HomeMy WebLinkAboutCRA-R-17-0001 Exhibit SUBTHIS DOCUMENT 1S A SUBSTITUTION TO
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Prepared By:
William R. Bloom, Esq.
Holland & Knight LLP
701 Brickell Avenue, Suite 3300
Miami, FL 33131
AMENDED AND RESTATED MIAMI WORLDCENTER
ECONOMIC INCENTIVE AGREEMENT
THIS AMENDED AND RESTATED MIAMI WORLDCENTER ECONOMIC
INCENTIVE AGREEMENT (the "Agreement") is made as of this day of
2017, by and between MIAMI FIRST. LLC, a Delaware limited liability company, MIAMI
THIRD. LLC. a Delaware limited liability company, MIAMI FOURTH, LLC, a Florida limited
liability company. MIAMI A/I. LLC, a Delaware limited liability company. Miami SPE, LLC, a
Florida limited liability company. BLOCK G PHASE 1 LLC. a Florida limited liability company
and BLOCK G PHASE 2 LLC, a Delaware limited liability company and TOWER 2, LLC, a
Delaware limited liability company (collectively, the "Landowners"), and the SOUTHEAST
OVERTOWNIPARK WEST COMMUNITY REDEVELOPMENT AGENCY. a public agency
and body corporate created pursuant to Section 163.356, Florida Statutes (the ``CRA"). and with
the joinder of MIAMI WORLDCENTER HOLDINGS, LLC, a Delaware limited liability
company ("MWC Holdings"), as Incentive Payment Administrator under Section 4.2.3 hereof .
RECITALS:
A. The CRA and MIAMI FIRST, LLC, a Delaware limited liability company,
MIAMI SECOND, LLC, a Delaware limited liability company. MIAMI THIRD, LLC. a
Delaware limited liability company. MIAMI FOURTH. LLC, a Florida limited liability company,
MIAMI A/I, LLC, a Delaware Limited liability company (collectively, the "Original Master
Developer"), and FORBES MIAMI NE 1 s r AVENUE LLC, a Michigan limited liability
company ( the "Retail Developer"), entered into the Miami WorldCenter Economic Incentive
Agreement dated as of March 2, 2015 which was recorded March 16, 2015, in Official Records
Book 29539, at Page 1182 of the Public Records of Miami -Dade County Florida (the "Original.
Agreement").
B. By Special Warranty Deed dated as of January 28, 2016 and recorded Manuary
29, 2016 in Official Records Book 29942. at Page 2173, of the Public Records of Miami -Dade
County Florida. MIAMI A/I, LLC, a Delaware limited liability company (Miami ALP'), acquired
the Retail Property from the Retail Developer. thereby consolidating the entirety of the Property
that is the subject of the Original Agreement into the Original Master Developer.
C. After the acquisition of the Retail Property by Miami Alt. Original Master
Developer, as consolidated fee owner of the entirety of the Property, assigned all rights under the
Original Agreement with respect to the Incentive Payment (as defined in the Original
Agreement), to MWC Holdings by that certain Assignment of Incentive Payment dated effective
February 1. 2016.
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D. After the acquisition of the Retail Property by Miami A/I. Original Master
Developer also effected various direct and indirect conveyances of the Property such that, as of
the date hereof, Landowners are now the owners in fee simple of the entirety of all of the
Property under the Original Agreement.
E. As a result of changes to the Project, as defined in the Original Agreement. the
Landowners, with the joinder of MWC Holdings. and the CRA desire to amend and restate the
Original Agreement in its entirety as hereinafter provided.
NOW THEREFORE, in consideration of the foregoing and of the covenants and
agreements hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged. Landowners and the CRA hereby agree as
follows:
1. RECITALS. The Recitals to this Agreement are incorporated herein by reference
and made a part hereof.
2. DEFINITIONS. The following terms used in this Agreement shall have the
following meanings:
2.1
term in Section 4.1.
'`Anticipated Development Value`' shall have the meaning ascribed to said
2.2 "Base Year" shall mean the calendar year preceding the calendar year in
which the tax rolls for the County with respect to any Folio Number with respect to a portion of
the Property on which an Improvement has been constructed reflecting an increase in the
assessed value of that portion of the Property as a result of the Substantial Completion of such
Improvement. For avoidance of any doubt, each Improvement constructed after March 3. 2015.
shall have a separate Base Year.
2.3 '`Bond Obligations" has the meaning ascribed to such term in Section 5.1.
2.4 "Children's Trust' means that certain independent special district
authorized pursuant to Section 1.0I.A.1 I of the County Home Rule Charter and Section 125.901.
Fla. Statutes, for the purpose of providing funding for children's services throughout the County.
2.5 "City'- means the City of Miami, a municipal corporation of the State of
Florida.
2.6 "City Approval" means the approval by the City Commission of the City
of the CRA Budget for the applicable year.. which CRA Budget includes the applicable [ncentive
Payment.
2.7 "CBE-AIE" has the meaning ascribed to such term in Section 3.1.3 and
Section 10-33.02 of the County Code of Ordinances, as amended.
2.8 "CBE-AIE Noncompliance Funds- has the meaning ascribed to such term
in Section 3.l.3(iv}.
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2.9 "CBE-AIE Participation Requirement" has the meaning ascribed to such
term in Section 3.l.3(i).
2.10 `'Consumer Price Index" means the Consumer Price Index published by
the Bureau of Labor Statistics of the United States Department of Labor as the Consumer Price
Index for All Items. Miami -Ft. Lauderdale, Florida. Base Year 1982-1984=100, or its equivalent.
2.11 "Contractors" means the General Contractor and all Subcontractors
engaged to construct all or any portion of an Improvement.
2.12 "County'. means Miami -Dade County. a political subdivision of the State
of Florida.
2,13 "County Approval'" means the approval by the Board of County
Commissioners of the County of the CRA Budget for the applicable year which includes the
applicable Incentive Payment is a part.
2.14 "County Labor Participation Requirement" has the meaning ascribed to
such term in Section 3.1.1.2(i).
2.15 "County Labor Non -Compliance Fund" has the meaning ascribed to such
terms in Section 3.1.1.10.
2.1€ "County Targeted Zip Codes" has the meaning ascribed to such term in
Section 3.1.1.2.(i)(e).
2,17 "CPI Percentage Increase'' has the meaning ascribed to such term in
Section 3.1.1.5.i.
2.18 "CRA" shall have the meaning ascribed to the term in the introductory
paragraph.
2.19 "CRA Approval" means the approval by the CRA Board of the annual
CRA Budget which includes a line item for the Incentive Payment for the applicable year.
2.20 "CRA Board" means the board of commissioners of the CRA.
2.21 ''CRA Budget" means the annual budget for the operation of the CRA
approved by the CRA Board. subject to City Approval and County Approval.
2.22 "CRA Targeted Zip Codes" has the meaning ascribed to such term in
Section 3.I.1 2(i)(c).
2.23 "Effective Date" means the date of execution and delivery of this
Agreement by all parties hereto.
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2.24 "Electrical Workers"" refers to the trade classifications as such tern is used
in Section 2-11.16 of the County Code and the Supplemental General Conditions Wage &
Benefits Schedule, Construction Type: Building, as the same may be amended from time to time.
2.25
in Section 3.1.1.13.
"Erroneous Hourly Wage Payment" has the meaning ascribed to such term
2.26 "Erroneous Responsible Wage Payment" has the meaning ascribed to such
term in Section 3.1.1.14.
2.27
``Executive Director" means the executive director of the CRA.
2.28 "`Existing Improvement Renovation" means renovations to the buildings
and improvements described on Exhibit "I -I" attached hereto.
2.29 "Extension Interlocal Agreement" means that Interlocal Agreement
between the City, the County and the CRA with respect to the extension of the life of the CRA
through March 31, 2042.
2.30 "First Source Hiring Agreement Motel/Retail/Officer has the meaning
ascribed to said term in Section 3.1.4.
2.31 `'General Contractor" means the general contractor engaged for any
Improvement to the Property.
2.32 "Global Agreement means that certain Interlocal. Agreement between the
City. the County, the CRA and the Omni Community Development Agency dated as of
December 31.2007_
2.33 "Grant Obligations" shall have the meaning ascribed to such term in
Section 5.1.
2.34 Improvement" means any building or other improvement developed on
the Property subsequent to March 3. 2015, excluding the Public Infrastructure Improvements
specifically listed on Exhibit D, Tenant Improvements, and Existing Improvement Renovations.
2.35 "Incentive Payment" shall have the meaning ascribed to such term in
Section 4.2, i .
2.36 "Incentive Payment Administrator" shall have the meaning ascribed to
such term in Section 4.2.3.
2.37 "Incremental TIF" shall mean, for each tax year. the tax increment
revenues. if any, actually received by the CRA from the County and City with respect only to
Improvements Substantially Completed (as such term is defined hereinafter) on the Property after
the March 3, 2015 after deduction for any (i) allocable administrative charges imposed by the
County and the City (but not administrative costs associated with the operation of the CRA), (ii]
all allocable charges and/or payments to or for the benefit of the Children's Trust, (iii) other
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adjustments to the assessed value of the Improvements made by the City and/or County as a
result of challenges or tax contests with respect to the assessed value of any of the Improvements.
(iv) any payments that the CRA is required to make to the City and the County under the terms of
the Global Agreement, if any. and (v) reductions in tax increment revenues to the CRA as a result
of (a) dedications made subsequent to the March 3, 2015 resulting in any reduction in the tax
increment revenues paid to the CRA with respect to the portion of the Property so dedicated and
(b) demolition of any improvements located on the Property as of the March 3, 2015. For
avoidance of any doubt, Incremental TIF specifically does not include any incremental revenues
associated with the land comprising the Property or improvements on the Property located on the
Property as of March 3, 2015. If the Tax Assessor discontinues having a separate breakdown
between the assessed value of the land and the assessed value of the improvements. the assessed
value of the land shall be deemed to be either (i) the assessed value of the land as of the Base
Year if the Tax Assessor is no longer making a separate breakdown of the assessed value of the
land and the assessed value of the improvements as of the Base Year; or (ii) if the change occurs
after the Base Year the last year where the Tax Assessor has made a separate breakdown of the
assessed value of the land after the Base Year and in either event such assessed value of the land
shall be deemed to increase three and a half percent (3.5%) per annum for each year thereafter,
compounded annually.
2.38 "Labor Participation Requirement' has the meaning ascribed to said term
in Section 3.1.1.1(0.
2.39 "Labor Non -Compliance Funds" shall have the meaning ascribed to such
terns in Section 3.1.1.9.
2.40 "Landowner(s)" shall have the meaning ascribed to such term in the
introductory paragraph.
2.41 "Master Developer" shall mean MWC Holdings. as Incentive Payment
Administrator hereunder, and those of the Landowners that are subsidiaries of MWC Holdings
and being MIAMI FIRST, LLC, a Delaware limited liability company, MIAMI THIRD, LLC, a
Delaware limited liability company, MIAMI FOURTH, LLC, a Florida limited liability company.
MIAMI A/I, LLC, a Delaware limited liability company, Miami SPE, LLC, a Florida limited
liability company.
2.42 "Miami WorldCenter District'" means the Miami Worldcenter Community
Development District, an independent special district authorized pursuant to Chapter 190, Fla.
Statutes, and constituted for the purpose of financing, constructing, and maintaining (in whole or
in part) the Public Infrastructure Improvements within the Miami Worldcenter District.
2.43 "Minimum Hourly Wage Rate Penalty" shall have the meaning ascribed to
such in Section 3.1.I.13.
2.44 "Minimum Hourly Wage Rates" shall have the meaning ascribed to such
in Section 3.1.1.5(i).
2.45 "Monetary Award" shall have the meaning ascribed to such in Section
3.1.1.13.
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2.46 "Participation Reports" shall have the meaning ascribed to such term in
Section 3.1.1.7,
2.47 "Phase" means either Phase I or Phase II, as applicable.
2.48 "Phase I" means the Phase I Retail, the Tract A Condominium. the Tract A
Apartments, the Tract A Coininercial, the Tract A Garages, the Tract A Mixed -Use Building. the
Block G Apartments - Phase I and the Block G Apartments — Phase II, as more particularly
described on Exhibit "B„ attached to and made a part of this Agreement, and any other
Improvement(s) which may be constructed on that portion of the Property shown on Exhibit "B"
as constituting a portion of Phase 1.
2.49 "Phase II" means the Phase II — Block A. Phase II — Block B, and Phase II
— Block E as more particularly described on Exhibit "B" and any other Improvement that may be
constructed on that portion of the Property shown on Exhibit "B'' constituting a portion of Phase
II.
2.50 "Phase 1 Completion" means the Substantial Completion of all the
Improvements identified as being included in Phase I as identified on Exhibit "B" and all of
Phase I being included on the tax rolls as a result of the Substantial Completion of all of the
Improvements identified as being included in Phase I. For avoidance of any doubt, any
additional improvements included in Phase I but not described on Exhibit "B" shall not be
considered for the purpose of this definition.
2.51 "Principal Place of Business'" means the location of the primary office or
central office of a Subcontractor. If the Subcontractor has only one business location, such
business Iocation shall be its Principal Place of Business. Confirmation of the Subcontractor's
Principal Place of Business may be evidenced by a valid business tax receipt issued by
Miami -Dade County.
2.52 "Project" means the Improvements constituting Phase I and Phase II as
more particularly described on Exhibit "B" and any additional Improvements that may be
constructed on the Property.
2.53 "Property" means all of the certain real property located in the
Redevelopment Area which is more particularly described on Exhibit "A" attached hereto and
made a part hereof., all of which is located within the Redevelopment Area.
