11,200,000 3J Parking: 1060 Spaces 371,000 $40 514,840,000 Private Sub-Teid $117,204,000 20%Contingency $23,440,800 Irish Total S143M4.l00 Project Total S160,041,600 Related Public Projects Description Start Date Agency Budget Attachment: 2101 - Excerpts from Omni Redevelopment Plan (2101 : Agreements with Miami -Dade County School Board) 17176 '6d la13ed Omni CRA Redevelopment Plan FINAL DRAFT CAPITAL IMPROVEMENT COSTS & PRIORITIES 6.15 CIP COST SUMMARY 6 As discussed in the following Financing Plan, current cost estimates indicate that approximately $213 million in public funds would have to be raised to support the projects for which cost estimates are available . Of this amount approximately $31.5 million would be needed to fund joint public -private initiatives. Another $49.54 million would be needed to support the implementation of public realm project initiatives and approximately $50.87 million would be needed in public funds for transportation and infrastructure projects. Project Category Public/Private Development # 5 Project Miami Herald Properties Public $12.822,000 r'grate 5920.640,000 Project Total 5933,462,000 2 3 & 4 City of NIiami/Miami-Dade School Board Properties $19,396,800 5140,644,800 $160,041,600 5 Performing Arts Center Parking $9,600,000 $222,840,000 5232,440,000 6 Convention Facilities SO 50 $0 Sub -Toth Reguiatory Strategies 7 Entertainment District Expansion No Capital Cost No Capital Cost No Ca oriel Cost 6 Zoning Strategies: Amendments I 9 Zoning Strategies: Affordable and Workforce Housing Incentives 10 Zoning Strategies: Parking Reductions 11 Design Guidelines: Media/Entertainment District 12 Design Guidelines: PAC Area Guidelines 13 Design Guidelines: Biscayne Boulevard Design Guideines 14 Design Guidelines: NE 2nd Avenue Design Guidelines Public Realm ... ` - 15 Baywalk 521,280,200 50 $211,260,200 16 Streetscapes ... 526,958,000 141,646,000 668,604,000 17 Historic Preservation 54,800,000 50 S4,600L000. 16 Neighborhood Greenspace 12,508,000 50 $2,506,0 o - Sub -Total $ 15,546,200 141,646,000 $97,192,2�'0 Transportation & Infrastructure 19 Miami Streetcar $I20,400,00 $0 $20,400,000 20 17th Street/FEC Crossing 5396,000 $0 $396,000 21 2nd Avenue Reconstruction 519,248,000 S0 519,248,000 22 2-way Conversions ;1.7,743,600 $0 $7,743,600 23 Water and Sewer Upgrades S3,082,840 80 $3,082,8.40 24 Infrastructure TBD 80 TBD Sub -Total $50,670,440 50 $50,870,440 - --Public I Alyce, Total Toll I Cost $271,760,440 64,427,325.600 $4,665,066,D'i' Attachment: 2101 - Excerpts from Omni Redevelopment Plan (2101 : Agreements with Miami -Dade County School Board) OMNI Board of Commissioners Meeting April 19, 2017 2.5 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: April 10, 2017 and Members of the CRA Board Executive Director File: 2102 Subject: Final Payments to Museum Park Enclosures: BACKGROUND: The attached Resolution of the Board of the Commissioners of the Omni Redevelopment District Community Redevelopment Agency ("CRA") authorizes the Executive Director to make final payments to the Museum Park Environmental Remediation Project Number B-30538. JUSTIFICATION: In 2012 a portion of the budget was set aside for the payment of these invoices. There were delays in the invoices. As a result there must be a resolution authorizing the Executive Director to make the final payments for the Museum Park Project. FUNDING: $173,432.53 allocated from OMNI Tax Increment Fund, entitled "Other Grants and Aids" Account No. 10040.920501.883000.0000.00000. Packet Pg. 145 City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2102 Final Action Date: A RESOLUTION OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") REAFFIRMING ITS OBLIGATION TO FUND ENVIRONMENTAL REMEDIATION EXPENDITURES AT BICENTENNIAL PARK LOCATED AT 1075 BISCAYNE BOULEVARD, MIAMI, FLORIDA IN THE TOTAL AMOUNT NOT TO EXCEED TWO MILLION DOLLARS ($2,000,000.00); AUTHORIZING THE EXECUTIVE DIRECTOR TO ISSUE AN IMMEDIATE DISBURSEMENT OF OUTSTANDING REIMBURSEMENT PAYMENTS IN THE AMOUNT OF $173,432.53; AUTHORIZING THE EXECUTIVE DIRECTOR, AT HIS DISCRETION, TO DISBURSE THE PAYMENTS ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, AFTER THE CITY OF MIAMI HAS AUTHORIZED PAYMENT AND UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; AND FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL NECESSARY DOCUMENTS, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, FOR SUCH PURPOSES. WHEREAS, on September 12, 2008, Miami -Dade County, City of Miami ("City"), Miami Sports and Exhibition Authority, Miami Art Museum of Dade County Association, Inc. ("MAM"), Museum of Science, Inc. ("MSM"), and the Historical Association of South Florida, Inc. executed a Memorandum of Understanding ("MOU") concerning the development, design, construction, and operation of the Museum Park Project at Bicentennial Park; and WHEREAS, pursuant to the MOU, on December 11, 2008, the Miami City Commission adopted Resolution No. 08-0707 approving the terms of and authorizing the City Manager to execute a lease agreement between the City and MAM and a lease agreement between the City and MSM ("Lease") for the development and operation of the Museum Component of the Museum Park Project at Bicentennial Park; and WHEREAS, on July 9, 2009, the City, MAM, and MSM executed an Environmental Remediation Agreement ("Agreement") pursuant to the Lease, which provided that the City is obligated to contribute up to $2,000,000.00 towards the cost of environmental remediation ("Project") of the properties covered by the Lease; and WHEREAS, paragraph 12(f), at page 8 of the Agreement provides that the parties intended to have the CRA "contribute the funds necessary to pay the Environmental Cost if the boundaries of the CRA are expanded to include Museum Park"; and WHEREAS, on June 10, 2010, the CRA adopted Resolution No. 10-0046 authorizing the issuance of a grant in an amount not to exceed $2,000,000.00 ("Grant") to the City to assist in the CRA's obligation to provide funding for the Project; and 2.5 Packet Pg. 146 WHEREAS, since the issuance of the Grant, the CRA has issued payments in the total amount of $1,268,679.55 for the Project; and 2.5 WHEREAS, current outstanding invoices for the Project are in the amount of $173,432.53; and WHEREAS, the CRA desires to reaffirm its obligation pursuant to the Agreement and Grant to fund the costs of the Project in the amount not to exceed $2,000,000.00 and to immediately issue payment of the outstanding invoices currently totaling $173,432.53; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT 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 obligation of the CRA to fund the Project pursuant to the Agreement in the total amount not to exceed $2,000,000.00 is hereby reaffirmed and the Executive Director is authorized to immediately issue reimbursement payments for currently outstanding invoices for the Project in the amount of $173,432.53. Section 3. The Executive Director is authorized, at his discretion, to disburse the remainder of the Grant on a reimbursement basis or directly to vendors, after the City has authorized payment and upon presentation of invoices and satisfactory documentation. Section 4. The Executive Director is authorized to execute all documents necessary, in a form acceptable to the General Counsel, for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL Packet Pg. 147 OMNI Board of Commissioners Meeting April 19, 2017 2.6 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: April 10, 2017 and Members of the CRA Board Jason Walker Executive Director File: 2103 Subject: Omni CRA's Amended General Operating & Tax Increment Fund Budgets FY'17 Enclosures: 2103 Exhibit BACKGROUND: It is recommended that the Board of Commissioners of the Omni Redevelopment District Community Redevelopment Agency ("CRA") approve and adopt the attached resolution, with attachment(s), adopting the amended Omni CRA's General Operating Budget and Tax Increment Fund Budget, for the fiscal year commencing October 1, 2016, and ending September 30, 2017, and further directing the Executive Director to transmit a copy of each budget to the City of Miami and Miami -Dade County. JUSTIFICATION: The Interlocal Agreement requires the OMNI CRA to annually prepare a proposed budget and transmit same to City of Miami and Miami -Dade County This Resolution fulfills this requirement. Packet Pg. 148 City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2103 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("OMNI CRA"), WITH ATTACHMENT(S), ACCEPTING AND ADOPTING THE OMNI CRA'S AMENDED BUDGET FOR THE FISCAL YEAR COMMENCING OCTOBER 1, 2016 AND ENDING SEPTEMBER 30, 2017; FURTHER DIRECTING THE EXECUTIVE DIRECTOR TO TRANSMIT A COPY OF THE AMENDED BUDGET TO THE CITY OF MIAMI AND MIAMI-DADE COUNTY. WHEREAS, the Board of Commissioners of the Omni Redevelopment District Community Redevelopment Agency ("Omni CRA"), by Resolution No. CRA-R-16-0043, passed and adopted on September 13, 2016, approved and adopted the Omni CRA's Special Revenue Fund Budget for the fiscal year commencing October 1, 2016 and ending September 30, 2017; and WHEREAS, it is necessary to amend the budget to reflect a correct table of organization reflecting the proper number of employees; and WHEREAS, it is further necessary to amend the budget to reflect the actual tax increment funds actually owed in January 2017 by each taxing authority that contributes to the Omni CRA's Redevelopment Trust; and WHEREAS, the Board of Commissioners wishes to approve and adopt the Omni CRA's amended Budget for the fiscal year commencing October 1, 2016 and ending September 30, 2017; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI 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 Omni CRA's amended Special Revenue Fund Budget for the fiscal year commencing October 1, 2016 and ending September 30, 2017, as attached, is approved and adopted. Section 3. The Executive Director is directed to transmit a copy of the amended budget to the City of Miami and Miami -Dade County. Section 4. This Resolution shall become effective immediately upon its adoption. 2.6 Packet Pg. 149 2.6 APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL Packet Pg. 150 FY 2017 AMENDED BUDGET 4/10/2017 2.6.a OMNI TAX INCREMENT FUND BUDGET FY 2017 AMENDED BUDGET FY 2017 PROPOSED BUDGET BUDGET VARIANCE REVENUES CITY OF MIAMI - TAX INCREMENT $10,574,483 $10,798,854 -$224,371 MIAMI DADE COUNTY - TAX INCREMENT (ORIGINAL BOUNDARIES) $6,453,941 $6,453,941 $0 CITY OF MIAMI - TAX INCREMENT (2009 ADDITION EXPANDED BOUNDARIES) $240,252 $240,252 $0 MIAMI DADE COUNTY - TAX INCREMENT (2009 ADDITION EXPANDED BOUNDARIES) $146,633 $146,633 50 Total TIF Revenues $17,415,309 TRANSFER FROM MIDTOWN CRA (Administration) $46,632 $0 $46,632 RENT INCOME - MEC $100,000 $100,000 $0 OTHER INCOME - MEC (REIMBURSEMENT FOR 2016 PROPERTY TAXES) $178,177 $112,688 $65,489 RENT INCOME - 1401 LLC $101,481 $101,481 50 MIDTOWN CRA-CONTRIBUTION TO CRA OPERATING BUDGET $0 50 $0 LAND $0 $0 $0 FUND BALANCE - OMNI CRA OPERATING BUDGET $0 $0 $0 2017 CHILDREN TRUST CONTRIBUTION $713,820 $0 $713,820 AUDITED FUND BALANCE @ 9/30/2016 $7,779,059 59,151,422 -$1,372,363 TOTAL REVENUE $26,334,478 27,105,271 -$770,793 REDEVELOPMENT EXPENDITURES ACCOUNTING AND AUDIT $15,000 $15,000 $0 PROFESSIONAL SERVICES - OTHER $354,700 $361,000 -$6,300 OTHER CONTRACTUAL SERVICES $671,657 $300,000 $371,657 INTERFUND TRANSFER (Debt Service) $4,249,500 $4,249,500 $0 INTERFUND TRANSFER (Grant) $1,455,033 $844,015 $611,018 PURCHASE OF REAL ESTATE $2,000,000 $0 $2,000,000 OTHER CURRENT CHARGE $6,095,358 $6,173,888 -$78,530 CONSTRUCTION IN PROGRESS $0 $0 $0 OTHER GRANTS AND AIDS S7,232,765 $9,773,510 -$2,540,745 ADMINISTRATIVE EXPENDITURES REGULAR SALARIES $532,060 $355,500 $176,560 FICA TAXES $40,703 $27,196 $13,507 LIFE AND HEALTH INSURANCE $48,000 $48,000 $0 RETIREMENT CONTRIBUTION $20,600 $18,625 $1,975 FRINGE BENEFITS $24,150 $9,900 $14,250 OTHER CONTRACTUAL SERVICE $20,000 $20,000 $0 TRAVEL AND PER DIEM $30,000 $30,000 $0 COMMUNICATIONS $0 $0 $0 UTILITY SERVICE $20,300 $20,300 $0 INSURANCE $104,166 $104,166 $0 OTHER CURRENT CHARGE $214,271 $129,355 584,916 SUPPLIES $5,000 $5,000 $0 OPERATING SUPPLIES $5,000 $5,000 $0 SUBSCRIPTION MEMBERSHIP $17,000 $17,000 $0 MACHINERY AND EQUIPMENT $24,000 $6,000 $18,000 ADVERTISING $30,000 $40,000 -$10,000 RENTAL AND LEASES $3,600 $3,600 $0 POSTAGE $2,000 $2,000 $0 REPAIR/MAINTENANCE - OUTSIDE $2,000 $2,000 $0 INTERFUND TRANSFER $17,500 $17,500 $0 Total Administrative Expenditures S1,160,350 RESERVE FOR MIDTOWN ADM EXPENDITURES $46,632 $0 $46,632 RESERVE FOR SECURITY DEPOSIT - MEC $125,000 $125,000 50 RESERVE FOR SECURITY DEPOSIT - 1401 GROUP LLC $40,000 $40,000 $0 RESERVE FOR CAPITAL EXPENDITURES $377,135 $362,216 $14,919 RESERVE FOR PAYMENT OF PROPERTY TAXES - MEC $178,177 $0 $178,177 FY 2017 BUDGET RESERVE $2,333,170 $4,000,000 -$1,666,830 TOTAL FUND BALANCE $26,334,478 $27,105,271 -$770,794 A) B) C) 2017 TIF Revenue 2017 TIF Rev for Affordable Housing % 2017 Budget for Affordable Housing $0 $17,415,309 $1,741,531 Refer to Item 10 end 11 - Other Grant. 10% 2017 TIF Revenue $17,415,309 2017 Administrative Expenditures $1,160,350 % Administrative Exp / 2017 TIF Revenue 7% 2017 Budget Reserve $2,333,170 Total 2017 Budget $26,334,478 % 2017 Budget Reserve / Total 2017 Budget 9% Attachment: 2103 Exhibit (2103 : Omni CRA's Amended General Operating & Tax Increment Fund Budgets FY'17) 1 Packet Pg. 151 2.6.a Description Category Approval Date Reso 9 Amount Budgeted Amount Expended Remaining Balance Accounting and Audit 1 External Auditing Services to the OMNI CRA-Sanson, Kline, Jacomino, Tandoc & Gamarra, LLP Administration 7/29/2016 16-0038 $15,000 so $15,000 Professional Services - Other 2 Lobbyists Administration NR $35,000 $0 $35,000 3 Available for Other Professional Services Administration NR $268,150 $0 $268,150 4 Financial Support Consultant Administration 12/14/2016 16-0064 $42,850 $6,300 $36,550 5 Public Relation Service Administration NR $15,000 $0 $15,000 Other Contractual Services 6 Horsepower Street Light Maintenance Quality of Life NR $25,000 $5,643 $19,357 7 Landscaping Service Quality of Life NR $25,000 $3,700 $21,30 8 Design, planning and construction related services for the CRA, related to the Neighborhood Park and Community Event Space located on certain parcels abutting interstate 395. Quality of Life 12/14/2016 16-0065 $325,000 $0 $325,00 9 Consultant fees for construction of Neighborhood Park and other related expenses. Quality of Life 12/14/2016 Per contract $56,000 $0 $56,00 10 CRA Consultants Administration NR $150,000 $o $150,00 11 Available for Other Contractual Services - Proposed Budget $250,000 - $150,000 allocated to Other Consultants Administration NR $100,000 $o $100,00 Subtotal $1,057,000 $15,643 $1,041,35 Total Budget Amount (Professional Services - Legal, Accounting and Audit, Professional Services - Other and Other NR - No CRA Resolution R - CRA Resolution Passed $664,807 $376,550 $1,041,357 Funding Source Carryover Fund Balance FY 2017 TIF Revenue $15,000 $0 $35,000 $0 $268,150 $0 $36,550 $0 $15,000 $0 $19,357 $0 $21,300 $0 $325,000 $0 $56,000 1 $150,000 $0 1 $100,000 $0 $1,041,357 $0 $1,041,357 $0 $1,041,357 $15,000 $354,700 $671,657 Attachment: 2103 Exhibit (2103 : Omni CRA's Amended General Operating & Tax Increment Fund Budgets FY'17) 2 Packet Pg. 152 2.6.a Description Category Interfund Transfer Debt Service 1 Transfer Out to the City of Miami for the payment of the Port of Miami Tunnel Series 2012 Debt Service Other Current Char: es and 0bli: atlons Approval Date Reso # Dec-07 Amount Amount Remaining Budgeted Expended Balance 2007 Global $4,249,500 Agreement $0 $4,249,500 2 3 Estimated 2007 Global Agreement Payment - Performing Art Center Available for real estate acquisition Infrastructure Dec-07 2007 Global Agreement $6,095,358 0 $6,095,358 Infrastructure NR $2,000,000 $0 $2,000,000 Interfund Transfer (Grant) 4 2015-2016 Policing Services - City of Miami 5 Grant to the City of Miami Police Department for the Expanded Police Program 6 2017 Children Trust Contribution Subtorai Quality of Life Quality of Life Quality of Life 10/22/2015 12/14/2016 Dec-07 15-0043 16-0063 Interlocal Agreement $710,000 $468,787 $241,213 $500,000 so $500,000 $713,820 so $713,820 $13,554,858 $468,787 $13,086,071 Total Budget Amount (Interfund Transfer (Debt Service), Debt Service, Purchase of Land and Interfund Transfer (Grant) NR - No CRA Resolution $2,000,000 R - CRA Resolution Passed $11,799,891 $13,799,891 Fundinf Source Carryover Fund Balance FY 2017 TIF Revenue $0 $4,249,500 $0 $6,095,358 $0 $2,000,000 $241,213 $0 $0 $500,000 $0 $713,820 $241,213 $13,558,678 $241,213 $13,558,678 $13,799,891 $4,249,500 $6,095,358 $2,000,000 $1,455,033 Attachment: 2103 Exhibit (2103 : Omni CRA's Amended General Operating & Tax Increment Fund Budgets FY'17) 3 Packet Pg. 153 2.6.a Description Category Approval Date Reso # Amount Budgeted Amount Expended Remaining Balance Carryover Fund Balance FY 2017 TIF Revenue Other Grants and Aids 1 Grant to the Perez Art Museum of Miami Dade County for various community benefits to the redevelopment area. Art and Culture 7/29/2016 16-0039 $1,000,000 $571,531 $428,469 $428,469 50 2 1401 Rest LLC - Lessor's Contribution to leasehold improvements - Grease Trap and Hood System Job Creation 6/13/2013 13-0036 $60,000 $0 $60,000 $60,000 $0 3 Grant to Chapman House for Facade Improvement Program Infrastructure 12/14/2016 16-0058 $60,000 $0 $60,000 $60,000 $0 4 Guitars Over Guns Art and Culture NR $185,000 $0 $185,000 $185,000 $0 5 Community Initiatives - Proposed Budget $100,000 (Funds allocated to Budget Reserve) Art and Culture NR $0 $0 $0 $0 $0 6 Arts in the Park/Pop Up Parks -Proposed Budget $750,000 ($325,000 allocated to Urban Temporary Park - CRA R - 16-0065 and $425,000 to Budget Reserve) Art and Culture NR $0 $0 $0 $0 $0 7 Matching funds obligation under the Florida Inldan Navigation District Grant for Phase 2 - Miami Woman's Club Baywalk Project - CIP Project Infrastructure 3/28/2013 13-0017 5150,000 $26,214 $123,786 $123,786 $0 8 Available for Business Initiatives and Job Creation Programs - Proceeds from sale of land - 14th St DEV LLC - $1,253,649 - CRA-R-15. 0021- Proposed Budget Job Creation / Quality of Life NR $0 $0 $0 $0 $0 9 Dorsey Library -Project Cost - CIP Project - Funds derived from sale of land - 14th St DEV LLC - $1,253,649 - CRA R -15- 0021 Infrastructure CIP Approved Project $850,000 $0 $850,000 $850,000 $0 10 Available TIF funds for Affordable Housing Projects - Original Amount $1,741,530.90 Affordable Housing 9/13/2016 16-0040 $1,041,531 $0 $1,041,531 $0 $1,041,531 11 Grant to Rebuilding Together Miami -Dade Inc. to provide partial funding for a home improvement facade and quality life program. Affordable Housing 12/14/2016 16-0061 $700,000 $0 $700,000 $0 $700,000 12 Grant to Legido Management Services, Inc to provide funding for "Business Rehabilitation Grant Programs" Affordable Housing 12/14/2016 16-0062 $905,000 50 $905,000 $905,000 $0 13 Grant to Camillus House, Inc. for the "Miami Shelter Program" Quality of Life 12/14/2016 16-0059 $175,000 $0 $175,000 $175,000 $0 Attachment: 2103 Exhibit (2103 : Omni CRA's Amended General Operating & Tax Increment Fund Budgets FY'17) 4 Packet Pg. 154 2.6.a 14 Miami Downtown Development Authority to expand the Downtown Enhancement Team (Purple Shirts) Quality of Life 12/14/2016 16-0057 $50,000 $0 $50,000 $50,000 $0 15 Available for Business Initiatives and Job Creation Programs - Proposed Budget $502,107 allocated to Grant to Legido Management Services, Inc Job Creation / Quality of Life NR $0 $0 $0 $0 $0 16 Museum Park Remediation Project B-30538. CIP Project funded with OMNI TIF Funds. Infrastructure CIP Approved Project $175,000 $0 $175,000 $175,000 $0 17 Contribution to the City of Miami - TRI Rail Project Infrastructure 6/25/2015 5/26/2016 15-0022 $3,750,000 $1,271,021 $2,478,979 $845,675 $1,633,304 Subtotal $9,101,531 $2,868,766 $7,232,765 $3,857,930 $3,374,835 $3,857,930 $3,374,835 Total Budget Amount Other Grants and Aids NR - No CRA Resolution R - CRA Resolution Passed $185,000 $7,047,765 $7,232,765 $7,232,765 Attachment: 2103 Exhibit (2103 : Omni CRA's Amended General Operating & Tax Increment Fund Budgets FY'17) 5 Packet Pg. 155 2.6.a Position Executive Director - OMNI Executive Director - Midtown (Reimbursed by Midtown CRA) Assistant Executive Director $75,000 Chief Legal Officer $70,000 Director of Policy and Planning $57,500 Cash Out Accumulated Annual Leave Cash Out - Former Assistant Executive Director (Balance @ 4/7/17 = 739) Cash Out of 200 hours of annual leave in FY 2017 Cash Out - Former Assistant Executive Former Assistant Director Salary (Oct 2016 - April 2017) Assistant to the Executive Director Community Liaison Intern ($10/Hour) Compensated Absences Regular Salaries Fica taxes Health/Dental/Vision Insurance OMNI CRA Staff Contingency Life and Health Insurance Retirement Contribution (401K) Executive Director Assistant Executive Director Assistant to the Executive Director Community Liaison Chief Legal Officer Director of Policy and Planning Retirement Contribution Car Allowance Executive Director - OMNI Executive Director - Midtown (Reimbursed by Midtown CRA) Former Assistant Director ($300 x 7 months (Oct 2016 - April 2017) Assistant Executive Director ($300 x 5 months) Chief Legal Officer Cell Phone Allowance Executive Director - OMNI Executive Director - Midtown (Reimbursed by Midtown CRA) Assistant Executive Director Former Assistant Director ($150 x 7 months (Oct 2016 - April 2017) Chief Legal Officer Director of Policy and Planning Fringe Benefits ADP - Payroll Processing Fee (26 payroll periods X $150) Janitorial Service / Supplies Circle Security Solutions Comcast OTIS Elevator