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Home My WebLink AboutOMNI CRA 2017-06-21 Agenda PacketCity of Miami 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Meeting Agenda Wednesday, June 21, 2017 5:30 PM Ice Palace Film Studios 59 NW 14th 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, 2"d Floor, Miami 33136 Phone: (305) 679-6868 www.miamicra.com OMNI Community Redevelopment Agency Meeting Agenda June 21, 2017 CALL TO ORDER DISCUSSION ITEMS 1. OMNI CRA DISCUSSION 2496 DEBUT OF THE OMNI PARK SHORT VIDEO. 2. OMNI CRA DISCUSSION 2497 DISCUSSION ITEM REGARDING OVERTOWN HOUSING PROJECTS. OMNI CRA RESOLUTIONS 1. OMNI CRA RESOLUTION 2498 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE A LEASE AGREEMENT WITH A FIVE (5) YEAR INITIAL TERM WITH TWO (2) ONE (1) YEAR OPTIONS TO RENEW, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, BETWEEN THE CRA AND REVRAN S MAHARANIE LINCOLN, AN INDIVIDUAL ("LANDLORD"), FOR THE PROPERTY LOCATED AT 175 NW 14 STREET, MIAMI, FLORIDA ("PROPERTY"), AT A TOTAL BASE RENT OF TWO THOUSAND EIGHT HUNDRED FIFTY DOLLARS ($2,850.00) PER MONTH, WITH A THREE PERCENT (3%) ANNUAL INCREASE THEREAFTER THE FIRST LEASE YEAR, PURSUANT TO SECTION 163.370, FLORIDA STATUTES, AND THE CRA REDEVELOPMENT PLAN; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO MAKE IMPROVEMENTS TO THE PROPERTY IN AN AMOUNT NOT TO EXCEED ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000.00); UPON COMPLETION OF THE IMPROVEMENTS, FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO SUBLEASE THE PROPERTY; ALLOCATING REHABILITATION FUNDS FROM ACCOUNT NO. 10040.920501.883000. 2. OMNI CRA RESOLUTION 2499 A RESOLUTION OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, WITH ATTACHMENT(S), APPROVING THE TERM SHEET FROM BANKUNITED, N.A. TO PURCHASE THE AGENCY'S NOT EXCEEDING $25,000,000 PRINCIPAL AMOUNT TAX INCREMENT REVENUE NOTES, SERIES 2017 THE PROCEEDS OF WHICH WILL BE APPLIED TO FINANCE A PORTION OF THE COSTS OF THE AGENCY'S REDEVELOPMENT PLAN; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID BANK PURSUANT TO WHICH THE AGENCY WILL ISSUE ITS 2017 NOTES OR NOTES TO SECURE THE REPAYMENT OF SAID LOAN; PROVIDING FOR THE PAYMENT OF SUCH 2017 NOTES OR NOTES FROM INCREMENT REVENUES AND OTHER PLEDGED AMOUNTS ALL AS PROVIDED IN THE LOAN AGREEMENT; AUTHORIZING THE PROPER OFFICIALS OF THE AGENCY TO DO ANY OTHER ADDITIONAL THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE EXECUTION OF THE LOAN AGREEMENT, THE 2017 NOTES OR NOTES, AND THE OMNI Community Redevelopment Agency Page 2 Printed on 6/15/2017 OMNI Community Redevelopment Agency Meeting Agenda June 21, 2017 SECURITY THEREFOR; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION WITH SAID LOAN; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. 3. OMNI CRA RESOLUTION 2500 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 REYNALDO PADRON & W. MARTA PADRON ("SELLERS") FOR THE ACQUISITION OF REAL PROPERTY LOCATED AT 1990 N. MIAMI AVENUE, MIAMI, FLORIDA ("PROPERTY"), CONTAINING AN APPROXIMATE TOTAL LOT AREA OF 15,017 SQUARE FEET , AS LEGALLY DESCRIBED IN THE AGREEMENT, FOR A TOTAL PURCHASE PRICE OF FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($4,500,000.00), 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, PURSUANT TO SECTION 163.370, FLORIDA STATUTES, AND THE CRA REDEVELOPMENT PLAN; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND MODIFICATIONS TO SAID AGREEMENT, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, AS MAY BE NECESSARY TO EFFECTUATE SAID ACQUISITION; ALLOCATING FUNDS FROM THE PROCEEDS OF THE CRA SERIES 2017 LOAN FOR A TOTAL AMOUNT NOT TO EXCEED FOUR MILLION SIX HUNDRED SIXTY FIVE THOUSAND DOLLARS ($4,665,000.00), 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 2512 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA"), AUTHORIZING THE EXECUTIVE DIRECTOR TO REQUEST OF THE CITY OF MIAMI ("CITY") CONVEYANCE, AT NO COST, OF THE CITY - OWNED PROPERTY LOCATED AT 150 NORTHEAST 19 STREET, MIAMI, FLORIDA, CONTAINING AN APPROXIMATE TOTAL LOT AREA OF 318,859 SQUARE FEET ("PROPERTY"), AS MORE PARTICULARLY DESCRIBED IN THE QUIT CLAIM CITY DEED ("DEED"), IN A FORM ACCEPTABLE TO GENERAL COUNSEL, PURSUANT TO SECTION 163.370, FLORIDA STATUTES, AND THE CRA REDEVELOPMENT PLAN; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE THE DEED FOR THE TRANSFER OF THE PROPERTY TO THE CRA; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ALL OTHER NECESSARY DOCUMENTS, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, AS MAY BE NECESSARY TO EFFECTUATE SAID CONVEYANCE. OMNI Community Redevelopment Agency Page 3 Printed on 6/15/2017 OMNI Community Redevelopment Agency Meeting Agenda June 21, 2017 5. OMNI CRA RESOLUTION 2501 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("OMNI CRA"), AUTHORIZING THE EXECUTIVE DIRECTOR TO RENEGOTIATE THE INTERLOCAL AGREEMENT ENTERED INTO ON DECEMBER 31, 2007, BETWEEN MIAMI-DADE COUNTY, THE CITY OF MIAMI, THE SOUTHEAST/OVERTOWN PARK WEST COMMUNITY REDEVELOPMENT AGENCY, AND THE OMNI CRA, SPECIFICALLY WITH RESPECT TO THE OMNI CRA'S THEN PROPOSED CONTRIBUTION FOR CAPITAL IMPROVEMENTS AT MUSEUM PARK, AS CONTAINED IN SAID AGREEMENT. 6. OMNI CRA RESOLUTION 2502 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("OMNI CRA"), WITH ATTACHMENTS, AUTHORIZING THE ISSUANCE OF A PAYMENT IN THE AMOUNT OF TWO MILLION DOLLARS ($2,000,000.00) CURRENTLY IN THE OMNI CRA RESERVE ACCOUNT, ATTACHED AND INCORPORATED AS EXHIBIT "A," TO THE CITY OF MIAMI TO BE ALLOCATED FOR CAPITAL IMPROVEMENTS AT MUSEUM PARK; AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY TO EFFECTUATE THIS PAYMENT, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL. ADJOURNMENT OMNI Community Redevelopment Agency Page 4 Printed on 6/15/2017 OMNI Board of Commissioners Meeting June 21, 2017 1.1 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: June 15, 2017 and Members of the CRA Board Jason VValKer Executive Director 2496 Subject: Omni Park Short Video Debut Enclosures: Debut of the Omni Park Short Video Packet Pg. 5 1.1 City of Miami Legislation OMNI CRA Discussion OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2496 Final Action Date: DEBUT OF THE OMNI PARK SHORT VIDEO. Packet Pg. 6 OMNI Board of Commissioners Meeting June 21, 2017 1.2 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: June 15, 2017 and Members of the CRA Board Jason Walker Executive Director Subject: Overtown Housing Projects Discussion Enclosures: 2497 Discussion item regarding Overtown housing projects. Packet Pg. 7 1.2 City of Miami Legislation OMNI CRA Discussion OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2497 Final Action Date: DISCUSSION ITEM REGARDING OVERTOWN HOUSING PROJECTS. Packet Pg. 8 OMNI Board of Commissioners Meeting June 21, 2017 2.1 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: June 15, 2017 and Members of the CRA Board Executive Director 2498 Subject: Lease of 175 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 enter into a lease agreement with the Revran S Maharanie Lincoln, owner for the property located at 175 NW 14th Street. JUSTIFICATION: Under Florida Statutes the CRA is tasked with eliminating slum and blight. Section 9.1 of the Redevelopment Plan outlines areas in which the CRA is able to carry out its functions. More specifically Florida Statute 163.370 authorizes CRA's to lease properties to, "...eliminate obsolete or other uses detrimental to the public welfare; or otherwise to remove or prevent the spread of blight or deterioration ..."1 The subject property is located at the one of the main cross sections in the OMNI area. The property is in need of much needed repair and rehabilitation. Section 4.4 part E, p. 42 of the plan also lists the strategies for public/private development by enhancing the, "... rehabilitation and maintenance of existing viable uses and structures." The CRA is interested in leasing the property from the owner, completing a rehabilitation of the infrastructure and then subleasing the property to promote and encourage small business opportunity in the area. FUNDING: $150,000.00 for the rehabilitation of the building allocated from OMNI Tax Increment Fund, Account No. 10040.920501.883000. 1 § 163.370, Fla. Stat. Ann Packet Pg. 9 2.1 City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2498 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE A LEASE AGREEMENT WITH A FIVE (5) YEAR INITIAL TERM WITH TWO (2) ONE (1) YEAR OPTIONS TO RENEW, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, BETWEEN THE CRA AND REVRAN S MAHARANIE LINCOLN, AN INDIVIDUAL ("LANDLORD"), FOR THE PROPERTY LOCATED AT 175 NW 14 STREET, MIAMI, FLORIDA ("PROPERTY"), AT A TOTAL BASE RENT OF TWO THOUSAND EIGHT HUNDRED FIFTY DOLLARS ($2,850.00) PER MONTH, WITH A THREE PERCENT (3%) ANNUAL INCREASE THEREAFTER THE FIRST LEASE YEAR, PURSUANT TO SECTION 163.370, FLORIDA STATUTES, AND THE CRA REDEVELOPMENT PLAN; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO MAKE IMPROVEMENTS TO THE PROPERTY IN AN AMOUNT NOT TO EXCEED ONE HUNDRED AND FIFTY THOUSAND DOLLARS ($150,000.00); UPON COMPLETION OF THE IMPROVEMENTS, FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO SUBLEASE THE PROPERTY; ALLOCATING REHABILITATION FUNDS FROM ACCOUNT NO. 10040.920501.883000. WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") is tasked with eliminating slum and blight pursuant to Chapter 163, Florida Statutes; and WHEREAS, Section 163.370, Florida Statutes, authorizes the CRA to lease properties within the CRA Redevelopment Area ("Redevelopment Area") to "eliminate obsolete or other uses detrimental to the public welfare; or otherwise to remove or prevent the spread of blight or deterioration"; and WHEREAS, Section 9.1 of the CRA Redevelopment Plan ("Redevelopment Plan") outlines areas in which the CRA is able to carry out its functions; and WHEREAS, the property located at 175 NW 14 Street, Miami, Florida ("Property") is located at the forefront of the Redevelopment Area and is viewable to residents and visitors to this area; and WHEREAS, the Property requires much needed repair and rehabilitation; and WHEREAS, Section 4.4 of the Redevelopment Plan lists amongst the strategies for public/private development, enhancement by the "rehabilitation and maintenance of existing viable uses and structures" as a stated strategy; and Packet Pg. 10 WHEREAS, the CRA intends to execute a lease agreement ("Lease") with Revran S. Maharanie, an individual ("Landlord"); and 2.1 WHEREAS, the Lease shall have an initial term of five (5) years with two (2) one (1) year options to renew at total base rent of two thousand eight hundred fifty dollars ($2,850.00) per month, with a three percent (3%) annual increase thereafter the first Lease year; and WHEREAS, upon executing the Lease, the CRA intends to rehabilitate the infrastructure of the Property at an estimated cost not to exceed one hundred and fifty thousand dollars ($150,000.00); and WHEREAS, upon completion of the rehabilitation of the Property, the CRA intends to sublease the Property; 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 hereby adopted by reference and incorporated as if fully set forth in this Section. Section 2. The Executive Director is hereby authorized to negotiate and execute a Lease, in a form acceptable to the General Counsel, between the CRA and the Landlord for the Property for a five (5) year initial term with two (2) one (1) year options to renew, at a total base rent of Two Thousand Eight Hundred and Fifty Dollars ($2,850.00) per month, with a three percent (3%) annual increase thereafter the first Lease year, pursuant to Section 163.370, Florida Statutes, and the Redevelopment Plan. Section 3. The Executive Director is further authorized to make improvements to the Property in an amount not to exceed one hundred and fifty thousand dollars ($150,000.00). Section 4. Upon completion of the improvements, the Executive Director is further authorized to sublease the Property. Section 5. Funds for rehabilitation are to be allocated from Account Code No. 10040.920501.883000. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL Packet Pg. 11 OMNI Board of Commissioners Meeting June 21, 2017 2.2 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: June 15, 2017 and Members of the CRA Board 2499 Subject: Omni CRA Series 2017 Loan Enclosures: 2499 Exhibit A Executive Director 2499 Loan Letter of Interest BACKGROUND: The attached Resolution of the Board of the Commissioners of the Omni Redevelopment District Community Redevelopment Agency ("CRA") authorizes the Executive Director to enter into a loan agreement with Bank United for the provision of Twenty Five Million Dollars ($25,000,000.00) of funding to OMNI CRA for Omni CRA projects. It authorizes the Executive Director to execute a loan agreement for additional funding for the Omni CRA's various projects as approved by the Board. Based on previous discussions and Resolutions that were passed by the Board, the CRA has prioritized the need for affordable housing along with other long term CRA goals of affordable and workforce housing, real property acquisition and capital improvements within the area. Through Resolution No. CRA-R-16-0040, the Board has prioritized the need for affordable housing. The 2009 Omni Redevelopment Plan ("Plan") on p. 123 also shows this initiative by highlighting the need for affordable and workforce housing. Through Resolution No. CRA-R-17-0020, the CRA authorized the purchase of an historic building located at 1367 North Miami Avenue, Miami, Florida, 33136. There are capital costs that will need to be expended in relation to the purchase and rehabilitation of the building that is strategically located at the major intersection of N.E. 14th Street and North Miami Avenue in the Redevelopment Area. The Plan on p. 42 C-4 states to "Encourage[s] preservation and restoration of historic buildings" as a goal of the CRA. Additionally, on p. 100, the Plan also highlights the CRA's focus on the rehabilitation of this building. Section 163.370 of the Florida Statutes gives the CRA authority to "make real property acquisitions" to further the initiative of the CRA. Packet Pg. 12 JUSTIFICATION: 2.2 We are requesting approval to enter into a loan or similar financing mechanism (taxable or tax exempt as appropriate) in an amount not to exceed Twenty Five Million ($25,000,000.00) to fund affordable housing, real property acquisition, and capital improvements in the Redevelopment Area. Packet Pg. 13 2.2 City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2499 Final Action Date: A RESOLUTION OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, WITH ATTACHMENT(S), APPROVING THE TERM SHEET FROM BANKUNITED, N.A. TO PURCHASE THE AGENCY'S NOT EXCEEDING $25,000,000 PRINCIPAL AMOUNT TAX INCREMENT REVENUE NOTES, SERIES 2017 THE PROCEEDS OF WHICH WILL BE APPLIED TO FINANCE A PORTION OF THE COSTS OF THE AGENCY'S REDEVELOPMENT PLAN; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT WITH SAID BANK PURSUANT TO WHICH THE AGENCY WILL ISSUE ITS 2017 NOTES OR NOTES TO SECURE THE REPAYMENT OF SAID LOAN; PROVIDING FOR THE PAYMENT OF SUCH 2017 NOTES OR NOTES FROM INCREMENT REVENUES AND OTHER PLEDGED AMOUNTS ALL AS PROVIDED IN THE LOAN AGREEMENT; AUTHORIZING THE PROPER OFFICIALS OF THE AGENCY TO DO ANY OTHER ADDITIONAL THINGS DEEMED NECESSARY OR ADVISABLE IN CONNECTION WITH THE EXECUTION OF THE LOAN AGREEMENT, THE 2017 NOTES OR NOTES, AND THE SECURITY THEREFOR; AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER DOCUMENTS IN CONNECTION WITH SAID LOAN; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 163, Part III, Florida Statutes (the "Act"), the Florida Constitution and other applicable provisions of law. SECTION 2. FINDINGS. It is hereby ascertained, determined and declared: (A) Omni Redevelopment District Community Redevelopment Agency (the "Agency"), deems it necessary, desirable and in the best interests of the Agency and the City of Miami, Florida (the "City") and the property owners, residents and tenants thereof that the Agency issue its Tax Increment Revenue Notes, Series 2017 (the "2017 Notes") to finance a portion of the costs of the Agency's 2009 Amended Omni Area Community Redevelopment Plan, including support of affordable housing, acquisition of real estate and other capital projects (the "2017 Project"). (B) The Agency staff in consultation with PFM Financial Advisors, LLC ("PFM") the Agency's financial advisor has reviewed the proposal of BankUnited, N.A. (the "Lender") regarding a loan in an amount of not to exceed $25,000,000 (the "Loan"), the proceeds of which will be applied to pay the costs of the 2017 Project and to pay costs of issuing the 2017 Notes. Packet Pg. 14 2.2 (C) The Loan will be secured by the Increment Revenues and other pledged amounts as provided in the Loan Agreement authorized herein pursuant to which the Agency will issue the 2017 Notes to secure the repayment of the Loan. (D) The Agency has determined that due to the present volatility of the market for municipal debt, it is in the best interest of the Agency to issue the 2017 Notes pursuant to the Loan Agreement by negotiated sale, allowing the Agency to issue the 2017 Notes at the most advantageous time, rather than a specified advertised future date, thereby allowing the Agency to obtain the best possible price, interest rate and other terms for the 2017 Notes and, accordingly, the Commissioners of the Agency hereby find and determine that it is in the best financial interest of the Agency that a negotiated private placement of the 2017 Notes to the Lender be authorized. SECTION 3. AUTHORIZATION OF ISSUANCE OF 2017 NOTES AND 2017 PROJECT. The Agency hereby authorizes the issuance of the 2017 Notes in a principal amount not to exceed $25,000,000 to finance the cost of the 2017 Project and pay costs of issuing the 2017 Notes as more particularly described in the Loan Agreement. The 2017 Notes are authorized to be issued as one tax-exempt note and one taxable note, as necessary to comply with the requirements of the Internal Revenue Code relating to state and local government bonds the interest on which is excluded from gross income for federal income tax purposes, provided that the aggregate amount shall not exceed $25,000,000. SECTION 4. APPROVAL OF TERM SHEET. The Agency hereby approves the term sheet of the Lender SECTION 5. APPROVAL OF FORM OF AND AUTHORIZATION OF LOAN AGREEMENT AND 2017 NOTES. The Loan and the repayment of the Loan as evidenced by the 2017 Notes shall be pursuant to