2.54 "Public Infrastructure Improvements" means the utility improvements,
public vehicular and pedestrian right-of-way improvements, public parks and other similar types
of improvements, to be installed for the benefit of the Project and/or the Miami WorldCenter
District (in whole or in part), which are identified on Exhibit "D For avoidance of any doubt,
the Public Infrastructure Improvements specific do not include any parking garages.
2.55 "Redevelopment Area" has the meaning the Southeast Overtown Park
West Redevelopment Area,
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2.56 "Resident" shall mean a natural person that has established a legal
residence within a Target Area not less than six (6) months prior to said individuals receipt of
such identification issued by the General Contractor for the applicable Improvement necessary to
access the applicable Property during the erection of the applicable Improvement. A Resident's
``legal residence" shall be evidenced by (i) government issued. picture ID (i.e. driver's license..
U.S. Passport. etc.) and (ii) any of the following documents: (a) a deed, monthly mortgage
statement. mortgage payment booklet. or residential rental/lease agreement; (b) Florida voter
registration card; (c) Florida vehicle registration, (d) a sworn affidavit from a head of household
attesting to said individual's residence within the such household located within a Target Area;
(e) a utility bill confirming the address not more than sixty (60) days old; or (f) such other
document evidencing such natural person's legal residence deemed equivalent to the foregoing in
the sole discretion of the Executive Director.
2.57 "Responsible Wage" has the meaning ascribed to such term in Section
3.1.1.6(i).
2.58 "Responsible Wage Rate Penalty" has the meaning ascribed to such term
in Section 3.1.1.14.
2.59 "SBE-Construction Services" has the meaning ascribed to such term in
Section 3.1.3 of this Agreement and Section 10-33.02 of the County Code of Ordinances. as
amended.
2.60 "SBE-Construction Services Non -Compliance Funds" has the meaning
ascribed to such term in Section 3.1.3(v).
2.61 "SSE -Construction Services Participation Requirements" has the meaning
ascribed to such term in Section 3.1.3(ii).
2.62 `'SBE-Goods and Services" has the meaning ascribed to such term in
Section 3.1.3.
2.63 "SBE-Goods and Services Non -Compliance Funds" has the meaning
ascribed to such term in Section 3.1.3(vi).
2.64 `'SBE-Goods and Services Participation Requirement" has the meaning
ascribed to such term in Section 3.1.3(iii).
2.65 `Skilled Labor Participation Requirement" has the meaning ascribed to
said term in Section 3.1.1.3(i).
2.66 "Skilled Labor Non -Compliance Funds" shall have the meaning ascribed
to said term in Section 3.1.1.11.
2.67 "Small Business Enter rise" has the meaning ascribed to such term in
Section 3.1.3 of this Agreement.
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2.68 "SMSDC" has the meaning ascribed to such term in Section 3,111 1 of this
Agreement.
2.69 "Subcontractor" means a contractor engaged by a General Contractor or
any other subcontractor.
2.70 "Subcontractor Non -Compliance Funds" shall have the meaning ascribed
to said terrn in Section 3.1.1.8.
2.71 "Subcontractor Participation Requirement" has the meaning ascribed to
said term in Section 3.1.1.4(i).
2.72 "Substantially Completed- or "Substantial Completion." or words of like
import, means with respect to such Improvement that a temporary or permanent certificate of
occupancy, or its equivalent, has been issued by the City for such improvement to enable its
intended use and such Improvement is included on the tax rolls. For the avoidance of any doubt
should such Improvement consist of a condominium. Substantial Completion of such
condominium Improvement shall mean that temporary or permanent certificates of occupancy, or
their equivalent has been issued by the City for not less than eighty percent (80%) of the units
comprising such condominium Improvement and not less than 80% of the units comprising the
condominium are included on the tax rolls.
2.73 "Target Area" means the areas of the County identified in Section
3,1.1.3(:i) (a through f),in Section 3. ] .1.4(i) (a through f) and in Section 3.1.1.5(i)(a through f).
2.74 "Tenant Improvements- means the build -out of the tenant improvements
with respect to retail space or office space on behalf of a tenant for any retail or office portion of
the Project.
2.75 "Term" shall mean the period commencing on the March 3, 2015 and
terminating upon the expiration of the life of the CRA, which currently is set expire on March
31, 2030, as the same may be extended pursuant to the Extension Interlocal Agreement or
otherwise with the approval of the City and the County in accordance with all applicable laws.
2.76 `'TIF Agreement" has the meaning ascribed to said term in Section 5,3.
3. PUBLIC BENEFIT COMMITMENTS.
3.1 Development Commitments. As an inducement to the CRA to provide the
Incentive Payment to the Incentive Payment Administrator for the benefit of the Project pursuant
to this Agreement, and in the interest of furthering the goals of the CRA. Landowners make the
following commitments with respect to each Improvement constructed on the Property for the
public benefit during the Term of this Agreement:
3.1.1 Job Creation During Construction. With regard to sourcing
candidates for employment opportunities resulting from the construction of each Improvement on
a portion of the Property:
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3.1.1.1 Coordination with Local Agencies With the Respect to
Each Improvement. With respect to each Improvement, to cause the General Contractor and all
major Subcontractors working on the Improvement to consult and coordinate with the City's
CareerSource South Florida center. located at Lindsey Hopkins Technical Center at 750 NW 206
Street, 4'h Floor. the Contractor's Resource Center, South Florida Minority Supplier
Development Council ("SMSDC"), Miami -Dade Chamber of Commerce. State of Florida
economic development entities, or other similar entities recommended by the Executive Director
regarding job training and job placement services to City residents seeking to maximize
employment opportunities at the Improvement for individuals living in the Target Area and
companies whose Principal Place of Business is within the Target Area. Such services shall
include, but are not limited to, the sourcing of job opportunities at the Improvement..
Landowners shall require their General Contractor and all major Subcontractors to conduct not
less than one (1) job fair within ninety (90) days of the filing of a notice of commencement for
each Improvement.
3.1.1.2 Local Workforce Participation with Respect to Each
Improvement. With respect to each Improvement, Landowners shall require Contractors
performing work in connection with the Improvement to employ a minimum of twenty-five
percent (25%) of on -site labor from persons who are Residents of the Target Area (the '`Labor
Participation Requirement").
3.1.1.3 Unskilled Construction Workforce Participation with
Respect to Each Improvement.
i. With respect to each Improvement. Landowners shall
require Contractors performing work in connection with each such Improvement to employ not
less than thirty percent (30%) of the unskilled laborers utilized by the Contractors (measured in
terms of total number of man hours worked by new and existing unskilled laborers who are
Residents of the Target Area and total number of man hours worked by new and existing
unskilled laborers) with respect to such Improvement to be performed by existing and newly
hired unskilled workers who are Residents of the Target Area (the "County Labor Participation
Requirement") with the following hiring priority for new hires:
a. first, to City residents living within the
Redevelopment Area, as more particularly shown on the sketch attached as Exhibit "E- I ". which
encompasses part of zip code 33136;
b. second. to City residents living within the
boundaries of the Overtown community, as shown on the sketch in Exhibit "E-2". which
community encompasses part of zip code 33136:
c. third, to City residents within zip codes 33127.
33128, 33130, 33136. 33142, 33125, 33135, 33150 and the West Coconut Grove (the "CRA
Targeted Zip Codes") which include the five (5) highest poverty rated zip codes located in the
City;
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d. fourth, to City residents residing outside the
CRA Targeted Zip Codes;
e. fifth. to County residents of zip codes 33010,
33030, 33034, 33054. and 33161 (the 'County Targeted Zip Codes") which are the five (5)
highest poverty rated zip codes located in the County; and
f. sixth, to residents in the County residing outside
of the County Targeted Zip Codes.
With respect to each Improvement, Landowners shall require Contractors to maximize the
unskilled labor performed by Residents of the Target Area in keeping with the hiring priorities
outlined above; provided, however, the targeted hiring priorities shall not be deemed or construed
to require Contractors to hire employees who do not comply with OSHA requirements. drug
testing requirements and insurance company requirements; however, unskilled laborers with
non-violent felony criminal records shall not be denied employment solely based upon their
criminal record.
3.1.1.4 Skilled Construction Workforce Participation with
Respect to Each Improvement.
i. With respect to each Improvement, each Landowner
shall require Contractors performing work in connection with such Improvement to employ not
less than ten percent (10%) of the skilled laborers utilized by the Contractors (measured on terms
of total number of skilled man hours worked by new and existing skilled laborers who are
Residents of the Target Area and total number of skilled man hours worked by new and existing
skilled laborers) with respect to such Improvement to be performed by new and existing skilled
workers who are Residents of the Target Area (the ``Skilled Labor Participation Requirement")
with the following hiring priority for new hires:
a. first, to City residents living within the
Redevelopment Area, as more particularly shown on the sketch attached as Exhibit "E-1 ", which
encompasses part of zip code 33136;
b. second. to City residents living within the
boundaries of the Overtown community, as shown on the sketch in Exhibit "E-2", which
community encompasses part of zip code 33136;
Zip Codes;
CRA Targeted Zip Codes:
Zip Codes: and
c. third, to City residents within the CRA Targeted
d. fourth, to City residents residing outside the
e. fifth, to County residents of the County Targeted
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f. sixth. to residents in the County residing outside
of the County Targeted Zip Codes.
With respect to each Improvement. Landowners shall require Contractors to utilize good faith,
diligent efforts to maximize the skilled labor performed by Residents of the Target Area in
keeping with the hiring priorities outlined above; provided. however. the targeted hiring priorities
shall not be deemed or construed to require Contractors to hire employees who do not comply
with OSHA requirements, drug testing requirements and insurance company requirements;
however; skilled laborers with non-violent felony criminal records shall not be denied
employment solely based upon their criminal record.
3.1.1.5 Construction Subcontractor Participation with Respect
to Each Improvement.
i. With respect to each Improvement. Landowners shall
require the General Contractor to have not less than twenty percent (20%) of the Subcontractors
(the "Subcontractor Participation Requirement") for such Improvement (which 20% shall be
calculated based upon the dollar amount paid to Subcontractors whose Principal Place of
Business is located within the Target Area and the total paid amount to all Subcontractors for
construction of such Improvement), utilizing companies that have their Principal Place of
Business in the Target Area, in accordance with the following geographic hiring priorities:
a. First, to Subcontractors located within the
Redevelopment Area as shown on the sketch attached as Exhibit "E-1" which encompasses part
of the zip code 33136;
b. Second_ to Subcontractors located within the
boundaries of the Overtown community as shown on the sketch attached as Exhibit "E-2", which
community encompasses part of zip code 33136:
Targeted Zip Codes;
outside of the CRA Targeted Zip Codes:
Targeted Zip Codes; and
c. Third. to Subcontractors located within the CRA
d. Fourth, to Subcontractors located in the City but
e. Fifth, to Subcontractors located in the County
f. Sixth, to Subcontractors located in the County
but outside the County Targeted Zip Codes.
With respect to each Improvement, Landowners shall each require the General Contractor to
have the work performed by Subcontractors based upon their Principal Place of Business in
keeping with the geographic hiring. priorities outlined above: provided however nothing
contained herein shall require such General Contractor to hire a Subcontractor from within the
Targeted Area that does not possess the stated skills and qualifications required by such General
Contractor for the scope of employment.
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3.1.1.6 Construction "Enhanced.' Living Wage Rates with
Respect to Each Improvement.
i. With respect to each Improvement, Landowners shall
require Contractors performing any work in connection with the construction of the applicable
Improvement to pay a minimum hourly wage rate of $ 1 2.83 if health benefits are not provided to
employees or $1 l .58 if health benefits are provided to employees (the "Minimum Hourly Wage
Rates"). Commencing January 1, 2018, and continuing thereafter on January 1 of each
succeeding calendar through the completion of the Project, the then applicable Minimum Hourly
Wage Rates shall be increased by an amount equal to the product of the CPI Percentage Increase
multiplied by the then applicable Minimum Hourly Wage Rates. For purposes of the foregoing,
the "CPI Percentage Increase" shall equal the fraction (i) whose numerator equals the monthly
Consumer Price Index published for the month of November immediately prior to the applicable
calendar year (or the nearest reported previous month) and (ii) whose denominator is the
Consumer Price Index published for the same month (or the nearest reported month) for the
immediately prior calendar year. If the Consumer Price Index is discontinued with no successor
index, the CRA shall select a commercially reasonable. comparable index. The CPI Percentage
Increase set forth herein shall not result in a reduction of the respective Minimum Hourly Wage
Rates.
iI. Contractors shall require the same Minimum Hourly
Wage Rates to be paid in all contracts and in all subcontracts entered into by such Contractors,
which will require that each Contractor stipulate and agree that they will pay the same Minimum
Hourly Wage Rates, subject to adjustment, as set forth in the subsection above.
3.1.1.7 Responsible Wage Rages — Electrical Journeyman.
i. With respect to each Improvement. where a general
contract for electrical work has been executed for the Improvement and physical construction has
commenced and is continuing for such Improvement prior to the execution of the Extension
Interlocal Agreement. Landowners shall require Contractors performing electrical work in
connection to such Improvement to pay a minimum hourly wage rate and health benefits for
Electrical Journeyman consistent with County's Responsible Wage Ordinance, as codified in
Section 2-11.16 of the County Code and the Supplemental General Condition Wage & Benefits
Schedule, Construction Type: Building (the "Responsible Wage"), as the same may be revised
the County annually excluding pension benefits. For 2017, the Responsible Wage is $31 ,61 per
hour plus $6.85 per hour for a health benefit for Journeymen Wiremen and S32.11 per hour plus
$6.85 per hour for health benefits for Journeymen Cable Splicers and Welders. Contractors
performing electrical work to be- performed by Electrical Worker;, in connection with such
Improvement may employ the services of Electrical Apprentices subject to the staffing, pay, and
other requirements set forth in Section 2-11.16 of the County Code. Contractors with respect to
each Improvement shall require the same Responsible Wage to be paid in all contracts and in all
subcontracts for electrical services o.-be- }..rm „keFs entered into by such
Contractors which will require
by Electrical Worker, to stipulate and agree that they will pay the Responsible Wage.