Maintenance Service Other Contractual Services To include cost for travel out of the city for conferences and travel allowances. Travel and Per Diem FPL - Fire House Miami Water and Sewer Contingency Utility Service Property Insurance/General/Liability Insurance (MEC) Property Insurance/General/Liability Insurance (Fire Station No 2) Workers Compensation (CRA Staff) Insurance OMNI $120,000 $2,740 $50,000 $46,667 $38,333 $32,516 $8,846 $53,667 $43,000 $42,000 $20,800 $73,491 1 $532,0601 $40,703 1 $40,703 $48,000 $5,000 $48,000 $9,600 $2,500 $2,150 $2,100 $2,333 $1,917 $20,600 $3,600 $6,000 $2,100 $1,500 $2,400 $1,200 $2,400 $1,500 $1,050 $1,200 $1,200 $24,1501 $3,900 $9,000 $2,700 $2,400 $2,000 $20,000 $30,000 1 $30, 000 1 $10,800 $3,500 $6,000 $20,300 $71,166 $28,000 $5,000 $104,166 To include the cost of food associated to CRA Meetings/Ribbon Cutting $5,000 To include the cost of miscellaneous supplies. $2,000 Sale Tax - 1401 Rest LLC $8,223 Sale Tax - EUE / Screen Gems LTD, Inc MEC $20,872 Attachment: 2103 Exhibit (2103 : Omni CRA's Amended General Operating & Tax Increment Fund Budgets FY'17) 6 Packet Pg. 156 2.6.a 2016 MEC Property Taxes Other Current Charges To include supplies necessary for use in the operation of an office, such as copy Supplies To include other supplies not office related. Ex. Misc. Project Construction and Operating Supplies To include the cost of memberships to organization, Microsoft license, and Subscription Membership $178,177 $214,271 $5,000 L $5,000 $5,000 $5,000 $17,000 $17,000 Purchase of Vehicle $18,000 To include the cost of new computers $6,000 Machinery and Equipment $24,000 To include the expenses of placing advertisements in the newspapers or other $30,000 Advertising Konica Minolta Copier Rental and Leases To include the cost of stamps or other related item. Distribution of newsletter Postage To include the cost associated to any office/truck repair. Repair/ Maintenance - Outside To include transfer of funds to the City of Miami Office of the City Clerk for Interfund Transfer Total FY 2017 Amended Budget - Recurrent Expenditures $30,000 $3,600 $3,600 $2,000 $2,000 $2,000 $2, 000 $17,500 $17,500 $1,160,350 Attachment: 2103 Exhibit (2103 : Omni CRA's Amended General Operating & Tax Increment Fund Budgets FY'17) 7 Packet Pg. 157 OMNI Board of Commissioners Meeting April 19, 2017 2.7 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: April 10, 2017 and Members of the CRA Board Jason Walker Executive Director File: 2104 Subject: 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement Enclosures: 2104 Exhibit.pdf BACKGROUND: It is recommended that the Board of Commissioners of the Omni Redevelopment District Community Redevelopment Agency ("Omni CRA") approve and adopt the attached Resolution, authorizing the 4th amendment and modification of an Economic Incentive Agreement with NR MAX Miami, LLC ("Developer"), for the development of the MAX Miami ( CANVAS) mixed -use project. The original CANVAS Economic Incentives Agreement was presented to the Omni CRA Board in June 11, 2014. The CANVAS project has had three (3) Economic Incentives Agreement amendments due to delays with City of Miami permitting; Miami -Dade County Streetscape regulations and design for vehicle, pedestrian and bicycle traffic; and an extension for completion of the project timeline. The CANVAS Miami project is a planned mixed -use development which will include 513 residential units, retail space and 10,000 sq. ft. of commercial space. The commercial and residential portions of the project are anticipated to cost approximately $100 million. The Developer now seeks assistance from the Omni CRA, in the form of a reimbursement of the actual tax increment generated by the CANVAS Miami project, with a maximum payout of $750,000/year throughout the term of the Agreement (set to expire at the sunset of the Omni CRA). The Omni CRA economic incentive will apply to the resident and commercial portions of the project. The Developer originally agreed to and continues to agree to develop reliable resources for community outreach to provide new job opportunities during both construction and operations phases of the project, and anticipates the generation of new full-time jobs. Packet Pg. 158 2.7 The Omni CRA will require that residents of the Omni and Southeast Overtown/Park West CRAs and the City of Miami receive priority in hiring. The target local workforce participation is set at thirty percent (30%). The Developer will spend in community benefits a minimum of $2 million. The TIF reimbursements are dependent upon the completion of the Community benefits. No reimbursement will be provided unless the Community benefits are completed. JUSTIFICATION: Section 4.4, B., at page 41, of the 2009 Omni Redevelopment Plan lists the "[creation of] economic magnets to draw more businesses to the Omni area to compliment established activities in the surrounding area," as a stated redevelopment objective. Section 4.4, B., at page 41, of the 2009 Omni Redevelopment Plan lists the "[providing] employment opportunities and upward job mobility for residents," as a stated redevelopment objective. FUNDING: The funding will be provided by Omni Tax Incremental Funds. Packet Pg. 159 City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2104 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH ATTACHMENTS, AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE THE FOURTH AMENDMENT TO AN ECONOMIC INCENTIVE AGREEMENT, IN SUBSTANTIALLY THE ATTACHED FORM, WITH NR MAX MIAMI, LLC, A FLORIDA LIMITED LIABILITY COMPANY, FOR THE DEVELOPMENT OF THE MAX MIAMI PROJECT. WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with its approved Redevelopment Plan; and WHEREAS, Section 4.4, B at page 41 of the 2009 Omni Redevelopment Plan lists the "[creation of] economic magnets to draw more businesses to the Omni area to compliment established activities in the surrounding area" as a stated redevelopment objective; and WHEREAS, Section 4.4., B. at page 41 of the 2009 Omni Redevelopment Plan lists "[providing] employment opportunities and upward job mobility for residents" as a stated redevelopment objective; and WHEREAS, the MAX Miami Project ("Project") is a planned mixed -use development which will include 513 residential units, retail space, and 10,000 square feet of commercial space; and WHEREAS, NR MAX Miami, LLC ("Developer") anticipates approximately $100 million will be expended for construction and the Project will create substantial job opportunities; and WHEREAS, the Board of Commissioners of the CRA, by Resolution No. CRA-R- 14-0041 adopted June 11, 2014, originally approved an Economic Incentive Agreement ("Original Agreement") providing the Developer with financial assistance from the CRA in an amount not to exceed $750,000.00 per year throughout the term of the Original Agreement in the form of a reimbursement of the actual tax increment generated by the new development and collected by the CRA; and WHEREAS, as inducement to the CRA's grant of financial assistance, the Developer agreed to develop reliable resources for community outreach to provide new job opportunities during both the construction and operation phases; and 2.7 Packet Pg. 160 2.7 WHEREAS, as a further inducement to the CRA's grant of financial assistance, the Developer agreed to target local workforce participation at a minimum of thirty percent (30%) with priority in hiring to residents of the CRA and the City of Miami ("City"); and WHEREAS, as a further inducement to the CRA's grant of financial assistance, the Developer agreed to spend in community benefits a minimum of $2 million in community improvements; and WHEREAS, due to various delays beyond the Developer's control, including but not limited to permitting issues with the City and streetscape regulations and design with Miami -Dade County, various amendments to the Original Agreement were executed in order to extend completion of the project timeline; and WHEREAS, the Developer now seeks assistance from the CRA in the form of a reimbursement of the actual tax increment generated by the Project, with a maximum payout of $750,000.00 per year throughout the term of the Original Agreement, as modified (set to expire at the sunset of the CRA); and WHEREAS, the Original Agreement, as modified, will apply to the resident and commercial portions of the project; and WHEREAS, the Board of Commissioners wishes to authorize the execution of a Fourth Amendment to the Economic Incentive Agreement, in substantially the attached form, with NR MAX Miami, LLC, a Florida limited liability company, for the development of the Project; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT 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 fully set forth in this Section. Section 2. The Executive Director is authorized to execute the Fourth Amendment to the Economic Incentive Agreement, in substantially the attached form, with NR MAX Miami, LLC, for the development of the Project. Section 3. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL Packet Pg. 161 2.7.a FOURTH AMENDMENT TO MAX MIAMI ECONOMIC INCENTIVE AGREEMENT This Agreement, dated December , 2016, shall serve as an amendment to the Max Miami Economic Incentive Agreement dated June 26, 2014, by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") and NR MAX MIAMI LLC ("Owner"). The CRA and the Owner are hereinafter referred to as the "Parties". RECITALS WHEREAS, the Max Miami Economic Incentive Agreement, as modified and amended, ("Original Agreement") is attached as Exhibit "A". WHEREAS, Sections 3.1.1, 3.1.4, 3.2.1, 3.2.4 of the Original Agreement provides payment of Development Incremental TIF' and Community Improvement Incremental TIF are subject to the County and CRA Approval of the CRA Budget being obtained on annual basis and terminating upon the expiration of the CRA. WHEREAS, Section 6 provides the payments provided by the CRA under the Original Agreement are junior and subordinate to CRA Obligations as defined in the Original Agreement. WHEREAS, the Parties wish to modify the Original Agreement, as amended, to allow the CRA to repay the Owner's Development Costs related to the Community Improvements and any of the Owner's payments paid to the CRA pursuant to the Original Agreement ("Owner's CRA Expenditures"), up to Two Million Dollars ($2,000,000.00). Such payments will be made from the Development Incremental TIF and Community Incremental TIF until the Owner's CRA Expenditures are fully repaid. Such repayments to the Owner will not exceed Seven Hundred Fifty Thousand Dollars ($750,000.00) on an annual basis and will not be subject to the County and CRA approval of the CRA Budget being obtained on an annual basis and not subordinate to the CRA Obligations. WHEREAS, the Parties are willing to amend the Original Agreement subject to certain terms and conditions, which are set forth herein, and which shall supersede any conflicting terms in the Original Agreement and the exhibits thereto. WHEREAS, the Parties agree that all other terms set forth in the Original Agreement and the exhibits thereto, which are not superseded herein, shall remain in full force and effect and shall be adopted herein. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions herein below set forth the sum of Ten and No/100 ($10.00) Dollars, and other good and Capitalized terms not specifically defined herein shall have the definitions ascribed to them in the Original Agreement. Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 162 2.7.a valuable consideration, the sufficiency, receipt and adequacy of which the Parties, by these presents, do expressly and conclusively acknowledge, the Parties agree as follows: 1. Incorporation of Recitals. The recitals set forth above are hereby incorporated by reference as if fully set forth herein.. 2. CRA's Obligation to Reimburse Owner's Development Costs. Notwithstanding any provision in the Original Agreement or any other CRA agreement to the contrary, the CRA hereby agrees to repay the Owner's Development Costs related to the Community Improvements and any of the Owner's payments paid to the CRA pursuant to the Original Agreement (such Owner's costs and payments collectively, the "Owner's CRA Expenditures"), up to Two Million Dollars ($2,000,000.00). Such payments will be made from the Development Incremental TIF and Community Incremental TIF until the Owner's CRA Expenditures are fully repaid. Such repayments to the Owner will not exceed Seven Hundred Fifty Thousand Dollars ($750,000.00) per year and will not be subject to the County or CRA approval of the CRA Budget being obtained on an annual basis and not subordinate to the CRA Obligations. 3. Amendment. This Agreement shall not be modified except by written instrument subscribed to by the Parties. Except as specifically amended by this Agreement, all other terms, provisions, agreements, covenants, and conditions contained in the Original Agreement are and shall remain unchanged and in full force and effect. 4. Conflict. If there is any conflict between this Agreement and a provision of the Original Agreement, the provision of this Agreement shall govern. 5. Headings. Any section or paragraph title or caption contained in this Agreement is for convenience only, and in no way defines, limits, or describes the scope or intent of this Agreement or any of the provisions hereof. 6. Construction. This Agreement shall not be construed against any party by reason of the fact that the party may be responsible for the drafting of this Agreement or any provision hereof. 7. Severability. If any term, condition, or provision of this Agreement shall be found to be illegal or unenforceable to any extent for any reason, such provision shall be modified or deleted so as to make the balance of this Agreement, as modified, valid and enforceable to the fullest extent permitted by applicable law. 8. Knowledge of Rights and Duties. The Parties have carefully reviewed and completely read all of the provisions of this Agreement and understand and have been advised that they should consult with their own legal counsel for any and all explanations of their rights, duties, obligations, and responsibilities hereunder. The Parties acknowledge that they enter into this Agreement of their own free will and that they have the authority to do so. Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 163 2.7.a SIGNATURE PAGE FOLLOWS Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 164 2.7.a IN WITNESS WHEREOF, the Parties have executed this Agreement on the date(s) below indicated, have agreed to all the provisions contained herein, and acknowledge that all terms, conditions, and obligations under the Lease, which are not superseded herein and which are not in conflict with the terms of this Agreement, shall remain in full force and effect. EXECUTED as of the dates set forth below. OWNER: NR MAX MIAMI LLC, a Florida Witnesses: Limited liability company By: Date: Terry Wellons Manager CRA: Omni Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes Name: Name: ATTEST: By: By: Jason Walker Executive Director Clerk of the Board Date: Date: APPROVED AS TO FORM AND CORRECTNESS: By: Date: General Counsel Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 165 EXHIBIT A ‘.9q-4 2.7.a MAX MIAMI ECONOMIC INCENTIVE AGREEMENT THIS MAX MIAMI ECONOMIC INCENTIVE AGREEMENT (the "Agreement") is made as of the day of May, 2014 by and between NR MAX MIAMI, LLC, a Florida limited liability company (the "Owner"), and the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). RECITALS: A. The CRA was formed for the purpose of removing slum and blight in the Omni Redevelopment Area (the "Redevelopment Area") and to promote redevelopment and employment within the Redevelopment Area. B. Notwithstanding the Redevelopment Area's regional location and proximity to important centers of activity, major transportation systems, and significant centers of employment, the Redevelopment Area has seen limited commercial and residential development since the inception of the CRA in 1987. C. The Omni CRA Redevelopment Plan recognizes that diminishing the impact of existing urban barriers, reconnecting the Redevelopment Area to adjacent neighborhoods, and creating a pedestrian friendly environment, will address the most important inhibitors to redevelopment. D. The Owner is the owner of that certain real property located in the Redevelopment Area as more particularly described and identified on Exhibit "A" attached hereto and made a part hereof (the "Property"). E. The Owner desires to develop the Property as more particularly described on Exhibit "B" attached hereto and made a part hereof (collectively, the "Project"). F. The Owner has requested that the CRA provide economic incentives to the Owner to assist in the development of the Project, which development will serve as a catalyst for the Redevelopment Area and will result in the construction of certain roadway and sidewalk improvements necessary to encourage future development within the Redevelopment Area. 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, the Owner and the CRA hereby agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct, incorporated herein by reference and made a part hereof. 2. DEFINITIONS. The following terms used in this Agreement shall have the following meanings: 2.1 "Affiliate" of any Person (the "Specified Person") means any other Person (a) that directly or indirectly controls, is controlled by or is under common control with such -(Y/ Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 166 2.7.a Specified Person; (b) who is an officer, manager, employee or agent of, partner in,- or trustee of, or serves in a similar capacity with respect to, the Specified Person (or any of the Persons named in clause (a) above; (c) of which the Specified Person is an officer, manager, employee, agent, partner or trustee, or serves in a similar capacity; or (d) who is a member of the Specified Person's family. For purposes of this definition, the term "control" means the direct or indirect possession of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of securities, by contract or otherwise. 2.2 "Applicable Cost" means the actual cost to the Owner of labor, materials, demolition, land improvements, utility installation, architectural and engineering services, permit fees, and other work performed and costs incurred in connection with the construction and completion of the Community Improvements. 2.3 "Auditor" means an independent third party auditor, who may be retained on any given year by the Owner or the CRA, at the sole cost and expense of the Owner, in accordance with Section 4 of this Agreement. 2.4 "Base Year" means the year prior to the year in which the tax rolls reflect an increase in the assessed value of the Property resulting from Substantial Completion of the Project. 2.5 "City" means the City of Miami, a municipal corporation of the State of Florida. 2.6 "Commence Construction" means the commencement of physical construction (including, at a minimum, the commencement of excavation for foundations) at the Property. 2.7 "Community Improvements" means the improvements described and identified on Exhibit "C". 2.8 "Community Improvements Incremental TIF" means that ascribed to such term in Section 3.2.1 of this Agreement. 2.9 "Completion" means Substantial Completion of the Project, including completion of all punch list items. 2.10 "Completion Certificate" means the certificate from the Owner certifying completion of the Community Improvements, which certificate shall have appropriate backup, reasonably acceptable to the Executive Director, to substantiate the completion of the Community Improvements, certified as being true and correct by the Owner. 2.11 "County" means Miami -Dade County, a political subdivision of the State of Florida. 2.12 "County Approval" means the approval by the County of the Annual CRA Budget for the respective year which CRA Budget includes the line item of the payment to the 2 ra I Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 167 2.7.a Owner of the Incremental TIF contemplated to be paid in accordance with the terms of this Agreement. 2.13 "CRA Approval" means the approval by the CRA Board of the annual operating budget for the CRA for the respective year, which includes the line item of the Incremental TIF contemplated to be paid in accordance with the terms of this Agreement. 2.14 "CRA Board" means the Board of Commissioners of the CRA. 2.15 "CRA Budget" means the annual budget for the operation of the CRA approved by the CRA Board. 2.16 "CRA Obligations" means that ascribed to such term in Section 6 of this Agreement. 2.17 "Development Costs" means the hard and soft costs actually incurred by the Owner in connection with the design and construction of, as applicable, the Project or the Community Improvements through Completion, excluding land costs, costs paid to any Affiliates, and costs of tenant improvements to the retail space of the Project above the base building improvements, as the same may be certified by an Auditor and as further certified by the Owner in the Development Certificate with respect to the Project. 2.18 "Development Certificate" means the certificate from the Owner of the Development Costs, in substantially the form of Exhibit "D", which certificate shall have appropriate backup, reasonably acceptable to the Executive Director, to substantiate the Development Costs, certified as being true and correct by the Owner. 2.19 "Development Incremental TIF" means that ascribed to such term in Section 3.1.1 of this Agreement. 