the terms and provisions of a Loan Agreement between the Agency and the Lender (the "Loan Agreement") and the 2017 Notes. The Agency hereby approves the Loan Agreement in a form acceptable to the City Attorney a draft of which is hereto included as Exhibit A and authorizes the Executive Director of the Agency and the Clerk of the Agency or other appropriate officer or any deputy or Assistant Clerk of the Agency (collectively, the "Clerk") to execute and deliver on behalf of the Agency the Loan Agreement by and between the Agency and the Lender in a form acceptable to the City Attorney in the form attached hereto as Exhibit A and the 2017 Notes in a form acceptable to the City Attorney attached to the Loan Agreement, with such changes insertions and additions as they may approve, their execution thereof being evidence of such approval. SECTION 6. PAYMENT OF DEBT SERVICE ON 2017 NOTES. Pursuant to the Loan Agreement, the 2017 Notes will be secured by Increment Revenues and other pledged amounts, all as more particularly described in the Loan Agreement. SECTION 7. AUTHORIZATION OF OTHER DOCUMENTS TO EFFECT TRANSACTION. To the extent that other documents, certificates or opinions are needed to effect any of the transactions referenced in this Resolution, the Loan Agreement or the 2017 Notes, and the security therefore, the Executive Director, any other Agency officers, Agency General Counsel and Bond Counsel are hereby authorized to execute and deliver such documents, certificates, opinions, or other items Packet Pg. 15 2.2 and to take such other actions as are necessary for the full, punctual, and complete performance of the covenants, agreements, provisions, and other terms as are contained herein and in the documents included herein by reference. SECTION 8. PAYING AGENT AND REGISTRAR. The Agency hereby accepts the duties to serve as registrar and paying agent for the 2017 Notes. SECTION 9. LIMITED OBLIGATION. The obligations of the Agency to repay amounts under the Loan Agreement and the 2017 Notes are limited and special obligations, payable from and secured solely by the sources and in the manner set forth in the Loan Agreement and shall not be deemed a pledge of the faith and credit of the Agency or of the City. SECTION 10. EFFECT OF PARTIAL INVALIDITY. If any one or more provisions of this Resolution, the Loan Agreement, or the 2017 Notes shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution, the 2017 Notes or the Loan Agreement, but this Resolution, the Loan Agreement, and the 2017 Notes shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The 2017 Notes shall be issued and Loan Agreement shall be executed and this Resolution is adopted with the intent that the laws of the State of Florida shall govern their construction. SECTION 11. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. IN WITNESS WHEREOF, this Resolution has been duly adopted this _ day of 2017. ATTEST: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY By By: Secretary Executive Director (CITY SEAL) APPROVED AS TO FORM AND CORRECTNESS Agency Counsel APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL Packet Pg. 16 Draft and ongoing negotiations 2.2.a LOAN AGREEMENT Dated as of July _, 2017 By and Between OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY and BANKUNITED, N.A. Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 41783212;'Draf and ongoing negotiations Packet Pg. 17 2.2.a TABLE OF CONTENTS (The Table of Contents for this Loan Agreement is for convenience of reference only and is not intended to define, limit or describe the scope or intent of any provisions of this Loan Agreement.) Page ARTICLE I DEFINITION OF TERMS 1 Section 1.01. Definitions 1 Section 1.02. Interpretation 4 Section 1.03. Titles and Headings 4 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARTIES 5 Section 2.01. Representations and Warranties of Agency 5 Section 2.02. Covenants of the Agency 5 Section 2.03. Representations and Warranties of Bank 5 ARTICLE III THE NOTE Section 3.01. Section 3.02. Section 3.03. Section 3.04. Section 3.05. Section 3.06. Section 3.07. Section 3.08. Section 3.09. Purpose and Use The Note Adjustment to Note Rate Creation and Application of Moneys in Restricted Debt Service Reserve Account 7 Conditions Precedent to Issuance of Note 7 Registration of Transfer; Assignment of Rights of Bank 9 Ownership of the 2017 Notes 10 Use of Proceeds of 2017 Notes Petinitted Under Applicable Law 10 Authentication 10 6 6 6 7 ARTICLE IV COVENANTS OF THE AGENCY 10 Section 4.01. Perfoimuance of Covenants 10 Section 4.02. Payment of 2017 Notes 10 Section 4.03. Tax Covenant 10 Section 4.04. Additional Debt 11 ARTICLE V EVENTS OF DEFAULT AND REMEDIES 11 Section 5.01. Events of Default 11 Section 5.02. Exercise of Remedies 12 Section 5.03. Remedies Not Exclusive 13 Section 5.04. Waivers, Etc 13 ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.01. Section 6.02. Section 6.03. Section 6.04. Section 6.05. Covenants of Agency, Etc.; Successors Term of Agreement Amendments and Supplements Notices Benefits Exclusive 13 13 13 13 13 14 Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) Draft and Ongoing negotiations i Packet Pg. 18 a Section 6.06. Severability 14 Section 6.07. Payments Due on Non Business Days 14 Section 6.08. Counterparts 14 Section 6.09. Applicable Law 15 Section 6.10. No Personal Liability 15 Section 6.11. Waiver of Jury Trial 15 Section 6.12. Waiver of Right of Setoff 15 Section 6.13. Incorporation by Reference 15 Exhibit A Form of Note A-1 Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) ii Draft and Ongoing negotiations Packet Pg. 19 2.2.a LOAN AGREEMENT THIS LOAN AGREEMENT (the "Agreement"), made and entered into this day of July, 2017, by and between OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY (the "Agency" or the "Issuer"), a community redevelopment agency created pursuant to Chapter 163, Part III, Florida Statutes, and BANKUNITED N.A. , a national banking association, and its successors and assigns (the "Bank"). WITNESSETH: WHEREAS, capitalized terms used in these recitals and not otherwise defined shall have the meanings specified in Article I of this Agreement; WHEREAS, the Agency, pursuant to the provisions of the Florida Constitution, Chapter 163, Part III, Florida Statutes, particularly Section 163.385, Florida Statutes, and any other applicable provisions of law (all of the foregoing, collectively, the "Act"), and Resolution No. _ adopted by the Agency on June _, 2017, is authorized to issue "redevelopment revenue bonds" for the Agency's public purposes, provided such borrowing has been authorized by a resolution or ordinance of the governing body of the City of Miami, Florida (the "City Commission") and by the Board of County Commissioners of Miami -Dade County (the "Board of County Commissioners"), Florida; and WHEREAS, the City Commission adopted Resolution No. on June 2017, authorizing and approving the issuance by the Agency of its not exceeding $25,000,000 in aggregate principal amount of its Tax Increment Revenue Notes, to be issued as the Tax Increment Revenue Note, Taxable Series 2017A and Tax Increment Revenue Note, Tax-exempt Series 2017B (collectively, the "2017 Notes") for the purpose of financing the costs of the Agency's 2009 Amended Omni Area Community Redevelopment Plan, including support of affordable housing, acquisition of real estate and other capital projects (the "2017 Project"); and WHEREAS, the Board of County Commissioner adopted Resolution No. on 2017, authorizing and approving the issuance by the Agency of the 2017 Notes; and WHEREAS, the Agency has accepted the commitment of the Bank to purchase the 2017 Notes but only upon the terms and conditions of this Agreement. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE I DEFINITION OF TERMS Section 1.01. Definitions. Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings as follows: "Act" shall have the meaning assigned to that term in the recitals hereof. Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 41783212;1 Packet Pg. 20 2.2.a "Agreement" shall mean this Loan Agreement and all modifications, alterations, amendments and supplements hereto made in accordance with the provisions hereof. "Authorized Denomination" shall mean the outstanding principal of each of the 2017 Notes. "Bond Counsel" shall mean, Akerman LLP, Miami, Florida, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions hired by the Agency to render an opinion on such matters with regard to the Note. "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which the office of the Bank at which payments on the Note are due is lawfully closed. "Chairperson" shall mean the Chairperson of the Agency. "City" shall mean the City of Miami, Florida, a municipal corporation of the State of Florida. "City Resolution" shall mean Resolution No. , duly adopted by the City Commission of the City on June _, 2017. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time, and the applicable rules and regulations promulgated thereunder. "Community Redevelopment" shall have the meaning ascribed to such term in the Act. "Community Redevelopment Area" shall mean those areas designated as the Omni community redevelopment area pursuant to Chapter 163, Part III, Florida Statutes, the Establishment Ordinance and other resolutions and ordinances of the County and the City. "County" means Miami -Dade County, a political subdivision and charter county of the State of Florida. "Debt Service" means principal and interest, and other debt -related costs, due in connection with the Note, as applicable. "Default Rate" shall mean % to be calculated on the basis of a 360-day year of 12 thirty -day months. "Determination of Taxability" shall mean a final decree or judgment of any Federal court or a final action of the Internal Revenue Service determining that interest paid or payable on the 2017B Note is or was includable in the gross income of an Owner for Federal income tax purposes; provided, no Determination of Taxability shall be deemed to occur unless the Issuer has been given written notice of such occurrence and, to the extent permitted by law, an opportunity to participate in and seek, at the Issuer's own expense, a final administrative determination by the Internal Revenue Service or determination by a court of competent jurisdiction (from which no further right of appeal exists) as to the occurrence of such Determination of Taxability. Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 2 41783212;1 Packet Pg. 21 2.2.a "Determination of Taxability Period" shall mean the period of time between (a) the earliest date that the Internal Revenue Service imposes federal income tax on the interest on any the 2017A Note and (b) the earlier of the effective date of the Determination of Taxability or the date the 2017A Note ceases to be outstanding or such federal income tax is no longer imposed on such interest. "Establishment Ordinances" means (i) Ordinance 87-47, enacted by the County on December 2, 1986, as amended by ; ii) Ordinance enacted by the City on , 1986, as amended by , and (iii) [reference other authorizing legislation], as such ordinances, resolutions and other legislative actions have been and may be hereafter amended and supplemented from time to time. "Event of Default" shall mean an Event of Default as defined in Section 5.01 of this Agreement. "Final Maturity Date" shall mean the date on which all principal and all unpaid interest accrued on the 2017 Notes shall be due and payable in full, which date shall be September 1, 2029. "Fiscal Year" shall mean the 12-month period commencing October 1 of each year and ending on the succeeding September 30, or such other 12-month period as the Agency may designate as its "fiscal year" as permitted by law. "Governing Body" shall mean the board of the Agency or its successor in function. "Increment Revenues" shall mean the funds deposited into the Redevelopment Trust Fund in accordance with Section 163.387, Florida Statutes. Increment Revenues are not Pledged Revenues until so deposited. "Interest Payment Date" shall mean each March 1 and September 1, commencing March 1, 2017. "Interlocal Agreements" shall mean the following agreements of the Agency, pursuant to which the Agency has agreed to apply a portion of the Increment Revenues to finance a project or to provide economic incentives: (i) Interlocal Agreement, dated December 31, 2007 among the Agency, the City and the County (relating to the Performing Arts Center); (ii) Global Agreement, dated , , among the Agency, the City and [Museum Park] (relating to Museum Park); (iii) Global Agreement for Port Tunnel Project, dated , , among the Agency, the City and the County; and (iv) [List other Interlocal Agreements which provide for a senior application of TIF]. "Interlocal Agreement Obligations" shall mean the payments required to be made by the Agency under the Interlocal Agreements. "Investment Securities" shall mean any investments permitted by the Agency's investment policy as amended from time to time. Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 3 41783212;1 Packet Pg. 22 2.2.a "Loan" shall mean the loan from the Bank to the Agency pursuant to this Agreement in an amount equal to the outstanding principal of the 2017 Notes, together with unpaid interest which has accrued. "Noteholder" or "Holder(s)" or "Owners" shall mean the Bank as the holder of the 2017 Notes and any subsequent registered holder of the 2017 Notes. "Pledged Revenues" shall mean the Increment Revenues and all amounts on deposit in the Restricted Debt Service Reserve Account. "Redevelopment Trust Fund" shall mean the redevelopment trust fund established for the Agency under Section 163.387, Florida Statutes and the Establishment Ordinances. "Resolution" shall mean Resolution No. , duly adopted at a meeting of the Agency on June _, 2017, which, among other things, authorized and confirmed the borrowing of the Loan and execution and delivery of this Agreement and the issuance of the Note. "Reserve Requirement" shall mean an amount equal to the lesser of (i) the maximum annual debt service on the 2017 Notes, (ii) 125% of the average annual debt service on the 2017 Notes, and (iii) 10% of the net proceeds of the 2017 Note. "Restricted Debt Service Reserve Account" shall mean the account established by that name to Section 3.04 hereof. "Taxable Note Rate" shall mean %, calculated on the basis of a 360-day year of 12, 30-day months. "Tax-exempt Note Rate" shall mean % (as modified by the adjustment as described in Section 3.03 hereof), calculated on the basis of a 360-day year of 12, 30-day months. "Vice Chairperson" shall mean the Vice Chairperson of the Agency. Section 1.02. Interpretation. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. Any capitalized terms used in this Agreement not herein defined shall have the meaning ascribed to such terms in the Resolution. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. Section 1.03. Titles and Headings. The titles and headings of the Articles and Sections of this Agreement, which have been inserted for convenience of reference only and are not to be considered a part hereof, shall not in any way modify or restrict any of the terms and provisions hereof, and shall not be considered or given any effect in construing this Agreement or any provision hereof or in ascertaining intent, if any question of intent should arise. Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 4 41783212;1 Packet Pg. 23 2.2.a ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE PARTIES Section 2.01. Representations and Warranties of Agency. The Agency represents and warrants to the Bank as follows: (a) Existence. The Agency is a community redevelopment agency of the State of Florida, duly created and validly existing under the laws of the State of Florida, with full power to enter into this Agreement, to perform its obligations hereunder and to issue and deliver the Note to the Bank. The making, execution and performance of this Agreement on the part of the Agency and the issuance and delivery of the Note has been duly authorized by all necessary action on the part of the Agency and will not violate or conflict with the Act, or any agreement, indenture or other instrument by which the Agency or any of its material properties is bound. (b) No Financial Material Adverse Change. No material adverse change in the financial condition of the Agency or the Pledged Revenues has occurred since the most recent audited financial statements of the Agency. (c) Powers of Agency. The Agency has the legal power and authority to pledge the Pledged Revenues to the repayment of the Loan as described herein. (d) Authorizations, etc. No authorization, consent, approval, license, exemption of or registration or filing with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, has been or will be necessary for the valid execution, delivery and performance by the Agency of this Agreement, the Note and the related documents, except such as have been obtained, given or accomplished. (e) No Lien. The Increment Revenues are not pledged or encumbered in any manner other than to the Interlocal Agreement Obligations. Section 2.02. Covenants of the Agency. The Agency covenants as follows: (a) The Agency will not take any action to reduce the boundaries of the Community Redevelopment Area as such exist on the date hereof. (b) To provide the Bank within 60 days of adoption, its annual budget and on or before June 20 of each Fiscal Year the Agency's and the City's audited financial statements. (c) To provide each Bank with such additional financial information as is readily available to the Agency as such Bank shall request. Section 2.03. Representations and Warranties of Bank. The Bank represents and warrants to the Agency as follows: (a) Existence. The Bank is a national banking association with full power to enter into this Agreement, to perform its obligations hereunder and to make the Loan. The performance of this Agreement on the part of the Bank and the making of the Loan have been duly authorized by Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 5 41783212;1 Packet Pg. 24 2.2.a all necessary action on the part of each Bank and will not violate or conflict with applicable law or any material agreement, indenture or other instrument by which each Bank is bound. (b) Validity. This Agreement is a valid and binding obligation of the Bank enforceable against the Bank in accordance with its terms, except to the extent that enforceability may be subject to valid bankruptcy, insolvency, financial emergency, reorganization, moratorium or similar laws relating to or from time to time affecting the enforcement of creditors' rights (and specifically creditors' rights as the same relate to Bank) and except to the extent that the availability of certain remedies may be precluded by general principles of equity. (c) Knowledge and Experience. The Bank (i) has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of making the Loan and investing in the Note, (ii) has received and reviewed such financial information concerning the Agency and the City as it has needed in order to fairly evaluate the merits and risks of making the Loan and investing in the Note; and (iii) is purchasing the Note as an investment for its own account and not with a view toward resale to the public. (d) Commitment Letter Superseded. The Bank agrees that its commitment letter dated May _, 2017 to the Agency regarding the Loan is superseded by this Agreement. ARTICLE III THE NOTE Section 3.01. Purpose and Use. On the date of this Agreement, the Bank shall make available to the Agency the Loan in the principal amount of $25,000,000. The proceeds available under this Agreement shall be used solely to pay the costs of the Series 2017 Project and to pay costs of issuing the Note. Section 3.02. The Notes. The Note shall be substantially in the form set forth as Exhibit "A" to this Agreement. The general terms of the Note shall be as follows: (a) Amount of 2017 Notes. The principal amount of the 2017A Note shall be $ . The principal amount of the 2017B Note shall be $ (b) Interest Rates. The 2017A Note shall bear interest at the Tax-exempt Note Rate. Upon the occurrence of the event specified in Section 3.03 of this Agreement, the Tax-exempt Note Rate shall be adjusted as therein provided. The 2017B Note shall bear interest at the Taxable Note Rate. Upon the occurrence and continuation of an Event of Default, the 2017 Notes shall bear interest at the Default Rate. (c) Prepayments. [The 2017 Notes may be prepaid by the Agency in whole or in part at any time at a prepayment price equal to the principal amount of the 2017 Notes to be prepaid, plus accrued interest to the prepayment date.] Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 6 41783212;1 Packet Pg. 25 2.2.a (d) Principal Payments. The principal of the 2017 Notes shall be due on each September 1 as provided in the 2017 Notes. Section 3.03. Adjustment to Note Rate. The Tax-exempt Note Rate shall be subject to adjustment by the Holder as hereinafter described. In the event of a Determination of Taxability, the Tax-exempt Note Rate shall be adjusted to cause the yield on the 2017A Note to equal what the yield on the 2017A Note would have been absent such Determination of Taxability (the "Taxable Rate") effective retroactively to the effective date of such Determination of Taxability. Within sixth (60) days of a Determination of Taxability, the Agency agrees to pay to the Holder or Holders subject to such Determination of Taxability the Additional Amount (as defined herein). "Additional Amount" means (i) the difference between (a) interest on the 2017A Note for the Determination of Taxability Period at a rate equal to the Taxable Rate and (b) the aggregate amount of interest payable on the 2017A Note for the Determination of Taxability Period under the 2017A Note without considering the Determination of Taxability that has been paid to the Holder(s), plus (ii) any penalties and interest paid or payable by such Holder to the Internal Revenue Service by reason of such Determination of Taxability. The Holder shall promptly notify the City in writing of any adjustments pursuant hereto. Such adjustments shall become effective as of the effective date of the event causing such adjustment. Adjustments pursuant hereto may be retroactive. The Holder shall certify to the City in writing the additional amount, if any, due to the Holder as a result of an adjustment pursuant hereto, which certification shall be conclusive absent manifest error. Notwithstanding any provision here to the contrary, in no event shall the interest rate on the 2017 Notes exceed the maximum rate permitted by law. Section 3.04. Creation and Application of Moneys in Restricted Debt Service Reserve Account . There is hereby created the Restricted Debt Service Reserve Account into which $ shall be deposited in connection with the issuance and delivery of the 2017 Notes. Funds on deposit in the Restricted Debt Service Reserve Account shall be used to pay debt service on the 2017 Notes to the extent Increment Revenues are insufficient therefor. Amounts in the Restricted Debt Service Reserve Account shall be used only for such purpose. If on any Interest Payment Date the amount in the Restricted Debt Service Reserve Account is less than the Reserve Requirement, the Agency shall, after provision for payment of the Interlocal Agreement Payments payable in the then current Fiscal Year and principal and interest then due on the 2017 Notes, deposit Increment Revenues in the Restricted Debt Service Reserve Account sufficient to cure such deficiency. Amounts in the Restricted Debt Service Reserve Account may be invested by the Agency in Investment Securities and the earning thereon shall be deposited into the Restricted Debt Service Reserve Account. If on the day succeeding an Interest Payment Date the amount in the Restricted Debt Service Reserve Account is greater than the Reserve Requirement, the Agency may withdraw the excess for any lawful purpose. Section 3.05. Conditions Precedent to Issuance of Notes. Prior to or simultaneously with the issuance of the Note, there shall be filed with the Bank the following, each in form and substance reasonably acceptable to the Bank: Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 7 41783212;1 Packet Pg. 26 2.2.a (a) an opinion of counsel to the Agency and the City substantially to the effect that (i) the Resolution has been duly adopted by the Agency, the City Resolution has been duly adopted by the City and this Agreement and the 2017 Notes have been duly authorized, executed and delivered by the Agency and each constitutes a valid, binding and enforceable agreement of the Agency in accordance with their respective terms, except to the extent that the enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency, financial emergency or other laws affecting creditors' rights generally or by usual equity principles; (ii) the Agency's execution, delivery and performance of this Agreement and execution and issuance of the 2017 Notes are not subject to any authorization, consent, approval or review of any governmental body, public officer or regulatory authority not theretofore obtained or effected; (iii) the execution, issuance and delivery of the 2017 Notes has been duly and validly authorized by the Agency and the City, and the 2017 Notes constitute valid and binding special obligations of the Agency enforceable in accordance with their terms; (iv) the Agency (A) is a community redevelopment agency duly organized and validly existing under the laws of the State of Florida, and (B) has power and authority to adopt the Resolution, to execute and deliver this Agreement and the 2017 Notes, and to consummate the transactions contemplated by such instruments; (v) the execution, delivery and performance of the 2017 Notes and this Agreement, and compliance with the terms thereof and hereof, under the circumstances contemplated hereby, do not and will not in any material respect conflict with, or constitute on the part of the Agency a breach or default under, any indenture, mortgage, deed of trust, agreement or other instrument to which the Agency or to which its properties are subject or conflict with, violate or result in a breach of any existing law, administrative rule or regulation, judgment, court order or consent decree to which the Agency or its properties are subject; (vi) to the best of such counsel's knowledge, there is no claim, action, suit, proceeding, inquiry, investigation, litigation or other proceeding, at law or in equity, pending or threatened in any court or other tribunal, state or federal (W) restraining or enjoining, or seeking to restrain or enjoin, the issuance, sale, execution or delivery of the 2017 Notes, (X) in any way questioning or affecting the validity or enforceability of any provision of this Agreement, the 2017 Notes, or the Resolution or the City Resolution, (Y) in any way questioning or affecting the validity of any of the proceedings or authority for the authorization, sale, execution or delivery of the 2017 Notes, or of any provision made or authorized for the payment thereof, or (Z) questioning or affecting the organization or existence of the Agency or the right of any of its officers to their respective offices; (vii) the Agency has the legal power to undertake the 2017 Project and to pay associated costs of issuance, to impose and collect the Increment Revenues and to grant a lien on the Pledged Revenues as described herein and in the Resolution; and (viii) all conditions contained in the Establishment Ordinances precedent to the issuance of the 2017 Notes have been complied with; (b) an opinion of Bond Counsel (who may rely on opinion of counsel to the Agency), substantially to such effect that such counsel is of the opinion that: (i) this Loan Agreement constitutes a valid and binding obligation of the Agency enforceable upon the Agency in accordance with its terms; (ii) the 2017 Notes are valid and binding special obligations of the Agency enforceable in accordance with their terms, payable from and secured solely by the sources provided therefor in this Loan Agreement; and (iii) assuming compliance by the Agency with certain covenants relating to requirements contained in the Code, interest on the 2017A Note is excluded from gross income for purposes of federal income taxation; Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 8 41783212;1 Packet Pg. 27 2.2.a (c) a copy of a completed and executed Form 8038-G to be filed with the Internal Revenue Service by the Agency with respect to the 2017A Note; (d) the original executed 2017 Notes and this Agreement; and (e) such other documents as the Bank reasonably may request of the Agency and the City. Payment by the Bank of the purchase price of the Note of $25,000,000 shall be conclusive evidence that the provisions of this Section 3.05 have been complied with. Section 3.06. Registration of Transfer; Assignment of Rights of Bank. The Agency shall keep at its offices the registration of the 2017 Notes and the registration of transfers of the 2017 Notes as provided in this Agreement. The transfer of the 2017 Notes may be registered only upon the books kept for the registration of the 2017 Notes and registration of transfer thereof upon surrender thereof to the Agency together with an assignment duly executed by the Owner thereof or its attorney or legal representative in the form of the assignment set forth on the form of the 2017 Notes attached as Exhibit A to this Agreement; provided, however, that the 2017 Notes may be transferred only in whole and not in part and may not be transferred separately, and provided further, that no transfer shall be permitted absent the Agency's receipt of a certificate in form and substance similar to the one included as part of Exhibit A hereto from such proposed transferee. In the case of any such registration of transfer, the Agency shall execute and deliver in exchange for each 2017 Notes a new 2017 Note registered in the name of the transferee. In all cases in which the 2017 Notes shall be transferred hereunder, the Agency shall execute and deliver at the earliest practicable time new 2017 Notes in accordance with the provisions of this Agreement. The Agency may make a reasonable charge for every such registration of transfer of the 2017 Notes sufficient to reimburse it for any tax or other governmental charges required to be paid with respect to such registration of transfer, but no other charge shall be made for registering the transfer hereinabove granted. The 2017 Notes shall be issued in fully registered form and shall be payable in any lawful coin or currency of the United States. The registration of transfer of the 2017 Notes on the registration books of the Agency shall be deemed to effect a transfer of the rights and obligations of the applicable transferor or under this Agreement to the transferee. Thereafter, such transferee shall be deemed to be the Owner under this Agreement and shall be bound by all provisions of this Agreement that are binding upon the Owner hereunder. The Agency and the transferor shall execute and record such instruments and take such other actions as the Agency and such transferee may reasonably request in order to confirm that such transferee has succeeded to the capacity of the Owner under this Agreement and the 2017 Notes. In the event any 2017 Note is mutilated, lost, stolen, or destroyed, the Agency shall execute a new 2017 Note of like date and denomination as that mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated 2017 Note, such mutilated 2017 Note shall first be surrendered to the Agency, and in the case of any lost, stolen, or destroyed 2017 Note, there first shall be furnished to the Agency evidence of such loss, theft or destruction together with an indemnity satisfactory to it. Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 9 41783212;1 Packet Pg. 28 2.2.a Section 3.07. Ownership of the 2017 Notes. The person in whose name the 2017 Notes are registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the 2017 Notes shall be made only to the registered owner thereof or such Owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon the 2017 Notes, and interest thereon, to the extent of the sum or sums so paid. Section 3.08. Use of Proceeds of 2017 Notes Permitted Under Applicable Law. The Agency represents, warrants and covenants that the proceeds of the 2017 Notes will be used solely to pay the costs of the 2017 Project and to pay costs of issuance of the 2017 Notes, and that such use is permitted by applicable law. Section 3.09. Authentication. Until the 2017 Notes shall have endorsed thereon a certificate of authentication substantially in the form set forth in Exhibit A, duly executed by the manual signature of the registrar as authenticating agent, such 2017 Notes shall not be entitled to any benefit or security under this Agreement. Such certificate of the registrar upon the 2017 Notes shall be conclusive evidence that the 2017 Notes have been duly authenticated and delivered under this Agreement. ARTICLE IV COVENANTS OF THE AGENCY Section 4.01. Performance of Covenants. The Agency covenants that it will perform faithfully at all times its covenants, undertakings and agreements contained in this Agreement and the 2017 Notes or in any proceedings of the Agency relating to the Loan, that it will take all necessary steps to receive the Pledged Revenues and that it will do nothing to jeopardize its ability to receive the Pledged Revenues. Section 4.02. Payment of 2017 Notes. (a) The Agency covenants that in each Fiscal Year it will promptly upon receipt deposit all Increment Revenues into the Redevelopment Trust Fund and pay from the available Increment Revenues after provision for payment of the Interlocal Agreement Obligations the principal of and interest on the 2017 Notes coming due in such Fiscal Year and other costs and expenses due and payable to the Holder(s) under this Agreement at the place, on the dates and in the manner provided herein and in the 2017 Notes, in accordance with the terms thereof. The Agency does hereby irrevocably pledge the Pledged Revenues as security for the repayment of the 2017 Notes, subject only to the prior payment of the Interlocal Agreement Obligations. (b) The 2017 Notes is a special obligation of the Agency payable from and secured solely by the Pledged Revenues. The 2017 Notes will not constitute a general debt, liability or obligation of the Agency, the City or the State of Florida or any political subdivision thereof within the meaning of any constitutional or statutory provision. The 2017 Notes shall not constitute a lien upon any property of the Agency except upon the Pledged Revenues. Section 4.03. Tax Covenant. The Agency covenants to the purchasers of the 2017A Note that the Agency will not make any use of the proceeds of the 2017A Note at any time during the Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 10 41783212;1 Packet Pg. 29 2.2.a terms of the 2017A Note which, if such use had been reasonably expected on the date the 2017A Note was issued, would have caused the 2017A Note to be an "arbitrage bond" within the meaning of the Code. The Agency will comply with the requirements of the Code and any valid and applicable rules and regulations promulgated thereunder necessary to insure the exclusion of interest on the 2017A Note from the gross income of the holders thereof for purposes of federal income taxation. Section 4.04. Additional Debt. The Agency will not issue any debt payable on a parity with the 2017 Notes from any of the Pledged Revenues ("Parity Debt") unless there shall have been obtained and filed with the Agency a statement of the Agency Treasurer or City Finance Director (1) setting forth the amount of the Increment Revenues which have been received by the Agency during the most recent Fiscal Year for which audited financial statements are available; and (2) stating that the amount of the Increment Revenues received during the aforementioned twelve month period, less the amount necessary to provide for the Interlocal Agreement Obligations, equals at least 1.50 times the maximum annual debt service of the 2017 Notes, any debt then outstanding payable on parity with the 2017 Notes from the Increment Revenues and the proposed Parity Debt. If any outstanding debt has, or the proposed Parity Debt is to be issued with, a variable, adjustable, convertible or similar rate that is not fixed in percentage for the entire term of such debt ("Variable Rate Debt") for purposes of determining compliance with the 1.50 times maximum annual debt service provision the interest rate on such Variable Rate Debt shall be assumed to be the greater of four percent (4%) or the initial interest rate on such Variable Rate Debt plus one percent (1%). In the event any Parity Debt is