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ii. With respect to each Improvement where a general
contract is executed for the Improvement after the execution of the Extension Interlocal
Agreement or where the general contract has been executed prior to the execution of the
Extension Interlocal Agreement but construction has not commenced or has commenced but has
not continuously proceeded (as evidenced by the maintenance of an active master building permit
for such Improvement), Landowners shall require Contractors performing electrical work to be
s in connection to such Improvements to pay a minimum hourly
wage rate, health benefits and pension benefits for Electrical Workers consistent with the
Responsible Wage as the same may be revised the County annually. For 2017, the Responsible
Wage rates for Electrical Workers are as follows:
TradelWork Level
Classification
Per Hour Wage
Rate
Per Hour Health
Benefit
Per Hour Pension
Benefit
Combined Dollar
Value
Electrical Workers
Journeyman -
Wireman
$31.6I
$6.85
$4.58
$43.04
Journeyman - Splicer
S32,1 1
$6.85
$4.66
$43.62
Journeyman - Welder
S32. l 1
$6,85
$4.66
$43,62
Foreman (2)
$34.77
S6.85
S5.04
$46.66
General Foreman (22
or more Electricians)
$37.93
S6.85
$5.50
$50.28
Contractors performing electrical work in connection with any Improvement may employ the
services of Electrical Apprentices subject to the staffing. pay, and other requirements set forth in
Section 2-11.16 of the County Code. For 2017. the Responsible Wage Rates for Electrical
Apprentices are as follows:
Level Classification
Per Hour Wage
Rate
Per Hour Health
Benefit
Per Hour Pension
Benefit
Combined Dollar
Value
Apprentices
IT Year
$15.4 1
S4 22
S2.23
$21.86
2nd Year
$16.29
$4.22
S2.36
$22.87
3Year
$18.04
$4.22
$2.62
$24.88
eV' Year
519.78
+4.22
$2.87
$26.87
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5"' Year
$23.71
$4.'2
$3,44
$31.37
For the avoidance of any doubt, after the Extension Interlocal Agreement is executed. all
Contractors performing electrical work utilizing Electrical Workers with respect to the
construction of any Improvement whose contract for such work was executed subsequent to the
execution of the Extension Interlocal Agreement or whose contract is executed prior to the
execution of the Extension Interlocal Agreement but work has not commenced or continuously
proceeded (as evidenced by the maintenance of an active master building permit for such
Improvement) shall be required to comply with the County's Responsible Wage Ordinance, as
codified in Section 2-11.16 of the County Code and the Supplement General Condition Wage &
Benefits Schedule, Construction Type: Building Construction with respect to wages and all
benefits with respect to Electrical Workers a. sane -nav l e r vise v h onat.3' annually All
Contractors performing electrical work utilizing Electrical- Workers for any Improvement shall
stipulate and agree that they will pay the Responsible Wage and they will only employ Electrical
Workers in the trade/work leverfions-selio i � ount 'Responsible Wades and
Benefits Schedule for Electrical Workers
3.1.1.8 Report Requirements with respect to Each
Improvement. With respect to each Improvement, Landowners shall be required to submit to the
Executive Director, or his/her designee, (i) an a quarterly basis commencing thirty (30) days after
the end of the first quarter after the commencement of construction of each Improvement until
thirty (30) days following Substantial Completion of such Improvement, detailed reports
evidencing compliance with the Subcontractor Participation Requirement during the prior quarter
and (ii) on a monthly basis commencing thirty (30) days after the commencement of construction
of each Improvement until thirty (30) days following Substantial Completion of each
Improvement, detailed reports evidencing compliance with the Labor Participation Requirement,
the County Labor Participation Requirement and the Skilled Labor Participation Requirement
during the prior month ("Participation Reports"). The Participation Reports shall contain such
information as the Executive Director may reasonably require to enable the Executive Director to
determine whether Landowners are in compliance with the Subcontractor Participation
Requirement, the Labor Participation Requirement, the County Labor Participation Requirement
and the Skilled Labor Participation Requirement with respect to such Improvement. The
Participation Reports must be certified as true and correct by the Landowners, as applicable.
3.1.1.9 Penalties for Non -Compliance with Subcontractor
Participation Requirements with Respect to Each Improvement. With respect to each
Improvement, to the extent Landowners fails to comply with the Subcontractor Participation
Requirements, with respect to such Improvement. Landowners not in compliance with the
Subcontractor Participation Requirement, shall pay to the CRA as a one-time penalty for such
non-compliance (a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point
below the Subcontractor Participation Requirement for the first three (3) percentage points below
the Subcontractor Participation Requirement, (b) Twenty -Five Thousand and No/100 Dollars
($25,000.00) for each additional percentage point below the first three (3) percentage points
below the Subcontractor Participation Requirement for up to three (3) additionaI percentage
points and thereafter (c) Fifty Thousand and No/100 Dollars ($50,000.00) for each additional
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percentage point below six (6) percentage points below the Subcontractor Participation
Requirement (collectively, the "Subcontractor Non -Compliance Funds") with respect to such
Improvement. The Subcontractor Non -Compliance Funds shall be calculated by the Executive
Director after Substantial Completion of the applicable Improvement and shall be due and
payable within thirty (30) days from the date of Landowners' receipt of written statement from
the Executive Director stating the amount of Subcontractor Non -Compliance Funds due with
respect to such Improvement. To the extent of any dispute between the Executive Director and
Landowners with respect to the compliance with the Subcontractor Participation Requirements,.
such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA
Board shall be binding on the parties. Any amount of the Subcontractor Non -Compliance Funds
not paid when due shall bear interest at 12% per annum from the date due until paid.
3,1.1.10 Penalties for Non -Compliance with Labor Participation
Requirements with Respect to Each Improvement. With respect to each Improvement, to the
extent a Landowners, as applicable. fail to comply with the Labor Participation Requirement.
with respect to such Improvement, such Landowners not in compliance with the Labor
Participation Requirement shall pay to the CRA as a one-time penalty for such noncompliance of
(a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point below the Labor
Participation Requirement for the first four (4) percentage points below the Labor Participation
Requirement. (b) Twenty -Five Thousand and Nof100 Dollars ($25.000.00) for each additional
percentage point below the first four (4) percentage points below the Labor Participation
Requirement for up to four (4) percentage points and thereafter (c) Fifty Thousand and No/100
Dollars ($50,000.00) per each additional percentage point below the eight (8) percentage points
below the Labor Participation Requirement (collectively, the "Labor Non -Compliance Funds")
with respect to such Improvement. The Labor Non -Compliance Funds shall be calculated by the
Executive Director after Substantial Completion of such Improvement and shall be due within
thirty (30) days from Landowners' receipt of written statement from the Executive Director
stating the amount of Labor Non -Compliance Funds due with respect to such Improvement. To
the extent of any dispute between the Executive Director and Landowners with respect to the
compliance with the Labor Participation Requirement, such dispute shall be submitted to the
CRA Board for resolution. The decision of the CRA Board shall be binding upon the parties.
Any amount of the Labor Non -Compliance Funds not paid when due shall bear interest at 12%
per annum from the date due until paid.
3.1.1.11 Penalties for Non -Compliance with County Labor
Participation Requirements with Respect to Each Improvement. With respect to each
Improvement. to the extent Landowners fail to comply with the County Labor Participation
Requirement, with respect to such. Improvement, Landowners in non-compliance with the
County Labor Participation Requirement shall pay to the CRA as a one-time penalty for such
noncompliance of (a) Ten Thousand and Noll 00 Dollars ($10,000.00) for each percentage point
below the County Labor Participation Requirement for the first five (5) percentage points below
the County Labor Participation Requirement. (b) Twenty -Five Thousand and No/100 Dollars
($25,000.00) for each additional percentage point below the first five (5) percentage points below
the County Labor Participation Requirement for up to five (5) percentage points and thereafter,
(c) Fifty Thousand and Nof 100 Dollars ($50,000.00) per each additional percentage point below
the ten (10) percentage points below the County Labor Participation Requirement (collectively,
the "County Labor Non -Compliance Funds") with respect to such Improvement. The County
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Labor Non -Compliance Funds shall be calculated by the Executive Directors after Substantial
Completion of such Improvement and shall be due within thirty (30) days from Landowner's
receipt of written statement from the Executive Director stating the amount of County Labor
Non -Compliance Funds due. To the extent of any dispute between the Executive Director and
Landowners with respect to the compliance with the County Labor Participation Requirement
with respect to such Improvement. such dispute shall be submitted to the CRA Board for
resolution. The decision of the CRA Board shall be binding upon the parties, Any amount of the
County Labor Non -Compliance Funds not paid when due shall bear interest at 12% per annum
from the date due until paid.
3.1.1.12 Penalties for Non Compliance with Skilled Laborer
Participation Requirements with Respect to Each Improvement. With respect to each
Improvement, to the extent Landowners fail to comply with the applicable Skilled Labor
Participation Requirement. with respect to such Improvement, Landowners in non-compliance
with the Skilled Labor Participation Requirement shall pay to the CRA as a one-time penalty for
such noncompliance of (a) Ten Thousand and No/100 Dollars ($10,000.00) for each one-half
(1/2) of a percentage point below the Skilled Labor Participation Requirement for the first one
and one-half percent (1.5%) below the Skilled Labor Requirement, (b) Twenty -Five Thousand
Five Hundred and No/100 Dollars ($25.00.00) for each additional one-half (1/2) of a percentage
point below the first one and one half percent (1.5%) below the Skilled Labor Requirement for
up to an additional one and one-half percent (1.5%) and thereafter (c) Fifty Thousand and No/100
Dollars ($50,000.00) per each additional one-half (1/2) of a percentage point below the three
percent (3%) below the Skilled Labor Participation Requirement (collectively. the killed Labor
Non -Compliance Funds") with respect to such Improvement. The Skilled Labor
Non -Compliance Penalties shall be calculated by the Executive Director after Substantial
Completion of such Improvement and shall be due within thirty (30) days from Landowners'
receipt of written statement from the Executive Director stating the amount of Skilled Labor
Non -Compliance Funds due. To the extent of any dispute between the Executive Director and
Landowners with respect to the compliance with the Skilled Labor Participation Requirement.
such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA
Board shall be binding upon the parties. Any amount of the Skilled Labor Non -Compliance
Funds not paid when due shall bear interest at 12% per annum from the date due until paid.
3.1.1.13 Failure to Comply with Minimum Hourly Wage
Rate Requirement with Respect to Each Improvement. In the event that any Contractor fails to
pay the Minimum Hourly Wage Rate to any construction worker working on the construction of
any Improvement located on the Property, and which failure is reported by such worker to the
Executive Director. the Executive Director shall investigate the report and if the Executive
Director, based upon his investigation confirms such non-compliance with the Minimum Hourly
Wage Rate requirement, and that the error on the part of the Contractor was not a de rnini;nis
miscalculation of the same, the Landowners of the such Improvement shall pay to the affected
worker(s) as a penalty the Minimum Hourly Wage Rate for every hour which such worker was
underpaid plus a twenty percent (20%) penalty (collectively, the "Minimum Hourly Wage Rate
Penalty'). Landowners shall not receive the benefit of any credit for hourly wage payments made
to such worker that did not comply with the Minimum Hourly Wage Rate requirement
("Erroneous Hourly Wage Payment"). By way of illustration, if the worker was paid an hour rate
of Ten and. No/ 100 Dollars ($10.00) and no health benefits were provided for one (1) hour of
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work performed in lieu of the Minimum Hourly Wage Rate, the Minimum 1 [ourly Wage Rate
Penalty would be calculated as follows:
Minimum Hourly Wage Rate Penalty = [(Minimum Hourly Wage Rate * Total
Hours Worked) * Minimum Hourly Wage Penalty Rate]
= [($12.83 * 1 hour) * 1.2]
= $15.40
Such Minimum Hourly Wage Rate Penalty shall be due from the Landowners to the underpaid
worker(s) within thirty (30) days after written demand from the Executive Director. Landowners
shall have the right to dispute such demand and the findings of the Executive Director. If the
Executive Director and Landowners are not able to resolve their dispute within thirty (30) days
the dispute shall be submitted to the CRY-1. Board for a final determination, which determination
shall be binding on the parties.
The Minimum Hourly Wage Rate Penalty is not intended to waive a workers rights to seek any
and all legal relief available under applicable law. In the event a worker is granted a monetary
award against Landowners, or any one of them. and/or their Contractors in some other forum
(``Monetary Award"), then any Minimum Wage Rate Penalty otherwise due and owing to the
worker shall be reduced by the amount of any such Monetary Award.
3.1.1.14 Failure to Comply with Responsible Wage
Requirement with Respect to Each Improvement. In the event that any Contractor fails to pay the
Responsible Wage to Electrical Workers working on the construction of such Improvement
located on the Property, and which failure is reported by such worker to the Executive Director.
the Executive Director shall investigate the report and if the Executive Director, based upon his
investigation confirms such non-compliance with the Responsible Wage Requirement, and that
the error on the part of the Contractor was not a de mhiinits miscalculation of the same, the
Landowners of such Improvement. shall pay to the affected worker(s) as a penalty the
Responsible Wage for every hour for which such worker was underpaid plus a twenty percent
(20%) penalty (the ``Responsible Wage Penalty"). Landowners shall not receive the benefit of
any credit for hourly wage payments made to such worker that did not comply with the
Responsible Wage requirement of Section 3.1.1.7 (-Erroneous Responsible Wage Payment'').