2.20 "Executive Director" means the Executive Director of the CRA. 2.21 "Incremental TIF" means the tax increment funds, if any, actually received by the CRA from the County and the City generated from the Project for the applicable year after deducting all administrative charges imposed by the County and the City and excluding all charges or payments related to the Children's Trust above the tax increment funds actually received by the CRA from the County and the City for the Base Year applicable to the Project after deducting all administrative charges imposed by the County and the City and excluding all charges or payments related to the Children's Trust for the Base Year. 2.22 "Person" means any individual, sole proprietorship, partnership, joint venture, limited liability company, limited liability partnership, trust, estate, unincorporated organization, association, corporation, institution, or other entity. 2.23 "Project" means that ascribed to such term in the Recitals of this Agreement. i 3 (NP) Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 168 2.7.a 2.24 "Property" means that ascribed to such term in the Recitals of this Agreement. 2.25 "Substantially Completed" or "Substantial Completion" means that the construction and development of the Project has been substantially completed in accordance with the plans and specifications, subject only to the completion of minor punch list items and a temporary certificate of occupancy or certificate of occupancy, or its equivalent, has been issued by the City for the Project. 3. DEVELOPMENT OF PROJECT AND EMPLOYMENT. 3.1 Development of Project. The Owner hereby represents and warrants to the CRA that the Owner will expend a minimum of One Hundred Million and No/100 Dollars ($100,000,000.00) in Development Costs in connection with the development of the Project. As an inducement to the Owner to undertake the development of the Project, the CRA agrees to pay to the Owner a percentage of the Incremental TIF actually generated from the Project as follows: . 3.1.1 Development Incremental TIF Adjustment. If the Owner expends not less than One Hundred Million and No/100 Dollars ($100,000,000.00) in Development Costs in connection with the Development of the Project and completes the Community Improvements as specified in this Agreement, the CRA shall pay to the Owner twenty-five percent (25%) of the Incremental TIF generated from the Project above the Base Year for a period, commencing with the first tax year after the Base Year (the "Development Incremental TIF"), subject to the County Approval and the CRA Approval of the CRA Budget being obtained on an annual basis and terminating upon the expiration of the CRA. If the Owner expends less than One Hundred Million and No/100 Dollars ($100,000,000.00) in Development Costs to complete the Development of the Project and completes the Community Improvements as specified in this Agreement, then in such event, the percentage of total Development Incremental TIF which will be payable to the Owner shall be reduced by the percentage the Development Costs that are less than One Hundred Million and No/100 Dollars ($100,000,000.00). For example, should the Development Costs equal 75% of $100,000,000.00, based upon the Development Certificate, the percentage of the Development Incremental TIF that the CRA will be obligated to pay to the Owner shall be reduced by 25% for the term of this Agreement. The Owner shall not receive any additional percentage of Development Incremental TIF for expending more than $100,000,000.00. 3.1.2 Development Certificate. Within sixty (60) days of the Substantial Completion of the Project, the Owner shall submit to the CRA the Development Certificate (certified as being true and correct by the Owner). The Development Certificate shall be utilized by the CRA to calculate the percentage of the Development Incremental TIF which will be payable to the Owner absent manifest error. If requested by the Executive Director of the CRA, the Owner shall provide reasonable additional back up documentation for the Development Certificate. The Owner shall not be entitled to any of the Development 4 no Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 169 2.7.a Incremental TIF pursuant to Section 3.1.1 until the Owner provides the Development Certificate. 3.1.3 Disputes. In the event of a dispute between the Executive Director and the Owner as to the Development Costs, the Executive Director and the Owner shall proceed in good faith to resolve the dispute. At the discretion of the Executive Director, the dispute may be referred to the CRA Board for further direction regarding the settlement of such dispute. If the parties are unable to resolve the dispute after it has been referred to the CRA Board, then within thirty (30) days of written notice to the other, the parties irrevocably agree that all such disputes shall be referred to an accounting firm mutually agreeable to the parties (the "Independent Accountant"). The parties shall furnish or cause to be furnished to the Independent Accountant such work papers and other documents and information relating to the disputed issues as the Independent Accountant may request and are available to that party or its agents. The parties shall be afforded the opportunity to present to the Independent Accountant any material relating to the disputed issues, to review the work papers, documents and information furnished by the other party, and to discuss the issues with the Independent Accountant. The determination by the Independent Accountant, as set forth in a notice to be delivered to both parties within sixty (60) days of the submission to the Independent Accountant of the issues in dispute, shall be final, binding and conclusive on the parties. The cost of the Independent Accountant shall be paid by the Owner. 3.1.4 Payment of Development Incremental TIF. Upon the Owner complying with Section 3.1.2, but subject to County Approval and CRA Approval of the CRA Budget, on an annual basis, for each year after the Base Year, the CRA shall pay to the Owner the applicable percentage of the Incremental TIF due pursuant to Section 3.1.1, within sixty (60) days after the CRA's receipt of the Development Certificate from the Owner as required by Section 3.1.2 for the first year after the Base Year and, thereafter, thirty (30) days after the CRA's receipt of the Incremental TIF from the County and the City. 3.1.5 Commencement and Completion of Project. The Owner acknowledges that the prompt development of the Project as well as the Community Improvements by the Owner is a material inducement for the CRA to enter into this Agreement. In the event that the Owner does not Commence Construction of the Project and Community Improvements by June 30, 2015 and does not Substantially Complete the Project and the Community Improvements by January 1, 2017, then the maximum amount of Incremental TIF that the CRA shall pay to the Owner pursuant to Section 3.1.1 shall be reduced by ten percent (10%) for each six (6) month period that the Owner has failed to Commence Construction or Complete Construction. For example, if the Owner Substantially Completes the Project on August 1, 2017 (i.e. seven (7) months after the deadline set forth above), then the total amount of the Incremental TIF payable to the Owner will be reduced to 22.5% of the Incremental TIF (i.e. a reduction of ten percent (10%)). Furthermore, the Owner shall not be entitled to any portion of the 5 re I Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 170 2.7.a Incremental TIF until the Owner provides the CRA with a Certificate of Completion for the Community Improvements. 3.2 Community Improvements. The CRA acknowledges that the lack of adequate pedestrian friendly sidewalks and the existence of a street grid that fails to facilitate connectivity with adjoining neighborhoods have substantially inhibited the development potential of the Redevelopment Area. The CRA agrees that the completion of the Community Improvements will serve as a necessary step to revitalizing the Redevelopment Area. Subject to the Owner completing the Community Improvements, the CRA will pay to the Owner annually a portion of the Incremental TIF generated from the Project each calendar year as follows: 3.2.1 Community Improvement Incremental TIF Adjustment. If the Owner completes the Community Improvements in connection with the Development of the Project, the CRA shall pay to the Owner twenty-five percent (25%) of the Incremental TIF generated from the Project above the Base Year for a period commencing with the first tax year after the Base Year (the "Community Improvement Incremental TIF"), subject to the County Approval and the CRA Approval of the CRA Budget being obtained on an annual basis and terminating upon the expiration of the CRA. 3.2.2 Completion Certificate. Within sixty (60) days of the Substantial Completion of the Community Improvements, the Owner shall submit to the CRA the Completion Certificate (certified as being true and correct by the Owner). If requested by the Executive Director of the CRA, the Owner shall provide reasonable additional back up documentation for the Completion Certificate. The Owner shall not be entitled to any of the Community Improvement Incremental TIF pursuant to Section 3.2.1 until the Owner provides the Completion Certificate to the CRA. 3.2.3 Disputes. In the event of a dispute between the Executive Director and the Owner as to the Completion Certificate, the Executive Director and the Owner shall proceed in good faith to resolve the dispute. At the discretion of the Executive Director, the dispute may be referred to the CRA Board for further direction regarding the settlement of such dispute. If the parties are not able to resolve the dispute after referral to the CRA Board, then within thirty (30) days of written notice to the other, the parties irrevocably agree that all such disputes shall be settled by binding arbitration. The arbitrator will be selected by mutual agreement of the parties, but if the parties are unable to reach agreement on the selection of the arbitrator within thirty (30) days after the date on which the notice of arbitration is sent to the parties, then the arbitrator will be selected in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in Miami, Florida, pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Any such arbitration shall be conducted by an arbitrator experienced in the construction industry and shall include a written record of the arbitration hearing. The decision of the arbitrator shall be final, binding and conclusive on the parties. 6 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 171 2.7.a 3.2.4 Payment of Community Improvement Incremental TIF. Upon the Owner complying with Section 3.2.2, but subject to County Approval and CRA Approval of the CRA Budget, on an annual basis, for each year after the Base Year, the CRA shall pay to the Owner the applicable percentage of the Incremental TIF, due pursuant to Section 3.2.1, within sixty (60) days after the CRA's receipt of the Completion Certificate from the Owner as required by Section 3.2.2 for the first year after the Base Year and, thereafter, thirty (30) days after the CRA's receipt of the Incremental TIF from the County and the City. 4. AUDITOR. The Owner acknowledges that the CRA may, upon request of the CRA's external auditor, elect to audit the Development Certificate in order to substantiate the information provided therein. In the event the CRA elects to audit the Development Certificate, the Owner shall provide or make available to the Auditor all necessary back-up information or documentation that is requested by the Auditor in order to certify the information contained therein as being true and correct. The Owner may select the Auditor, or allow the CRA to select the Auditor. The Owner shall bear all costs associated with the Auditor for services in connection with this Agreement, provided that the cost paid by the Owner to the Auditor shall not exceed Fifteen Thousand and 00/100 Dollars ($15,000.00). 5. INCREMENTAL TIF PAYMENTS AFTER SALE. Notwithstanding the Owner's sale, lease or other disposition of all or any portion of the Project (including, but not limited to, the sale or lease of all or any portion of the residential units or retail uses contemplated as part of the Project), the Owner shall continue to receive both the Development Incremental TIF and the Community Improvement Incremental TIF payable to the Owner set forth in this Agreement for the term of this Agreement. The Owner may assign to any Person all or any portion of the rights to receive such revenue from the CRA and, upon written notice from the Owner to the CRA, the CRA shall direct such payment to the Person indicated by the Owner. 6. SUBORDINATION OF INCREMENTAL TIF. The Owner acknowledges and agrees that in addition to the obligation of the CRA to make the payments to the Owner contemplated by this Agreement, the obligations of the CRA under this Agreement are junior and subordinate to the obligations of the CRA to pay debt service or other obligations with respect to any bonds now existing or otherwise contemplated in furtherance of the projects described in that certain Interlocal Agreement Between The City of Miami, Miami -Dade County, Southeast Overtown Park West CRA and Omni CRA to Provide Funding for Major Projects for the Benefit of All Parties, dated December 31, 2007, as amended prior to the effective date hereof (a copy of which is attached hereto as Exhibit "F") to be funded by the CRA or the City on the CRA's behalf, and any pledge of Incremental TIF by the CRA or the City on the CRA's behalf for such bonds (collectively, the "CRA Obligations"). Under no circumstances shall the CRA be obligated to make payments to the Owner from its general revenues or any other sources if Incremental TIF is unavailable after the CRA makes all required payments under the CRA 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 CRA Obligations, such payments shall be reduced to the amount of Incremental TIF available, if any. 7. CHALLENGES. 7 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 172 2.7.a 7.1 No Liability. The Owner hereby forever waives and releases the CRA from any liability whatsoever, now or hereafter arising in connection with any challenge to this Agreement and covenants and agrees not to initiate any legal proceedings against the CRA in connection with any challenges to this Agreement. 7.2 Duty to Defend. In the event of any challenge to this Agreement, the Owner, at its sole cost and expense, may defend any such challenge. The CRA shall cooperate with the Owner and, if necessary, participate in the defense of such challenge provided the Owner pays the costs of such defense. 7.3 Waiver of Claim. The Owner waives any and all claims which the Owner now has or may hereafter have against the CRA as a result of any challenge to this Agreement, and the Owner acknowledges and agrees to assume the risk of any challenge to this Agreement. Under no circumstances shall the Owner be entitled to any recovery with respect to any claims or any cause of action against the CRA resulting from any challenge to this Agreement, all such claims being expressly waived by the Owner. 8. REPRESENTATIONS OF OWNER. The Owner makes the following representations to the CRA as follows: 8.1 The Owner is a limited liability company, duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its properties, to carry on its business as presently conducted, and to enter into the transactions contemplated by this Agreement. 8.2 The Owner's execution, delivery and performance of this Agreement has been duly authorized by all necessary company actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which such entities are a party or by which they may be bound or affected. 8.3 This Agreement constitutes the valid and binding obligation of the Owner, enforceable against the Owner and its successors, heirs and assigns, in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 9. NOTICES. Notices required or permitted to be given pursuant to the terms of this Agreement will be delivered in person or sent by certified mail, return receipt requested, postage prepaid, by recognized contract carrier providing signed receipt for delivery, and will be deemed delivered upon receipt or refusal of delivery. Notices will be delivered at the following addresses, subject to the right of any party to change the address at which it is to receive notice by written notice to the other party: OWNER: NR MAX MIAMI, LLC c/o N.R. Investments, Inc. 1111 Park Centre Boulevard Suite 450 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 8 Packet Pg. 173 2.7.a Miami Gardens, Florida 33169 Attention: Nir Shoshani CRA: Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Avenue 2nd Floor Miami, Florida 33136 Attention: Pieter A. Bockweg, Executive Director Copy to: Office of the City Attorney 444 S.W. 2"d Avenue 9th Floor Miami, Florida 33130 Attention: Barnaby L. Min, Esq. 10. STATUS OF LAW. The Owner acknowledges that no voter approval was obtained in connection with this Agreement. In the event this Agreement is determined to be unenforceable as a result of (a) the multi -year CRA commitment regarding the use of the Incremental TIF; (b) the failure to obtain County Approval of the CRA Budget on an annual basis; or (c) the failure of the CRA Board to approve the CRA Budget on an annual basis, the Owner acknowledges and agrees that the CRA shall have no liability to the Owner arising under this Agreement. The Owner acknowledges that this provision is a material inducement for the CRA to enter into this Agreement. 11. COUNTY APPROVAL. The Owner acknowledges that this Agreement has not been submitted to the County for review or approval but that the Incremental TIF payments contemplated by this Agreement will be included in the annual budget submitted by the CRA to the County, once the CRA Budget is approved by the CRA Board. The CRA shall have no liability to the Owner in the event the CRA is not permitted by the County to make the payments contemplated by this Agreement. 12. NON -RECOURSE. This Agreement is non -recourse to the CRA. In the event of breach of this Agreement by the CRA, the Owner may seek specific performance of this Agreement and any recovery shall be limited to Incremental TIF generated by the Project above the applicable Base Year, to the extent permitted to be paid to the Owner by the County and subject to any limitations specified herein. 13. DEFAULT BY OWNER. In the event the Owner breaches its duties and obligations under this Agreement and such failure is not cured within thirty (30) days of the Owner's receipt of written notice of default specifying the breach, or such longer period of time, not to exceed one hundred fifty (150) days, if the default, by its nature cannot be cured within thirty (30) days and the Owner has not commenced the curative action within thirty (30) days Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 9 Packet Pg. 174 2.7.a and diligently pursues same, then the CRA will have no further duties and obligations under this Agreement. Notwithstanding this section, a failure by the Owner, or its successors, heirs or assigns, to file applicable documentation, including but not limited to the Development Certificate or Completion Certificate, or any other failure to access the Incremental TIF, as described in Section 3, shall only constitute a breach of its obligations for that calendar year, and shall not constitute a default in future years under this Agreement. The CRA acknowledges that the Owner's failure to build either the Project or the Community Improvements shall not entitle the CRA to any damages from the Owner. The CRA's sole and exclusive remedy with respect to a breach of this Agreement by the Owner shall be to withhold the payments from the Incremental TIF contemplated by this Agreement. 14. CONSULTANT AND PROFESSIONAL COMPENSATION. The Owner may retain consultants and professionals to assist the Owner with the negotiation and execution of this Agreement, and the Owner may compensate those consultants and professionals at their standard hourly rate for services performed, or any other method of compensation that is considered standard and reasonable for that particular service. Notwithstanding anything to the contrary contained herein, in no event shall the Owner 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, and subsequent receipt of the Incremental TIF. 15. ADJUSTMENT TO FOLIO NUMBERS. The Owner and the CRA acknowledge that the current tax folio numbers and assessed values with respect to the Project may change as a result of the reconfiguration of the Property in connection with the Project. In such event, the Executive Director of the CRA and the Owner shall proceed in good faith to agree as to (a) 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, and (b) which assessed values will be applicable for the Base Year and thereafter with respect to the Property. 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 the Owner. No party can create any obligations or responsibility on behalf of the others or bind the others in any manner. Each party is acting for its own account, and it has made its own independent decisions to enter into this Agreement and as to whether the same is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. Each party acknowledges that none of the other parties hereto is acting as a fiduciary for or an adviser to it in respect of this Agreement or any responsibility or obligation contemplated herein. The Owner further represents and acknowledges that no one was paid a fee, commission, gift or other consideration by the Owner or the Owner's agent, as an inducement to entering into this Agreement. 