to be issued for the purpose of refunding any debt secured by the Pledged Revenues then outstanding, the conditions above shall not apply, provided that the issuance of such Parity Debt shall not result in an increase in the aggregate amount of principal of and interest becoming due in the current Fiscal Year or in any subsequent Fiscal Year. The Agency shall not issue any debt having a lien on the Pledged Revenues senior to the lien thereon of the 2017 Notes without the prior written consent of the Holders of the 2017 Notes. ARTICLE V EVENTS OF DEFAULT AND REMEDIES Section 5.01. Events of Default. Each of the following is hereby declared an "Event of Default:" (a) payment of the principal of the 2017 Notes shall not be made when the same shall become due and payable; (b) payment of any installment of interest on the 2017 Notes shall not be made when the same shall become due and payable; or (c) the Agency shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the 2017 Notes or in this Agreement and such default shall continue for 30 days after written notice shall have been given to the Agency by the Noteholder specifying such default and requiring the same to be remedied; provided, Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 11 41783212;1 Packet Pg. 30 2.2.a however, that if, in the reasonable judgment of the Noteholder, the Agency shall proceed to take such curative action which, if begun and prosecuted with due diligence, cannot be completed within a period of 30 days, then such period shall be increased to such extent as shall be necessary to enable the Agency to diligently complete such curative action but not to exceed an additional 90 days; or (d) any proceedings are instituted with the consent or acquiescence of the Agency, for the purpose of effecting a compromise between the Agency and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statute now or hereinafter enacted; or (e) the Agency admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy or makes an assignment for the benefit of its creditors, declares a financial emergency or consents to the appointment of a receiver or trustee for itself or shall file a petition or answer seeking reorganization or any arrangement under the federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; or (f) the Agency is adjudged insolvent by a court of competent jurisdiction or is adjudged bankrupt on a petition of bankruptcy filed against the Agency, or an order, judgment or decree is entered by any court of competent jurisdiction appointing, without the consent of the Agency, a receiver or trustee of the Agency or of the whole or any part of its property and any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within 60 days from the date of entry thereof; or (g) if, under the provisions of any law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Agency or of the whole or any substantial part of its property and such custody or control shall not be terminated within 90 days from the date of assumption of such custody or control. Section 5.02. Exercise of Remedies. Upon the occurrence and during the continuance of an Event of Default, the 2017 Notes shall bear interest at the Default Rate and all payments made on the 2017 Notes during any such period shall be applied first to interest and then to principal. Upon the occurrence and during the continuance of an Event of Default, a Noteholder may proceed to protect and enforce its rights under the laws of the State of Florida or under this Agreement by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as the Noteholder shall deem most effective to protect and enforce such rights provided that acceleration of the payments due on the 2017 Notes shall not be a remedy hereunder. In addition the Noteholder may recover from the Agency the reasonable fees and expenses of attorneys and other reasonable expenses incurred by it in the collection of payments due or the enforcement of performance of any other obligations of the agency hereunder upon an Event of Default, at all levels of the proceedings whether incurred in connection with collection, bankruptcy proceedings, trial, appeal or otherwise. Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 12 41783212;1 Packet Pg. 31 2.2.a Section 5.03. Remedies Not Exclusive. No remedy herein conferred upon or reserved to a Noteholder is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder. However, in no event shall the 2017 Notes be subject to acceleration of the maturity thereof. Section 5.04. Waivers, Etc. No delay or omission of a Noteholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein; and every power and remedy given by this Agreement to a Noteholder may be exercised from time to time and as often as may be deemed expedient. A Noteholder may waive any default which in its opinion shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted by it under the provisions of this Agreement or before the completion of the enforcement of any other remedy under this Agreement, but no such waiver shall be effective unless in writing and no such waiver shall extend to or affect any other existing or any subsequent default or defaults or impair any rights or remedies consequent thereon. ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.01. Covenants of Agency, Etc.; Successors. All of the covenants, stipulations, obligations and agreements contained in this Agreement shall be deemed to be covenants, stipulations, obligations and agreements of the Agency to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the successor or successors thereof from time to time, and upon any officer, board, commission, authority, agency or instrumentality to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law. Section 6.02. Term of Agreement. This Agreement shall be in full force and effect from the date hereof until the 2017 Notes and all other sums payable to the Noteholders hereunder have been paid in full except for those obligations under Section 3.03 hereof which survive payment of the 2017 Notes. Section 6.03. Amendments and Supplements. This Agreement may be amended or supplemented from time to time only by a writing duly executed by each of the Agency and 100% of the Noteholders. Section 6.04. Notices. Any notice, demand, direction, request or other instrument authorized or required by this Agreement to be given to or filed with the Agency or the Bank, shall be deemed to have been sufficiently given or filed for all purposes of this Agreement if and when sent by certified mail, return receipt requested: (a) As to the Agency: Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 13 41783212;1 Packet Pg. 32 2.2.a Omni Community Redevelopment Agency 1401 N Miami Avenue — 2na Floor Miami, Florida 33136 Attention: Executive Director (b) As to Bank: BankUnited, N.A. 7765 NW 148 Street Miami Lakes, Florida 33016 Attention: Percy R. Aquila or at such other address as shall be furnished in writing by any such party to the other, and shall be deemed to have been given as of the date so delivered or deposited in the United States mail. Any party may, by notice sent to the others, designate a different or additional address to which notices under this Agreement are to be sent. Section 6.05. Benefits Exclusive. Except as herein otherwise provided, nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the Agency and the Noteholder, any right, remedy or claim, legal or equitable, under or by reason of this Agreement or any provision hereof, this Agreement and all its provisions being intended to be and being for the sole and exclusive benefit of the Agency and the Noteholder. Section 6.06. Severability. In case any one or more of the provisions of this Agreement, any amendment or supplement hereto or of the 2017 Notes shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement, any amendment or supplement hereto or the 2017 Notes, but this Agreement, any amendment or supplement hereto and the 2017 Notes shall be construed and enforced at the time as if such illegal or invalid provisions had not been contained therein, nor shall such illegality or invalidity or any application thereof affect any legal and valid application thereof from time to time. In case any covenant, stipulation, obligation or agreement contained in the 2017 Notes or in this Agreement shall for any reason be held to be in violation of law, then such covenant, stipulation, obligation, or agreement shall be deemed to be the covenant, stipulation, obligation or agreement of the Agency to the full extent from time to time permitted by law. Section 6.07. Payments Due on Non Business Days. In any case where the date of maturity of interest on or principal of the 2017 Notes or the date fixed for prepayment of the 2017 Notes shall not be a Business Day, then payment of such interest or principal shall be made on the next succeeding Business Day with the same force and effect as if paid on the date of maturity or the date fixed for prepayment. Section 6.08. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same Agreement, and, in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 14 41783212;1 Packet Pg. 33 2.2.a Section 6.09. Applicable Law. This Agreement shall be governed exclusively by and construed in accordance with the applicable laws of the State of Florida. Section 6.10. No Personal Liability. Notwithstanding anything to the contrary contained herein or in the 2017 Notes, or in any other instrument or document executed by or on behalf of the Agency in connection herewith, no present or future Commissioner of the Agency or any officer, employee or agent of the Agency shall be liable in his or her individual capacity, shall be liable personally for any breach or non -observance of or for any failure to perform, fulfill or comply with any such stipulations, covenants, agreements or obligations, nor shall any recourse be had for the payment of the principal of or interest on the 2017 Notes or for any claim based thereon or on any such stipulation, covenant, agreement or obligation, against any such person, in his or her individual capacity, either directly or through the Agency or any successor to the Agency, under any rule or law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise and all such liability of any such person, in his or her individual capacity, is hereby expressly waived and released. Section 6.11. Waiver of Jury Trial. THE BANK AND THE AGENCY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE RESOLUTION, THIS AGREEMENT, THE 2017 NOTES OR ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTIONS OF EITHER PARTY. Section 6.12. Waiver of Right of Setoff. The Bank hereby waives any right of set-off that it may have against all deposits (general or special, time or demand, provisional or final) at any time held by the Bank or against any obligation owed by the Bank to the Agency, to satisfy any obligation of the Agency now or hereafter existing under this Agreement. This Agreement shall not be deemed to grant any participant or any assignee any right of set-off. Section 6.13. Incorporation by Reference. All of the terms and obligations of the Resolution and the Exhibits hereto are hereby incorporated herein by reference as if all of the foregoing were fully set forth in this Agreement. All recitals appearing at the beginning of this Agreement are hereby incorporated herein by reference. [SIGNATURES ON FOLLOWING PAGE] Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 15 41783212;1 Packet Pg. 34 2.2a IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first set forth herein. OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ATTEST: By: Executive Director Secretary Approved As To Form and Correctness: Agency Attorney BANKUNITED, N.A. By: Print Name: Percy R. Agula, Jr. Title: Senior Vice President Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 16 41783212;1 Packet Pg. 35 EXHIBIT A FORM OF 2017 NOTE ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A PURCHASER'S CERTIFICATE IN THE FORM ATTACHED. OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY TAX INCREMENT REVENUE NOTE, [TAXABLE] [TAX-EXEMPT] SERIES 2017 [A] [B] Principal Maturity Date Note Rate Dated Date $ September 1, 2029 % July _, 2017 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY (the "Agency" or the "Issuer"), for value received, hereby promises to pay, solely from the sources described in the within mentioned Agreement, to the order of BANKUNITED N.A. , a national banking association (the "Bank"), or its successors or assigns (the "Holder") at 7765 NW 148 Street, Miami Lakes, Florida 33016, at or at such place as the Holder may from time to time designate in writing the Principal Sum stated above on the Maturity Date stated above, except to the extent principal has been paid prior to the Maturity Date by redemption or otherwise, together with any accrued and unpaid interest, and to pay (but only out of the sources hereinafter mentioned) interest on the outstanding principal amount hereof from the most recent date to which interest has been paid or provided for, or if no interest has been paid, from the Dated Date shown above on March 1 and September 1 of each year (each, an "Interest Payment Date"), commencing on March 1, 2018, until payment of said principal sum has been made or provided for, at the [Tax- able] [Tax-exempt] Note Rate. Payments of principal on this Note are due on each September 1 as set forth on Exhibit A hereto. Payments due hereunder shall be payable in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public and private debts, which payments shall be made to the Holder hereof by check mailed to the Holder at the address designated in writing by the Holder for purposes of payment or by bank wire or bank transfer as such Holder may specify in writing to the Agency or otherwise as the Agency and the Holder may agree. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement by and between the Bank and the Agency, dated as of July _, 2017 (the "Agreement"). [The Tax-exempt Note Rate may be adjusted in accordance with Sections 3.03 of the Agreement.] Following the occurrence and during the continuance of any Event of Default, as defined in the Agreement, this Note shall bear interest at the Default Rate, as defined in the Agreement. All interest on this Note shall be computed on the basis of a 360 day year of 12, 30-day months. Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) Exhibit A-1 41783212;1 Packet Pg. 36 2.2.a This Note is a limited, special obligation of the Agency, secured solely by a lien upon and pledge of the Pledged Revenues, as defined and described and in the manner provided in the Agreement. This Note may be prepaid by the Agency in whole or in part, on any date as provided in the Agreement from any legally available monies at a prepayment price of 100% of the principal amount to be redeemed without any prepayment penalty or fee, plus accrued interest to the prepayment date upon ten (10) days prior notice to the Holder. Notice having been given as provided above, the principal amount to be prepaid shall become due and payable on the prepayment date stated in such notice, together with interest accrued and unpaid to the prepayment date on such principal amount; and the amount of principal and interest then due and payable shall be paid upon presentation and surrender and exchange (if prepayment is part) of this Note to the office of the Registrar. If, on the prepayment date, funds for the payment of the principal amount, together with interest to the prepayment date on such principal amount, shall have been given to the Holder, as above provided, then from and after the prepayment date interest on such principal amount of this Note shall cease to accrue. Notwithstanding any provision in this Note to the contrary, in no event shall the interest contracted for, charged or received in connection with this Note (including any other costs or considerations that constitute interest under the laws of the State of Florida which are contracted for, charged or received) exceed the maximum rate of nonusurious interest allowed under the laws of the State of Florida as presently in effect and to the extent an increase is allowable by such laws, but in no event shall any amount ever be paid or payable by the Agency greater than the amount contracted for herein. In the event this Note is prepaid in accordance with the provisions hereof, then such amounts that constitute payments of interest, together with any costs or considerations which constitute interest under the laws of the State of Florida, may never exceed an amount which would result in payment of interest at a rate in excess of that permitted by Section 215.84(3), Florida Statutes, as presently in effect and to the extent an increase is allowable by such laws; and excess interest, if any, shall be cancelled automatically as of the date of such prepayment, or, if theretofore paid, shall be credited on the principal amount of this Note unpaid, but such crediting shall not cure or waive any default under the Agreement or Resolution. THIS NOTE SHALL NOT BE OR CONSTITUTE AN INDEBTEDNESS OF THE AGENCY OR THE STATE OF FLORIDA (THE "STATE"), WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER LIMITATIONS OF INDEBTEDNESS, BUT SHALL BE PAYABLE SOLELY FROM THE PLEDGED REVENUES AND AS OTHERWISE PROVIDED IN THE AGREEMENT AND THE RESOLUTION. THE HOLDER SHALL NEVER HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY AD VALOREM TAXING POWER OR TAXATION IN ANY FORM TO PAY THIS NOTE OR THE INTEREST HEREON. Upon the occurrence of an Event of Default the Holder of the Note shall also have such remedies as described in the Agreement. Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) Exhibit A-2 41783212;1 Packet Pg. 37 2..a The Agency hereby waives presentment, demand, protest and notice of dishonor. This Note is governed and controlled by the Agreement and reference is hereby made thereto regarding interest rate adjustments and other matters. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) Exhibit A-3 41783212;1 Packet Pg. 38 2.2.a IN WITNESS WHEREOF, the Agency has caused this Note to be signed by its Executive Director, either manually or with facsimile signature, and attested by its Secretary, either manually or with facsimile signature, and this Note to be dated the Dated Date set forth above. OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ATTEST: By: Executive Director Secretary Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) Exhibit A-4 41783212;1 Packet Pg. 39 2.2.a FORM OF CERTIFICATE OF AUTHENTICATION Date of Authentication: This Note is being delivered pursuant to the within mentioned Agreement. OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, as Authenticating Agent By: Secretary Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) Exhibit A-5 41783212;1 Packet Pg. 40 ASSIGNMENT FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto (please print or typewrite name, address and tax identification number of assignee) within 2017 Note and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to transfer the within 2017 Note on the books kept for registration thereof, with full power of substitution in the premises. the Name of Holder: By: Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 41783212;1 Exhibit A-6 Packet Pg. 41 2.2.a EXHIBIT A NOTE - PRINCIPAL REPAYMENT SCHEDULE Date 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 Amount Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 41783212;1 Exhibit A-7 Packet Pg. 42 2.2.a PURCHASER'S CERTIFICATE Omni Redevelopment District Community Redevelopment Agency 1401 N Miami Avenue — 2nd Floor Miami, Florida 33136 Attention: Executive Director Ladies and Gentlemen: The undersigned, as a purchaser of the Omni Redevelopment District Community Redevelopment Agency Tax Increment Revenue Note, Tax-exempt Series 2017 and Omni Redevelopment District Community Redevelopment Agency Tax Increment Revenue Note (the "2017 Notes") dated July 2017, consisting of one typewritten 2017 Notes, hereby certifies that we have been provided (a) a copy of Agency's Resolution No. _, adopted by the Agency on June _, 2017, authorizing the issuance of the 2017 Notes (the "Resolution"), (b) the Loan Agreement dated as of July _, 2017, between the Agency and us as assignee (the "Agreement"), (c) such financial and general information respecting the Pledged Revenues (as such term is defined in the Agreement), the Agency and the City, and (d) the 2017 Notes described above, as we deem necessary to enable us to make an informed investment judgment with respect to the purchase of said 2017 Notes. We hereby make the following representations, which representations may be relied upon by the City: A. We are aware: (i) that investment in the 2017 Notes involve various risks; (ii) that the 2017 Notes are not general obligations of the Agency; and (iii) that the principal or premium, if any, and interest on the 2017 Notes is payable solely from the Pledged Revenues and other sources as provided in the Agreement. B. We understand that no official statement, offering memorandum or other form of offering document was prepared or is being used in connection with the offering or sale of the 2017 Notes (collectively, "Disclosure Documents"), but we have been afforded access to all information we have requested in making our decision to purchase the 2017 Notes and have had sufficient opportunity to discuss the business of the City with its officers, employees and others. We have not requested any Disclosure Documents in connection with the sale of the 2017 Notes. We do not require any further information or data incident to our purchase of the 2017 Notes. Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 41783212;1 Packet Pg. 43 2.2.a C. In purchasing the 2017 Notes, we have relied solely upon our own investigation, examination, and evaluation of the Agency, the Pledged Revenues and other relevant matters. D. We have knowledge and experience in financial and business matters and are capable of evaluating the merits and risks of our investment in the 2017 Notes and have determined that we can bear the economic risk of our investment in the 2017 Notes. E. We acknowledge the understanding that the 2017 Notes is not registered under the Securities Act of 1933, as amended (the "1933 Act") or Chapter 517, Florida Statutes, and that the Resolution and Agreement are not qualified under the Trust Indenture Act of 1939, as amended, and that the Agency has no obligation to effect any such registration or qualification. F. We are not acting as a bond house, broker or other intermediary, in our purchase of the 2017 Notes. Although we retain the right to transfer the 2017 Notes in the future, we understand that the 2017 Notes may not be readily tradable. G. We have received all documents requested by us incident to our purchase of the 2017 Notes. H. We acknowledge that we are an "accredited investor" within the meaning of Chapter 517, Florida Statutes and Regulation D of the 1933 Act. Signed as of the day of By: Authorized Officer Attachment: 2499 Exhibit A (2499 : Omni CRA Series 2017 Loan) 41783212;1 Packet Pg. 44 2.2.b BankUnited, N.A. 7765 NW 148 Street Miami Lakes, FL 33016 E-mail: paguila@bankunited.com Percy R. Aguila, Jr. Senior Vice President Corporate Banking Tel: 305.818.8661 ir In BankUnited PRELIMINARY -FOR DISCUSSION PURPOSES ONLY Jason Walker Executive Director OMNI CRA 1401 N. Miami Avenue-2nd Floor Miami, Florida 33136 March 27, 2017 RE: OMNI Community Redevelopment Agency Tax Increment Revenue Bonds, Series 2017 (Workforce/Affordable Housing Projects) Dear Mr. Walker: BankUnited, N.A. (the 'Bank") is pleased to provide you with this Letter of Interest outlining the basic terms and conditions currently being contemplated for the proposed extension of credit applicable to the financing of the CRA's Workforce/Affordable Housing Projects. This is not a commitment to lend; it is an expression of our interest in providing the aforementioned financing request pursuant to the following: Borrower The OMNI Community Redevelopment Agency (the "CRA" or "Borrower"), which was created in 1986 and is a public body corporate and politic created pursuant to the Community Redevelopment Act of 1969, Chapter 163, Part III, Florida Statues, as amended, and other applicable provisions of law (the "Acr). The CRA's boundaries were established in 1986, and expanded in 2009, in order to pursue a program of community redevelopment within designated portions of the City of Miami. The CRA is responsible for implementing the redevelopment plan as adopted and amended, from time to time (the "Redevelopment Plan"). Amount: Not to exceed $25,000,000 (the "Series 2017 Loan Amount"). Lender: Facility: Closing Date: Purpose: BankUnited, N.A. and/or Bridge Funding Group, Inc., an affiliate of BankUnited, N.A (the "Lender"). The obligation will be in the form of bonds issued by the CRA in an amount not to exceed the Series 2017 Loan Amount (the "Series 2017 Loan"). Interest on the obligation shall be tax-exempt to the Lender. On or before September 1, 2017 (the "Closing Date") or as otherwise mutually agreed upon by the Borrower and the Lender, but no later than September 15, 2017. The Series 2017 Loan will finance certain grants to be made by the CRA for some or all of the workforce/affordable housing projects, and (I) make a deposit to the Debt Service Reserve Fund, and (ii) pay cost of issuance. 1 Attachment: 2499 Loan Letter of Interest (2499 : Omni CRA Series 2017 Loan) Packet Pg. 45 2.2.b Security: The Series 2017 Loan shall be payable from and secured by a lien upon and pledge of the Series 2017 Pledged Revenues, consisting of: (a) all Tax Increment Revenues available to the CRA after the payment of its obligations under certain Interlocal Agreements, including but not limited to the payments being made pursuant to the Interlocal Agreement entered into on December 31, 2007 between the City, the County and the CRA ("PAC Payments"); the payments being made pursuant to the Global Agreement entered into between the City, the County and the CRA for Museum Park ("Museum Payments"); and the payments being made pursuant to the Global Agreement for the Port Tunnel Project ("Port Payments"). (b) all moneys on deposit in the Funds and Accounts established under the Indenture that are created and established with respect to or for the benefit of the Series 2017 Loan. Payments: Interest is payable semi-annually, on each March 1 and September 1 of each year, commencing March 1, 2018. Principal is payable on September 1 of each year, commencing September 1, 2018. Day Count Method: Based on 12, 30-day months (301360). Term/Maturity: The Series 2017 Loan shall be for a term that extends to September 1, 2029, corresponding to the preliminary amortization schedule below: YEAR Principal Amount [1] 2017 - 2018 2,000,000 2019 2,000,000 2020 2,000,000 2021 2,000,000 2022 2,000,000 2023 2,000,000 2024 2,000,000 2025 2,000,000 2026 2,000,000 2027 2,000,000 2028 2,500,000 2029 2,500,000 Total $25,000,000 [1] Preliminary amounts, payable September 9,subject to change. Interest Rate: The tax-exempt interest rate on the Series 2017 Loan shall be fixed extending to September 1, 2029 at an interest rate of 3.75%. Yield Maintenance: The tax-exempt interest rates quoted herein take into consideration a marginal federal corporate tax rate of 35%. In the event of a decrease in the marginal maximum corporate tax rate, the Bank shall have the right to adjust the interest rate upwards in order to maintain the same after tax yield. 2 Attachment: 2499 Loan Letter of Interest (2499 : Omni CRA Series 2017 Loan) Packet Pg. 46 2.2.b Prepayment: Bank Counsel: Issuer Costs/Counsel: Deposit & Accounts: Debt Service Reserve Requirement: Optional Redemption. The Series 2017 Loan principal installments maturing on or before September 1, 2023 are not subject to redemption prior to maturity. The Series 2017 Loan principal installments maturing on or after September 1, 2024 are subject to redemption prior to maturity at the option of the District, in whole or in part, in any order of maturity as determined by the District, on any date on or after September 1, 2023 at a redemption price equal to the principal amount of the Series 2017 Loan to be redeemed, plus accrued interest thereon to the date of redemption.. BankUnited will be represented by counsel to be disclosed to the CRA upon acceptance of the Term Sheet (the "Bank Counsel"). The CRA will pay for its costs from the Series 2017 Loan proceeds, including fees payable to its counsel, financial advisors, bond counsel, escrow agent, placement agent (if any) and the fees charged by Bank Counsel. The CRA shall designate BankUnited as a Qualified Public Depository ("QPD"), as defined by the State of Florida and pursuant to Chapter 280, Florida Statutes, for purposes of establishing BankUnited as an eiigible depository of CRA funds. The CRA shall establish and maintain a depository relationship with Bank United with a minimum target balance of $2,500,000, to be tested no more often than semi-annually. The Reserve Requirement will be the lesser of i) the maximum annual debt service requirement of the Series 2017 Loan or (l) 125% of the average annual debt service of the Series 2017 Loan, or (iii) 10% of the proceeds of the Series 2017 Loan. Covenants: No additional bonds and parity obligations may be issued or incurred unless the amount of Pledged Revenues for the immediately preceding fiscal year is equal at least to one hundred fifty percent (150%) of the maximum annual debt service of the outstanding Series 2017 Loan and the additional bonds and parity obligations proposed to be issued or incurred. Additional Conditions: (1) Upon the acceptance of this Letter of Interest, the CRA will confirm the CRA's tax base by providing a description of the Redevelopment Area and the approximate number of acres and parcels that make-up the CRA's Redevelopment Area, including a breakdown of the number of taxable and tax-exempt parcels. (2) Upon the acceptance of this Letter of Interest, the CRA shall provide a listing of the top ten taxable parcels (by assessed value) that are located within the CRA's Redevelopment Area, as of May 1, 2017. (3) Upon the acceptance of this Letter of Interest, the CRA shall provide a table showing taxable assessed values for the Redevelopment Area on a historical basis for the last 10 years. Commitment Fee: Default Rate: Default & Remedies: A one-time commitment fee of 0.50% (est. $125,000) of the principal amount of the Series 2017 Loan will be payable at closing. Under an Event of Default, while the Series 2017 Loan is outstanding on a tax-exempt basis, the Default Rate shall be calculated at 6.75%, per annum. BankUnited shall be entitled to all remedies available under the financing documents and the Indenture. Upon the occurrence of an event of default under the Indenture, the financing documents will provide remedies to BankUnited customary for transactions of this nature, exercise rights and 3 Attachment: 2499 Loan Letter of Interest (2499 : Omni CRA Series 2017 Loan) Packet Pg. 47 2.2.b Gross Up: remedies available under law, equity or under the terms of the Indenture and other financing documents. Upon an event of taxability caused by actions or failures to act of the CRA, the interest rate on the Series 2017 Loan shall increase to a taxable rate of 5.77%. Tax Treatment: Interest on the Series 2017 Loan shall be excludable from gross income for federal income tax purposes, as evidenced by a customary opinion of the CRA's bond counsel. The CRA shall covenant to perform all actions, functions or requirements in order to maintain the tax-exempt status on the Series 2017 Loan. Annual Reporting Requirements: (1) Prepare audited financial statements of the CRA. The audited financial statements will be posted on or before June 30 of each year for the fiscal year ending on the preceding September 30, commencing June 30, 2017 for the fiscal year ending on the preceding September 30, 2016. Governing Law: Confidentiality: Acceptance: Very truly yours, Percy R. Aguila, Jr. Senior Vice President ACCEPTED BY: (2) Prepare an annual budget of the CRA (the "Annual Budget"). The Annual Budget will be posted on or before September 30 of each year for the fiscal year commencing on October 1, commencing September 30, 2017 for the fiscal year commencing October 1, 2017. All aspects of the Series 2017 Loan being discussed, including this Letter of Interest, and any related financing documents would be governed by the laws of the State of Florida. Notwithstanding anything herein to the contrary, any party hereto may disclose to any and all persons, without limitation of any kind the tax treatment or tax structure of this transaction. Furthermore, the parties to this transaction may disclose, as required by federal or state laws, any information as required to comply with such federal or state laws. On behalf of BankUnited, we sincerely thank you for the opportunity to service your financing needs. Should you wish to proceed with issuing a Preliminary Term Sheet and subsequently obtaining formal credit approval under the general terms and conditions outlined herein, please acknowledge the CRA's acceptance by signing below and returning one original signed document. By: As: 4 Attachment: 2499 Loan Letter of Interest (2499 : Omni CRA Series 2017 Loan) Packet Pg. 48 OMNI Board of Commissioners Meeting June 21, 2017 2.3 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: June 15, 2017 and Members of the CRA Board Jason Walker Executive Director 2500 Subject: Resolution Authorizing the Purchase of Property Located at 1990 North Miami Avenue Enclosures: 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 real property located at 1990 North Miami Avenue subject to the availability of funds from the Series 2017 Financing for a sum not to exceed of Four Million Six Hundred Sixty Five Thousand dollars ($4,665,000.00) inclusive of costs. The property is on the corner of North Miami Avenue and 19th 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. 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 "[a]cquisition of real property in the community redevelopment area ..."1 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, provide affordable and workforce housing, enhance development and enhance the area's visual attractiveness to business and residents.2 FUNDING: Subject to the availability of funding to be allocated from the CRA's successful closing of the Series 2017 Loan. 1 2009 Omni CRA Redevelopment Plan Sec. Plan Management p. 166 2 2009 Omni Redevelopment plan Redevelopment Plan overview p. 42 Packet Pg. 49 2.3 City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2500 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 REYNALDO PADRON & W. MARTA PADRON ("SELLERS") FOR THE ACQUISITION OF REAL PROPERTY LOCATED AT 1990 N. MIAMI AVENUE, MIAMI, FLORIDA ("PROPERTY"), CONTAINING AN APPROXIMATE TOTAL LOT AREA OF 15,017 SQUARE FEET , AS LEGALLY DESCRIBED IN THE AGREEMENT, FOR A TOTAL PURCHASE PRICE OF FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($4,500,000.00), 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, PURSUANT TO SECTION 163.370, FLORIDA STATUTES, AND THE CRA REDEVELOPMENT PLAN; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ALL NECESSARY DOCUMENTS, INCLUDING AMENDMENTS AND MODIFICATIONS TO SAID AGREEMENT, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, AS MAY BE NECESSARY TO EFFECTUATE SAID ACQUISITION; ALLOCATING FUNDS FROM THE PROCEEDS OF THE CRA SERIES 2017 LOAN FORA TOTAL AMOUNT NOT TO EXCEED FOUR MILLION SIX HUNDRED SIXTY FIVE THOUSAND DOLLARS ($4,665,000.00), 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 1990 N. Miami Avenue, Miami, Florida , containing an approximate total lot area of 15,017 square feet ("Property"), as legally described in the Purchase and Sale Agreement ("Agreement"), in a form acceptable to the General Counsel; and WHEREAS, pursuant to Section 163.370, Florida Statutes, and the CRA Redevelopment Plan ("Redevelopment Plan"), the CRA plans to develop the Property to enhance the quality of life in the surrounding area and address slum and blight; and WHEREAS, Reynaldo Padron and W. Marta Padron ("Sellers") agree to enter into the Agreement to convey the Property to the CRA for four million five hundred thousand dollars ($4,500,000.00); and WHEREAS, the Agreement is contingent upon obtaining an appraisal from a licensed Florida appraiser stating that the appraised value of the Property is at least Packet Pg. 50 $4,500,000.00; and 2.3 WHEREAS, the CRA's estimated total cost for the acquisition of the Property will not exceed four million six hundred sixty five Thousand Dollars ($4,665,000.00), to be allocated from the proceeds of the CRA Series 2017 Loan, 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; 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. Pursuant to Section 163.370, Florida Statutes, and the Redevelopment Plan, the Executive Director is authorized to execute the Agreement, in a form acceptable to the General Counsel, between the CRA and the Sellers, for the acquisition of the Property, containing an approximate total lot area of 15,017 square feet, as legally described in the Agreement, for a total purchase price four million five hundred thousand dollars ($4,500,000.00), 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. Section 4. Funds for the purchase of the Property shall be allocated from the proceeds of the CRA Series 2017 Loan, in a total amount not to exceed four million six hundred sixty-five thousand dollars ($4,665,000.00), 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. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL Packet Pg. 51 OMNI Board of Commissioners Meeting June 21, 2017 2.4 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: June 15, 2017 and Members of the CRA Board Jason Walker Executive Director 2512 Subject: Conveyance of City of Miami Owned Property located at 150 NE 19th 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 make a formal donation request of conveyance of the City of Miami owned property located at 150 NE 19th Street at no cost to the CRA for projects within the area. JUSTIFICATION: Under Florida Statutes the CRA is tasked with eliminating slum and blight. Section 9.1 of the Redevelopment Plan outlines areas in which the CRA is able to carry out its functions. 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 "Acquisition of real property in the community redevelopment area..."1 The CRA is interested in this property to provide for programs and projects as stated within its redevelopment plan. The CRA would like to request that the property be conveyed to develop affordable and workforce housing and projects consistent with Chapter 163 of the Florida Statute and the 2009 Omni Redevelopment Plan. The property as situated within the Omni CRA boundaries would allow for the enhancement of educational opportunities as well. Should the property be conveyed, the Omni CRA would be able to fulfill its Redevelopment Plan contributing to the overall development of the City of Miami. Packet Pg. 52 2.4 City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2512 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA"), AUTHORIZING THE EXECUTIVE DIRECTOR TO REQUEST OF THE CITY OF MIAMI ("CITY") CONVEYANCE, AT NO COST, OF THE CITY -OWNED PROPERTY LOCATED AT 150 NORTHEAST 19 STREET, MIAMI, FLORIDA, CONTAINING AN APPROXIMATE TOTAL LOT AREA OF 318,859 SQUARE FEET ("PROPERTY"), AS MORE PARTICULARLY DESCRIBED IN THE QUIT CLAIM CITY DEED ("DEED"), IN A FORM ACCEPTABLE TO GENERAL COUNSEL, PURSUANT TO SECTION 163.370, FLORIDA STATUTES, AND THE CRA REDEVELOPMENT PLAN; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE THE DEED FOR THE TRANSFER OF THE PROPERTY TO THE CRA; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ALL OTHER NECESSARY DOCUMENTS, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, AS MAY BE NECESSARY TO EFFECTUATE SAID CONVEYANCE. WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") wishes to request of the City of Miami ("City") the conveyance, at no cost, of the City -owned property located at 150 Northeast 19 Street, Miami, Florida, containing an approximate total lot area of 318,859 square feet ("Property"), as more particularly described in the Quit Claim City Deed ("Deed"), in a form acceptable to General Counsel; and WHEREAS, the Property lies within the CRA Redevelopment Area ("Redevelopment Area"); and WHEREAS, Section 163.370, Florida Statutes, and the CRA Redevelopment Plan ("Redevelopment Plan") authorize the CRA to acquire properties within the Redevelopment Area to "eliminate obsolete or other uses detrimental to the public welfare; or otherwise to remove or prevent the spread of blight or deterioration"; and WHEREAS, Section 9.1 of the Redevelopment Plan outlines areas in which the CRA is able to conduct its functions, amongst them the rehabilitation of the Property; and WHEREAS, upon the CRA's acceptance of title to the Property, the CRA shall authorize the rehabilitation and development of the Property; and WHEREAS, the CRA is interested in the Property for the provision of programs and projects as stated within its Redevelopment Plan; Packet Pg. 53 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 hereby adopted by reference thereto and incorporated herein as fully set forth in this Section. Section 2. The Executive Director is authorized to request of the City conveyance, at no cost, of the Property, as more particularly described in the Deed, in a form acceptable to the General Counsel, pursuant to Section 163.370, Florida Statutes, and the Redevelopment Plan. Section 3. The Executive Director is further authorized to negotiate and execute the Deed for the transfer of the Property to the CRA. Section 4. The Executive Director is further authorized to negotiate and execute all other necessary documents, in a form acceptable to the General Counsel, as may be necessary to effectuate said conveyance. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL Packet Pg. 54 OMNI Board of Commissioners Meeting June 21, 2017 2.5 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: June 15, 2017 and Members of the CRA Board Jason Walker Executive Director 2501 Subject: Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Park Enclosures: 2501 Backup -Global Agreement BACKGROUND: The attached Resolution of the Board of the Commissioners of the Omni Redevelopment District Community Redevelopment Agency ("CRA") authorizes the Executive Director to renegotiate the terms of the Interlocal Agreement concerning the CRA's contribution to the City of Miami for the Museum Park. JUSTIFICATION: Based on reports and recommendations from the Grand Jury Report filed on February 3, 2016 the CRA decided to make a number of positive commitments to enhance the functions of the CRA. The CRA has shifted its focus and will now put to the forefront the development of affordable and workforce housing, along with other major programs and projects. These projects will help in the removal of slum and blight and promote sustainability, development and spur job creation in the area. By opening the global agreement the CRA will be better situated to fulfill its redevelopment plans. We will renegotiate the terms pertaining to Museum Park to read a Twenty Eight Million Dollar ($28,000,000.00) funding into Omni CRA projects and the remaining Two Million ($2,000,000.00) Million Dollars to be contributed to the City of Miami for Museum Park. The CRA will also have more funds available for affordable housing, real property acquisitions and projects consistent with the removal of slum and blight. Packet Pg. 55 2.5 City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2501 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("OMNI CRA"), AUTHORIZING THE EXECUTIVE DIRECTOR TO RENEGOTIATE THE INTERLOCAL AGREEMENT ENTERED INTO ON DECEMBER 31, 2007, BETWEEN MIAMI-DADE COUNTY, THE CITY OF MIAMI, THE SOUTHEAST/OVERTOWN PARK WEST COMMUNITY REDEVELOPMENT AGENCY, AND THE OMNI CRA, SPECIFICALLY WITH RESPECT TO THE OMNI CRA'S THEN PROPOSED CONTRIBUTION FOR CAPITAL IMPROVEMENTS AT MUSEUM PARK, AS CONTAINED IN SAID AGREEMENT. WHEREAS, on June 24, 1996, Miami -Dade County ("County"), the City of Miami ("City"), and the Omni Redevelopment District Community Redevelopment Agency ("Omni CRA") entered into an Interlocal Cooperation Agreement setting forth specified redevelopment powers delegated to the City with respect to the Omni CRA; and WHEREAS, on December 31, 2007, the City, the County, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA), and the Omni CRA entered into an Interlocal Agreement, commonly referred to as the "Global Agreement," to provide funding for various projects that were deemed of great benefit to the community; and WHEREAS, on December 31, 2007, the County, the City and the Omni CRA entered in into a First Amendment to the Interlocal Cooperation Agreement dated June 24, 1996, to extend the life of the Omni CRA and expand the boundaries of the Omni Redevelopment Area; and WHEREAS, certain proposed financial contributions were outlined in the Global Agreement, with respect to funding from the Omni CRA towards capital improvements at Museum Park, located within the Omni CRA boundaries; and WHEREAS, pursuant to Resolution No. CRA-17-0020, adopted April 19, 2017, the Omni CRA has prioritized the development of affordable and workforce housing within the CRA boundaries; and WHEREAS, as a result of this shift in focus, the Omni CRA would like to renegotiate the 2007 Global Agreement, specifically concerning this financial contribution for Museum Park; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAIMI, 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 hereby authorizes the Executive Director to renegotiate the 2007 Global Agreement between the County, the City, the SEOPW CRA and the Omni CRA, specifically with respect to the Omni CRA's funding contribution for capital improvements at Museum Park, as contained in said agreement. Packet Pg. 56 Section 3. This Resolution shall become effective immediately upon its adoption. 2.5 APPROVED AS TO FORM AND CORRECTNESS: 0,4-c,-. VICTORIA MENDEZ, GENERAL COUNSEL Packet Pg. 57 2.5.a 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 This Agreement, dated as of December 31, 2007, is made and entered into by the City of Miami (the "City"), Miami -Dade County (the "County"), Southeast Overtown Park West Community Redevelopment Agency (the "SEOPW CRA") and the Omni Community Redevelopment Agency (the "Omni CRA"). The SEOPW CRA and the OMNI CRA are sometimes referred to herein, collectively, as the "CRAs". RECITALS A. The City, the County and the CRAs (collectively, the "Parties") acknowledge that the following projects (collectively, the "Projects") are of great benefit to the CRAs and the community in general, for reasons which include the reasons set forth below, and are supportive of said Projects: 1. Performing Arts Center (the "PAC"): This project has been, and continues to be a catalyst in attracting development and private investment within the OMNI CRA area as well as downtown Miami. 2. Port Tunnel (the "Port Tunnel"): This project consists of widening of the MacArthur Causeway Bridge, construction of a tunnel between Watson Island and Dodge Island and roadway improvements on Watson Island and the Port of Miami. It will ensure the economic viability and growth of the Port of Miami, the second most important economic generator in the region accounting for over 17,000 jobs and $2.2 billion annually in total economic benefit to the City and its residents. Further, the Tunnel Project will reduce congestion and improve the quality -of -life of the Omni CRA and SEOPW areas as well as downtown Miami by removing over 5,000 port -bound trucks per day from area streets. 3. Museum Park Project (the "Museum Park"): Museum Park is the City of Miami's urban redesign vision for the park now known as Bicentennial Park, a 29-acre property on Biscayne Bay which serves and will serve the residents of the OMNI CRA, the SEOPW CRA and well as the entire region. This project includes a premier public park anchored by landmark new facilities for the Miami Art Museum (MAM) and the Miami Museum of Science and Planetarium (MMSP), which will include a branch of the Historical Museum of Southern Florida. The building will be designed around energy -saving, sustainable materials and techniques. The goals of Museum Park include the restoration of the park's waterfront land to public use, revitalization of the OMNI CRA, the SEOPW CRA and surrounding neighborhoods, the building of a first-class educational and Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 58 2.5.a cultural resource for the region's residents and visitors, and will strengthen the economy by contributing to tourism, the region's number one industry. Studies indicate that over the course of their first decade, MAM and the MMSP at Museum Park will have a $2 billion economic impact and will create 1,700 jobs in the community annually. 4. Streetcar Project (the "Streetcar"): The Streetcar will provide an energy -efficient and convenient alternative mode of transportation connecting the City's - most densely populated and urbanized areas, including Downtown, Overtown, Omni, Wynwood/Edgewater, Midtown, Design District and the Civic Center/Health District. The Streetcar service will promote mass transit use and connect with Miami -Dade Transit (Metromover, Metrorail and Metrobus). The Streetcar circulator will substantially address the City's need to comply with State Bill 360, the Growth Management Act as a multi -modal project improving mobility and meeting transportation concurrency. 5. Orange Bowl Stadium (the "New Orange Bowl"): It is contemplated by the City that the New Orange Bowl may be redeveloped into a soccer stadium for a Major League Soccer franchise. It will also include parking, and may include retail, entertainment, park and open spaces and related amenities. The New Orange Bowl will be designed and developed to be compatible with the Baseball Project aesthetically and operationally. This project is intended to bring economic growth and vibrancy to the heart of Little Havana and surrounding corridors and neighborhoods. Funding for and construction of a New Orange Bowl will not commence until Major League Soccer awards Miami an expansion franchise. 6. Baseball Project (the "Baseball Project"): The Orange Bowl Site will be developed to include a new $515 million first class retractable roof Major League Baseball stadium for the use of the Florida Marlins. City and the County have been working together to bring professional baseball to the City of Miami and the availability of the Orange Bowl Site offers the perfect opportunity to combine professional baseball with the New Orange Bowl at a completed redeveloped Orange Bowl site with parking, retail, entertainment and related amenities. A major league baseball team will benefit the entire community and region, by, among other things, creating jobs and attracting tourism, providing both a direct and indirect increase in tax revenue. The Baseball Project will serve as an engine for economic development creating 250 full time and 2,000 part time jobs. In addition, construction of the project is expected to generate approximately 1,700 high paying jobs during the construction period of approximately 29 months. Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 59 2.5.a 7. Parking: The Orange Bowl site will be redeveloped to include at least 6,000 parking spaces to be funded by the City to support the Baseball Project and the New Orange Bowl which will be available for the opening of the Baseball Project. These parking structures are necessary and will benefit the entire community by supporting the economic development created by the aforementioned uses of the Orange Bowl site. B. The Parties agree that the development of the Projects requires the cooperation and commitment of all of the Parties to assist in identifying funding sources, reallocating the use of existing revenues, including TIF Revenues, and expanding the boundaries and extending the terms of the CRAs, all as hereinafter provided. NOW, THEREFORE, in consideration of the foregoing, the Parties agree as follows: 1. Recitals: The recitals are true and correct and are hereby incorporated into and made a part of this Agreement. 2. Agreement: The Parties agree to take all action necessary to accomplish the purposes of this Agreement, as hereinafter set forth, in a prompt and efficient manner. The parties acknowledge that the process of expanding the boundaries and extending the term of the OMNI and SEOPW CRAs, include the preparation and adoption of findings of necessity for the expanded areas and amendments to the corresponding redevelopment plans of the CRAs. The parties agree to cooperate and act expeditiously and in good faith in implementing the steps necessary to accomplish this purpose. 3. The OMNI CRA: The City, the County and the OMNI CRA agree to approve and execute an amendment (the "First Amendment to OMNI CRA Interlocal") in substantially the form attached hereto as Exhibit "A". The First Amendment to the OMNI CRA Interlocal provides the process the City, the OMNI CRA and the County will follow to extend the term of the OMNI CRA through 2030 and expand its boundaries to include Watson Island and Bicentennial Park. The City, the County and the OMNI CRA agree to cooperate and act expeditiously so as to present the finding of necessity and the amendment to the redevelopment plan to the Board of County Commissioners within 9 months following the execution of the First Amendment to OMNI CRA Interlocal. The City and the OMNI CRA agree to amend the redevelopment plan to include the projects listed below in their proposed amendment to the redevelopment plan and to propose using the amounts received by the OMNI CRA from the City and the County to fund those Projects required by it to fund in the manner described below. Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 60 2.5.a a. PAC (To the County for repayment of PAC Bonds and/or loans: In furtherance of such expeditious utilization of funds for the County's payment of debt service on the Performing Arts Center Bonds and/or Loans, the CRA shall remit to the COUNTY (a) on March 31, 2008 and every March 31 st thereafter ending on March 31, 2012, the first $1.43 million of Increment Revenue (as such term is defined in the First Amendment) plus an amount equal to thirty-five percent (35%) of the amount by which the Increment Revenue from the Omni Community Redevelopment Area exceeds $1.43 million; and (b) commencing March 31, 2013 and every March 31 thereafter until March 31, 2027, including any additional time extensions beyond March 31, 2027, an amount equal to the greater of $1.43 million or thirty-five percent (35%) of the Increment Revenue from the Omni Community Redevelopment Area; provided, however, the amounts to be remitted by the CRA as calculated in accordance with subsections (a) and (b) shall not exceed $25 million in any fiscal year. The City and County acknowledge that these funds are necessary to provide for the City and County contributions to the Baseball Project. b. Port Tunnel: $88 million .