By way of illustration, if prior to the date of the Extension lnterlocal Agreement, if a Electrical
Journeyman - Wireman was paid a per hour wage rate of Thirty and. No/100 Dollars ($30.00) and
a per hour health benefit of Six and No/100 Dollars ($6.00) or a total of Thirty -Six and No/100
Dollars for one (1) hour of work performed during the year 2017, which combined dollar value is
equal to less than the combined value of the required Responsible Wage per hour wage rate and
per hour health benefit, then the Responsible Wage Penalty would be calculated as follows:
Responsible Wage Penalty = (Responsible Wage Combined Dollar Value * Total Hours
of Underpaid Work) * Penalty Rate
=($38.46* 1)* 1.2
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_ $46.15
By way of illustration, after the date of the Extension Interlocal Agreement, if a Electrical
Journeymen — Wireman was paid an hourly rate of Thirty and No/100 Dollars ($30.00) and with
no health benefits or pension contribution provided for one (1) hour of work performed during
the year 2017 in lieu of the Responsible Wage combined dollar value of $43.04 per hour. then
Responsible Wage Penalty would be calculated as follows:
Responsible Wage Penalty = (Responsible Wage Combined Dollar Value * Total
Hours of Underpaid Work) * Penalty Rate
_ [($43.04 * 1 hour) * 1.21
= $51.65
Such Responsible Wage Penalty shall be due from Landowners to the underpaid workers(s)
within thirty (30) days after written demand from the Executive Director. Landowners shall have
the right to dispute such demand and the findings of the Executive Director. If the Executive
Director and Landowners are not able to resolve their dispute within thirty (30) days the dispute
shall be submitted to the CRA Board for a final determination, which determination shall be
binding on the parties.
The Responsible Wage Penalty is not intended to waive an Electrical Worker's rights to seek any
and all legal relief available under applicable law. In the event an Electrical Worker is granted a
Monetary Award against the Landowners, and/or their Contractor(s) in some other forum, any
Responsible Wage Penalty otherwise due and owing to the Electrical Worker shall be reduced by
the amount of any such Monetary Award.
3.1.1,15 Job Creation Monitoring Contract for Each
Improvement. Prior to the issuance of any construction permits for an Improvement. a
SBE-Construction Services certified firm shall be retained by the CRA and designated to: (a)
monitor the job requirements set forth in Sections 3.1.1.1, 3.1.1.2, 3.1.1.3, 3.1.1.4, 3.1.1.5..
3.1.1.6., 3.1.1.7, 3.I.2., and 3.1.3; (b) certify compliance with the requirements of Sections
3.1.1.1. 3.1.1.2, 3.1.1.3, 3.1.1.4, 3.1.1.5. 3.1.1.6, 3.1.1.7, 3.1.2 and 3.1.3; and (c) review the
Participation Reports required of each Landowner by Section 3.1.1.8 on behalf of the CRA. For
2017 and 2018, Landowners (in proportion to the square footage of property owned by each
Landowner) shall reimburse the CRA an amount not to exceed Two Hundred Fifty Thousand and
No/100 Dollars ($250,000.00) in the aggregate for costs paid to the SBE-Construction Services
firm retained by the CRA (the "Monitoring Reimbursement Am unt") to monitor the job
requirements, certify compliance with the requirements and review the Participation Reports for
such Improvement. Thereafter, the Monitoring Reimbursement Amount shall be arrived at
jointly by the CRA and the Landowners based upon good faith negotiations between the parties
regarding the same. Landowners shall reimburse the CRA for such costs within thirty (30) days
of written demand from the CRA.
3.1.2 Employment Advertisement & Notice with Respect to Each
Improvement. With respect to the construction of each Improvement, the Landowners shall or
shall require the General Contractor to:
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i. ElectronicalIy post job opportunities in established job
outreach websites and organizations, including, without limitation, CareerSource South Florida,
and similar programs in order to attract as many eligible applicants for such jobs as possible; and
ii. Place a full -page weekly advertisement in the Miami
Times newspaper to inform residents of available job opportunities and any upcoming job fairs
not less than thirty (30) days prior to and through the date of construction commencement for
such Improvement. This shall be in addition to any advertisements done through other job
outreach websites, organizations, and efforts.
3.1.3 Small Business Enterprise Program for Architecture, Engineering.
Landscape Architecture, Surveying and Mapping Professions "CBE-AIE" . Small Business
Enterprise Program for Construction Services ("SBE-Construction Services") and Small
Business Enterprise Goods and Services ("SBE-Goods and Services") with Respect to Each
Improvement. With respect to each Improvement. Landowners shall:
i. Award to firms certified by the County as CBE-A1E not
less than 7.5% of the professional services agreements for soft costs, including, but not limited
to, design. engineering, survey, inspection. job monitoring requirements, testing and legal (the
"CBE-AIE Participation Requirement") ;
ii. Award to firms certified by the County as
SBE-Construction Services firms not less than 10% of the contractual agreements for
construction and construction -related materials, supplies and fixtures (the "SBE-Construction
Services Participation Requirement"; and
iii. Award to firms certified by the County as SBE-Goods
and Services firms not less than 10% of the contractual agreements for goods and services (such
as, but not Iimited to security, testing, surveying. etc.) (the ` SBE-Goods and Services
Participation _Requirement'') .
iv. To the extent Landowners fail to comply with the
CBE-AIE Participation Requirement for such Improvement, such Landowner not in compliance
with the CBE-AIE Participation Requirement for such Improvement shall pay to the CRA as a
penalty for such non-compliance: (a) One Thousand and No/100 Dollars ($1,000.00) for each
one half percentage point (0.5%) below the CBE-A/E Participation Requirement for the first two
and one-half percentage points below the CBE-AIE Participation Requirement; and (b) Two
Thousand Five Hundred and No/100 Dollars ($2.500.00) for each additional percentage point
below the first two and one-half percentage points of the CBE-AIE Participation Requirement
("CBE-A/E Non -Compliance Funds").
v. To the extent Landowners fail to comply with the
SBE-Construction Services Requirement for such Improvement, such Landowner not in
compliance with the SBE-Construction Services Requirement for such Improvement shall pay to
the CRA as a penalty for such non-compliance: (a) One Thousand and No/100 Dollars for each
percentage point (1.0%) below the SBE-Construction Services Requirement Participation
Requirement for the first five percentage points below the SBE-Construction Services
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Requirement; and (b) Two Thousand and No/100 Dollars ($2,000.00) for each percentage point
below the first five percentage points of the SBE-Construction Services Requirement (the
'.5BE-Construction Services Non -Compliance Funds").
vi. To the extent Landowners fail to comply with the
SBE-Goods and Services Requirement for such Improvement, such Landowner not in
compliance with the SBE-Goods and Services Requirement for such Improvement shall pay to
the CRA as a penalty for such non-compliance: (a) One Thousand and No/100 Dollars for each
percentage point (1.0%) below the CBE -Goods and Services Requirement for the first five
percentage points below the SBE-Goods and Services Requirement; and (b) Two Thousand and
No/100 Dollars ($2.000.00) for each percentage point below the first five percentage points of
the 5BE-Goods and Services Requirement (the "SBE-Goods and Services Non -Compliance
Funds").
3.1.4 First Source Hiring Agreement (Hotel/Retail/Office). As a further
inducement for the CRA to enter into this Agreement, Landowners and the CRA shall enter into.
simultaneously with the execution of this Agreement. a first source hiring agreement with respect
to employment during the operation of each Improvement of the Project comprising a hotel, retail
space or office building. in the form of Exhibit "G"' attached hereto (the "First Source Hiring
Agreement (Hotel/Retail/Office"). The First Source Hiring Agreement Operations
(Hotel/Retail/Office) shall replace in its entirety the First Source Niring Agreement
(Hotel/Retail) dated March 2, 2015 and recorded March 16, 2015 in Official Record Book 29539
at Page 1312 of the Public Records of Miami -Dated County, Florida.
3.1.5 Retail QppQrtunities at Project. As a further inducement for the
CRA to enter into this Agreement, Landowners of those tracts consisting of the Phase I Retail
and the Block G Apartments — Phase I Improvements shall use commercially reasonable efforts
to work with the CRA to situate not less than a total two (2) CRA supported. restaurant or retail
concept tenants within the retail spaces forming part of the Phase I Retail and Block G
Apartments — Phase I portions of the Project on terms mutually agreeable to both the Phase I
Retail and Block G Apartments — Phase I Landowners and the CRA. Such prospective tenant
shall be subject to the same qualifications and standards as any other retail tenant within the
Phase I Retail and Block G Apartments — Phase I. respectively. but such Landowner shall provide
such prospective tenants with a rent concession of twenty percent (20%) off of the then
applicable market rent for similar space for the term of such lease.
3.2 Each Improvement. For the avoidance of any doubts, the provisions of
Sections 3.1.1, 3.1.1.1. 3.1.1.2. 3.1.1.3, 3.1.1.4. 3.1.1.5. 3.1.1.6, 3.1.1.7. 3.1.1.8, 3.1.1.9.
3.1.1.10, 3.1.1.11, 3.1.1.12, 3.1.1.13, 3.1.1.14, 3.1.1.15, 3.1.2, and 3.1.3 shall apply with respect
to each Improvement standing alone.
4. DEVELOPMENT OF PROJECT & PROJECT INCREMENTAL TIF.
4.1 Development of Project. Master Developer anticipates that the Project
shall be constructed in two Phases as more fully described on Exhibit `'B", Master Developer
further anticipates that the assessed value of the Improvements included in Phase I in the
aggregate will exceed One Billion Seventy -Five Million and No/100 Dollars ($1.075,000,000.00)
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(the "Anticipated Development Value.). Master Developer estimates that Anticipated
Development Value will generate approximately Ten Million Six Hundred Eighty -Seven
Thousand Eight Hundred One and NoJ100 Dollars ($10,687.801.00) in the aggregate in
Incremental TIF for the entirety of Phase I, with such Incremental TIF beginning as of January I.
2019. Estimated Incremental TIF and Phase Completion on a Phase -by -Phase basis is attached to
this Agreement on Exhibit
Landowners and Incentive Payment Administrator each acknowledge and agree that they
bear the entire risk under this Agreement if the Project is valued at less than the Anticipated
Development Value and/or is not developed within the time frame anticipated by the Master
Developer resulting in the share of the Incremental TIF payable by the CRA pursuant to this
Agreement being less than anticipated by Master Developer. Landowners (for themselves and on
behalf of their successors and assigns). and Incentive Payment Administrator. acknowledges and
agrees that the CRA shall have no liability to the Landowners and Incentive Payment
Administrator if the Anticipated Development Value as estimated by Master Developer proves
not to be accurate for any reason and further, if the estimates provided by the Master Developer
Landowners prove to be inaccurate, the same shall not relieve Landowners and Incentive
Payment Administrator of their respective obligations pursuant to this Agreement.
4.2 Development Incentive. Subject to CRA Approval, City Approval and
County Approval, and commencing after the Substantial Completion of not less than Two
Hundred Thousand (200,000) gross square feet of retail space forming part of the Phase I Retail
(the "Phase I Retail — Part A"). on an annual basis in all cases, as an inducement to the
development of the Project, the CRA agrees to pay to the Incentive Payment Administrator a
percentage of Incremental TIF as follows:
4.2.1 Payment of Incremental TIF. On an annual basis for each calendar
year commencing after the Base Year and after Substantial Completion of the Phase 1 Retail —
Part A and continuing throughout the Term of this Agreement. subject to reduction under Section
4.2.2 below, the CRA shall pay to Incentive Payment Administrator an incentive payment equal
to Fifty -Seven Percent (57%) of the Incremental TIF (the "Incentive Payment"). All incentive
Payments shall be due and payable within thirty (30) days of the CRA's receipt of Incremental
TIF. For the avoidance of any doubt. no Incentive Payment will be due for any period prior to
the Substantial Completion of the Phase I Retail — Part A notwithstanding the possible
Substantial Completion of other Improvements prior to the Substantial Completion of Phase I
Retail — Part A.
4.2.2 Reduction to Incentive Payment. The Incentive Payment is subject
to reductions as follows:
4.2.2.I Phase I Retail — Part A: If Substantial Completion of
all or a portion of the Improvements comprising part of the Phase I Retail shall not have occurred
prior to January 1, 2021, then the Incentive Payment based upon the Incremental TIF derived
from such uncompleted portions of the Phase I Retail shall be reduced in accordance with the
following schedule: (i) by ten percent (10%) for all or a portion of the Improvements comprising
part of the Phase 1 Retail which have not achieved Substantial Completion as of January I, 2022;
(ii) by twenty percent (20%) for all or a portion of the Improvements comprising part of the
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Phase I Retail which have not achieved Substantial Completion as of January 1, 2022. but have
achieved Substantial Completion as of January 1, 2023; and (iii) by thirty percent (30%) for all or
a portion of the Improvements comprising part of the Phase I Retail which have not achieved
Substantial Completion as of January 1, 2023, but shall have achieved Substantial Completion
as of January 1, 2024. If Substantial Completion shall not have occurred with respect to all or
any portion of the Improvements comprising part of the Phase I Retail as of January 1, 2024, then
the Incentive Payment based upon the Incremental TIF derived from all or a portion of the
Improvements comprising the Phase I Retail shall automatically be divested and shall terminate
and be of no further force and effect for all or such portions of Improvements comprising part of
the Phase I Retail which have not achieved Substantial Completion, and Incentive Payment
Administrator shall not be entitled to any Incremental TIF with respect to any of the
Improvements comprising part of the Phase I Retail which are not Substantially Completed by
January 1, 2024.