17. AGREEMENT TO RUN WITH THE LAND. This Agreement, and all rights and obligations herein, shall be binding upon the successors in interest, and assigns of the Owner who are owners of the Property or portions thereof and run with the land. It is acknowledged that the Owner, as the fee simple owner of the Project, is free to convey title (fee simple, leasehold or otherwise) to third parties of all or portions of the Project subject to the terms of this Agreement. 10 . rt° Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 175 2.7.a 18. PERMITTING. The Owner agrees to use good faith efforts to obtain the necessary approvals and permits necessary for the construction of the Community Improvements. The Owner shall not be deemed in default of this Agreement if, through no fault of the Owner, the Owner is unable to obtain such permits prior to the completion of construction of the Project. 19. CAP ON INCREMENTAL TIF. Notwithstanding anything to the contrary contained in this Agreement, the total amount of Incremental TIF that shall be paid to the Owner during the term of this Agreement is Nine Million and No/100 Dollars ($9,000,000.00) subject to the limitations stated in Section 3.1.1 and shall not exceed fifty percent (50%) of the Incremental TIF received from the subject Property by the CRA from the County and the City in an amount not to exceed Seven Hundred Fifty Thousand Dollars ($750,000) on an annual basis. 20. CRA BUDGET. The CRA covenants and agrees to include in its annual operating budget a line item for the annual payments contemplated by this Agreement, subject to CRA Board approval. 21. DUTIES OF OWNER. As further inducement for the CRA to enter into this Agreement, the Owner and the CRA have agreed to enter into a first source hiring agreement with respect to employment during construction of the Project in the form of Exhibit "E" attached hereto. 22. MISCELLANEOUS. 22.1 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. 22.2 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. 22.3 In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels and at any administrative proceedings. 22.4 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. 22.5 All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. Agreement. 22.6 Time shall be of the essence for each and every provision of this rel Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 176 2.7.a 22.7 No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), director, employee or agent of the CRA, or the City, in an individual capacity. 22.8 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. 22.9 This Agreement may not be recorded in the Public Records of Miami - Dade County. 22.10 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. The Executive Director shall have the authority to enter into any change, alteration, or modification permitted under this Agreement without the need for CRA Board approval unless specifically stated otherwise herein. 23. FORCE MAJEURE. In the event that either party hereto is prevented from fully and timely performing any of its obligations hereunder due to acts of God, strikes or lock -outs, other industrial disturbances, acts of the public enemy, laws, rules and regulations of governmental authorities, wars or warlike action (whether actual, impending or expected, and whether de jure or de facto), arrest or other restraint of government (civil or military), blockades, insurrections, acts of terrorists or vandals, riots, epidemics, landslides, sinkholes, lightning, hurricanes, storms, floods, washouts, fire or other casualty, condemnation, civil commotion, explosion, breakage or accident to equipment or machinery, any interruption of utilities, confiscation or seizure by any government or public authority, accident, repairs or other matter or condition beyond the reasonable control of either party (collectively called "Force Majeure", financial inability to perform hereby expressly excluded), such party shall be relieved of the duty to perform such obligation until such time as the Force Majeure has been alleviated; provided, that upon the removal of the Force Majeure, the obligation prevented from being fulfilled will be automatically reinstated without the necessity of any notice whatsoever. 24. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other agreements, representations or warranties other than as set forth herein. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. [SIGNATURE PAGE TO FOLLOW] Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 12 Packet Pg. 177 2.7.a IN WITNESS hereof the parties have executed this Agreement as of the date first above written. ATTEST: OWNER: NR MAX MIA I, LLC„ a Florida limited liability company By: Name: i 0 S /910 Title: ./ aPO, #. ' r CRA: Omni Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, orida Statutes By: By: Tr.d B. H. ion Clerk. of the .Board/ APPROVED AS,Tb INSVRA REQUIREMENTS By: Anne-MarieSharpe nterim Director Risk Managemen l weg irector AP'.' OVED AS 'O FORM AND CORRECTN Victoria Men General Counsel Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 13 Packet Pg. 178 2.7.a Exhibit "A" Legal Description of Property Lots 5, 8, 7, 8, 9 and 12, Block 8, of ROBBINS GRAHAM AND CHILLINGWORTH SUBDIVISION, according to the Plat thereof, as recorded In Plat Book A, Page 49 Vs, of the Public Records of Miami -Dade County, Florida, LESS the East 10 feet of Lot 6; LESS the East 10 feet of Lot 8, and LESS the South 5 feet of Lot 12. TOGETHER WITH: Lots 1, 2 and 3, Block A, T.W. PALMER'S RESUBDIVISION, according to the Plat thereof, as recorded In Plat Book 4, Page 60, of the Public Records of Miami -Dade County, Florida, LESS the South 9.0 ff et of Lot 3. Lot 1- Folio No. 01-3136-008-0010 - Lot 2- Folio No. 01-3136-008-0020 - Lot 3- Folio No. 01-3136-008-0030 - Lot 5- Folio No. 01-3136-005-0350 - Lot 6- Folio No. 01-3136-005-0360 - Lot 7- Folio No. 01-3136-005-0370 - Lot 8- Folio No. 01-3136-005-0380 - Lot 9- Folio No. 01-3136-005-0390 - Lot 12- Folio No. 01-3136-005-0390 1615 NE Miami Place 1611 NE Miami Place 1603 NE Miami Place 1630 NE Avenue 1631 NE Miami Place. 1621 NE Miami Place 1622 Ne 1 Avenue 1604 NE 1 Avenue - 1604 NE 1 Avenue a) E a) a) a) _ a) c) c) E 0 0 0 w in z U E ns X 2 E E 0 N 0. w 0 N _ a) E C) rr Q Packet Pg. 179 2.7.a Exhibit "B" The Project MAX MIAMI is a mixed use development that includes (i) approximately 513 residential units; (ii) approximately 10,000 square feet of retail (including restaurant) and commercial space; and (iii) parking. Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 180 2.7.a Exhibit "C" Community Improvements Addressing Pedestrian Access. The sidewalks along 17th Street between Second Avenue and North Miami Avenue are currently narrow and disjointed. The current condition of the sidewalks significantly impedes pedestrian movement within the area. The Community Improvements by the Owner include but are not limited to (i) removing the existing four (4) foot wide concrete sidewalks on the south side of 17th Street from Second Avenue to North Miami Avenue and on the north side of 17th Street from North Miami Avenue to North Miami Place, (ii) adding a five (5) foot wide concrete sidewalk with an additional three (3) foot wide landscape buffer for shade trees, landscaping and irrigation, on the south side of 17th Street from Second Avenue to North Miami Avenue and on the north side of 17th Street from North Miami Avenue to North Miami Place, (iii) milling and resurfacing 17th Street from Second Avenue to North Miami Avenue, (iv) removing and replacing all existing FPL wooden poles with new aluminum or concrete Miami Dade County approved poles with street lights attached on the south side of 17th Street from Second Avenue to North Miami Avenue and on the north side of 17th Street from North Miami Avenue to North Miami Place, (v) placing waste receptacles along both the south side of 17th Street from Second Avenue to North Miami Avenue and on the north side of 17th Street from North Miami Avenue to North Miami Place, all as further detailed in the attached sketch and plans. All Community Improvements, including but not limited to any street lights and waste receptacles, shall have a similar look and feel as those improvements that were completed by the CRA along NW 14th Street. Addressing Vehicular Access. 17th Street is currently One -Way (from West to East) starting at the intersection of NE 1st Avenue crossing NE 1st Court and ending at Second Avenue (2 Blocks). 17th Street is also One -Way (from East to West) starting at the intersection of NE 1st Avenue crossing NE Miami Place, NE Miami Court and ending at North Miami Avenue. The One -Way direction of 17th Street inhibits residents and visitors from easy access to the residential and commercial properties that line the street. The Owner proposes constructing (i) a six (6) foot wide island in the center of 17th Street between Second Avenue and North Miami Avenue to create a landscaped median and (ii) creating a Two -Way street along 17th Street from Second Avenue to North Miami Avenue with curb -side parallel parking on the south side of 17th Street, all as further detailed in the attached sketch and plans. The Owner has estimated that the Development Cost for the Community Improvements will not exceed $2,000,000.00 in Applicable Costs. To the extent that the Applicable Costs exceed such amount, the Owner shall have the right to adjust the scope of work set forth herein (including removing items) to ensure that the total Development Cost of the Community Improvements does not exceed $2,000,000.00. The Owner will have no obligation to maintain the Community Improvements upon its completion. The Owner, at its own cost and expense, shall submit to the CRA its plans for the construction and installation of the Community Improvements. The plans shall include a schematic layout of the Community Improvements and a lighting and landscaping plan (the "Plans"). Within twenty (20) business days of receipt of the Plans, the CRA shall give the Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 181 2.7.a Owner written notice of either the approval or disapproval of the Plans. If the CRA disapproves the Plans, then such notice of disapproval shall set forth the reasons therefor. The CRA may only disapprove of the Plans upon a finding by the CRA that the Plans contain material variations from the specifications of the Project as set forth in the description contained in this Exhibit C. In the event that the CRA disapproves the Plans, the Owner shall modify the Plans in accordance with the reasons set forth in the CRA's disapproval notice. The modified Plans shall be resubmitted to the CRA for the CRA's final review and approval in accordance with the standards of review set forth above. The CRA shall have a period of ten (10) business days following receipt of such revised Plans within which to review same and furnish to the Owner written notice of the CRA's approval or disapproval. If the CRA fails to furnish to the Owner written notice of the CRA's approval or disapproval of the Plans or revised Plans within the time frame set forth above, then the Plans shall be deemed approved. The Community Improvements shall be deemed complete for purposes of this Agreement upon the completion of the work specified in the Plans, as may be adjusted by the Owner to ensure that the total Development Cost of the Community Improvement does not exceed $2,000,000.00 and submission of a Completion Certificate. If, upon the completion of the Community Improvements, the Applicable Costs are less than $2,000,000.00, the Owner shall remit the difference to the CRA so the total expenditure of funds for the Owner shall be $2,000,000.00. The CRA will then be responsible for utilizing the remaining amount for any other improvements or obligations within the Redevelopment Area within the sole discretion of the Executive Director after consultation with the Owner. Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 17 Packet Pg. 182 2.7.a Exhibit "D" Development Certificate DEVELOPMENT CERTIFICATE The undersigned hereby certifies to the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"), that NR MAX MIAMI, LLC, a Florida limited liability company (the "Owner") has actually paid $ in hard and soft costs to third parties unaffiliated with the Owner in connection with the development of the Project, as defined in the MAX MIAMI Economic Incentive Agreement dated May _, 2014 by and between the Owner and the CRA, as reflected on (i) AIA Form G702, or similar form accepted by the Owner's lender, attached hereto as Exhibit "A" ("Form G702 or equivalent"), and (ii) the Schedule of Soft Costs attached hereto as Exhibit "B" ("Schedule of Soft Costs"), and that the Form G702 or equivalent, and the Schedule of Soft Costs are true and correct in all material respects. NR MAX MIAMI, LLC, a Florida limited liability company By: Name: Title: Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 18 Packet Pg. 183 2.7.a Exhibit "E" First Source Hiring Agreement (Construction) MAX MIAMI FIRST SOURCE HIRING AGREEMENT (CONSTRUCTION) THIS AGREEMENT is made this day of , 2014, by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA") and NR MAX MIAMI, LLC, a Florida limited liability company (the "Developer"). RECITALS A. The CRA was formed for the purpose of removing slum and blight in the Omni redevelopment area (the "Redevelopment Area") and to promote redevelopment and employment within the Redevelopment Area. B. The Developer is the owner of property located within the Redevelopment Area which is more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Property"). C. The Developer intends to develop the Property as more particularly described on Exhibit "B" attached hereto and made a part hereof and construct certain Community Improvements, as defined in that certain Max Miami Economic Incentive Agreement, dated of even date herewith, between the parties hereto (collectively, the "Project"). D. Simultaneously with the execution of this Agreement, the CRA and the Developer have entered into the MAX MIAMI Economic Incentive Agreement (the "Incentive Agreement") pursuant to which the CRA will make tax increment funds available to the Developer which will be used by the Developer to defray a portion of the costs of development of the Project. Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 19 Packet Pg. 184 2.7.a E. The Developer has agreed to enter into this Agreement in order to induce the CRA to enter into the Incentive Agreement. NOW, THEREFORE, in consideration of ten dollars ($10.00) and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: DEFINITIONS As used in this Agreement, the following capitalized terms shall have the following meanings. All definitions include both the singular and plural form. Capitalized terms not specifically defined herein are as defined in the Incentive Agreement. "Agency" shall mean the South Florida Work Force, a state and federally funded 501(c)(3) organization, or a similar community -based organization reasonably acceptable to the CRA. In the event the Agency ceases to exist, upon request of the CRA, the Developer shall select a similar entity capable of handling the responsibilities designated to the Agency hereunder, reasonably acceptable to the CRA. The Developer may depend on the Agency to determine economic status (low-income, unemployed, etc.), residency, and other vital information of applicants or employees and may rely on all such determinations by the Agency for all purposes hereunder. "Agreement" shall mean this First Source Hiring Agreement in its entirety. "City" shall mean the City of Miami, Florida. "County" shall mean Miami -Dade County, Florida. "Construction Contract" shall mean a contract with a total contract value of $250,000.00 or more related to the construction of the Project or part thereof. "Construction Contract" shall not include lease agreements or contracts related to operations of ongoing business at the Project. Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 20 Packet Pg. 185 2.7.a "Construction Contractor" shall mean a prime contractor, a subcontractor, or any other business entering into a Construction Contract. "Construction Phase" shall mean the period of time beginning with the commencement of construction of the Project and ending upon the issuance of a certificate of completion. "Full Time Employee" shall mean an individual employed for a minimum of forty (40) hours per standard five-day work week, receiving all of the employee benefits offered by the respective employer to other similarly employed individuals. "Lease Agreement" shall mean a retail lease agreement for the leasing of space within the Project. "Low to Moderate -Income Individual" shall mean (i) an individual whose household income is no greater than 80% of the median income for the County based on the local Census data, or (ii) an individual who is unemployed. "Qualifying Individuals" shall mean Low to Moderate -Income Individuals who are Residents. The Developer may depend on the Agency to determine whether individuals are Qualifying Individuals, as well as their employment, economic status, residency, and other vital information of applicants, or employees and may rely on all such determinations by the Agency for all purposes hereunder. "Residents" shall mean residents of the Redevelopment Area or the City. "Site" or "On -Site " shall mean within the boundaries of the Project. HIRING AND MINORITY EMPLOYMENT PROGRAM Community Outreach. This section is intended to develop reliable resources for community outreach associated with exceeding a participation goal of thirty percent (30%) for new job opportunities for Qualifying Individuals during the Construction Phase of the Project, Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 21 Packet Pg. 186 2.7.a including the prescreening of resumes and the operation of training programs that will develop the necessary skills to facilitate the employment of Qualifying Individuals. This section aims to accomplish these goals by (i) holding events, at least annually, that provide adequate notice to Residents of job opportunities, and (ii) collaborating with community -based organizations and other groups to ensure that appropriate training programs are developed and offered to Residents to establish (a) a mechanism whereby Qualifying Individuals can receive job training in the skills requested by employers for the Project, and (b) a system for prompt reliable pre-screening and referral of applicants to employers as jobs become available. Construction Phase. During the Construction Phase, the Developer shall utilize the services of the Agency for community outreach in striving to meet or exceed a goal of thirty percent (30%) for new job opportunities for Qualifying Individuals. For each Construction Contract, the Developer shall use commercially reasonable efforts to require the Construction Contractor and each of the subcontractors retained by the Construction Contractor to provide employment opportunities generated by the Project to Qualifying Individuals, including, but not limited to, those who are participants in the Agency's training and employment programs, subject to (i) the Construction Contractor's or subcontractors' obligations pursuant to applicable laws, rules, regulations, and orders; (ii) any collective bargaining or other employment or labor agreement; and (iii) the Construction Contractor's obligations to fill vacancies generated by the Project with (a) the Construction Contractor's employees from other jobs, and (b) persons laid off by the Construction Contractor within the last two (2) years. It is understood that jobs may be offered on the basis of qualifications. However, should qualifications be equal, the Developer shall use commercially reasonable Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 22 Packet Pg. 187 2.7.a efforts to cause the Construction Contractor to offer such employment opportunities in the following order of priority, subject to the terms and conditions above: (i) to Residents of the Redevelopment Area; ( ii) Residents of the City. The Developer shall use commercially reasonable efforts to cause each Construction Contractor to collaborate with the Agency to ensure that appropriate skills training programs are established with the objective of training Qualified Individuals for employment as part of the On -Site construction work force for the Project. For each Construction Contract, the Developer shall use commercially reasonable efforts to cause the Construction Contractor to notify the Agency on a monthly basis of (i) entry level and apprenticeship positions; (ii) union and non -union job openings resulting from the Construction Contract requirements; and (iii) the number of positions needed and the minimum qualifications required for each position. For each Construction Contract, the Developer shall use commercially reasonable efforts to cause the Construction Contractor to utilize the Agency as the "first source" in identifying candidates for entry-level, apprenticeship, and union and non -union positions. For each Construction Contract, the Developer shall use commercially reasonable efforts to cause the Construction Contractor to give preference and first consideration on the basis of qualifications; however, should qualifications be equal among candidates, the Developer shall use commercially reasonable efforts to cause Construction Contractor, to the extent permitted by law and any existent labor agreements, and except as otherwise provided for in Section 1 hereof, to offer such employment opportunities in the following order of priority: to (i) Residents of the Redevelopment Area; (ii) to Residents of the City to fill entry level, apprenticeship, union and non -union positions. Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 23 Packet Pg. 188 2.7.a For each Construction Contract, the Developer shall use commercially reasonable efforts to (i) cause the Construction Contractor to advertise or cause to be advertised through: (a) the Agency; (b) local media; and (c) the City community television channel; and (ii) hold job fairs in the Redevelopment Area seeking to attract Qualifying Individuals for training and employment at the Project . For each Construction Contract, the Developer further agrees to use commercially reasonable efforts to cause the Construction Contractor to use its commercially reasonable efforts to ensure that thirty percent (30%) or more of those individuals offered employment are Qualifying Individuals. As long as these persons remain employed, their positions will continue to be counted toward the thresholds of the Developer's performance regardless of any change in their status as a Qualifying Individual. Annual thresholds shall be pro -rated monthly as required. In the event that the Agency is unable to identify Qualified Individuals for the unfilled positions needed by the Construction Contractor, any qualified person, irrespective of their status as Qualifying Individuals may be hired for the unfilled/targeted position. The CRA acknowledges that all employees of the Project will be required to have the necessary employment skills, and meeting the insurance policy requirements of the Project, including, but without limitation, requirements for a drug -free workplace. In addition, the CRA acknowledges that various employment opportunities may require union membership, and may require security clearances consistent with the Project's security policies and procedures. For purposes of this Agreement, to the extent the Agency provides the above services, the Developer may rely on the information provided by the Agency for verification purposes. To the extent that the procedures set forth in this section are in conflict with applicable federal, state or local laws, as it pertains to the Developer or Construction Contractor's Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 24 Packet Pg. 189 2.7.a procedures, the Developer or Construction Contractors may substitute other procedures, that are reasonably acceptable to the CRA, in order to accomplish the purpose and intent of this Agreement. REPORTING Semi -Annual Reports Analysis. The Developer shall use commercially reasonable efforts to cause the Construction Contractors to prepare, or cause to be prepared, detailed semi-annual reports on the implementation of all sections of this Agreement during the Construction Phase. The Construction Contractor shall coordinate with the Developer in the creation of the semi-annual reports and the Developer will submit the completed report to the CRA. The CRA shall not unreasonably reject the semi-annual reports provided by the Construction Contractor and the Developer. These reports should include, but not be limited, to the following: • total number of positions hired to -date; • total number of positions held by Qualifying Individuals residing in the Redevelopment Area and the City, respectively; • total new hires this reporting period; • total new hires from prior reporting period; • total new hires to -date; • total number of individuals referred from each respective recruiting source; and • total number of individuals hired from each respective recruiting source. These reports shall be provided to the CRA, consistent with any security provisions of the Project. If the report indicates that the percentage threshold requirement is not being met, the Developer shall use commercially reasonable efforts to cause each Construction Contractor to include as part of the report a discussion of the reasons the threshold requirements were not met. Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 25 Packet Pg. 190 2.7.a Further, in the event the Agency prepared the report or the initial data on Qualifying Individuals, on behalf of the Developer, the Developer shall be entitled to rely on information provided by the Agency. The last report shall be delivered to the CRA within six (6) months of the conclusion of the Construction Phase. IMPLEMENTATION OF FIRST SOURCE HIRING PROGRAM For each Construction Contract, the Developer shall use commercially reasonable efforts to cause this Agreement, or any amended version thereof, to be included as a material term of such Construction Contract. NOTICES Notices required or permitted to be given pursuant to the terms of this Agreement will be delivered in personor sent by certified mail, (with return receipt requested and postage prepaid), by a recognized contract carrier providing signed receipt for delivery, notice will be deemed delivered upon receipt or refusal of delivery. Notices will be delivered at the following addresses, subject to the right of any party to change the address at which it is to receive notice by written notice to the other party: If to the Developer: If to the CRA: NR MAX MIAMI, LLC c/o N.R. Investments, Inc. 1111 Park Centre Boulevard Suite 450 Miami Gardens, Florida 33169 Attention: Nir Shoshani Pieter A. Bockweg, Executive Director Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Avenue 2nd Floor Miami, Florida 33136 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 26 Packet Pg. 191 2.7.a With a copy to: Office of the City Attorney 444 S.W. 2nd Avenue 9th Floor Miami, Florida 33130 Attention: Barnaby L. Min, Esq. GENERAL PROVISIONS Severability Clause. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall continue in full force and effect. Binding on Successors. This Agreement shall be binding upon and inure to the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to apply to any successor in interest, heir, administrator, executor, or assign of such party. Intended Beneficiaries. The CRA is an intended third -party beneficiary of contracts and other agreements, which incorporate this Agreement, with regard to the terms of this Agreement. The CRA shall therefore have the right to enforce the provisions of this Agreement against each Construction Contractor. Term. This Agreement shall become effective on the date of mutual execution of this Agreement. This Agreement shall automatically expire, and the Developer shall have no further obligations hereunder, upon substantial completion of the Project. Waiver. The waiver of any provision or term of this Agreement shall not be deemed as a waiver of any other provision or term of this Agreement. The mere passage of time, or failure to act upon a breach, shall not be deemed as a waiver of any provision or terms of this Agreement. Estoppel. The parties hereto agree to provide each other, within 15 days of request, an estoppel letter acknowledging that the other party is not in default of this Agreement. Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 27 Packet Pg. 192 2.7.a Construction. The parties hereto have been represented by counsel in the negotiation and drafting of this Agreement. Accordingly, this Agreement shall not be strictly construed against any party, and the rule of construction that any ambiguities be resolved against the drafting party shall not apply to this Agreement. No Termination of Existing Employees. Neither the Developer, nor any Construction Contractor, shall be obligated to terminate any existing employees to comply with the terms and provisions of this Agreement. Should either the Developer or Construction Contractor be unable to meet the thresholds or objectives of this Agreement, due to low employment position vacancy, the threshold will be based upon the job openings that are available. Entire Agreement. This Agreement and the Incentive Agreement contain the entire agreement between the parties with respect to construction of the Project and supersedes any prior agreements regarding hiring, whether written or oral. Amendments. This Agreement may not be altered, amended or modified, except by an instrument in writing signed by the Developer and the CRA. Authority of Signatories. The individuals executing this Agreement represent and warrant that they have the authority to sign on behalf of the respective parties. Waiver of Jury Trial. The parties hereby knowingly, irrevocably, voluntarily and intentionally waive any right either may have to a trial by jury with respect to: (i) any action, proceeding or counterclaim based on this Agreement; (ii) any action arising out of, under or in connection with (a) this Agreement; (b) any amendment or modification of this Agreement; or (c) any course of conduct, course of dealing, statements (whether verbal or written) or actions of any party hereto. This waiver of jury trial provision is a material inducement of the CRA and Developer entering into the subject transaction. Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 28 Packet Pg. 193 2.7.a [SIGNATURE PAGES TO FOLLOW] Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 29 Packet Pg. 194 2.7.a IN WITNESS WHEREOF, the CRA and the Developer executed this Agreement the day and year first above written: Witnessed: DEVELOPER: Print Name: ame: ATTEST: Todd B. Hannon, Clerk of the Board APPRO ED AS T Victoria Mendez, Gene : Counsel NR MAX MIA I, LLC, a Florida limited liability compan By: Name: I SOS Title: J✓(Gi,9 CRA: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Name: Pi. er A :tckweg Title: Execu-Director ORRECTNESS: Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 30 Packet Pg. 195 2.7.a Exhibit "A" Legal Description of Property Lots 5, 6, 7, 8, 9 and 12, Block 8, of ROBBINS GRAHAM AND CHILLINGWORTH SUBDIVISION, according to the Plat thereof, as recorded in Plat Book A, Page 49 Vs, of the Public Records of Miami -Dade County, Florida, LESS the East 10 feet of Lot Si LESS the East 10 feet of Lot 8, and LESS the South 5 feat of Lot 12. TOGETHER WITH; Lots 1, 2 and 3, Block A, T.W. PALMER'S RESUBDIVISION, according to the Plat thereof, as recorded In Plat Book 4, Page 60, of the Public Records of Mlaml-Dade County, Florida, LESS the South 10 feet of Lot 3. Lot 1- Folio No. 01-3136-008-0010 - Lot 2- Folio No. 01-3136-008-0020 - Lot 3- Folio No. 01-3136-008-0030 - Lot 5- Folio No. 01-3136-005-0350 - Lot 6- Folio No. 01-3136-005-0360 - Lot 7- Folio No. 01-3136-005-0370 - Lot 8- Folio No. 01-3136-005-0380 - Lot 9- Folio No. 01-3136-005-0390 - Lot 12- Folio No. 01-3136-005-0390 1615 NE Miami Place 1611 NE Miami Place 1603 NE Miami Place 1630 NE 1 Avenue 1631 NE Miami Place 1621 NE Miami Place 1622 Ne 1 Avenue 1604 NE 1 Avenue - 1604 NE 1 Avenue Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 196 2.7.a Exhibit "B" The Project MAX MIAMI is a mixed use development that includes (i) approximately 513 residential units and (ii) approximately 10,000 square feet of retail (including restaurant) and commercial space. Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 197 2.7.a Exhibit F Interlocal Agreement Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 33 Packet Pg. 198 2.7.a t/18/RS (Revised) CC'7::'::' !HI if 0 �)1 L•. 11:�'1 '.1!.':S. .ERS INTERLDCAL COOPERATION. AGREEMENT 'f7I5 AGREEMENT, made this 31 day of March )' 2/4. ‘"j. 33 x1/141r 8- , 1983, by and between Metropolitan Dade County, a political subdivision of the state of Florida (hereinafter referred to as the COUNTY) and the city of Miami, a municipal corporation under the laws of the State of Florida (hereinafter referred to as the CITY). WI TNES SETR: WHEREAS, by Resol on. No. 1677-82 the COUNTY has approved a Plan d Ordina crement.financ the Southeast Overtown/Park Rest Community Redevelopment area (hereinafter referred to as the PROJECT), and WHEREAS, this PROJECT will take place within the corporate limits of the CITY, and WHEREAS, the CITY played the major role in the preparation of the Plan and financing proposal for the PROJECT, and v. WHEREAS, the CITY hereby requests delegation from the COUNTY to become the redevelopment agency for the PROJECT, and WHEREAS, the COUNTY and CITT desire to provide the manner in which the CITY shall have certain responsibilities for the PROJECT, NOW, THEREFORE, the COUNTY and the CITY agree as follows: I. CITY -COUNTY COORDINATION The County and City Managers shall designate a Project Coordinator and Project Manager, respec- tively, to carry out the COUNTY and CITY responsi- bilities for the PROJECT: These two people will make recommendations to the County and City Managers on all appropriate PROJECT activities. II. CITY RESPONSIBILITIES A'. Land Disposition 1. The CITY shall prepare the land disposition guidelines and procedures which shall be reviewed and approved by the Miami City • F ee- Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 199 2.7.a 3/18/83 (Revised) Commission and the Board of County Commis- sioners prior to issuance. The CITY shall prepare PROJECT marketing materials and shall be responsible for advertising for developers to submit proposals., A Review Committee shall be established by the City Manager with representation from Dade County pursuant to procedures established by the CITY. 2. The Committee shall perform the function of evaluating proposals and recommending a developer to the Miaioi City Commission. The Board of County Commissioners shall make the final selection, and shall select a developer that first has been approved by the Miami City Commission and whose proposal complies with requirements of the request for proposals. Any disposition of land for the PROJECT shall be accomplished in accordance with applicable federal guidelines and applicable provisions of state lay. Promptly after the selection of the developer by the County Commission, the County Commission shall r authorize the conveyance of the land to the City . at no cost. 3. The city shall convey the land to the developer accordance With for fair market value for use in the redevelopment plan and shall deposit the proceeds from the'sale in the redevelopment trust fund to be utilized in accordance with the PROJECT budget. B. Other Project Activities I. The CITY shall be responsible for all relocation except residential relocation. 21) The CITY shall design and construct public improve- ments necessary to support the redevelopment of the PROJECT. The County and City Managers shall determine that such activities comply with -2- %-1 • •fly h. .. .. R E. UiT?yMA)1 :If: el? / • 5c`c', • Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 200 2.7.a .i/18/83 (Revised) appropriate federal, COUNTY and CITY regu- lations relating to affirmative action and race conscious concerns, when such activities are funded with tax increment monies. C. Project Pinancinq 1. The CITY shall establish and set up the .. �y 1.'101.1c Le cia.aJ t(I rw K rrt. redevelopmenttrust fund and develop and promulgate rules, regulations and criteria whereby the FUND may be promptly and effec- tively administered, including the establish- ment and the maintenance of books and records and adoption of procedures whereby the CITY may, expeditiously .and withoutundue delay utilize such funds in accordance with the approved budget for the PROJECT. 2. The CITY shall prepare and submit for COUNTY approval the plans for financing the PROJECT and the annual budget for the PROJECT when tax increment monies are utilized or if tax increment monies are used as a refunding mechanism to retire instruments of indebtedness guaranteed from non ad valorem City of Miami resources. 3. The CITY assures the COUNTY that redevelopment activity financed with tax increment revenues in that part of Overtown between N.A. 8th Street and N.W. llth Street shall move ahead in concert with those redevelopment activities in Park West financed with tax increment revenue. 4. Before the CITY hires any financial or legal consultants to assist in the preparation of the tax increment financing plans, the City Manager and County Manager shall determine that their hiring complies with appropriate COUNTY and CITY regulations relating to affirma- tive action and race conscious concerns. --3- i f/ l hC 21 J '- '1J"c'l�t. • s: • II ,�4f LL/2, (LIL .1 Via- 6 -G42 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 201 2.7.a 3/18/83 (Revised) 5. The CITY shall sell all bonds required to finance the PROJECT. Ail tax increment instruments of indebtedness shall be sub- mitted to the County Commission for approval prior to their approval by the City Commission. 6. The County's obligation to appropriate to the fund shall be rescipdable, at the discretion of the County, if a period of two (2) years passes from the date of the initial bonding or indebted- ness described in County Ordinance Ho. B2-115 without a new sale of bonds or other new commit- ment of County tax increment dollars to the pay- ment of debt service for capital improvement or land acquisition bonds, except that the rights of existing bondholders shall be protected. The County's obligation to annually appropriate to the fund shall commence on December 31, 1982, and continue until all loans, advances and indebtedness incurred as a result of the community redevelopment project have been paid or for two (2) years from the effective date of County. Ordinance No. 82-115 (December 31, 1982), if there is has not been, at the end of that two year period, a pledge of the tax increment funding granted by County .Ordinance No. 82-115 through the issuance, sale and delivery of an instrument of indebtedness such as bonds or tax anticipation notes described in Section 163.385, Florida Statutes. D. Citizen Participation 1. To carry out the citizen. participation process, the CITY shall utilize the Overtown Advisory Board and the Park West Civic Association for community involvement and coordinate CITY and COUNTY community involvement. -4- Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) C Packet Pg. 202 2.7.a v. 1 t • '3/18/83 (Revised) E. rroiect Management, Administration and Coordination 1. The City shall: a. .Develop implementation schedules and time- tables for all PROJECT activities. b. Monitor the implementation schedules and timetables. c. Submit annual progress reports to the COUNTY and the community. d. Provide the COUNTY with the PROJECT's Plan of Action and monthly updates of said Plan. III. CITY ASSURANCES As part of this Agreement the CITY: A. Shall not impose &,building moratorium in the PROJECT area. Any request for a permit to build or remodel within the PROJECT area shall be processed by the CITY in accordance with CITY codes and ordinances. B. Shall use Community Development and other available CITY funds in the amount of $200,000 per year for two years to assist in the redevelopment of the Overtown section of the PROJECT, other than that part of Overtown to be financed with tax increment monies. c_ Shall follow applicable federal, COUNTY, and CITY regulations concerning affirmative action and race conscious concerns in the hiring of all consultants. IV. COUNTY ASSURANCES As part of this agreement, the COUNTY: A. Shall acquire and conv�P.1and acquired under this Agreement to the CITY in a timely manner so that selected developers can meet their financing requirements. The CITY shall approve all prices of negotiated acquisitions and the institution of eminent domain proceedings before the COUNTY concludes e negotiated acquisition or institutes eminent domain proceedings. COUNTY RESPONSIBIDTTIZS Except as specified in this' Agreement, the. COUNTY shall be responsible for all aspects of the PROJECT. -5- 7 ( •' ;«. rt • e Ga M 7 i1 ec/-;0.L1�� Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 203 2.7.a •• ,.11 IN.:•11u.-I) All powers not specifically delegated to tho CITY in this Agreement • shall be reserved exlcusively.po the Board of County Commissioners. 1N =HESS WHEREOF, the. parties hereto have caused this Agreement to be executed in their names try their duly authorized officors and the corporate seals to be affixed hereto. all of the day and year first above ~mitten. WITNESS our hands and seals on this 31 day of March ATTEST: R1lL�B'C. ONCIE • �/ City Clerk • • ATT'E.STs 1983. ; Gdµ s SO DEPUTY CLERK , ' Prepared ana-Approved bye »?I211 MAXWELL Assistant City Attorney s.• CITY OF HaAMI, a ummielpal corporation of the State of Florida Y4" hays Abiale 31. •?.RD V. City Manage METROPOLITAN DADS COCINTT, a political subdivision Of the State ;off Flo • �a : // By: : H.A. Cow►t7 Approved as to 17roa and Correctness; se R. Garcia -Pedrosa ity Attorney • • t_a Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 204 2.7.a • . -UI.ii • • • w• 1D� • 11 „-ri r'111.11 II i.i.l�-iii 11 1010111 SO Uri 1LEAST O VER TOWN/PA Ft_ _ WEST COMMUNITY REDEVELOPMENT AGENCY •� r - i • I1� F �s �= "•• . 1111�11! Ate- _= l�Ytm — � : s ":11 ems_ -..— •a.ra n : • NOM HHH_ 111111 Ell 1 H111111� 1Ya 1 • gi! n MI El MN - OS WO •••O r ■ C E :f 1i11H 11i11i11i1 f#il IIH�11 1 • ..iHM11 111111 i 11; ` ;: `HiHHH sioIfni I11H1 .. - 111111111= J• :HI11LHI rumn 1 1111103111 (i tiers iitutii. f r - - PROJECT AREA z1111H1111 1H11 i1II111, .Ws lln. Han I$f L 1H: Nt€I#1111 111.11. • 4qIffififfli H1 11111 11i#11111i IIff111IIr 111:'P111111 f14 • 1 H44 : 111915 tea; 1iI Htntr 1111111 !I • • r rui nu:rtn; fz 1111111111 j; 1-IHHH11 11g • ►r LEI 11111 . LL Tull: n+ 11111l: It jg N# Ali WHIR 111101111 • PICENTEIINIAL • ?AIM • I-DVEATOWN REHABILITATION DEMONSTRATION AREA 1A-PHASE 1, IB-PHASE 11 2- OYERTOWN TRANSIT STATION REDEVELOPMENT AREA 3- PARK WEST PROJECT AREA " • 1111 COIIt.IUNJTY REDEVELOPMENT AREA 20 Inn 1en 0 200 MAP 1 ttachment: 2104 Exhibit..d 2104 : 4th Amendment MAX Miami CANVAS Economic Incentive A. reement, Packet Pg. 205 2.7.a SOUTHEAST OVERTOWN/PARK WEST . COMMUNITY REDEVELOPMENT AGENCY DEVELOPMENT PROGRAM . SUBJECT TO DRI Legal Approx. Commercial Description Acre:3E0 Residential (office & retail) Miami Nerds Blocks 24 4.1 350 units 30,000 sq. ft. 25 2.2 175 units 15,000 sq. 11. 