(approximately) to be paid to the City in annual installments commencing upon substantial completion of the Port Tunnel Project through 2030. This amount will fund the City's contribution towards the Port Tunnel project. c. Museum Park: An amount necessary to fund $68 million for capital improvements to the park component of the Project, to be funded by the OMNI CRA and completed by the City by no later than January 2012, and an annual contribution to the park's capital expenditure fund of $2 million, payable commencing on the date of substantial completion of the park component of the Project through 2030. 4. Tourist Development Tax (TDT) and Convention Development Tax (CDT) funds: The Parties acknowledge that the OMNI CRA Amendment will result in an increase in the availability of CDT and TDT revenues for projects other than the PAC, which the parties agree to use for the Baseball Project and the Parking/Balance of Orange Bowl Site. The City and County agree that the implementation of the OMNI CRA Amendment will permit the County to release additional sufficient TDT and CDT dollars so that municipal bonds may be issued for the redevelopment of the Orange Bowl site as follows: Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 61 2.5.a a. The Baseball Project: City: The City will fund $10 million from CDT revenues. County: The County will fund $88 million from TDT revenues and $10 million from tourist taxes (CDT or PST) revenues. b. Parking/Balance of Orange Bowl Site: The City will fund $50 million from CDT revenues. 5. The SEOPW CRA. a. The City and the SEOPW CRA agree to generate a Finding of Necessity study to substantiate the expansion of the boundaries of the SEOPW district to include the geographic area described in Exhibit "B" hereto. If the City and the SEOPW CRA each adopt a resolution, supported by data and analysis, which makes a legislative finding that the conditions in the area meet the criteria described in Section 163.340(7) or (8), the City and the SEOPW CRA agree to provide the County with the adopted Finding of Necessity study and resolutions for the Board's review and consideration, as set forth in Section 163.355, Florida Statutes. b. After making the legislative findings and adopting the Finding of Necessity study, the City and the SEOPW CRA agree to prepare and consider a resolution that approves, after a public hearing, an amendment to the Plan, which amendment shall (i) be in the form of the Amended 2004 Southeast Overtown/Park West Community Redevelopment Plan prepared by Dover, Kohl & Partners, but updated to include the projects proposed for the expanded boundaries; and (ii) extend the life of the SEOPW CRA to March 31, 2030; and (ii) expand the boundaries of the SEOPW District. If the City and the SEOPW CRA each adopt a resolution that approves the amendment to the Plan and that recommends to the County their approval of the amendment to the Plan, they agree to provide the County with the adopted amendment for review and consideration by the Board of County Commissioners after a public hearing, as set forth in Section 163.361, Florida Statutes. c. Upon receipt of the adopted Finding of Necessity and amendment to the Plan the County agrees to review, comment, prepare and recommend for the Board's consideration the Finding of Necessity and amended Redevelopment Plan. The CRA shall report such proposed modification to the boundaries of the Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 62 2.5.a redevelopment area to each taxing authority in writing or by oral presentation, or both, as required by Section 163.361(3)(a), Florida Statutes. The City and the SEOPW CRA agree that, in accordance with the provisions of Section 163.361, Florida Statutes, the Board shall only consider approval of the Finding of Necessity and the amended Plan after the SEOPW CRA has complied with the provisions of Section 163.361(3)(a), Florida Statutes. d. The City and the SEOPW CRA understand that the process of reviewing the amended Redevelopment Plan will entail mutual cooperation from the County, City and SEOPW CRA, and that delays in the review process may delay when the Board consider the items. The City, the SEOPW CRA and the County agree that the approval of this Agreement by the parties does not constitute approval of those matters in the Finding of Necessity and the amendment to the Plan which require approval by the SEOPW CRA, the City Commission and the Board. Therefore, the parties agree that as a matter of their sovereign power and legislative authority if the SEOPW CRA, the City Commission and/or the Board do not approve a resolution adopting the finding of necessity and/or the amendment to the Plan, the failure to approve such resolution or amendment to the Plan shall not be deemed an event of default under this Agreement and the parties shall not be liable to each other. e. The City, the County and the SEOPW CRA agree that commencing fiscal year 2017 and ending fiscal year 2030, the amount of TIF Revenues collected from the projects listed in Exhibit C budgeted annually for expenditure by the SEOPW CRA from the SEOPW CRA trust fund shall not exceed 50% of Increment Revenues collected from such projects in such fiscal year and deposited in the SEOPW CRA trust fund for such year. The City, the County and the SEOPW CRA agree that the SEOPW CRA shall return the balance of the Increment Revenues (45%) collected from the projects listed in Exhibit C for such year to each taxing authority which paid the increment in the proportion that the amount of the payment of such taxing authority bears to the total amount paid into the trust fund by all the taxing authorities for that year. It is the primary intent of the City and the County that SEOPW CRA tax increment revenues on deposit in the SEOPW Trust Fund will be allocated by the SEOPW CRA towards the development of affordable housing and related infrastructure in the SEOPW CRA district. f. The County agrees that it shall begin to make a $20 million contribution to the City to be applied toward the funding of the Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 63 2.5.a Streetcar project upon the later of (i) September 30, 2017 or (ii) the receipt of the requisite approvals for the streetcar project by the State of Florida and the MPO. The County's Streetcar project contribution may be made in a lump sum or in annual installments sufficient to issue tax—exempt municipal bonds with a debt service coverage dictated by the market commencing on the date of substantial completion of the streetcar project. 6. Annual Budget. The County agrees to waive any claims it may have to approve the annual budget for the CRAs for fiscal years prior to the fiscal year commencing October 1, 2008. 7. Waiver of Administrative Fee. The County agrees to waive the 1.5% administrative fee chargeable to the CRAs. 8. Extension of Reverter. The County agrees to place an item on the agenda for the first meeting of the Board of County Commissioners in January 2008, considering an extension of the reverter date of the properties described in Exhibit "D" or a re -conveyance of said properties to the City, if the reverter has already occurred. 9. Time of the Essence: Time is of the essence in the performance of this Agreement. 10. Condition Subsequent: The County, the City and the Florida Marlins, L.P. (the "Team") agree that the funding commitments to the PAC, as set forth in this Agreement and in the First Amendment to OMNI CRA Interlocal, and to the New Orange Bowl, as contemplated herein, shall be void unless a binding agreement for the Baseball Project (the "Baseball Stadium Agreement") is executed, containing the following provisions: (i) Total Baseball Stadium cost will not exceed $515 million; (ii) Team's contribution to the Stadium cost shall not be less than $155 million; (iii) Team will not request more than 6,000 parking spaces at the new Orange Bowl Site; (iv) The Team, the City and the County shall act in good faith and will be reasonable in negotiating the Baseball Stadium Agreement. 11. Severability: If one or more of the provisions of this agreement shall be held contrary to any provision of law or be held invalid, then such provision or provisions shall be null and void and shall be separate from, and have no effect on, the remaining provisions which shall continue to be legal and valid. IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written. Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 64 2.5.a By: Pe City of Miami on 4" dez, City Approved as to Form and Correctness Approved as to Insu By: Jorge Fernandez, City Attorney Attest: By: Approved as to Form and Legal Sufficiency: By: County Atto By: LeeAnn Brehm, Management quirements 'rector, Risk Miami -Dade County 41111. "us mailh. )CountYM or y Southeast Overtown Park West Community Redevelopment Agency Omni Community Redevelopment Agency Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 65 2.5.a Approved as to form and correctness: By: rge L. Fernandez CRA General Counsel oco JOINDER Florida Marlins, L.P. joins in the execution of this Agreement to acknowledge its agreement to the provisions contained in Paragraph 10. Florida Marlins, L.P. B Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 66 2.5.a First Amendment to Interlocal Cooperation Agreement dated June 24, 1996 by and among Miami -Dade County, the City of Miami and the Community Redevelopment Agency for the Omni District This First Amendment to Interlocal Cooperation Agreement ("First Amendment") is made and entered into this day of , 2007 by and among Miami -Dade County, a political subdivision of the State of Florida (the "County"), the City of Miami, a municipal corporation of the State of Florida (the "City") and the Community Redevelopment Agency for the OMNI district, a public body corporate and politic (the WITNESSETH WHEREAS, pursuant to Resolution No. R-280-96 adopted by the Board of County Commissioners of Miami -Dade County (the "Board") on March 19, 1996, the Board approved the terms and execution of an Interlocal Cooperation Agreement by and among the County, the City and the CRA (the "Interlocal"), which Interlocal was dated June 24, 1996 and contained provisions for the CRA to make certain payments to the County for the purpose of paying debt service on the Performing Arts Center Bonds; and WHEREAS, the Interlocal obligates the CRA to pay the first S1.43 million of tax increment fund revenues collected each year to the County for the payment of the County Debt Service Payment, which obligation ceases when the Performing Arts Center Bonds are no longer outstanding; and WHEREAS, construction costs for the Performing Arts Center have escalated and exceeded the estimated budget at the time of the original Interlocal; and WHEREAS, the County has issued additional Performing Arts Center Bonds and has borrowed funds pursuant to one or more loan agreements ("Loans") for the purpose of funding such higher construction costs of the Performing Arts Center; and WHEREAS, the County, the City, and the CRA recognize that the Performing Arts Center has been an enormous catalyst and remains such in attracting significant development and private investment to the City's Omni district; and WHEREAS, the catalytic impact of the Performing Arts Center to the Omni district has contributed to the substantial growth of the Omni district's tax roll which will provide resources for important future projects; and WHEREAS, the County, the City, and the CRA desire to provide additional tax increment revenues from the CRA for the purpose of paying debt service on all outstanding Performing Arts Center Bonds and Loans and to fund other CRA projects; and WHEREAS, the County, the City, and the CRA agree that the First Amendment Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 67 2.5.a to the Omni Community Redevelopment Plan, as supplemented by Addendum II, was approved by the Board on April 8, 1997; therefore, the term of the Omni District shall expire on September 30, 2027; and WHEREAS, the County, the City, and the CRA acknowledge their interest and the benefits of further extending the life and expanding the boundaries of the Omni district to, among other things, include infrastructure, the Port Tunnel and Museum Park projects; and WHEREAS, the County, the City, and the CRA acknowledge that, in order to expand the boundaries of the Omni District, it will be necessary to prepare and adopt a finding of necessity for the expanded area and amend the Community Redevelopment Plan for the Omni district (the "Plan"); and WHEREAS, the County, the City and the CRA acknowledge that the steps and corresponding period of time necessary to expand the boundary of the Omni district vary and agree to cooperate, act expeditiously and in good faith in implementing the steps, NOW THEREFORE, THE COUNTY, THE CITY AND THE CRA AGREE AS FOLLOWS: I. The recitations set forth above are true and correct and adopted as part of this First Amendment. II. All terms in capitalized form, unless otherwise defined in this First Amendment, shall have the same meaning as ascribed to them in the Interlocal. III. The Interlocal dated June 24, 1996, attached and made a part of this First Amendment is amended in the following respects: A. Article II, Section C, Project Financing, Subsection 1. is amended and restated to read as follows: The CRA shall administer and manage the Fund as required by law and develop and promulgate rules, regulations and criteria whereby the Fund may be promptly and effectively administered, including the establishment and the maintenance of books and records and adoption of procedures whereby the COUNTY may, expeditiously and without undue delay, utilize such funds in accordance with the COUNTY approved budget for the Performing Arts Center, and whereby the CRA may, expeditiously and without undue delay, utilize the funds other than those dedicated to the County for the purpose of paying debt service on the Performing Arts Center Bonds and/or Loans, in accordance with the COUNTY approved budget for those aspects of the PROJECT not related to the Performing Arts Center. In furtherance of such expeditious utilization of funds for the Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 68 2.5.a County's payment of debt service on the Performing Arts Center Bonds and/or Loans, the CRA shall remit to the COUNTY (a) on March 31, 2008 and every March 31st thereafter ending on March 31, 2012, the first $1.43 million of Increment Revenue (as such term is defined in this paragraph) plus an amount equal to thirty-five percent (35%) of the amount by which the Increment Revenue from the Omni Community Redevelopment Area exceeds S1.43 million; and (b) commencing March 31, 2013 and every March 31 thereafter until March 31, 2027, an amount equal to the greater of $1.43 million or thirty-five percent (35%) of the Increment Revenue from the Omni Community Redevelopment Area; provided, however, the amounts to be remitted by the CRA as calculated in accordance with subsections (a) and (b) shall not exceed $25 million in any fiscal year. "Increment Revenue" means all the Increment revenue (as such term is defined in Section 163.340(22) and calculated using ninety-five percent (95%) in the calculation pursuant to Section 163.387(1), Florida Statutes (2006)) from the Omni District (including any expanded boundaries). Exhibit A to this Amendment contains examples of the operation of this clause. The amounts to be remitted by the CRA in accordance with this Section shall be used for the purpose of paying debt service on all Performing Arts Center Bonds and/or any Loans (the "County Debt Service Payment"). The CRA's last payment to the County of the amounts set forth above shall occur on March 31, 2027. The parties agree that the term of the Omni District and the CRA shall expire on September 30, 2027 and all remaining funds on deposit in the Fund shall be remitted to the applicable taxing authorities as provided in the Act. If the County sells any additional Performing Arts Center Bonds or incurs any additional Loans with regard to the Performing Arts Center, the COUNTY shall ensure that all documentation relating to such Bonds or Loans shall limit the liability of the CRA to the amounts due from the CRA to the County as provided in this Agreement. The CRA shall be annually compensated for all administrative services rendered with respect to any and all aspects of the PROJECT subject to availability of revenue in the Fund. Such administrative expenses payable out of the Fund shall be capped at an amount not to exceed twenty percent (20%) of the annual budget approved by the COUNTY. C. Article II, Section C, Project Financing, Subsection 4. is amended and restated to read as follows: The CRA may issue bonds and/or incur indebtedness required to finance the PROJECT provided such bonds and/or indebtedness is subordinate to all Performing Arts Center Bonds and/or Loans; provided, however, such subordinate bonds and/or indebtedness shall mature not later than September 30, 2027. The subordination of bonds and/or indebtedness issued by the CRA referred to in the preceding sentence shall relate to the Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 69 2.5.a amount of Increment Revenue reserved for the COUNTY pursuant to the provisions of Article II, Section C, subsection 1 above. Prior to the issuance of any bonds or the incurrence of any indebtedness, the COUNTY shall review and approve all related documents and agreements. The CRA shall not withhold the payment to the County of the amount of Increment Revenue reserved for the COUNTY pursuant to the provisions of Article II, Section C, subsection 1 above for any reason, notwithstanding any other activities, actions, claims, or causes of action related to the PROJECT. Add Article VI titled Other Provisions to read as follows: A. Amendment to Plan. (a) The City and the CRA agree to generate a Finding of Necessity study to substantiate the expansion of the boundaries of the Omni district to include a geographic area, which will include Bicentennial Park and Watson Island. If the City and the CRA each adopt a resolution, supported by data and analysis, which makes a legislative finding that the conditions in the area meet the criteria described in Section 163.340(7) or (8), the City and the CRA agree to provide the County with the adopted Finding of Necessity study and resolutions for the Board's review and consideration, as set forth in Section 163.355, Florida Statutes. (b) After making the