4.2.22 Tract A Garages: If Substantial Completion of the
Improvements consisting of the two parking garages comprising Tract A Garages as described on
Exhibit "B" attached hereto, shall not have occurred by January I, 2021, then the Incentive
Payment based upon the Incremental TIF derived from the Improvements consisting of the two
parking garages comprising Tract A Garages shall be reduced in accordance with the following
schedule: (i) by ten percent (10%) if such Substantial Completion of the Improvements
consisting of the two parking garages comprising Tract A Garages shall occur as of January 1.
2022; (ii) by twenty percent (20%) if such Substantial Completion of the Improvements
consisting of the two parking garages comprising Tract A Garages shall not have occurred as of
January 1. 2022, but shall have occurred as of January 1, 2023; and (iii) by thirty percent (30%) if
such Substantial Completion of the Improvements consisting of the two parking garages
comprising Tract A Garages shall not have occurred as of January 1, 2023. but shall have
occurred as of January 1, 2024. If such Substantial Completion of the Improvements consisting
of the two parking garages comprising Tract A Garages shall not have occurred as of January 1.
2024, then the Incentive Payment based upon the Incremental TIF derived from the
Improvements consisting of the two parking garages comprising Tract A Garages shall
automatically shall be divested and shall terminate and be of no further force and effect and
Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to the
Improvements consisting of the two parking garages comprising Tract A Garages.
4.2.2.3 Tract A Condominium: If Substantial Completion of
Tract A Condominium as described on Exhibit "B" attached hereto, shall not have occurred prior
to January 1. 2021, then the Incentive Payment based upon the Incremental TIF derived from
Tract A Condominium shall be reduced in accordance with the following schedule: (i) by ten
percent (10%) if such Substantial Completion of the Improvement constituting the Tract A
Condominium shall occur as of January 1, 2022; (ii) by twenty percent (20%) if such Substantial
Completion of the Improvement constituting the Tract A Condominium shall not have occurred
as of January 1, 2022, but shall have occurred as of January 1, 2023; and (iii) by thirty percent_
(30%) if such Substantial Completion of the Improvement constituting the Tract A
Condominium shall not have occurred as January 1, 2023, but shall have occurred as of January
1, 2024. If such Substantial Completion the Improvement constituting the Tract A
Condominium shall not have occurred as of January 1, 2024, then the Incentive Payment based
upon the Incremental TIF derived from the Improvement constituting the Tract A Condominium
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shall automatically be divested and shall terminate and be of no further force and effect and
Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to the
Improvement constituting the Tract A Condominium.
4.2.2.4 Tract A Apartments: If Substantial Completion of the
Improvement comprising the Tract A Apartments as described on Exhibit "B" attached hereto,
shall not have occurred by January 1, 2023, then the Incentive Payment based upon the
Incremental TIF derived from the Improvement comprising the Tract A Apartments shall be
reduced in accordance with the following schedule: (i) by ten percent (10%) if such Substantial
Completion of the Improvement comprising the Tract A Apartments shall occur as of January 3.
2024; (ii) by twenty percent (20%) if such Substantial Completion of the Improvement
comprising the Tract A Apartments shall not have occun-ed as of January 1, 2024, but shall have
occurred as of January 1, 2025„ and (iii) by thirty percent (30%) if such Substantial Completion
of the Improvement comprising the Tract A Apartments shall not have occurred as of January 1,
2025, but shall have occurred as of January 1, 2026, If such Substantial Completion of the
Improvement comprising the Tract A Apartments shall not have occurred as of January 1, 2026,
then the Incentive Payment based upon the Incremental TIF derived from the Improvement
comprising the Tract A Apartments shall automatically shall be divested and shall terminate and
be of no further force and effect and Incentive Payment Administrator shall not be entitled to any
Incremental TIF with respect to the Improvement comprising the Tract A Apartments.
4,2.2.5 Tract A Commercial: If Substantial Completion of the
Improvement comprising the Tract A Commercial as described on Exhibit "B" attached hereto,
shall not have occurred by January 1, 2023, then the Incentive Payment based upon the
Incremental TIF derived from Tract A Commercial shall be reduced in accordance with the
following schedule: (i) by ten percent (10%) if such Substantial Completion of the Improvement
comprising the Tract A Commercial shall occur as of January 1, 2024: (ii) by twenty percent
(20%) if such Substantial Completion of the Improvement comprising the Tract A Commercial
shall not have occurred as of January 1, 2024. but shall have occurred as of January 1, 2025; and
(iii) by thirty percent (30%) if such Substantial Completion of the Improvement comprising the
Tract A Commercial shall not have occurred as of January I. 2025, but shall have occurred as of
January I, 2026. If such Substantial Completion of the Improvement comprising the Tract A
Commercial shall not have occurred as of January 1, 2026, then the Incentive Payment based
upon the Incremental. TIF derived from the Improvement comprising the Tract A Commercial
shall automatically shall be divested and shall terminate and be of no further force and effect and
Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to the
Improvement comprising the Tract A Commercial.
4.2.2.6 Tract A Mixed -Use Building: If Substantial
Completion of the Improvement comprising the Tract A Mixed -Use Building as described on
Exhibit `'B'' attached hereto. shall not have occurred by January I. 2023, then the Incentive
Payment based upon the Incremental TIF derived from the Improvement comprising the Tract A
Mixed -Use Building shall be reduced in accordance with the following schedule: (i) by ten
percent (10%) if such Substantial Completion of the Improvement comprising the Tract A
Mixed -Use Building shall occur as of January 1. 2024; (ii) by twenty percent (20%) if such
Substantial Completion of the Improvement comprising the Tract A Mixed -Use Building shall
not have occurred as of .Ianuary 1, 2024, but shall have occurred as of January 1. 2025; and (iii)
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by thirty percent (30%) if such Substantial Completion of the Improvement comprising the Tract
A Mixed -Use Building shall not have occurred as of January I , 2025, but shall have occurred as
of January 1. 2026. If such Substantial Completion of the Improvement comprising the Tract A
Mixed -Use Building shall not have occurred as of January 1, 2026, then the Incentive Payment
based upon the Incremental TIF derived from the Improvement comprising the Tract A
Mixed -Use Building shall automatically shall be divested and shall terminate and be of no further
force and effect and Incentive Payment Administrator shall not be entitled to any Incremental TIF
with respect to the Improvement comprising the Tract A Mixed -Use Building.
4.2.2.7 Block G Apartments — Phase I: If Substantial
Completion of the Improvement comprising the Block G Apartments as described on Exhibit
"B" attached hereto, shall not have occurred by January 1, 2023, then the Incentive Payment
based upon the Incremental TIF derived from the Improvement comprising the Block G
Apartments shall be reduced in accordance with the following schedule: (i) by ten percent (10%)
if such Substantial Completion of the Improvement comprising the Block G Apartments shall
occur as of January 1, 2024; (ii) by twenty percent (20%) if such Substantial Completion of the
Improvement comprising the Block G Apartments shall not have occurred as of January 1, 2024.
but shall have occurred as of January 1, 2025; and (iii) by thirty percent (30%) if such Substantial
Completion of the Improvement comprising the Block G Apartments shall not have occurred as
of January 1, 2025, but shall have occurred as of January 1, 2026. If such Substantial
Completion of Block G Apartments shall not have occurred as of January 1. 2026, then the
Incentive Payment based upon the Incremental TIF derived from the Improvement comprising
the Block G Apartments shall automatically shall be divested and shall terminate and be of no
further force and effect and Incentive Payment Administrator shall not be entitled to any
Incremental TIF with respect to Block G Apartments.
4.2.2.8 Block G Apartments — Phase II: If Substantial
Completion of the Improvement comprising the Block G Apartments — Phase II as described on
Exhibit "B" attached hereto, shall not have occurred by January 1, 2025, then the Incentive
Payment based upon the Incremental TIF derived from Block G Apartments — Phase II shall be
reduced in accordance with the following schedule: (i) by ten percent (10%) if such Substantial
Completion of the Improvement comprising the Block G Apartments — Phase II shall occur as of
January 1. 2026; (ii) by twenty percent (20%) if such Substantial Completion of the Improvement
comprising the Block G Apartments — Phase II shall not have occurred as of January 1, 2026, but
shall have occurred as of January 1, 2027; and (iii) by thirty percent (30%) if such Substantial
Completion of the Improvement comprising the BIock G Apartments — Phase II shall not have
occurred as of January 1, 2027, but shall have occurred as of January 1, 2028. If such Substantial
Completion of the Improvement comprising the Block G Retail shall not have occurred as of
January 1. 2028. then the Incentive Payment based upon the Incremental TIF derived from the
Improvement comprising the Block G Apartments — Phase II shall automatically shall be divested
and shall terminate and be of no further force and effect and Incentive Payment Administrator
shall not be entitled to any Incremental TIF with respect to the Improvement comprising the
Block G Apartments — Phase II.
4.2.2.9 Phase II -Block E: If Substantial Completion of the
Improvements comprising the Phase II - Block E, as described on Exhibit "B" attached hereto.
shall not have occurred by January 1, 2026, then the Incentive Payment based upon the
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Incremental TIF derived from the Improvements comprising the Phase II - Block E shall he
reduced in accordance with the following schedule: (i) by ten percent (10%) if Substantial
Completion of the Improvements comprising the Phase II - Block E having a combined assessed
value of not less than $125,000,000.00 shall not have occurred as of January 1, 2027; (ii) by
twenty percent (20%) if Substantial Completion of the Improvements comprising the Phase II -
Block E having a combined assessed value of not less than $125,000,000.00 shall not have
occurred as of January 1, 2027, but shall have occurred as of January 1, 2028; and (iii) by thirty
percent (30%) if Substantial Completion of the Improvements comprising the Phase II - Block E
having a combined assessed value of not less than $125,000,000.00 shall not have occurred as of
January 1, 2028. but shall have occurred as of January 1, 2029. If Substantial Completion of the
Improvements comprising the Phase 11 - Block E having a combined taxable value of not less
than $125.000,000.00 shall not have occurred as of January 1, 2029, then the Incentive Payment
based upon the Incremental TIF derived from the Improvements comprising the Phase II - Block
E shall automatically shall be divested and shall terminate and be of no further force and effect
and the Incentive Payment Administrator shall not be entitled to any Incremental TIF with
respect to the Improvements comprising the Phase 11- Block E.
4.2.2.10 Phase II - Block A; If Substantial Completion of the
Improvements comprising the Phase II - Block A, as described on Exhibit "B" attached hereto.
shall not have occurred by January 1, 2027, then the Incentive Payment based upon the
Incremental TIF derived from the Improvements comprising the Phase II - Block A shall be
reduced in accordance with the following schedule: (i) by ten percent (10%) if Substantial
Completion of the Improvements comprising the Phase II - Block A having a combined assessed
value of not less than $248,000,000.00 shall occur as of January 1, 2028; (ii) by twenty percent
(20%a) if Substantial Completion of the Improvements comprising the Phase II - Block A not
having combined assessed value of not less than $248,000,000.00 shall not have occurred as of
January 1, 2028, but shall have occurred as of January 1, 2029; and (iii) by thirty percent (30%) if
Substantial Completion of the Improvements comprising the Phase II - Block A having a
combined value of not less than $248,000,000.00 shall not have occurred as of January 1, 2029,
but shall have occurred as of January 1, 2030. If Substantial Completion of Improvements
comprising the Phase II - Block A having a combined assessed value of not less than
$248,000,000.00 shall not have occurred as of January 1. 2030, then the Incentive Payment based
upon the Incremental TIF derived from the Improvements comprising the Phase II - Block A
shall automatically shall be divested and shall terminate and be of no further force and effect and
the Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to
the Improvement comprising the Phase II - Block A.
4.2.2.11 Phase II - Block B; If Substantial Completion of the
Improvement comprising the Phase II - Block B, as described on Exhibit "B" attached hereto,
shall not have occurred by January 1, 2027, then the Incentive Payment based upon the
Incremental TIF derived from Phase II - Block B shall be reduced in accordance with the
following schedule: (i) by ten percent (10%) if Substantial Completion of the Improvements
comprising the Phase 1I - Block. B having a combined assessed value of not less than
$ 1 85,000,000.00 shall occur as of January 1, 2028; (ii) by twenty percent (20%) if Substantial
Completion of the Improvements comprising the Phase II - Block B having a combined assessed
value of not less than $185,000,000.00 shall not have occurred as of January 1, 2028, but shall
have occurred as of January 1. 2029; and (iii) by thirty percent (30%) if Substantial Completion
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of the Improvements comprising the Phase II - Block B having a combined assessed value of not
less than $185,000,000.00 shall not have occurred as of January 1, 2029, but shall have occurred
as of January I, 2030. If Substantial Completion of the Improvement comprising the Phase It -
Block B having a combined assessed value of note less than $185,000.000.00 shall not have
occurred as of January 1. 2030, then the Incentive Payment based upon the incremental TIF
derived from the Improvements comprising the Phase II - Block B shall automatically shall be
divested and shall terminate and be of no further force and effect and the Incentive Payment
Administrator shall not be entitled to any Incremental T1F with respect to the Improvement
comprising the Phase II - Block B.
4.2.3 Assignment of Incentive Payments. Landowners acknowledge that
the rights to the Incentive Payment have been assigned to MWC Holdings (hereinafter also
sometimes, the "Incen iv Pa ment Administrat "). The assignment of the Incentive Payment
to the Incentive Payment Administrator shall not release Landowners of their duties and
obligations under this Agreement. The assignment of the Incentive Payment to the. Incentive
Payment Administrator, and the right of the Incentive Payment Administrator to subsequently
reassign all or discrete portions of the Incentive Payment are personal to the Incentive Payment
Administrator and such rights shall not be deemed to run to the Landowners.