36: 3.7 200 units 25,000 sq. ft. 37 4.1 350 units 30,000 sq. 8. 44 3.6 300 units 25,000 sq. ft; 95 2.0 100 units , 25,000 sq. ft. 46 3.4 200 units 0 sq. ft. 55 3.4 200 units 0 sq.1i. 56 2.0 0 100,000 sq. 11 ®PARCELNUMBER • • °'°'"' PHASE !REDEVELOPMENT AREA PHASE I - DEYELOPMENT PROGRAM MAP 2 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 206 2.7.a AMENDMENTS TO INTERLOCAL COOPERATION AGREEMENT between Miami -Dade County and the City of Miami November 15, 2000 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 207 2.7.a _ 701 g- • ,i4 ,. „ E /TY &e� )4-'7 i . itiCENDeowrs To IHTSRUPC ti, COOPERAT'IOH ACRESM8HT THIS AGREEMENT,. made this / day of )70-vs....6a -1990, by and between Metropolitan Dade County, a political subdivision of the State of Florida (hereinafter referred to as the "County") and the City of Miami, Florida, a municipal corporation under the laws of the State of Florida (hereinafter referred to ea the "City"). W I T N E S SET H: WHEREAS, the City and the County entered into an Interlocal cooperation Agreement, dated as of March 31, 1983, as amended (the "Interlocal Cooperation Agreemental, vRICn provided for the exercise'of redevelopment powers by the City in the Southeast Overtown/Park West community redevelopment area (the "Area"), the implementation of the oommunity redevelopment plan for the Area (the "Plan"), the delegation by the County to the City Commission to act as the community redevelopment agency for the City, and the use of tax increment financing to, pay the. costs of the implementation or the Plan; and WHEREAS, pursuant to and in acoordance with till. Into nasal Cooperation Agreement and the delegation Of pOWers therein, the City proceeded to exercise such redevelopment powers by acquiring property for redevelopment purposes and causing the development of certain multi -family residential facilities, commercial developments, public improvements and various other improvements in the Area in furtherance of the Plan, and WHEREAS, the City desires'to issue its revenue 'bonds (the .Bonds") secured by tax increment revenues deposited in the Redevelopment Trust fund (ass described below) for the Area and to use the proceeds of the Bonds for the purpose of (1) repayment of a loan to the City from the U.S. Department of Housing and Urban Development, which the city used to finance the acquisition of certain land in the Area, (2) reimbursement to the city of $750,000 used by the City to pay expenses of implementing the Plan, (3) financing the construction of certain infrastructure improvements and (4) financing the acquisition of additional land in the Area which will be sold or leased to developers for construction thereon of.. multi -family residential facilities, Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 208 T 2.7.a commercial developments, public improvements and various other improvements, and WHEREAS, prior to the issuance of the Bonds the City and the County desire to make certain amendments to the Interlocal cooperation Agreement, NOW, THEREFORE, the County and the City agree as follows: 1. p fined Termg. Capitalized terms used herein shall have the meanings ascribed to them in the Interlocal Cooperation Agreement except as otherwise specifically defined herein.' 2. Desthna.tion of Community Redevelgpment Acenoy: Delegation of Redeve-opmen_t PowerS% payments from Fund. The. City and County agree that the City Commission of the City is the community Redevelopment Agency ("CRA") for the Project and has been functioning as the CRA since the effective date of the Interlocal Cooperation Agreement (April 19, 1983). The City and County further ag_e. that the'Connty delegated certain specified redevelopment powers within the meaning of Section 163.410, Florida Statutes, to the CRA in the Interlocal- Cooperation Agreement. The City and County further agree that the CRA is authorized to riatend to the City to pay debt service on the on s pursuant to the Interlocal A e ent between the City and the CRA dated March s8, 1 99 . (R- 90- ot9f ) 3. establishment of Fund. The city and County agree that the city was authorized by the Interlocal Cooperation Agreement to establish the Fund and that the creation of the Fund by the City under Ordinance No. 9590 enacted on April 6, 1983, was. approved by the County by the adoption of.Resolution No. R-467-83 and the county•s axoouti'n of the xnterlocal Cooperation Agreement. 4. Base Values. The City 'and County agree that the jassessed value of property for ad valorem taxation purposes to be used in calculating the amount Of tax increment revenues is (a) with respect to the Area as initially approved by the County and as described on the map attached to County Ordinance No. 82-115 as Exhibit "A", the value as of January 1, 1982, contained_in the preliminary ad valorem assessment roll for'1982 prepared by the Property Appraiser of the County; and. (b) with respect to the addition to the Area approved by the County in Ordinance No. 86-4, the value as of January 1, 1985, contained in the preliminary ad valorem assessment roll for 1985 prepared by the Property Appraiser of the County. 5. Enterprise Zone Tax Exemptions. The City and County agree that a part of the Area is in an "enterprise zone" created by the County pursuant to Sections 290.0055 and 290.0065, Florida .Statutes (1969) (the "overtown Enterprise Zone"). The City and 2 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 209 arr 2.7.a County further agree that by referendum held on November 4, 1986, the County was authorized at its discretion to grant property tax exemptions to new businesses and expansions of existing businesses located in the overtown Enterprise Zone and, in furtherance of such authorization, the County enacted ordinance No. 88-27 on April 19, 1988, authorizing the grant of such property tax exemptions, which ordinance has been codified in.the Code of Metropolitan Dade county, Florida (the "County Code").as Chapter 29, Article X. The City and•County further agree that the County. has not previously granted any property tax -6kemptions for new and expanding .businesses in the overtown Enterprise Zone. The County hereby agrees (i) not to grant any • property tax exemptions to new and expanding businesses located within the Overtown Enterprise Zone and (ii) to amend County Code • Section 29-81 to read as follows:1 Section 29-81. Authority to grant the exemptions. Pursuant to the ,terms of this article [Ordinance Number 88,-27j, the board of county commissioners at its discretion is hereby authorized to grant by ordinance ad valorem tax exemptions to new and expanding businesses located within enterprise zones, as defined herein, except in the community redevelopment area located in South Miami Beach which is generally bounded by Sixth street on the north, Biscayne Bay on the west, the Atlantic Ocean on the east and Government out on the south and in the community redevelopment area located in Southeast overtown/Park West which is generally bounded by 1-395. 1-95. N.M. 5th Street, yetrorail right of way. N.W. let Street. North Miami Avenue, N.E. 5th Street and Biscayne Boulevard. The board of county commissioners may also agree to grant an exemption based merely on presentation of proposals that indicate serious intent to build a now business or expand an existing business within an enterprise zone, except in the above - referenced community redevelopment areas located in South Miami Beach and Southeast Overtown/Park West, provided however, that 'the improvements to real property are made or the tangible personal property are added or increased on or after the day the ordinance granting the -exemption is adopted. 6. =fect of Amendments. This Amendment supplements the Intetlocal Cooperation Agreement by such additional provisions as are set forth herein. Accordingly, the City and County agree 1 Underscored words indicate the amendment proposed. Remaining provisions are now in effect and would remain unchanged. 3 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 210 i 2.7.a that the provisions of the Interlocal Cooperation Agreement remain in effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names by their duly authorized officers and the corporate seals to be affixed hereto, all of the day and year first above written. (Seal) ATTEST: Prepared and Approved by: v DapatT City A torney ASSis-k-n nt- • CITY OF MIAMI, a Municipal co oration of the Stat fof Florida By: Cesar H. Odio City Manager METROPOLITAN DADE COUNTY, a political subdivision of the State of Florida B chi my Manager Approved as to Form and Correctness: o ge nandea city Attar ey Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 211 2.7.a .1-90-171 2/28190 EXHIBIT A RESOLUTION NO. ' A RESOLUTION OF THE CITY.OF MIAMI, FLORIDA, WITH ATTACHMENTS, AUTHORIZING THE ISSUANC22OF0NOTTO 00) IN EXCEED TWENTY-TWO MILLION DOLLARS ($ + PRINCIPAL AMOUNT OF THE CITY'S COMMUNITY REDEVELOPMENT REVENUE BONDS, SERIES 1990, TO FINANCE THE COST OF OR TO REIMBURSE THE CITY FOR THE COST OF THE ACQUISITION OR IMPROVEMENT FOR REDEVELOPMENT PURPOSES OF CERTAIN PROPERTIES IN THE SOUTHEAST OVERTOWN/PARK WEST REDEVELOPMENT AREA AND TO FINANCE THE REPAYMENT OF A LOAN MADE TO THE CITY BY THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT IN CONNECTION THEREWITH; PROVIDING FOR THE SOURCE OF.REPAYMENT OF SAID BONDS FROM REVENUES; AUTHORIZING THE EXECUTION OF AMENDMENTS TO AN INTERIOCAL COOPERATION AGREEMENT DATED MARCH 31, 1983, BETWEEN THE CITY AND DADE COUNTY AND THE EXECUTION OF AN INTERLOCAL AGREEMENT BETWEEN THE CITY AND THE COMMUNITY REDEVELOPMENT AGENCY; AUTHORIZING VALIDATION OF THE BONDS; PROVIDING CERTAIN OTHER DETAILS WITH RESPECT THERETO; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: SECTION 1. Authority. This Resolution is enacted pursuant to the Charter of The City of Miami, Florida (but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes); Section 163.01, Florida Statutes; Part III, Chapter 163, Florida Statutes; Chapter 166, Florida Statutes; the Constitution of the State of Florida; and other applicable.provisions of law. SECTION.2. Findings and Determinations. It is hereby ascertained, determined and declared that: A. The existence of the slum and blightediareas te therein in The City of Miami (the "City") Y adversely affects the health, safety and welfare of the citizens and taxpayers of the City and adversely affects tourism and related industries in, and the public image of, the City. B. The existence of one or more slum or blighted areas in the City, specifically the Southeaastown ) imposes Overtown/Park West Redevelopment areah(Mgovernmentertownand ses an undue and oppressive burden upoq citizens of the City, which if not reduced or eliminated will adversely affect the ability of the City to provide local government services to its citizens and healwill th, safety seriously undermine and damage the public and welfare. C. The deterioration and blight in Overtown are such that they cannot be remedied solely by private efforts. There is no economic incentive; logistical problems such as acquisition of various tracts of real estate from several owners effectively deter any potential private developers. Such developers, with governmental assistance would be, have been, and are willing investors in the redevelopment of Overtown• Therefore the problems of deterioration and blight are such that can be mtin effectively remedied by the participation of government a redevelopment program. ATTACHMENTS = TAME® CITY COMMISSION MEETING OF MAR 8 1990 RESOLUTION No.90--01 okii • Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 5 REMARKS: Packet Pg. 212 2.7.a D. Dade County (the "County") has approved on December 7, 1982, a redevelopment plan for Overtown (the "Plan") and has provided for an Interlocal cooperative agreement between the County and the City, dated as of March 31, 1963, as amended (the "Interlocal Cooperation Agreement") delegating redevelopment powers to the City Commission of the City, providing for the creation of a redevelopment trust fund by the City and the deposit of tax increment revenues therein and providing, for the issuance of bonds, notes and other obligations secured by such revenues in accordance with certain conditions set forth in the Interlocal Cooperation Agreement. Pursuant to the Interlocal Cooperation Agreement, the City has provided for the creation of the redevelopment trust fund (the "Redevelopment Trust Fund") and the funding and administration thereof. E. The rehabilitation and redevelopment of Overtown is necessary in the interest of the public health, safety, morals and welfare of the City, and in order to carry out such rehabilitation and redevelopment it is necessary and appropriate for the City Commission to be a Community Redevelopment Agency ("CRA") under Part III of Chapter 163, Florida Statutes (the "Redevelopment Act"). The Interlocal Cooperation Agreement in effect recognized the City Commission as the CRA under the Redevelopment Act. F. The City has determined that the redevelopment of Overtown will require the acquisition of certain lands within Overtown (the "Lands"), as more particularly described on Exhibit "A" hereto, for redevelopment purposes, and the City acting as the CRA under its delegated redevelopment powers has already begun a program of acquiring such Lands. G. Pursuant to the terms of a Section 108 Loan Agreement dated February 7, 1988, (the "Loan Agreement"), the City borrowed $5,958,400 (the "HUD Loan") from the Department of Housing and Urban Development of the United States ("HUD"), which moneys were used by the City to acquire certain of the Lands (the "HUD -financed Lands"). The City has leased or conveyed the HUD -financed Lands to private developers who have constructed or are in the process of constructing multi -family rental or condominium housing projects on such property, except for one parcel of land which has been leased to the Miami Sports and Exhibition Authority and upon which the Miami Arena is located. H. The City desires to acquire or improve certain other parcels of the Lands (the "Other Lands") for redevelopment purposes, which Other Lands may be conveyed or leased to private developers for multi --family rental or condominium projects, or for other commercial ventures or projects or other purposes provided for in the Plan. I. The City, through the issuance of revenue bonds, expects to be able to obtain funds on terms more beneficial to the City than the funds obtained under the Loan Agreement to repay the HUD Loan and to finance the acquisition of the Other Lands which Other Lands may be conveyed or leased to private developers for multi -family rental or condominium projects, or for other commercial ventures or projects or other purposes provided for in the Plan. Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 90--0196 6 Packet Pg. 213 2.7.a 1 J. Redevelopment of Overtown will add to employment in the City both by creating employment opportunities for persons in the construction industry in the City and by the creation of new jobs by merchants, entrepreneurs and other commercial ventures who after the redevelopment of the area will be willing to locate their businesses in Overtown. Redevelopment will also contribute to the stability of family life in the City by providing affordable housing to lower income residents. K. The City, under the,terms of the Interlocal Cooperation Agreement, is authorized to issue bonds or other obligations payable from tax increment revenues deposited in the Redevelopment Trust Fund which funds are to be pledged to repayment of bonds, notes or other obligations secured by such revenues (the tax increment revenues deposited in the Redevelopment Trust Fund, the rental revenue derived by the City under the Land Lease Agreement dated October 10, 1986 between the City, the Miami Sports and Exhibition Authority and Decoma Miami Associates, Ltd. and any other source of revenues which may be irrevocably pledged by the City for the payment of the 1990 Bonds (as hereinafter defined) prior to the issuance of the 1990 Bonds are hereinafter referred to as the "Pledged Revenues"). L. The acquisition of the Other Lands and the repayment of the HUD Loan through the issuance of not to exceed $22,000,000 in aggregate principal amount of the City's Community Redevelopment Revenue Bonds, Series 1990 (the "1990 Bonds"), the principal of, premium, if any, with respect to and interest on which shall be payable solely from the Pledged Revenues, will serve proper and sufficient public purposes by aiding in the eradication of slum and blighted conditions and revitalizing of Overtown. SECTION 3. Authorization of Acquisition of Other Lands and Repayment of HUD Loan: Authorization of Bonds. The acquisition, of the HUD -Financed Lands is hereby ratified and the acquisition of the Other Lands and the repayment of the HUD Loan are hereby authorized, with the cost thereof to be financed through the issuance of the 1990 Bonds by the City. Subject and pursuant to the terms hereof, the 1990 Bonds are hereby authorized to be issued at one time, or from time to time as needed, in series, in an aggregate principal amount not exceeding Twenty -Two Million Dollars ($22,000,000). The denominations of the 1990 Bonds, interest rates to. be borne by the 1990 Bonds, the maturity dates thereof and the other terms of the 1990 Bonds shall be established by subsequent ordinance or resolution of the City adopted prior to issuance thereof. In no event, however, shall the 1990 Bonds bear interest at a rate in excess of the maximum rate permitted by applicable law or mature more than thirty -years after the date of issuance thereof. The 1990 Bonds shall be payable solely from and secured by the Pledged Revenues. The 1990 Bonds and the premiums, if any, with respect thereto, and the interest thereon shall not be deemed to constitute a debt, liability or obligation of the City, the CRA, the County or the State of Florida or any political subdivision thereof, or a pledge of the faith and credit of the city, the CRA, the County or the State of Florida or any political subdivision thereof, but shall be payable solely from the Pledged Revenues, and the city shall not be obligated to pay the 1990 Bonds, the premiums, if any, related thereto or the interest thereon, except from the Pledged Revenues, and neither the faith and credit nor the taxing power of the City, the CRA, the County or the State of Florida or any political subdivision Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 90-0196 Packet Pg. 214 2.7.a } thereof is pledged'to the payment of the 1990 Bonds. The 1990 Bonds may be issued so that the interest thereon shall be intended to be included in the gross income of the holders thereof for federal income tax purposes or so that such interest shall be intended to be excluded from the gross income of the holders thereof for federal income tax purposes, as shall be determined by ordinance or resolution of the city adopted prior to issuance of the 1990 Bonds. SECTION 4. Approval of Amendments to Interlocal Cooperation Agreement. The Interlocal Cooperation Agreement shall be amended as described in Exhibit "B" hereto. The amendment of the Interlocal Cooperation Agreement, substantially in the form attached hereto as Exhibit "B", is hereby authorized and —the City- Manager and .-the .Clerk or any Assistant or Deputy Clerk of the City are hereby authorized to execute any document evidencing such amendments subject to such changes, omissions and filling of blanks therein as the officers executing the same shall approve, such execution to constitute conclusive evidence of such approval.. -. SECTION 5. Approval of the Interlocal Agreement. The City Commission, as the CRA, desires to share with the City its powers with respect to redevelopment, the issuance of bonds, and other matters, through the execution of an interlocal agreement between the City and the CRA (the "Interlocal Agreement") The execution by the City of the Interlocal Agreement, substantially in the form attached hereto as Exhibit "C", is hereby approved, and the City Manager and the Clerk or any Assistant or Deputy Clerk are hereby authorized to execute such Interlocal Agreement on behalf of the City, subject to such changes, omissions and filling of blanks therein as the officers executing the same shall approve, such execution to constitute conclusive evidence of such approval. SECTION 6. Validation Authorized. The City Attorney is hereby authorized and directed to institute proper proceedings in the Circuit Court of the Eleventh Judicial Circuit, in and for Dada County, Florida, to confirm and validate the'1990 Bonds and to pass upon the security thereof and the validity and legality thereof, of the Interlocal Agreement and of other matters relating thereto. SECTION 7. $everability. If any one or more of the . covenants, agreements or provisions of this Resolution shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Resolution or of the 1990 Bonds issued hereunder which shall remain in full force and effect. Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) se 90-0196 Packet Pg. 215 2.7.a 1 • SECTION 8. Effective Date. This Resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED this 8th day of March, 1990. ATTEST: Ma ty Hirai, City Clerk Prepared and approved by: avier L. Suare j•yor Approved As to Form and Correctness: Linda K. Kearson, ' J•rge-'L. F- andez, Assistant City Attorney City At9ney q Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 90-0196 Packet Pg. 216 2.7.a } EXHIBIT A CITY OF MIAHI S.E. Overtown/Park West Community Redevelopment Project PROPERTIES TO BE ACQUIRED WITH THE BOND PROCEEDS •Properties located in a City block bounded by N.W 8th Street, N.W. 9th Street, N.W. 2nd Avenue, and N.W. 3rd Avenue Properties located in a City block bounded by H.W. 9th Street, N.W. 10th Street, N.W. 3rd Avenue apd N.W. 2nd Court Properties located in a City block bounded by N.W. 9th Street, N.W. and 10th Street, N.W. 2nd Court, and N.W. 2nd Avenue Properties fronting N.W. .2nd Avenue of a City block bounded by N.W. 8th Street, N.W. 9th Street, H.W. 2nd Avenue, and H.W. 1st Court Properties located in a City Block bounded by H.W. 10th Street, N.W. 11th Street, N.W. 1st Avenue, and North Miami Avenue Properties located in a City Block bounded by N.W. 11th Street, N.W. 12th Street, H.W. 1st Avenue, and North Miami Avenue Properties fronting N.E. 1st Avenue of a City block bounded by N.W. 7th Street, N.W. 8th Street, North Miami Avenue, and N.E. 1st Avenue Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) /0 90-0196 Packet Pg. 217 2.7.a } E7�iIBII "B" AMENDMENTS TO INTERLOCAL COOPERATION AGREEMENT THIS AGREEMENT, made this day of 1990, by and between Metropolitan Dade County, a political subdivision of the State of Florida (hereinafter referred to as the "County") and the City of Miami, Florida, a municipal corporation under the laws of the State of Florida (hereinafter referred to as the "City"). W ITNESSET H: WHEREAS, the City -and the County entered into an Interlocal Cooperation Agreement, dated as of March 31, 1983 (the "Interlocal Cooperation Agreement"), which provided for the exercise of redevelopment powers by the City in the Southeast Overtown/Park West community redevelopment area (the."Area"), the implementation of the community redevelopment plan for the Area (the "Plan"), the delegation by the County to the City Commission to act as the community redevelopment agency for the City, and the use of tax increment financing to pay the costs of the implementation of the Plan; and- WHERE.S, pursuant to and in accordance with the Interlocal Cooperation Agreement and the delegation of powers therein, the City proceeded to exercise such redevelopment powers by acquiring property for redevelopment purposes, and causing the development of certain multi -family residential facilities, commercial. deelvpumia.m, public improvements and various other improvements in the Area in furtherance of the Plan, and WHEREAS, the City desires to issue its'revenue bonds (the "Bonds") secured by tax increment revenues deposited in rthe Redevelopment Trust Fund (as described below) for the Area and to use the proceeds of the Bonds for the purpose of (1) repayment of. a loan to the City from the Q.S. Department of Housing and Urban Development, which the City used to finance the acquisition of certain land in the Area and (2) financing the acquisition of additional land in the Area which will be sold or leased to developers for construction thereon of multi -family residential facilities, commercial developments, public improvements and various other improvements, and WHEREAS, prior to the issuance of the Bonds the City and the County desire to make certain clarifying amendments to the • 90-0196 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 11 Packet Pg. 218 2.7.a Interlocal Cooperation Agreement, and to provide for the approval by -the County o> the'issuance of the Bonds by the City, NOW, THEREFORE, the County and the City agree as follows: 1. County Approval, of Bonds. The parties hereby find, recognize and acknowledge that no bonds, notes or other obligations have been issued within the two (2) year period after December 31, 1982, the effective date of County Ordinance No. 82-115, the payment of which is secured by tax increment revenues of the County. However, notwithstanding the provisions Of Paragraph II.C.6. of the Interlocal Cooperation Agreement, the County does hereby consent to the issuance of the revenue bonds described in Resolution No. of the City, adopted on March 8, 1990 (the "Bonds"), and the pledge of tax increment revenues (including tax increment revenues of the County) in the Redevelopment Trust Fund authorized by the Interlocal Cooperation Agreement and -created- by'Ordinance No. 10018 of the City enacted on July le, 1985 (the "Trust Fund"), for the payment of principal of and interest on the Bonds. Furthermore, with regard to the Bonds, the County agrees not to assert and does hereby waive the provisions in Paragraph II.C.6. pertaining to the County rescinding its obligation to continue to appropriate annually tax increment revenues to the Trust Fund, and does hereby agree to continue making such appropriations for so long as the Bonds are outstanding. 2. Approval of Interlsca_1 Agreement Between City and Community Redevelopment Agency. The County does hereby consent to and approve the obligation of the Community Redevelopment Agency of the City of Miami, Florida (the "Agency"), in the Interlocal Agreement between the City and the Agency, dated as of March 8, 1990, to make payments of tax increment revenues from the Trust Fund to the City to be used for payment of principal of and interest on the Bonds. 3. Redevelooment Trust Fund: Base Values. The County. does hereby find, acknowledge and agree cuai. ti,c City has established and is properly administering the Trust Fund and that the City has prepared an annual budget relating to the use of funds in the Trust Fund and has presented such budget to the County for approval in accordance with the provisions of the Interlocal Cooperation Agreement. The parties find, acknowledge and agree that the assessed value of property for ad valorem taxation purposes to be used in calculating the amount of tax increment revenues shall be the value reflected in the preliminary ad valorem assessment roll prepared by the Property Appraiser of Dade County, Florida, pursuant to section 193.1142, Florida Statues, reflecting values as of January 1, 1982. 4. Tax Increment Calculation. The parties agree that the calculation each year of the amount of tax increment revenues to 2 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) /9- 90-0196 Packet Pg. 219 2.7.a be appropriated by each "taxing authority" (as that term is defined in Section 163.340(22),'• Florida Statutes (1989)), and deposited in the Trust Fund shall be made in accordance with the formula set forth in Section 163.387(1), Florida Statutes (1989). The City agrees to amend its Ordinance 9590 and the County agrees to amend its Ordinance 82-115 to provide that the calculation of the tax increment revenues shall be made as follows: [The) increment shall be determined annually and shall be that amount equal to 95 percent of the difference between: (a) The amount of ad valorem taxes levied each year by each taxing authority, erxclusive of any debt service millage, on taxable real property contained within the geographic boundaries of a community redevelopment area; and (b) The -amount of ad valorem taxes which would have been produced by the rate upon which the tax is levied each year by or for each taxing authority,. exclusive of any debt service millage, upon the total of the assessed value of the taxable real property in the community redevelopment area as shown upon the most recent assessment roll used in connection with the taxation of such property by each taxing authority prior to the effective date of the ordinance providing for the funding of the trust fund. 5. Effect of Amendments. This Agreement amends the Interlocal Cooperation Agreement by amending those paragraphs thereof specifically referred to herein and supplements said Interlocal Cooperation Agreement by such additional provisions as are set forth herein, provided however, the delegation of redevelopment powers from the County to the City and the effective date of the creation of the Trust Fund shall remain as provided in the Interlocal Cooperation Agreement and shall not be. affected or chang6d by this Agra ilii.m . 6. Ratification of Prior Actions. The County recognizes and acknowledges that the City has proceeded with the redevelopment of the Area. The County does hereby ratify and approve of such redevelopment and, .furthermore, finds and acknowledges -.that such redevelopment by the City was undertaken in accordance with the requirements of the Interlocal Cooperation Agreement. 7. Community Redevelopment Acaency• The City and the County acknowledge that the City Commission was intended to be and has been functioning as the Community Redevelopment Agency within the City pursuant to the delegation of redevelopment .9O-Og96 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) /3 Packet Pg. 220 2.7.a powers by the County to the City under. the Interlocal Cooperation Agreement.- , 8. Delegation of Powers. Pursuant to section 163.410, Florida Statutes, the County, as a charter county, did on March 31, 1983 delegate certain redevelopment powers to the City in the Interlocal Cooperation Agreement, and such delegation is hereby reaffirmed, ratified and continued. 9. peemed to Be Resolution. In thoseinstances in which Part III, chapter 163, Florida Statutes, provides that certain actions are to be taken by resolution, the parties hereto acknowledge and agree the Interlocal Cooperation Agreement, this Agreement amending the Interlocal Cooperation .Agreement, and any provision of nach of such agreements shell be deemed to he such resolution. • IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names by their duly authorized officers and the corporate seals to be affixed hereto, all of the day and year first above written. WITNESS our hands and seals on this day of , 1990. CITY OF MIAMI, a (Seal). Municipal corporation ATTEST: of the State of Florida By: Matty Hirai Cesar H. odio City Clerk City Manager METROPOLITAN DADE COUNTY, a political subdivision of the State of Florida ATTEST: By: Deputy Clerk XAVIEB L. SUARZZ, MAYOR Prepared and Approved by: Approved as to Form and Correctness: LINDA 1. REARSON ASSISTANT CITY ATTORNEY 27387016 ila:WP163 By: 4 Jorge L. Fernandez City Attorney Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 90-0196 Packet Pg. 221 2.7.a ) EXHIBIT C INTERLOCAL AGREEMENT (Overtown Project) This Interlocal Agreement (the "Agreement"), is made as of this day of , 1990, by and between the Community Redevelopment Agency of The City of Miami, Florida, a public body corporate and politic of the State' of Florida (the "Agency"), and The City of Miami, Florida, a Florida municipal corporation (the "City"). W ITNESSET H: WHEREAS, it is the purpose and intent of this Agreement, the parties hereto., .and Section 163.01, Florida I :tarlv.'.a. Cooperation Act of 1969~(the "Cooperation Act") to permit and -authorize the Agency and the City to make the most effi- cient use of their respective powers, resources, authority and capabilities by enabling them to cooperate on the badis of mutual advantage and thereby achieve the results provided hereby; and WHEREAS, it is the purpose of the Cooperation Act to provide a means by which the Agency and the City may exercise their respective powers, privileges and authority which they may have separately, but which pursuant to this Agreement and the Cooperation Act they may exercise collec- tively;'and WHEREAS, the Agency and the City desire to have constructed multi -family residential facilities, commercial -developments, public improvements and various other improve- ments constituting a redevelopment project in the Southeast Overtown/Park West community redevelopment area of the City (the "Project")., which will promote the rehabilitation and redevelopment of the community redevelopment area, benefit the local economy, and be of substantial benefit to the en- tire City and the area of operation of the Agency; and WHEREAS, the City proposes to issue revenue bonds (the "Bonds").to finance the cost of the acquisition, con- struction, and equipping of the Project, including the .payment of certain loans and advances from the U.S. Department of Housing and Urban Development (the "HUD Loan"); and WHEREAS, the City )roposes to pledge the rental revenue derived by the City under the Land Lease Agreement - dated" October 10, 1986 between the City, the Miami Sports 90-0196 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 222 2.7.a and Exhibition Authority and Decoma Miami Associates, Ltd. and the City and the Agency propose to pledge the increment revenues and certain other funds deposited in the Redevelopment Trust Fund, in each case to secure the City's obligations with respect to -the Bonds and in the case of the Agency to pay the Agency's obligations to the City created by this Agreement; and WHEREAS, but for the mutual undertakings hereunder of the parties, it would be necessary for either the City or the Agency, acting individually, t9 provide all financing, .pledge all security and take all actions required or permit- ted for construction of the Project; however, under the Cooperation Act each has elected to pursue jointly and col- lectively these separate actions, all in accordance with the intent and purpose of the Cooperation Act permitting local onvernnnntc among other thlnc!e to prnvidn from thn<.- _e„e_ nues the financial and other support for the purposes set forth in interlocal agreements; and WHEREAS, the Agency and the City wish by this . Agreement to more fully establish the joint and several obligations, duties and responsibilities of the City and the Agency created hereby, to provide a means and method for a cooperative venture by the parties, and to more fully secure 'the payment of the obligations contemplated hereby, includ- ing the Bonds proposed to be issued by the City, and the obligations of the Agency hereunder, in the manner provided herein and in the proceedings providing for the issuance of the Bonds by the City in order to further the purposes stated herein;. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties, the Agency and the • City agree as follows: SECTION 1. Authority. This Agreement is en- tered into pursuant to the provisions of Section 163.01 and Part /II, Chapter 163, Florida Statutes; Chapter. 166, Florida Statutes; the Charter of the City; and other appli- cable provisions of law. SECTION 2. Definitions. For the purposes of . this Agreement, the term "Resolution" means Resolution No. adopted by the City (:ommission of the City on March 8, 1990,1as it may be amendeC. or supplemented from time to time. Unless otherwise indicated, all other capi- 1/ Said Resolution having been adopted by the Miami City -Commission in its capacity as the Community Redevelopment Agency of the City . of Miami, Florida. 2 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 90-0196 Packet Pg. 223 2.7.a ta1'ized terms used herein shall have the same meanings as attributed to them in the Resolution. Words importing singular numbers shall include the plural number in each.case-and vice versa, and words import- ing persons shall include firma, corporations and other en- tities, including governments or governmental bodies. - SECTION 3. Findings. A. The Agency hereby adopts, ratifies, and af- firms -the' findings of the City contained. in the Resolution. B. The parties hereby recognize and find that it is in the best interests of each and the public to establish a cooperate vA rel ate rmghi r+ n2-*; ems h. _._ .. _:: -.- der to best carry out the purposes of the Act and to further the goals and objectives of the Community Redevelopment Plan (the -"Plan") for the- Southeast Overtown/Park West Redevelopment Area (the "Area") as, approved by the City on July.29, 1982 by adoption of its Resolution 82-755, specifi- cally including the inducement to the City to provide for the financing of the acquisition, construction, and equip- ping of the Project, the pledge of the security therefor, and the incurrence by the Agency of the Agency's Obligations (as hereinafter defined). C. The parties hereto hereby find that each has the requisite power and authority to enter into and be bound by this Agreement and to effectuate and carry out its provi- sions to the fullest extent contemplated hereby. D. The parties. hereto hereby find that to the fullest extent contemplated hereby, either party may perform its respective actions required hereby to finance and ac- quire, construct, equip, and install the Project. SECTION 4. Goals; Objectives. The goal and.ob- jective of each of the parties to this Agreement is to provide the means for each individually and both collec- tively to participate to the fullest extent of its and their authority and resources to bring about the Project. It is further the goal and objective of the parties hereto that the successful completion of the Project be done in the most expeditious manner reasonably available to the parties resulting in the least cost and greatest overall benefit to the public. 3 90-0196 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 224 2.7.a SECTION 5. Cooperation; Exercise of Powers. The parties hereto agree to cooperate and assist each other in achieving the goals and objectives set forth in Section 4 hereof. Furthermore, each Jai the parties hereto does hereby :grant to the other and does acknowledge that the other party may in furtherance of the goals and objectives, exercise any .and all powers legally available to the other, including the taking of.any action under Part III, Chapter 163, Florida Statutes, the issuance of bonds, the pledge of security therefor, the acquisition of title to any property by emi- nent domain or otherwise, the disposition of any property by lease, sale or otherwise, the pledge or use of monies in the Redevelopment Trust Fund, which but for this Agreement, that party may not be able to exercise and which by virtue of this" Agreement maybe shared with the other party and be exercised separately or collectively. With regard to the disposition of property by the Agency, in accordance with Section 163.380(2), Florida Statutes, such property may be sold, leased or otherwise transferred at not less than its fair value in accordance with such reasonable bidding proce- dures as the Agency may prescribe, which may be different from the bidding procedures prescribed by the City. The Resolution, as amended from time to time, may implement the purposes and intent of this Agreement by allocating the respective duties, responsibilities, and obligations of the parties in furtherance of this Agreement and the Project. SECTION 6. Financing. A. The City proposes to issue the Bonds authorized by and in accordance with the Resolution for the purpose of paying the cost of acquiring, constructing, equipping and installing the Project, payment of the HUD Loan and for other lawful purposes authorized by the Resolution. The debt service on the Bonds will be secured in the manner provided herein and in the Resolution. B. The City owns or will acquire title to the site of the Project and will construct or cause to be con- structed thereon the Project. The City is willing to finance the cost -of the acquisition, construction and equip- ping of the Project and payment of the HUD Loan, and to make payment of all debt service on the Bonds issued for such purposes from revenues pledged for such purpose in'the Resolution. C. Commencing with the delivery of the Bonds, the Agency shall immediately deposit or cause to be deposited 4 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 225 2.7.a tax increment revenues into the Redevelopment Trust Fund and shall continue to make or cause to be made such deposits for .so long as the Bonds remain unpaid and thereafter until the Agency's Obligations (as hereinafter defined) incurred hereunder shall have been paid in full -by the Agency to the .City. D. On or before the first payment of principal or interest or both on the Bonds is due and payable, the Agency .shall transfer funds on deposit in the.Redevelopment Trust Fund to a segregated account in said Fund in an amount equal to the lesser of the funds on deposit in the Redevelopment Trust Fund or the amount of -such debt service payment. Such a transfer shall be made for each payment of debt service on .the Bonds as the same are due and payable. _ (The Agency's obirgation to make such transfers is hereby referred to as the "Agency's Obligations"). E. In order to secure its indebtedness to the City for the Agency's Obligations, the Agency hereby pledges to the City and grants to the City a security interest in and an irrevocable lien upon the Tax Increment Revenues prior .and superior to. all other liens or encumbrances thereon except for the lien thereof in favor of the Bondhol�rs. The City and the Agency, to secure the obliga- tions of the City under the Resolution in favor of the Bondholders, hereby pledge to such holders and grant to such holders, or any Trustee therefor designated pursuant to the Resolution, an irrevocable lien upon and a security interest in the Tax Increment Revenues for the payment of interest, premium, if any, and principal on the Bonds, all reserves therefor and all other obligations of the City to the extent and in the manner provided in the Resolution. F. The Agency is presently entitled to receive Tax Increment Revenues to be deposited in the Redevelopment Trust Fund, and has taken all action required by law to en- title it to receive such revenues, and the Agency will dili- gently enforce the obligation of any Taxing Authority.(as defined in Section 163.340(Z), Florida Statutes) to appro- priate its proportionate share of the Tax Increment Revenues and will not take, or consent to or permit, any action which .will impair or adversely affect the obligation of each such Taxing Authority to appropriate its proportionate share of such' revenues, impair or adversely affect in any manner the deposit" of such revenues in the Redevelopment Trust Fund, or the pledge of such revenues hereby and by the Resolution. The Agency and the City shall be unconditionally and irrevo- cably obligated, so long Es any of the Bonds are outstand- ing, and until the payment :.n full by the Agency of its in- c a) E a) a) a) a) c) c) E 0 0 v W Z U E X 2 a) E a) E 0 (71 0_ W . 