legislative findings and adopting the Finding of Necessity study, the City and the CRA agree to prepare and consider a resolution that approves, after a public hearing, an amendment to the Plan, which amendment shall (i) extend the life of the CRA to March 31, 2030; and (ii) expand the boundaries of the Omni District; and (iii) to add the Port Tunnel and the Museum Park as projects eligible for tax increment financing. If the City and the CRA each adopt a resolution that approves the amendment to the Plan and that recommends to the County their approval of the amendment to the Plan, they agree to provide the County with the adopted amendment for review and consideration by the Board of County Commissioners (the "Board") after a public hearing, as set forth in Section 163.361, Florida Statutes. (c) Upon receipt of the adopted Finding of Necessity and amendment to the Plan the County agrees to review, comment, prepare and recommend for the Board's consideration the Finding of Necessity and amended Redevelopment Plan. The CRA shall report such proposed modification to the boundaries of the redevelopment area to each taxing authority in writing or by oral presentation, or both, as required by Section 163.361(3)(a), Florida Statutes. The City and the CRA agree that, in accordance with the provisions of Section 163.361, Florida Statutes, the Board shall only consider Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 70 2.5.a approval of the Finding of Necessity and the amended Plan after the CRA has complied with the provisions of Section 163.361(3)(a), Florida Statutes. (d) The City and the CRA understand that the process of reviewing the amended Redevelopment Plan will entail mutual cooperation from the County, City and CRA, and that delays in the review process may delay when the Board consider the items. B. Limitations on Approvals. The City, the CRA and the County agree that the approval of this Agreement by the parties does not constitute approval of those matters in the Finding of Necessity and the amendment to the Plan which require approval by the CRA, the City Commission and the Board. Therefore, the parties agree that as a matter of their sovereign power and legislative authority if the CRA, the City Commission and/or the Board do not approve a resolution adopting the finding of necessity and/or the amendment to the Plan, the failure to approve such resolution or amendment to the Plan shall not be deemed an event of default under this Agreement and the parties shall not be liable to each other. C. Annual Budget. The County agrees to waive any claims it may have to approve the annual budget for the Omni District for fiscal years prior to the fiscal year commencing October 1, 2008. D. Waiver of Administrative Fee. The County agrees to waive the 1.5% administrative fee chargeable to the Omni District. IV. In all other respects, the Interlocal Cooperation Agreement is ratified and confirmed. V. In the event of any conflict between the Interlocal Agreement and this First Amendment, the terms of the First Amendment shall control. VI. The City, the CRA and the County agree that the CRA's funding commitment to the County for County Debt Service Payment, as set forth in Section III. A. of this First Amendment, shall be void unless a binding Baseball Stadium Agreement between the County, the City and the Florida Marlins is executed, containing the following provisions: A. The total baseball stadium cost will not exceed $515 million; B. The Florida Marlin's contribution to the stadium cost shall not be less than $155 million; C. The Florida Marlins will not request more than 6,000 parking spaces at the new Orange Bowl site. D. The Florida Marlins, the City and the County shall act in good faith and will be reasonable in negotiating the aforementioned Baseball Stadium Agreement. IN WITNESS WHEREOF, the parties have caused this First Amendment to be Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 71 2.5.a executed in their names by their duly authorized officers, all as of the day and year first above written. City of Miami, a municipal corporation Miami -Dade County, a political subdivision of the State of Florida of the State of State of Florida By: By: Pedro G. Hernandez George Burgess City Manager City Manager ATTEST: By: By: Priscilla A. Thompson, City Clerk Deputy Clerk Approved as to form and correctness: Approved as to form and legal sufficiency: By: By: Jorge L. FernandezM/ City Attorney County Attorney Omni Redevelopment District Community Redevelopment Agency, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") By: James H. Villacorta, Executive Director ATTEST: Approved as to form and legal sufficiency: By: By: Priscilla A. Thompson Jorge L. Fernandez Clerk of the Board CRA General Counsel Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 72 2.5.a EXHIBIT "A" TO First Amendment to Interlocal Cooperation Agreement dated June 24, 1996 by and among Miami -Dade County, the City of Miami and the Community Redevelopment Agency for the Omni District Assume: Then: EXAMPLE 1 i. Payment is due March 31, 2008. Increment Revenue is equal to $12,000,000. The CRA shall remit to the County the total of: (a) $1,430,000; plus (b) 35% multiplied by ($12,000,000 minus $1,430,000) or 35% multiplied by S10,570,000 (which is an amount equal to $3,699,500). Therefore the amount the CRA shall remit to the County on March 31, 2008 is equal to $1,430,000 plus $3,699,500 or $5,129,500. Assume: Then: EXAMPLE 2 (1) Payment is due March 31, 2012. (2) Increment Revenue is equal to $15,000,000. The CRA shall remit to the County the greater of: (1) $1,430,000; or (2) 35% multiplied by $15,000,000 (which is an amount equal to $5,250,000). Therefore, the amount the CRA shall remit to the County on March 31, 2012 is equal to $5,250,000. Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 73 2.5.a EXHIBIT "B" PROPOSED SEOPW CRA EXPANDED BOUNDARIES [attached] Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 74 2.5.a • ..":-.4 1.1 *lb lig. •\ ' itailii. A ge : NSIiiiii1istit.._, ' " A "1"liF i 111.11WIElliii fl 4lik All liainlillit iiiitli.seNre i "11 mir *4,2771r- , 111111111114,01lb •'''--1 IP '111111111;lillat tem um r,tilitil 1711k. ir. . °AMIE ...Z1'1' -.... 5111111i :111111111.‘ flhlI , 1111 InrilliElarM11171MITIM • Eittl 61:11.1i Mir r • -i 1111111111 41.11111P11111 HI I Mali NEIN 01111111MIME 111192.T. 1119111311.111. Ii nipalp; Pilisu liotisisV 111:1•11.1" m",-""I!! Al:g1,01 d ;111111P Oil 'NH :61(1117. la Ai 1 ..iTgaa Foos! on T... • cr. milli Sillily il T!jjml 1% , ai t!inilliNia111111_1111111111111111146, 1111111Wissoissi 111111.0? Map 3 E 2 'eE a) E a) 0 00 r-- 0 w a) 0 a) a) 0 8 5 a) a) X LL1 a) 0 — a (Ni a) a) 8, 0 0. 03 cNi E _c 1 Packet Pg. 75 2.5.a EXHIBIT "C" [attached] Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 76 LL '6d le loed .iNNNI k+NiiNNi AlliR''ri'jNXN' !1'I`I 'li: or 4111444 t.Fu.i li!ii'rM "4 ;I6 1.; fill NW IC *[. :"I �nnmm�n'n ! ail 145P, l.:ei:ik'i'misilir. µ:iFr:is!rirhlrlt!LJi ( !'�Ia1:11:T. liFM+N'liliNip!kNNir. N;:rii. ' ,Is.'yM Ii:k[.It.i'RX!ik:r ':4FiNlea [ikefi'ir1111pM..Flalt N. FI LARGE SCALE DEVELOPMENT REPORT SEOPW IDeei:d'kp rhi Pr11Ni 1111111101, Ni.kfFF':it ifkikrikllil* e: ; ii �"� ''p€elsiA �f h3F: `it:elk�ti�mkeiiY :�:.R:�iiF. j'14 1I6uJ14F eiF.:11, '....__ ._. riii::iiiii:ii:'iii4":i �'�:ghlNi'WN' ',r,J,!c:d:NF:lrylhi ! Ili[1011. rn Assumed to be completed by December 2010 to be included in Jamey 2011 roll For FY 2012", Assumed to be completed by December 2011 to be included in January 2012 roll for FY 2013 operations Assumed to be completed by December 2012 to be included in January 2013 roll for FY 2014 operations Asauteed to be completed by December 2013 to be included in January 2014 roll for FY 2015 epetatiany Too preliminary for inclusion kkl!N I '1: •.rani ke•Nki rmon NN1i!!IiINliiiiiilr"" .Y,!41s5111:N:N:.14N; it 258,988,500 435,520,325 0 1p 15,349,294 18,000,000 3.' 01310%101Nal 1 13111-A ' .................... .......... 1^11k 11,111 1la a 14V4A01. IN410111 Total $2,765,024,567 t „f 1 Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum l5'az 2.5.a EXHIBIT "D" PARCEL "A": CERTAIN LOTS IN BLOCK 36 OF P.W. WHITE'S RE -SUBDIVISION: Lots 1, 2, 3, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19, 22, 23, 24, 26, 27, 30, 31, 32, 33, 34, 35, 38, 39, 40, 41, 42, 43, 46,47 and 48 in Block 36 of P.W. WHITE'S RE - SUBDIVISION, according to the Plat thereof, recorded in Plat Book 'B' at Page 34 of the Public Records of Miami -Dade County, Florida; LESS that portion thereof lying within the Metropolitan Dade County Metrorail right-of-way which is described as follows: Begin at the Southeast corner of said Block 36; thence run S 87°46'59" W, along the South line of said Block 36, for a distance of 1.53 feet; thence run N 04°44'53" W for a distance of 187.90 feet to a point of intersection with the arc of a circular curve concave to the Southwest, the center of which bears S 82°00'08" W from said point of intersection; thence run Northwesterly along the arc of said circular curve concave to the Southwest, having a radius of 987.00 feet, through a central angle of 06°39'50", for an arc distance of 114.79 feet to the point of intersection with the North line of said Block 36; thence run N 87°'46'14" E, along the North line of said Block 36, for a distance of 27.71 feet to the Northeast corner of said Block 36; thence run S 02'16'19" E, along the East line of said Block 36, for a distance of 301.01 feet to the Point of Beginning. PARCEL "B": BLOCK 45N OF A.L. KNOWLTON'S MAP OF MIAMI: Lots 1 through 12 inclusive in Block 45N of A.L. KNOWLTON'S MAP OF MIAMI according to the Plat thereof, as recorded in Plat Book 'B' at Page 41 of Public Records of Miami -Dade County, Florida. PARCEL "A": BLOCK 56N OF A.L. KNOWLTON'S MAP OF MIAMI: Lots 1 through 12 inclusive in Block 56N of A.L. KNOWLTON'S MAP OF MIAMI according to the Plat thereof, as recorded in Plat Book 'B' at Page 41 of Public Records of Miami -Dade County, Florida. ors:Document GLOBAL AGREEMENT 12-18-07 as amended Attachment: 2501 Backup -Global Agreement (2501 : Authorizing the Executive Director to Renegotiate the 2007 Global Agreement - Museum Packet Pg. 78 OMNI Board of Commissioners Meeting June 21, 2017 2.6 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM Board Chair Ken Russell Date: June 15, 2017 and Members of the CRA Board Jason Walker Executive Director 2502 Subject: Omni CRA's Contribution to the Museum Park Enclosures: 2502 Exhibit A 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 a contribution to the Museum Park for Capital Improvements. JUSTIFICATION: The Museum Park is located within the boundaries of the Omni Community Redevelopment Agency. The Board of Directors of the Museum Park has expressed an interest in making capital improvements to the Museum Park to benefit the community. Page 51 of the Omni 2009 Redevelopment Plan highlights that there are very little recreational opportunity within the CRA. On page 99 of the 2009 Redevelopment Plan the improvements to the area supporting the Media/Entertainment district namely the Museum Park is listed a high priority item. Together with the new initiatives to put forward affordable, workforce housing and improvements in the area, the Omni will contribute Two million Dollars (2,000,000.00) to the City of Miami for Museum Park Improvements. FUNDING: $2,000,000.00 allocated from OMNI Tax Increment Fund, entitled "Interfund Transfers" Account No. 10040.920501.891000. Packet Pg. 79 2.6 City of Miami Legislation OMNI CRA Resolution OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 2502 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("OMNI CRA"), WITH ATTACHMENTS, AUTHORIZING THE ISSUANCE OF A PAYMENT IN THE AMOUNT OF TWO MILLION DOLLARS ($2,000,000.00) CURRENTLY IN THE OMNI CRA RESERVE ACCOUNT, ATTACHED AND INCORPORATED AS EXHIBIT "A," TO THE CITY OF MIAMI TO BE ALLOCATED FOR CAPITAL IMPROVEMENTS AT MUSEUM PARK; AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY TO EFFECTUATE THIS PAYMENT, IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL. WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("Omni CRA"), by Resolution No. CRA-R-16-0043, adopted on September 13, 2016, accepted and adopted its Special Revenue Fund Budget for the fiscal year commencing October 1, 2016 and ending September 30, 2017; and WHEREAS, on April 19, 2017, the Omni CRA adopted Resolution No. CRA-R-17-0023, accepting and adopting its Amended Budget, attached and incorporated as Exhibit "A"; and WHEREAS, the City of Miami ("City") wishes to implement certain capital improvements at Museum Park ("Park"), located in the City of Miami and Omni CRA; and WHEREAS, the Bayfront Park Management Trust ("Trust") is a limited agency and instrumentality of the City, and manages and operates the Park; and WHEREAS, the Omni CRA wishes to release two million dollars ($2,000,000.00) to the City to fund such capital improvements at Museum Park ("Payment"); and WHEREAS, upon receipt of the Payment, the City shall transfer said funds to the Trust for such capital improvements; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF AMIMI, 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 hereby authorizes the release of a payment of two million dollars ($2,000,000.00) to the City for the purposes of funding certain capital improvements at Museum Park. Packet Pg. 80 Section 3. The Omni CRA hereby authorizes its Executive Director to negotiate and execute any and all documents necessary to effectuate such payment. 2.6 Section 4. Upon receipt of the Payment, the City shall transfer said funds to the Trust for such capital improvements. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL Packet Pg. 81 FY 2017 AMENDED BUDGET 4/10/2017 EXHIBIT 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 $0 Total TIF Revenues $17,416,309 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 $0 MIDTOWN CRA- CONTRIBUTION TO CRA OPERATING BUDGET $0 $0 $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 $9,151,422 -$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 $7,232,765 $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 $84,916 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 T.td Administrative bp.nd0Nr.. 51,160,350 RESERVE FOR MIDTOWN ADM EXPENDITURES $46,632 $0 $46,632 RESERVE FOR SECURITY DEPOSIT - MEC $125,000 $125,000 $0 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 S27,105,271 -$770,794 So S0 S0 A) B) C) 2017 TIF Revenue 2017 TIF Rev for Affordable Housing % 2017 Budget for Affordable Housing $17,415, 309 $1,741,531 Refer to Item 10 and 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: 2502 Exhibit A (2502 : Omni CRA's Contribution to the Museum Park) Packet Pg. 82 2.6.a Description Category Approval Date Reso aY 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 $a $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 $0 $150,00 11 Available for Other Contractual Services - Proposed Budget $250,000 - $150,000 allocated to Other Consultants Administration NR $100,000 $0 $100,00 Subtotal $1,057,000 $15,643 $1, 041,35 Funding Source Carryover Fund Balance FY 2017 TIF Revenue 515,000 SO $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 I $100,000 $0 $1,041,357 $0 $1,041,357 $0 $15,000 $354,700 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 $1,041,357 $671,657 Attachment: 2502 Exhibit A (2502 : Omni CRA's Contribution to the Museum Park) Packet Pg. 83 2.6.a Description Category Approval Date Reso # Amount Budgeted Amount Expended Remaining Balance 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 Dec-07 2007 Global Agreement $4,249,500 $0 $4,249,500 Other Current Charges and Obligations 2 3 Estimated 2007 Global Agreement Payment - Performing Art Center Available for real estate acquisition Infrastructure Dec-07 2007 Global Agreement $6,095,358 50 $6,095,358 Infrastructure NR $2,000,000 $0 $2,000,000 Interfund Transfer (Grant) 4 2015-2016 Policing Services - Clty of Miami Quality of Life 10/22/2015 15-0043 $710,000 $468,787 $241,213 5 Grant to the City of Miami Police Department for the Expanded Police Program Quality of Life 12/14/2016 16.0063 $500,000 $o $500,000 6 2017 Children Trust Contribution Quality of Life Dec-07 Interlocal Agreement $713,820 $0 $713,820 Subtotal $13,554,858 $468,787 $13,086,071 Funding Source Carryover Fund Balance FY 2017 TIF Revenue $0 $4,249,500 $0 $6,095,358 50 $2,000,000 $241,213 $0 $0 $500,000 $0 $713,820 $241,213 $13,558,678 $241,213 $13,558,678 Total Budget Amount (Interfund Transfer (Debt Service), Debt Service, Purchase of Land and Interfund Transfer (Grant) NR - No CRA Resolution R - CRA Resolution Passed $2,000,000 $11,799,891 $13,799,891 $13,799,891 $4,249,500 $6,095,358 $2,000,000 $1,455,033 Attachment: 2502 Exhibit A (2502 : Omni CRA's Contribution to the Museum Park) 3 Packet Pg. 84 2.6.a Description Category Approval Date Reso q 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 $0 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 $0 560,000 $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 $150,000 $26,214 $123,786 $123,786 $O 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 50 $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 $O $905,000 $905,000 50 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: 2502 Exhibit A (2502 : Omni CRA's Contribution to the Museum Park) 4 Packet Pg. 85 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 8-30538. 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 $1,868,766 $7,232,765 $3,857,930 $3,374,835 53,857,930 $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: 2502 Exhibit A (2502 : Omni CRA's Contribution to the Museum Park) Packet Pg. 86 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 $532,060 I $40,703 I $40,703 I $48,000 $5,000 I $48,000I $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 $24,150 $3,900 $9,000 $2,700 $2,400 $2,000 $20,000 $30,000 $30,000 $10,800 $3,500 $6,000 $10,300 $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: 2502 Exhibit A (2502 : Omni CRA's Contribution to the Museum Park) 6 Packet Pg. 87 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 $214,27I $5,000 $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 $30,000 $3,600 $3,600 $2,000 $2,000 To include the cost associated to any office/truck repair. $2,000 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 $2,000 $17,500 $17,500 $1,160,350 Attachment: 2502 Exhibit A (2502 : Omni CRA's Contribution to the Museum Park) Packet Pg. 88