CRA acknowledges that the Landowners have petitioned and received approval from the
County to establish Miami WorldCenter District. pursuant to the authority provided under
Chapter 190. Fla. Statutes, for the purpose of financing, constructing and maintaining (in whole
or in part) the Public Infrastructure Improvements. Following the establishment of the Miami
WorldCenter District. Landowners intend to convey the Public Infrastructure Improvements or
construction contract(s) therefore, and convey its interest in the same, to the Miami WorldCenter
District.
4.2.4 Limitation on Use of Incentive Payments. Incentive Payments paid
during the Term of this Agreement shall be used by Incentive Payment Administrator for the sole
and exclusive purpose of paying and/or reimbursing the costs of the constriction. maintenance,
operation, and debt service/debt issuance costs of the Project and/or the Miami WorldCenter
District to the extent such payments are a permitted use of TIF Increment pursuant to Chapter
163, Part III. Florida Statutes. Incentive Payment Administrator shall have the right, in its sole
and absolute discretion, to direct the use of the Incentive Payments for any authorized purpose
consistent with the limitations set forth hereinabove.
5. SUBORDINATION OF INCENTIVE PAYMENT.
5.1 Landowners and Incentive Payment Administrator each acknowledge and
agree that the obligations of the CRA under this Agreement to make Incentive Payments
hereunder are junior and subordinate to the obligations of the CRA to pay debt service with
respect to any bonds now existing or hereinafter issued by the CRA (collectively the "Bond
Obligations") and junior and subordinate to the payments to be made in connection with the grant
to be made in connection with "Mama Hattie" and the Grant Agreement. as amended. by and
between the City and the CRA and with respect to the Gibson Park (collectively, the "Grant
Obligations"), which Grant Obligations are more fully described in Exhibit "F". Under no
circumstances shall the CRA be obligated to make Incentive Payments from its general revenues
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or any other sources if Increment TIF is unavailable after the CRA makes all required payments
with respect to the Bond Obligations and the Grant Obligations. To the extent no Incremental
TIF or only a portion of the Incremental TIF is available to pay the CRA's obligations under this
Agreement as a result of the Bond Obligations and the Grant Obligations, the Incentive Payments
shall be reduced to the amount of Incremental TIF available, if any, and the shortfall shall be
deferred to subsequent years). If requested by the CRA, o Landowners, and the Incentive
Payment Administrator shall execute a subordination agreement confirming that this Agreement
is junior and subordinate to any Bond Obligations and Grant Obligations within ten (10) business
days of written request by the CRA.
5.2 Pledge of TIF Revenues. In the event the CRA issues additional bonds
subsequent to March 3. 2015 the CRA covenants and agrees not to pledge the Incremental TIF
derived from the Project which will be payable to Incentive Payment Administrator under this
Agreement as collateral for such bonds.
5.3 Additional Agreements Regarding Use of Incremental TIF. Landowners
and Incentive Payment Administrator, acknowledge and agree that nothing contained in this
Agreement shall be deemed or construed to prevent the CRA from entering into agreements
similar to this Agreement (each a "TIF Agreement') pursuant to which the CRA commits to pay
such developers a portion of the Incremental TIF generated from their project within the
Redevelopment Area. Landowners and Incentive Payment Administrator acknowledge and
agree that Incremental TIF generated from other projects which are subject to TIF Agreements)
will not be available to make up for any shortfall under Section S.I..
6. CHALLENGES.
6.1 No Liability. Landowners and Incentive Payment Administrator, hereby
forever waive and release the CRA from any liability whatsoever, now or hereafter arising in
connection with any challenge to this Agreement by a third party and covenant and agree not to
initiate any legal proceedings against the CRA in connection with any challenges to this
Agreement (other than as a result of a default by the CRA with respect to its obligations under
this Agreement).
6.2 Duty to Defend. In the event of any challenge to this Agreement, any party
in interest, at its or their sole cost and expense, may defend any such challenge by a third party.
The CRA shalt cooperate with Landowners and Incentive Payment Administrator, and, if
necessary, participate in the defense of such challenge provided that the Landowners and/or
Incentive Payment Administrator, as applicable. pays the cost of such defense.
7. REPRESENTATIONS OF LANDOWNERS. Landowners make the following
representations to the CRA as follows:
7.1 Landowners a limited liability company, duly organized and validly
existing under the laws of its state of formation and has full power and capacity to own its
properties. to carry on its business as presently conducted, and to enter into the transactions
contemplated by this Agreement.
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7.2 Landowners execution, delivery and performance of this Agreement has
been duly authorized by all necessary company actions and does not conflict with or constitute a
default under any indenture, agreement or instrument to which such Landowner is a party or by
which it may be bound.
7.3 This Agreement constitutes the valid and binding obligations of such
Landowners, enforceable against Landowners in accordance with its terms, subject to
bankruptcy. insolvency and other similar laws affecting the rights of creditors generally.
8. REPRESENTATIONS OF INCENTIVE PAYMENT ADMINISTRATOR.
MWC Holdings makes the following representations to the CRA:
8.1 MWC Holdings is a limited liability company duly organized and validly
existing under the laws of its state of formation and has full power and capacity to own their
properties. to carry on their business as presently conducted, and to enter into the transactions
contemplated by this Agreement.
8.2 MWC Holdingsexecution, delivery and performance of this Agreement
has been duly authorized by all necessary company actions and does not conflict with or
constitute a default under any indenture. agreement or instrument to which such entities are a
party or by which they may be bound.
8.3 This Agreement constitutes the valid and binding obligations of MWC
Holdings, enforceable against MWC Holdings in accordance with the terms. subject to
bankruptcy, insolvency and other similar laws affecting the rights of creditors generally.
9. REPRESENTATIONS OF THE CRA. The CRA makes the following
representations to Landowners:
9.1 The CRA is duly organized and validly existing under the laws of the State
of Florida and has full power and capacity to own its own properties, to carry on its business as
presently conducted by the CRA. and to perform its obligations under this Agreement.
9.2 The CRA's execution. delivery and performance of this Agreement has
been duly authorized by all necessary actions and does not conflict with or constitute a default
under any indenture, agreement or instrument to which it is a party or by which it may be bound.
9.3 This Agreement constitutes the valid and binding obligations of the CRA.
enforceable against the CRA in accordance with its terms, subject to bankruptcy. insolvency and
other similar laws affecting the rights of creditors generally.
10. NOTICES. All notices. demands, designations, certificates, requests. offers,
consents, approvals. appointments and other instruments given pursuant to this Agreement
(collectively called "Notices') shall be in writing and given by (a) hand delivery, (b) recognized
express overnight delivery service. (c) certified or registered mail. return receipt requested, or (d)
facsimile and shall be deemed to have been delivered upon (i) receipt.. if hand -delivered, (ii) the
next Business Day, if delivered by express overnight delivery service, (iii) if sent by certified or
registered mail, return receipt requested the day evidenced by the return receipt or the day
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delivery is refused; or (iv) transmittal, if sent on a business day by facsimile and if sent by
facsimile on a day other than a business day, on the first business day following transmittal.
Notices shall be provided to the parties and addresses specified below:
LANDOWNERS:
MIAMI FIRST, LLC
MIAMI THIRD. LLC
MIAMI FOURTH. LLC
MIAMI A/I, LLC
MIAMI SPE, LLC
c/o Miami WorldCenter Holdings, LLC
100 S.E. 2nd Street, Ste. 3510
Miami, Florida 33131
Fax: (305) -
BLOCK G PHASE I, LLC
BLOCK G PHASE 2, LLC
540 Madison Avenue, 8th floor
New York, NY 10022
Fax: ( ) -
TOWER 2, LLC
1951 N.W. 19th Street Ste. 200
Boca Raton, FL 33431
Fax: { ) -
INCENTIVE PAYMENT ADMINISTRATOR:
MIAMI WORLDCENTER HOLDINGS, LLC
100 S.E. 2"d Street, Ste. 3510
Miami. FL 33131
Fax: (305) -
Copy to:
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 W. Hagler Street
Suite 2200
Miami, FL 33130
Attention: Marina Ross, Esq. / Javier E. Fernandez, Esq.
Fax: (305) 789-3501
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Southeast Overtown/Park West
Community Redevelopment Agency
819 NW 211d Avenue, 3'd Floor
Miami, FL 33136
Attention: Clarence Woods, Executive Director
Faax: (305) 679-6835
Copy to:
Holland & Knight LLP
701 Brickell Avenue
Suite 3000
Miami. Florida 33131
Attention: William R. Bloom. Esq,
Fax: (305) 789-7799
11. APPROVAL OF CRA BUDGET. Landowners and the Incentive Payment
Administrator. acknowledge that no voter approval was obtained in connection with this
Agreement and that neither the City nor the County has approved this Agreement. In the event
this Agreement is determined to be unenforceable in whole or in part as a result of (i) the
multi -year CRA commitment regarding the Incentive Payments or (ii) the failure to obtain CRA
Approval, City Approval and County Approval of the CRA Budget including a line item for the
Incentive Payment on an annual basis. Landowners and Incentive Payment Administrator,
acknowledge and agree that the CRA shall have no liability to Landowners or the .Incentive
Payment Administrator arising under this Agreement. Landowners and the Incentive Payment
Administrator acknowledge that this provision is a material inducement for the CRA to enter into
this Agreement.
12. COUNTY APPROVAL. Landowners and the Incentive Payment Administrator,
acknowledges that this Agreement has not been submitted to the Board of County
Commissioners of the County for review or approval and that the Incentive Payments
contemplated by this Agreement will be included in the annual budget (subject to CRA
Approval) submitted by the CRA to the City Commission of the City for approval and submitted
by the CRA to the Board of County Commissioners of the County for approval, once the CRA
Budget is approved by the CRA Board and City Approval is obtained. The CRA shall use
commercially reasonable efforts to procure the City Approval and the County Approval of the
CRA Budget. The CRA shall have no liability to Landowner or Incentive Payment
Administrator in the event that City Approval and County Approval are not obtained.
13. NON -RECOURSE. This Agreement is non -recourse to the CRA. In the event of
a breach of this Agreement by the CRA, Incentive Payment Administrator may seek specific
performance of this Agreement or bring an action at law which shall be limited to recovery of
any Incentive Payments due under the terms of this Agreement and in no event shall Incentive
Payment Administrator have the right to seek damages against the CRA.
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14. DEFAULT BY LANDOWNER & INCENTIVE PAYMENT
ADMINISTRATOR.
14.1 In the event Landowners breach its duties and obligations under this
Agreement with respect to any Improvement, and such failure is not cured within thirty (30) days
of the issuance of written notice of default specifying the breach (or such longer period of time,
not to exceed one hundred and fifty (150) days. if the default, by its nature cannot reasonably be
cured within such thirty (30) day period and if Landowners has commenced curative action
within such thirty (30) day period and diligently pursues saute until completion not to exceed one
hundred and fifty (150) days), the CRA may pursue all remedies available at taw or in equity to
cause Landowners to comply with the terms of this Agreement, including equitable relief.
I4.2 In the event Incentive Payment Administrator breaches its duties and
obligations under Section 4.2.4 of this Agreement, and such failure is not cured within thirty (30)
days of the issuance of written notice of default specifying the breach (or such longer period of
time, not to exceed one hundred and fifty (150) days, if the default. by its nature cannot
reasonably be cured within such thirty (30) day period and Incentive Payment Administrator has
commenced curative action within such thirty (30) day period and diligently pursues same until
completion), the CRA may pursue all remedies available at law or in equity to cause Incentive
Payment Administrator to comply with the terms of this Agreement including equitable relief and
requiring the Incentive Payment Administrator to repay to the CRA any Incentive Payment funds
not utilized in accordance with Section 4.24 of this Agreement. In addition, so long as such
breach or default continues, the obligations of the CRA under this Agreement with respect to
Incentive Payments shall be suspended as against the defaulting party, and if any such breach
shall continue for more than one year, then the CRA shall have no further duties or obligations
under this Agreement to the Incentive Payment Administrator, with respect to such Incentive
Payments.
14.3 No default by Landowners under Section 14.1 with respect to an
Improvement constructed on the Property shall be deemed a breach by Incentive Payment
Administrator under Section 14.2 with respect to the Project and, conversely, no breach by the
Incentive Payment Administrator with respect to its obligations under Section 14.2 shall be
deemed a breach by Landowners under Section 14.1
15. ADJUSTMENT TO FOLIO NUMBERS. Landowners and CRA each
acknowledge that the current tax folio numbers with respect to the Property shall change as a
result of the redevelopment of the Property in connection with the Project, including the adoption
of a revised subdivision plan. In such event, the Executive Director of the CRA and Landowners
shall proceed in good faith to agree as to which new folio numbers are applicable to portions of
the Project. based upon the adjustment in such new folio numbers by the Miami -Dade County
Property Appraiser.
16. RELATIONSHIP BETWEEN PARTIES. This Agreement does not evidence the
creation of, nor shall it be construed as creatin„ a partnership or joint venture between the CRA
and Landowners. No party can create any obligations or responsibility on behalf of the others or
bind the others in any manner. Each party is acting for its own account, and it has made its own
independent decisions to enter into this Agreement and as to whether the same is appropriate or
3I
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SEEN AT THE END OF THIS DOCUMENT.
proper for it based upon its own judgment and upon advice from such advisors as it has deemed
necessary. Each party acknowledges that none of the other parties hereto is acting as a fiduciary
for or an adviser to it in respect of this Agreement or any responsibility or obligation
contemplated herein. Landowners further represent and acknowledge that no one was paid a fee,
commission, gift or other consideration by such party or such party's agent as an inducement to
entering into this Agreement.