0 N a) E L C) ns rr Q 90-0196 Packet Pg. 226 2.7.a debtedness to the City for the Agency's obligations, to take all lawful action necessary or required in order to ensure that each such Taxing Authority shall appropriate its. proportionate share of the Tax Increment Revenues as now or later required by law, and to make or. cause to be made any deposits of Tax Increment Revenues or other funds required by this Agreement, the Resolution, and the Act. . G. The Agency will not issue any debt obligations payable from or secured by the Tax Increment Revenues, ex- cept as may be permitted by the Resolution and with the ex- press written approval of the City. H. The Agency does hereby authorize and consent to the exercise of full and complete control and custody of :the --Redevelopment Trust Fund, and any and all monies therein, by the City or any trustee designated pursuant to the Resolution, for the purposes provided in the Resolution and,this Agreement, including the payment by the City, or by the trustee on behalf -of the City, of debt service on the Bonds and payment of the Agency's Obligations. SECTION 7. Representations and Warranties. A. The Agency does hereby represent and warrant to the City that it has all requisite power, authority, and authorization to enter into this Agreement, has taken all necessary actions required to enter into this Agreement, make any payment contemplated hereby, and to fulfill any and all of its obligations, duties, and responsibilities -provided for or required of it by this Agreement, whether exercised individually or collectively. B. The City does hereby represent and warrant -to the Agency that it has all requisite power, authority, and authorization -to enter into this Agreement, has taken all necessary actions required to enter into this Agreement, -make-any payment contemplated hereby, and to fulfill any and .all of its obligations, duties, and responsibilities provided for or required of it by this Agreement, whether -- exercised individually or collectively. SECTION 8. Amendnente. Neither the Resolution nor any amendments or supplem..nts thereto, shall be adopted which would have the effect of enlarging the obligations of tine City or the Agency hereunder or adversely affecting the rights or interests of the Ci'.y or Agency, without the writ- ten consent of the City thereto if the obligations of the 6 • Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 90-0196 Packet Pg. 227 2.7.a 1 City are being enlarged or the rights or interests of the City are adversely affected, or with the written consent of the Agency thereto if the obligations of the Agency are be- ing enlarged or the rights or interests of the Agency are adversely affected. .This._ Agreement may be amended by the 'mutual agreement of the City and the Agency at any time and from time to time prior to the issuance of the Bonds. c Thereafter, no modification or amendment of this -Agreement a) or any. agreement amendatory hereof or supplementary hereto, E adverse to the rights or interests of the Bondholders, shall a) be effective without the consent in Writing of the holders " of at least two-thirds (2/3rds) or more of the principal Q amount of the Bonds then outstanding, but no modification 0 shall permit a change that will (a) affect the unconditional promise of the Agency or the City to collect, hold, pay or c make available the Tax increment Revenues deposited or O available for deposit in the Redevelopment Trust Fund, or c (b) reduce such percentage of the holders of the Bonds v required above for such modifications or amendments, without the.consent of all the holders of all of the Bondsthen o outstanding. cO c) W SECTION 9. This Agreement to Constitute V) Contract`. In consideration of the acceptance of the Bonds authorized to be issued under the Resolution by those who Z shall hold the same from time to time, this Agreement shall. Q be deemed to be and shall constitute a contract between the U City, the Agency and the Bondholders. The covenants and agreements herein set forth to be performed by the City and E the Agency shall be for the equal benefit, protection and f° • security of the Bondholders without preference, priority or 2 distinction among them. X Q 2 SECTION 10. Remedies. The Agency, the City, and c any holder of any of the Bonds to be issued by the City, may a) seek to protect and enforce any -and all rights, duties, and E obligations of the City or Agency granted and contained in c this' Agreement and in the Resolution, and to enforce and a) compel the performance of all duties required by this E Agreement or by any applicable•laws to be performed by the t Agency or the City or by any official thereof, and the col- 4 lection of all funds pledged by the Resolution or made .available by this Agreement; and may take all steps to en- force and collect such funds to the full extent permitted or a authorized by the laws of the State of Florida or the United States of America. .a a r-; t W 7 0 w a) J/ 90-01% Packet Pg. 228 2.7.a SECTION 11. Severability. If any one or more of the covenants, agreements or provisions of this Agreement shall be held contrary to,any express provision of law or contrary to any policy of express law, although not ex- pressly prohibited, contrary to any express provision of the Resolution, or against public policy, or shall' for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall'be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Agreement. SECTION 12. Validation. The City Attorney is hereby authorized by the parties hereto to initiate appro- priate proceedings in the Circuit Court of the Eleventh Judicial Circuit of Florida, in and for Dade County, Florida, for the validation of this Agreement and the rights and obligations of •the Agency and the City under this Agreement and the Resolution, and the proper officers of the City and the Agency are hereby authorized to verify on their behalf any pleadings in such proceedings, and such counsel may join in one complaint or one proceeding, or both, in connection with the validation of this Agreement and the Bonds issued or to be issued pursuant to the Resolution. SECTION 13. Controlling Law. All covenants, stipulations, obligations and agreements of the City and the Agency contained in this Agreement shall be deemed to be covenants, stipulations, obligations and agreements of each of the City and the Agency, respectively, to the full extent authorized by the Act and provided by the Constitution and laws of the State of Florida. Any and all provisions of this • Agreement and any proceeding seeking to enforce or challenge any provision of this Agreement shall be governed by the laws of the State of Florida. Venue for any proceed- ing pertaining to this Agreement shall be Dade County, Florida. SECTION 14. No Member Liability. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant-, stipulation, obligation or agreement of any present or future member of the governing body or agent or employee of the City or the Agency in its, his or their individual capacity, and neither the members of the governing body of the City or the Agency, nor any offi- cial executing this Agreement shall be liable personally or shall be subject to any accountability for reason of the 8 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) 90-0I.96 Packet Pg. 229 2.7.a 1 execution by the City or the Agency of this Agreement or any act pertaining thereto. ' SECTION 15. _..Recording. The City Clerk of the City of Miami is hereby authorized and directed after ap- proval •.of this Agreement by the respective governing bodies of the City and the Agency and the execution thereof by the duly qualified and authorized officers of each of the par- ties hereto, to file this Agreement with the Clerk of the Circuit Court of Dade County, Florida, for recording in the publib records of Dade County, Florida. SECTION 16.- •Expiration Date. Unless extended by mutual agreement of the City and the Agency, this Agreement shall expire at such time as the Bonds shall be fully paid or provision shall be made for the payment of all of the Bonds as provided in the Resolution or subsequent supplemen- tal resolutions thereto affecting the sale of the Bonds and the Agency shall have otherwise paid in full its indebted- ness to pay the Agency's Obligations to the City.. SECTION 17. Effective Date. This Agreement shall become effective immediately upon the.execution by the appropriate officers of the City and the Agency, and upon filing of this Agreement with the Clerk of the Circuit Court of Dade County, Florida, as required by Section 163.01(11), Florida Statutes. IN WITNESS WHEREOF, the parties hereto, by and through the undersigned, have entered into this Interlocal Agreement on the date and year first above written. (SEAL) Attest: CITY OF MIAMI, FLORIDA By: Matty Hirai •Cesar H. Odio City Clerk City Manager 9 • 90-0196 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) • Packet Pg. 230 2.7.a COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI Attest: By: M=_y Hirai Xavier L. Suarez Secretary Chairpan Prepared and Approved by: Approved as to form and correctness Jorge L. Fernandez Deputy'City Attorney . City Attorrey • ok kirk- 273870016ila:41 -t 10 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) lb/ 90-o1: Packet Pg. 231 2.7.a STATE OF FLORIDA ) COUNTY OF DADE ) CITY OF MIAHI ) I, RATTY HIRAI, City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that the attached and foregoing pages numbered 1 through 20, inclusive,constitute a true and correct copy of a Resolution, with attachements, passed and adopted by the City Commission at the meeting held on the Bfh-day of March, 1990. SAID RESOLUTION HAS DESIGNATED AS RESOLUTION NO__90-0196. IN WITNESS WHEREOF, I hereunto set my hand and impress the Official Seal of the City of Miami, Florida this 25th day of June, 1990. (OFFICIAL SEAL) • NATTY HIRAI City Clerk Miami, Florida Rya •Y •.L L De uty City Clerk Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 232 2.7.a AMENDMENT TO 1983 INTERLOCAL COOPERATION AGREEMENT This Amendment to 1983 Interlocal Cooperation Agreement ("Amendment") is made and entered into this 22_ day of January, 2010, by and between Miami -Dade County"), a political subdivision of the State of Florida, (the "County"), the City of Miami, Florida, a municipal corporation of the State of Florida (the "City") and the Southeast Overtown Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "SEOPW CRA"). WHEREAS, the Miami -Dade Board of County Commissioners (the "Board") adopted Resolution No. R-1677-82 and Ordinance No. 82-115, which approved a Redevelopment Plan (the "Original Plan") and tax increment financing for the Southeast Overtown/Park West Community Redevelopment Area ('-'the "Original Redevelopment Area"); and WHEREAS, on April 19, 1983, the Board also adopted. Resolution No. R-467-83, which approved an Interlocal Cooperation Agreement between the City and the County (the "1983 Interlocal Agreement") in accordance with Part III, Chapter 163, Florida Statutes, which among other things, delineated those areas of responsibility for the redevelopment of the Original Redevelopment Area within the boundaries as set forth by the Finding of Necessity; and, WHEREAS, pursuant to the Original Plan and the 1983 Interlocal Agreement, the City was authorized to undertake redevelopment of the designated Original Redevelopment Area; and WHEREAS, the SEOPW CRA is responsible for implementing activities and projects designed to revitalize and redevelop the Original Redevelopment Area in accordance with the Original Plan; and WHEREAS, on December 31, 2007, the Board adopted Resolution No. R-1372-07 approving an interlocal agreement between whereby the County, the City, the Omni Community Redevelopment Agency and SEOPW CRA which, among other things, amended the 1983 Interlocal Agreement (the "2007 Interlocal Agreement"); and WHEREAS, the City and SEOPW CRA agreed to generate a Finding of Necessity study ("FON") to substantiate the expansion of boundaries of the Redevelopment Area and an amendment to the Redevelopment Plan ("Amended Plan") to expand the Original Redevelopment Area ("Redevelopment Area") the SEOPW CRA's boundaries and extend its life until March 31, 2030; and WHEREAS, pursuant to the 2007 Interlocal Agreement and applicable law the FON and Amended Plan are subject to approval by the Board; and WHEREAS, the County, the City and the SEOPW CRA wish _ to remove slum and blighted conditions in the Redevelopment Area in accordance with the Original Plan by investing in (i) affordable and workforce housing opportunities; (ii) job creation and economic Final Approved 1 by the County, City, and CRA 01-14-10 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 233 2.7.a development; (iii) infrastructure; (iv) parks and open spaces; (v) arts and culture; and (vi) quality of life initiatives; and WHEREAS, the City, the County and the SEOPW CRA have acknowledged that the 1983 Interlocal Agreement and the Amended Plan shall include tax increment funding for three (3) projects identified as Camillus House, Alonzo Mourning Charities, Inc., and Mama Hattie's House (collectively referred to the "SEOPW CRA Developments"); and WHEREAS, the parties acknowledge that the SEOPW CRA Developments would be of great benefit to the SEOPW CRA and the community as a whole; and WHEREAS, the County, the City and the SEOPW CRA find that it would be in the best interest of the parties to resolve their differences and for the City and the SEOPW CRA to dismiss with prejudice that certain case captioned City of Miami et al. v. Miami -Dade County, Case No. 07-46851 CA 31 . (the "Reverter Lawsuit") in accordance with the terms of this Amendment, NOW, THEREFORE, THE COUNTY, CITY and SEOPW CRA agree as follows: 1. The recitations set forth above are true and correct and adopted as part of this Amendment. 2. The parties agree that, subject to compliance with all applicable laws, including Part III, Chapter 163, Florida Statutes, including any prior approvals by the City and the SEOPWA CRA required therein, the following SEOPW CRA Developments, among other projects in the Redevelopment Area, shall be partially funded by the SEOPW CRA when the County and the City have determined that each respective SEOPW CRA Developments are ready to proceed: a. The Camillus House project, which involves providing housing for homeless individuals and families in a new facility, including related structures and infrastructure to be developed within the Redevelopment Area. b. The Alonzo Mourning Charities, Inc., an affordable housing project to be developed in the Redevelopment Area. c. The World Literacy Crusade of Florida, Inc. also known as Mama Hattie's House to be developed within the Redevelopment Area. The City and the SEOPW CRA shall submit for the County's approval any and all plans for development with respect to each of the individual SEOPW CRA Developments before contracts are entered into for construction of each of the respective SEOPW CRA Developments. The City and the SEOPW CRA understand that the process of reviewing the proposed SEOPW CRA Developments will entail mutual cooperation from the City, the County and the SEOPW CRA and that any delay in the review process may delay when the Board considers the SEOPW CRA Developments. The City and the SEOPW CRA, and the County agree that the approval of this Amendment by the parties does not Final Approved 2 by the County, City, and CRA 01-14-10 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 234 2.7.a constitute approval of the SEOPW CRA Developments by the County. Therefore, the. parties agree that if the Board does not approve the SEOPW CRA Developments as a matter of their sovereign power and legislative authority, the failure to approve such project should not be deemed a breach of thise Interlocal Amendment Agreement or any other agreement between the parties relating to the SEOPW CRA Developments, and the County shall not be liable to the City or the SEOPW CRA for such failure to approve the SEOPW CRA Developments 3. The SEOPW CRA may elect to issue bonds and/or incur indebtedness required to finance its contribution to the SEOPW CRA Developments, provided however, in no event shall any bonds issued and/or indebtedness incurred mature later than March 31, 2030. Prior to the issuance of any bonds and/or indebtedness by the SEOPW CRA, the County shall have the right to review all related documents and agreements and may approve such bond issuances or indebtedness, pursuant to the provisions of this 1983 Interlocal Agreement and applicable law, including Florida Statute Section 163.358(3). 4. The City and the SEOPW CRA respectively represent that they have previously adopted resolutions recommending that the County approve the Amended Plan and this Amendment and that they have the legal authority to execute this Amendment. 5. The City, SEOPW CRA, and the County agree that the Reverter Lawsuit will be abated for ninety (90) days from the effective date of this Amendment and shall be dismissed with prejudice following the County's approval of the plans for the development of a portion of Block 36 and Blocks 45 and 56, which are to be submitted to the County for approval within the 90-day abatement period in the same manner as is set , forth in Paragraph II herein. 6. In all other respects, the 1983 Interlocal Agreement is ratified and confirmed. 7. In the event of any conflict between the 1983 Interlocal Agreement, the 2007 Interlocal and this Amendment, the terms of this Amendment shall control. 8. There are no third party beneficiaries to this Amendment. The parties expressly acknowledge that it is not their intent to create or confer any obligations on or upon any third party by this Amendment. None of the parties intend to directly or substantially benefit a third person by this Amendment, and no third party shall be entitled to assert a claim against any of the parties based upon this Amendment. Nothing herein shall be construed by any agency or political subdivision of the State of Florida to confer upon any third party or parties the right to sue on any matter arising out of this Amendment. 9. This Amendment may be signed in counterparts. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names by their duly authorized officers and the corporate seals to be affixed hereto, all as of the day and year first above written. Final Approved 3 by the County, City, and CRA 01-14-10 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 235 2.7.a WITNESS our hands and seals on this 2-2- day of City of Miami, a municipal State of Fl By: Pedro G. Hernandez, City Manager tion of the ST: B Miami -Dade County, a political subdivision of the State of Florida By: iti Mayor Carlos A1vez or designee B City Clerk ` 100 A -Thor„ pcn Southeast Overtown Park West Community Redevelopment Agency, a public body corporate and politic B. A E,06,12„-- ST: By: arex-- phR. City Clerk �o Oila 4-7' Final Approved 4 by the County, City, and CRA 01-14-10 :_; .... Atha6:1Y% e>' O M II Zs ty Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY FOR MIAMI-DADE COUNTY: By: Terrence A. Smith Assistant County Attorney Date: 0 ZO1 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 236 2.7.a APPROVED AS TO FORM AND CORRECTNESS FOR CITY OF MIAMI: By: City Attorney Date: //j,2O/D APPROVED AS TO FORM AND CORRECTNESS FOR SEOPW CRA: By: G%ee!���Cly,... K 06... SEOPW CRA Attorney Date: /by/Zo /o Final Approved 5 by the County, City, and CRA 01-14-10 Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 237 STATE OF FLORIDA SS: COUNTY OF MIAMI-DADE I, HARVEY RUVIN, Clerk of the Circuit Court in and for Miami -Dade County, Florida and Ex-Officio Clerk of the Board of County Commissioners of Said County, Do Hereby Certify that the above and foregoing is a true and correct copy of the "Amended Southeast Overtown/Park West Community Redevelopment Agency Interlocal Cooperation Agreement", as Appears of Record. IN WITNESS WHEREOF, I have hereunto set my hand and official seal on this 22nd day of January, A.D. 2010. HARVEY RUVIN, Clerk Board of County Commissioners Dade County, Florida Board of County Commissioners Miami -Dade County, Florida Attachment: 2104 Exhibit.pdf (2104 : 4th Amendment MAX Miami (CANVAS) Economic Incentive Agreement) Packet Pg. 238 OMNI Board of Commissioners Meeting April 19, 2017 3.1 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: April 4, 2017 and Members of the CRA Board Jason VVaIKer Executive Director File: 2094 Subject: Executive Director's New Hires Enclosures: DISCUSSION ITEM REGARDING THE EXECUTIVE DIRECTOR'S NEW HIRES. Packet Pg. 239 3.1 City of Miami Legislation OMNI CRA Discussion OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2094 Final Action Date: DISCUSSION ITEM REGARDING THE EXECUTIVE DIRECTOR'S NEW HIRES. Packet Pg. 240 OMNI Board of Commissioners Meeting April 19, 2017 3.2 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: April 4, 2017 and Members of the CRA Board Jason Walker Executive Director File: 2095 Subject: Affordable Housing Development Projects Enclosures: DISCUSSION ITEM REGARDING THE OMNI CRA's NEW AFFORDABLE AND ATTAINABLE HOUSING PROJECTS: (1) THE ST. JOHNS AFFORDABLE HOUSING PROJECT (2) CLYDE KILLENS MANOR PROJECT (3) MICRO UNIT PROJECT Packet Pg. 241 3.2 City of Miami Legislation OMNI CRA Discussion OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2095 Final Action Date: DISCUSSION ITEM REGARDING THE OMNI CRA'S NEW AFFORDABLE AND ATTAINABLE HOUSING PROJECTS: (1) THE ST. JOHNS AFFORDABLE HOUSING PROJECT (2) CLYDE KILLENS MANOR PROJECT (3) MICRO UNIT PROJECT Packet Pg. 242