17. AGREEMENT TO RUN WITH THE LAND. Except as set forth in Section 4.2.3
and Section 4.2.4, this Agreement. and all rights and obligations herein, shall be binding upon
Landowners and their respective successors and assigns and run with title to the Property. In the
event all or any portion of the Property is conveyed to a third party such successor owner shall be
bound by the terms and provisions of this Agreement to the same extent as if such successor
owner had executed this Agreement.
18. BUDGET & APPROPRIATION. CRA covenants and agrees to budget the
Incentive Payment as a line item in its annual operating budget subject to CRA Approval. City
Approval and County Approval. CRA further covenants to use commercially reasonable efforts
to procure annual approval of its operating budget. including the Incentive Payment as
contemplated by this Agreement, by both the City and County.
19. CONSULTANT AND PROFESSIONAL COMPENSATION. Landowners and
Incentive Payment Administrator have retained consultants and professionals to assist
Landowners and the Incentive Payment Administrator with the negotiation and execution of this
Agreement. and Landowners and Incentive Payment Administrator may compensate those
consultants and professionals at their standard hourly rate for services performed, or any other
method of compensation that is considered standard and reasonable for that particular service.
Notwithstanding anything to the contrary contained herein. in no event shall Landowners and
Incentive Payment Administrator compensate any such consultant or professional in any form
that would be deemed a "bonus," "success fee" or "tinder's fee" in exchange for the CRA
Board's approval of this Agreement.
20, MISCELLANEOUS.
20.1 All of the parties to this Agreement have participated fully in the
negotiation and preparation hereof, and. accordingly, this Agreement shall not be more strictly
construed against any one of the parties hereto and shall be interpreted in accordance with its
plain meaning.
20.2 In the event any term or provision of this Agreement is determined by
appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its
nearest legal meaning or be construed as deleted as such authority determines. and the remainder
of this Agreement shall be construed to be in full force and effect.
20.3 In the event of any litigation between the parties under this Agreement, the
prevailing party shall be entitled to recover attorneys' fees and costs at trial and appellate levels.
32
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SEEN AT THE END OF THIS DOCUMENT.
20.4 In construing this Agreement, the singular shall be held to include the
plural. the plural shall be held to include the singular. the use of any gender shall be held to
include every other and all genders. and captions and Paragraph headings shall be disregarded.
20.5 All of the exhibits attached to this Agreement are incorporated in, and
made a part of, this Agreement.
Agreement.
20.6 Time shall be of the essence for each and every provision of this
20.7 No provision of this Agreement is intended. nor shall any be construed, as
a covenant of any official (either elected or appointed), director, employee or agent of the CRA,
in an individual capacity.
20.8 This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida. Any action, in equity or in law, with respect to this Agreement
must be brought and heard in Miami -Dade County, Florida.
20.9 This Agreement shall be recorded in the Public Records of Miami -Dade
County at the sole cost and expense of Landowners.
20.10 This Agreement may not be changed, altered or modified except by an
instrument in writing signed by the party against whom enforcement of such change would be
sought.
20.11 From time to time and upon written request from a Landowner or the
Incentive Payment Administrator (or any Assignee), the Executive Director, on behalf of the
CRA, shall execute an estoppel certificate or similar certification, in form, scope and substance
reasonably acceptable to the requesting party, confirming such Landowner's or Incentive
Payment Administrator's (or any Assignee) compliance with the conditions set forth in this
Agreement with respect to the applicable Improvements (and/or disclosing any then failure or
default by either such party).
entirety.
20.12 This Agreement shall supersede and replace the Original Agreement in its
21. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof and there are no other
agreements. representations or warranties other than as set forth herein. This Agreement shall be
binding upon the parties hereto and their respective successors and permitted assigns.
[SIGNATURE PAGES TO FOLLOW]
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SEEN AT THE END OF THIS DOCUMENT.
IN WITNESS hereof the parties have executed this Agreement as of the date first above
written.
WITNESS:
LANDOWNERS:
MIAMI FIRST. LLC, a Delaware limited
liability company
By: MIAMI FIRST MANAGER, INC., a
Delaware corporation, its managing
member
By:
Print Name: Name: Nitin Motwani
Title: Vice President
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of . 20I 7,
by , as Vice President of Miami First Manager, Inc.. Delaware corporation, as
managing member of Miami First, LLC, a Delaware limited liability company, on behalf of the
limited liability company, who is personally known to me or has produced
as identification.
My Commission Expires:
Notary Public. State of Florida
34
# 49370907 v 4
WITNESS:
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT,
MIAMI THIRD, LLC, a Delaware limited
liability company
By: MIAMI THIRD MANAGER, INC., a
Delaware corporation, its managing
member
By:
Print Name: Name: Nitin Motwani
Title: Vice President
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this _ day of . 2017,
by , as Vice President of Miami Third Manager, Inc., a Delaware corporation,
as managing member of Miami Third. LLC, a Delaware limited liability company, on behalf of
the corporation and the limited liability company, who is personally known to me or has
produced as identification.
My Commission Expires:
35
Notary Public. State of Florida
#49370907 v 1
WITNESS:
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE EN❑ OF THIS DOCUMENT.
MIAMI FOURTH, LLC, a Florida limited
liability company
By: MIAMI FOURTH MANAGER, INC..
a Delaware corporation, its managing
member
By:
Print Name: Name: Nitin Motwani
Title: Vice President
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day ❑f
, 2017, by . as Vice President of Miami Fourth Manager, Inc.. a
Delaware corporation, as managing member of Miami Fourth. LLC. a Delaware limited liability
company. on behalf of the corporation and the limited liability company, who is personally
known to me or has produced as identification.
My Commission Expires:
36
Notary Public. State of Florida
#4Q370907 v-I
WITNESS:
Print Name:
Print Name:
STATE OF FLORIDA
COUNTY OF IVIIAMI-DADE
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
MIAMI AII, LLC, a Delaware limited
liability company
By: MIAMI Ail MANAGER. INC., a
Delaware corporation, its managing
member
By:
Name: Nitin Motwani
Title: Vice President
The foregoing instrument was acknowledged before me this day of , 2017.
by , as Vice President of Miami AA Manager, Inc., a Delaware corporation,
as managing member of Miami Ali, LLC, a Delaware limited liability company, on behalf of the
corporation and the limited liability company, who is personally known to me or has produced
as identification.
My Commission Expires:
37
Notary Public. State of Florida
ft4937O947_v1
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS ❑OCUMENT.
MIAMI SPE. LLC. a Florida limited liability
company
WITNESS;
By:
Print Name: Name: Arthur Falcone
Title: Manager
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of . 2017.
by Arthur Falcone, as manager of Miami SPE, LLC, a Florida limited liability company, on
behalf of the company, who is personally known to me or has produced
as identification.
My Commission Expires:
38
Notary Public. State of Florida
#49370907 v I
WITNESS:
Print Name:
Print Name:
Date:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
BLOCK G PHASE 2, LLC, a Delaware
limited liability company
By: BLOCK G HOLDINGS, LLC. a
Delaware limited liability company,
its managing member
By: 7TH STREET NORTH MIAMI
(FL). LLC. a Delaware limited
liability company, its managing
member
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of , 2017,
by , as of 7th Street North Miami (FL).
LLC, a Delaware limited liability company, as managing member of Block G Holdings, LLC, a
Delaware limited liability company, as managing member of Block G Phase 2, LLC, a Delaware
limited liability company, on behalf of the companies, who is personally known to me or has
produced as identification.
My Commission Expires:
39
Notary Public. State of Florida
049370907 v I
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT,
WITNESS:
Print Name:
Print Name:
Date:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
BLOCK G PHASE 1, LLC, a Florida
limited liability company
By: By: SM REIT, LLC,
a Delaware limited liability company
Its Sole Member
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of . 2017,
by as of SM REIT, LLC, a Delaware
limited liability company, on behalf of the corporation and limited liabiliy company, who is
personally known to me or has produced as identification,
My Commission Expires:
40
Notary Public, State of Florida
4493 709O7 v I
WITNESS:
THIS DOCUMENT 15 A SUBSTITUTI❑N TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
TOWER 2, LLC, a Delaware limited
liability company
By:
Print Name: Name: Daniel Kodsi
Title: Managing Princip I
Print Name:
Date:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of . 2017.
by Daniel Kodsi. as Managing Principal of Block G Holdings. LLC, a Delaware limited liability
company, on behalf of the company, who is personally known to me or has produced
as identification.
My Commission Expires:
Notary Public, State of Florida
4]
449370907 v1
THIS DOCUMENT 15 A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
CRA:
Southeast OvertownlPark West Community
Redevelopment Agency, a public agency and
body corporate created pursuant to Section
I63.356, Florida Statutes
WITNESS:
By:
Print Name: Clarence E. Woods. III
Executive Director
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
}
) SS:
ATTEST:
By:
Todd B. Hannon
Clerk of the Board
APPROVED AS TO FORM AND
CORRECTNESS:
By:
r William R. Bloom
CRA Special Counsel
The foregoing instrument was acknowledged before me, this _ day of , 2017.
by Clarence E. Woods. III, Executive Director of SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes, on behalf of the agency. He/she is personally
known to me or has produced as identification.
42
449370907 vI
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JOINDER BY
INCENTIVE PAYMENT ADMINISTRATOR
The undersigned hereby joins in and consents to the execution of the foregoing Amended
and Restated Miami WorldCenter Economic Incentive Agreement.
Date:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
l
}
MIAMI WORLDCENTER HOLDINGS,
LLC, a Delaware limited liability company
By: PWV GROUP 1 HOLDINGS, LLC.
a Delaware limited liability
company. its manager
By:
Narne:
Title:
The foregoing instrument was acknowledged before me this day of , 2017.
by . as of PWC Group I Holdings. LLC,
a Delaware limited liability company, as manager of Miami WorldCenter Holdings, LLC, a
Delaware limited Iiability company, on behalf of the companies, who is personally known to me
or has produced as identification.
Notary Public, State of Florida
My Commission Expires:
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
Exhibit "A"
Legal Description of Property
(Folio No. 01-3137-080-00101
Tract "A" of the "Miami Worldcenter Plat I. according to the plat thereof, as recorded in Plat Book 171,
at Page 28, of the Public Records of Miami -Dade County, Florida
(Multiple Folios)
Tract "B" of the "Miami Worldcenter Plat 2," according to the plat thereof, as recorded in Plat Book 171
at Page 52 of the Public Records of Miami -Dade County, Florida.
Parcel H-1 (Folio No. 01-0101-080-1010)
The North 125 feet of Lots 1 and 2, Block 18 North. City of Miami, according to the plat thereof,, as
recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida, LESS the east
10 feet of Lot 1.
Parcel H-2 (portion of Folio No. 01-0101-080-1011)
The South 25 feet of Lots 1 through 5, the North 12.5 feet of Lot 15, the North 25 feet of Lot 16, and the
North 12.5 feet of Lots I9 and 20, Block 18 North, City of Miami. according to the plat thereof, as
recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida,
Parcel J-3 (Folio No. 01-0101-090-1121)
The South 125 feet of Lot 14. Block 19 North, City of Miami. according to the plat thereof, as recorded
in Plat Book B. at page 41 of the Public Records of Miami -Dade County, Florida.
Parcel .1-2 (Folio No. 01-0101-090-1130)
The South 125 feet of Lot 15. Block 19 North, City of Miami, according to the plat thereof. as recorded
in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida.
Parcel J-3 (Folio No. 01-0101-090-1052)
The North 125 feet of Lot 6. Block 19 North. City of Miami, according to the plat thereof as recorded in
Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida.
Parcel J-4
Folio No. 01-0101-090-1060)
The North 125 feet of Lots 7 and 8. Block 19 North, City of Miami, according to the plat thereof, as
recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida.
Parcel J-5 (Folio No. 01-0101-090-1090)
The North 125 feet of Lots 9 and 10, Block 19 North, City of Miami, according to the plat thereof, as
recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County. Florida.
LESS AND EXCEPT: The land conveyed to the City of Miami set forth in Warranty Deed recorded in
Official Records Book 11622, page 2042, more particularly described as follows:
The West 10 feet of the North 125 feet of Lot 10, Block 19 North, City of Miami. according to the plat
thereof, as recorded in Plat Book B, at page 4 i of the Public Records of Miami -Dade County, Florida.
Parcel J-6 (Folio No. 01-0101-090-1 140)
The South 147.5 feet of Lots 16, 17, 18, 19 and the South 147.5 feet of the West 40 feet of Lot
20, less the South 10 feet thereof, Block 19 North. City of Miami. according to the plat thereof.
44
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as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida.
LESS AND EXCEPT the following portion of Lot 20:
Begin at the Point of Intersection of the West line of the East 10.00 feet of said Lot 20 with the South
line of the North 2.50 feet of said Lot 20; thence run S 02°14'17" E along the West line of the East 10.00
feet of said Lot 20 for a distance of 48.09 feet to the Point of Curvature of a circular curve concave to the
West; thence run Northerly and Northwesterly along the arc of said circular curve concave to the West,
having a radius of 428.88 feet, through a central angle of 06°28'41 ", for an arc distance of 48.15 feet to
the Point of Intersection with the South line of the North 2.50 feet of said Lot 20; thence run N 87°44' I4"
E, along the South line of the North 2.50 feet of said Lot 20, for a distance of 2.72 feet to the Point of
Beginning.
Parcel J-7 (Folio No. 01-0101-090-I010)
The North 121 feet of Lots I, 2 and 3, less the East 10 feet of Lot I, Block 19, North City of Miami,
according to the plat thereof, as recorded in Plat Book B, at Page 41. of the Public Records of
Miami -Dade County. Florida, LESS AND EXCEPT the following portion of such Lot 1:
Begin at the Point of Intersection of the North line of said Lot 1 with the West line of the
East 10.00 feet of said Lot 1; thence run S 87°44'35" W, along the North line of said Lot. I; for a
distance of 40.00 feet to the Northwest corner of said Lot 1; thence run S 02°14'15" E, along the
West line of said Lot 1, for a distance of 65.00 feet to the Point of Intersection with the South
line of the North 65.00 feet of said Lot 1; thence run N 87°44'35" E. along the South line of the
North 65.00 feet of said Lot 1. for a distance of 11.88 feet: thence run S 12°49'23'' E for a
distance of 56.95 feet to the Point of Intersection with the North line of the South 29.00 feet of
said Lot I, thence run N 87°44'14- E, along the North line of the South 29.00 feet of said Lot 1.
for a distance of 17.67 feet to the Point of Intersection with the West line of the East 10.00 feet of
said Lot 1; thence run N 02°14'17" W, along the West line the East 10.00 feet of said Lot I. for a
distance of 120.98 feet to the Point of Beginning.
Parcel J-8 (Folio No. 01-0101-090-1050)
The North 125 feet of Lot 4, Block 19, North, City of Miami, according to the plat thereof, as
recorded in Plat Book B. Page 41, of the Public Records of Miami -Dade County, Florida.
Parcel J-9 (Folio No. 01-010I-090-1051)
The North 125 feet of Lot 5, Block 19, North, City of Miami. according to the plat thereof, as recorded in
Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida.
Parcel J-10 (Folio No. 01-0101-090-1030)
\The South 25 feet of lots 1 through 10, the North 25 feet of Lots I I, 13 14 and 15, the North 15 feet of
Lot 12, the North 2.5 feet of Lots 16 through 19, the North 2.5 feet of the West 40 feet of Lot 20, and the
North 25 feet of the East 10 feet of Lot 20, Block 19 North, City of Miami, according to the Plat thereof;
as recorded in Plat Book B', at Page 4] of the Public Records of Miami -Dade County, Florida.
and
The North 4 feet of the South 29 feet of Lots I through 3, Block 19 North, City of Miami, according to
the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County,
Florida.
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IJ-Haul Parcel (Folio No. 01-0101-090-1 100, 01-0101-090-1 100, & 01-0101-090-1120)
Lots 11. 12 and 13, Block 19 North. Map of Miami, as recorded in Plat Book "B," Page 41, ofthe Public
Records of Miami -Dade County. Florida;
LESS AND EXCEPTING THEREFROM the North 15.00 feet and North 40.00 feet of the South 125.00
feet of the West 10.00 feet of Lot 1 1; and the North 15.00 of said Lot 12, and the North 25.00 feet of said
Lot 13.
Parcel K-1 (Folio No. 01-0102-030-1010)
The North 30 feet of the South 75 feet of Lots 1 and 2, Block 23 North, City of Miami, according to the
Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County,
Florida.
Parcel K-2 f Folio No. 01-0102-030-1020)
The North one half of Lots 1 and 2, Block 23 North, City of Miatni, according to the Plat thereof, as
recorded in Plat Book "B", at Page 41 ofthe Public Records of Miami -Dade County, Florida.
Parcel K-3 (Folio No. 01-0102-030-1030)
The South 45 feet of Lots 1 and 2, Block 23 North. City of Miami, according to the Plat thereof, as
recorded in Plat Book '`B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-4 (Folio No. 01-0102-030-1040)
Lot 3. Block 23 North. City of Miarni, according to the Plat thereof, as recorded in Plat Book "B", at
Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-5 (Folio No. 01-0102-030-1060)
Lot 6, LESS the North 10 feet thereof, Block 23 North, City of Miami, according to the Plat thereof, as
recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-6 (Folio No. 01-0102-030-1070)
Lots 7 and 8, LESS the North 8 feet thereof, Block 23 North, City of Miami. according to the Plat
thereof, as recorded in Plat Book "B at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-7 (Folio No. 01-0102-030-1100)
The South 50 feet of Lots 9 and 10, Block 23 North, City of Miarni, according to the Plat thereof, as
recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-8 (Folio No. 01-0102-030-1120)
The South one half of Lot 11, Block 23 North. City of Miami, according to the Plat thereof, as recorded
in Plat Book "13". at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-9 (Folio No. 01-0102-030- 1 [ 30)
The South one half of Lot 12. Block 23 North. City of Miami, according to the Plat thereof. as recorded
in Plat Book "B". at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-10 (Folio No. 01-0102-030-1140)
Lot 13, Block 23 North, City of Miami. according to the Plat thereof, as recorded in Plat Book '`B", at
Page 41 of the Public Records of Miami -Dade County, Florida.
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Parcel K-1 1 (Folio No. 01-0102-030-1200)
The South 85 feet of Lot 19. Block 23 North, City of Miami, according to the Plat thereof. as recorded in
Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-12 (Folio No. 01-0102-030-1210)
The North 65 feet of Lot 19 and the North 65 feet of Lot 20. Block 23 North, City of Miami, according to
the Plat thereof, as recorded in Plat Book "B". at Page 41 of the Public Records of Miami -Dade County.
Florida.
Parcel K-I3 (Folio No. 01-0102-030-1220)
The South 85 feet of Lot 20. Block 23 North. City of Miami, according to the Plat thereof, as recorded in
Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-14 (Folio No. 01-0102-030-1050)
Lots 4 and 5, Block 23, North, City of Miami. according to the map or plat thereof. recorded in
Plat Book B, Page 41, of the public records of Miami -Dade County, Florida.
Parcel K-I5 (Folio No. 01-0102-030-1090)
The South 50 feet of the North 100 feet of Lots 9 and 10, BIock 23, NORTH. CITY OF MIAMI,
according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade
County. Florida.
Parcel K-16 (Folio No. 01-0102-030-1110)
The South 25 feet of the North 75 feet of Lots 11 and 12, and the North 50 feet of Lots 11 and 12, Block
23, MIAMI NORTH, according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public
Records of Miami -Dade County, Florida.
Parcel K- I 7 (Folio No. 01-0102-0 3 0-1080)
The North 50 feet of Lots 9 and 10, Block 23 North, CITY OF MIAMI, according to the plat thereof as
recorded in Plat Book B. Page 41, of the Public Records of Miami -Dade County. Florida.
Block 58 — South of FEC R.O.W. (Folio No. 01-0105-080-1070 01-0105-080-1080, 01-0105-080-1090.
01- 105-080-1 100. & 01-0105-080-1 110)
The South 120 feet of Lots 11, 12, 13. and 14, all in Block 58, NORTH CITY OF MIAMI, according to
the plat thereof, as recorded in Plat Book B. Page 41, of the Public Records of Miami -Dade County,
Florida.
Block 58 — South of FEC R.O.W. Foli No 01-0105-080-1 120
The South 120 feet of Lots 19 and 20, less the East 10 feet of Lot 20, Block 58, NORTH OF
CITY OF MIAMI. according to the plat thereof. as recorded in Plat Book B, Page 41, of the
Public Records of Miami -Dade County, Florida.
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Exhibit "B"
The Project
MIAMI WORLD CENTER is mixed use development consisting of two (2) master Phases in multiple
sub -phases. Below is a summary of the anticipated phasing of the Project with all Anticipated
Development Values being good faith projections as of the date of the Agreement of which this exhibit is
a part.
PHASE 1:
Tract A - 11.83 acres +1-
Phase I Retail: Not less than 360.000 gross square feet of retail space on four blocks
within the Project comprised of two parts: (i) Part A - 200,000 gross square feet of retail
space; and (ii) Part B - 160,000 gross square feet of retail space. Anticipated
Development Value: $60 million
ii. Tract A Condominium: Not less than 500-unit condominium tower on approximately
2.3559 acres of land. Anticipated Development Value: $350 million
iii. Tract A Apartments: Not less than 400-apartment units to be constructed in one
building. Anticipated Development Value: $125 million
iv. Tract A Commercial: Not less than 200,000 gross square feet commercial and/or office
building. Anticipated Development Value: $165 million
v. Tract A Mixed -Use Building: Not less than 100,000 gross square foot of mixed -use
building. Anticipated Development Value: $60 million
vi. Tract A Garages: Two (2) parking garages containing not less than 1,600 spaces to be
constructed concurrently with the Phase I Retail. Anticipated Development Value:
$70 million
Block G - 1.78 acres +1-
Block G Apartments - Phase I: 400 multi -family apartments with 16,000 gross square
feet of retail space to be constructed in one tower. Anticipated Development Value:
$130 million
ii. Block G Apartments - Phase II: 400 multi -family apartments with 2,500 gross square
feet of retail to be constructed in one tower. Anticipated Development Value: $115
million
48
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PHASE 2:
Phase .II - Block E
Anticipated Development Value: $155 million
• Program undefined
Phase II - Block A
Anticipated Development Value: $31 0 million
• Program undefined
Phase II - Block B
Anticipated Development Value: $231 million
■ Program undefined
49
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h+I9370907 v I
Exhibit ``C"
Estimated TIF by Phase
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PHASE I Estimated Phase
Completion
Tract A Retail
Anticipated Development Value:
Estimated TIF:
Tract A Condominium
• Anticipated Development Value:
• Estimated TIF:
Tract A Apartments
• Anticipated Development Value:
Y' Estimated TIF:
Tract A Commercial
Anticipated Development Value:
Estimated TIF:
Tract A Mixed -Use Building
Anticipated Development Value:
• Estimated TIF:
Tract A Garages
• Anticipated Development Value:
Estimated TIF:
Block G Apartments — Phase I
• Anticipated Development Value:
Estimated TIF:
Block G Apartments — Phase II
Anticipated Development Value:
i3 Estimated TIF:
Phase I Total Anticipated Development Value:
Phase I Total Estimated TIF:
50 = 57 "#5499825 k••4
" "" Profile Info #5499825 v4
k49370907_v+-
$60 million
$596.584
$350 million
$3,480,,075
$125 million
$ 1.242.884
$165 million
$1,640,607
$60 million
$596.584
$70 million
$695,015
$130 million
$1,292,599
$l I5 million
$ 1 ,143,453
$ 1.075 billion
$10,687.801
January 1, 2019
January 1.2019
January 1, 2021
January I, 2021
January 1, 2021
.January 1, 2019
January 1, 2021
January 1, 2021
PHASE II
Phase II - Block E
r Anticipated Development Value: $155 million
Estimated TIF: $1.54 1,176
Phase II - Block A
it Anticipated Development Value: $310 million
.> Estimated TIE': $3,082,352
Phase II - Block B
Anticipated Development Value: $231 million
Estimated TIF: $2,296.849
Phase II Total Anticipated Development Value: $696 million
Phase II Total Estimated TIF: $6,920,376
Total Project Anticipated Development Value: $1.771 billion
Total Project Estimated TIF: S17,608,177
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January 1, 2024
January 1, 2025
January 1, 2025
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Exhibit '`D"
Public Infrastructure Improvements
Miami World Center
Public Improvements — As of 10-27-2016
#
Description
Coastal/Tishman
Amount
1.
Metro Mover Station Improvements
$4,500,000
2.
Parking Space Mitigation
$2,256,200
3.
Water Distribution & Wastewater Collection Systems
$8,288,500
4.
Storm Water Management System & Roadway Improvements
$14,110,300
5.
FPL— Power Distribution Improvements
$3,324,400
6.
Telecommunication Improvements
$1,581,500
7.
Miscellaneous Improvements
$4,299,000
8.
Landscaping & Hardscape
$8,952,300
9.
Signalization
$3,170,300
10.
Water Features
$300,000
11.
Contingency for Other Conditions
$2,000,000
12.
Contingency for Unforeseen Utility Relocations
$1,000,000
13.
Escalation 5% (without parking)
$2,200,000
14,
GRAND TOTAL WITHOUT PARKING
$55,982,500
449370907_v+
Exhibit "E-1"
Redevelopment Area
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N4937O907_v42
Exhibit "E-2"
Overtown Boundaries
Exhibit "F'
CRA Bond Obligations and Grant Obligations
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Name Par Amount Annual Debt Service Maturity Year
Mama Hattie $10 million (est) unknown
Gibson Park Improvement Grant $14.1 million (See Exhibit F-1) 2030
49370907 v-4Z
Exhibit "F-1"
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Exhibit "G"
First Source Hiring Agreement
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#4937O907_v4'
Exhibit "G„
Prepared By:
William R. Bloom, Esq_
Holland & Knight LLP
701 BrickelI Avenue, Suite 3300
Miami. FL 33131
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THE MIAMI WORLDCENTER
FIRST SOURCE HIRING AGREEMENT (OPERATIONS)
(Hotel/Retail/Office/Apartments)
THIS AGREEMENT is made this day of , 2017, by and between
SOUTHEAST OVERTOWNIPARK WEST REDEVELOPMENT COMMUNITY
REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section
163.356, Florida Statutes (the "CRA'") and MIAMI FIRST, LLC, a Delaware limited liability
company, MIAMI THIRD, LLC, a Delaware limited liability company, MIAMI FOURTH, LLC,
a Florida limited liability company, MIAMI A/T, LLC, a Delaware limited liability company,
Miami SPE, LLC. a Florida limited liability company, and BLOCK G PHASE 1, LLC, a Florida
limited liability company, BLOCK G PHASE 2, LLC, a Delaware limited liability company and
TOWER 2, LLC, a Delaware limited liability company (individually, a "Landowner", collectively
the "Landowners").
RECITALS
A. The CRA was formed for the purpose of removing slum and blight in the Southeast
OvertownlPark West redevelopment area (the "Redevelopment Area") and to promote
redevelopment and employment within the Redevelopment Area.
B. The Landowners are the owners of property located within the Redevelopment Area
which is more particularly described in Exhibit "A" attached hereto and made a part hereof (the
:Property").
C. Landowners intend to develop the Property in various phases as a mixed -use
project, which may contain, among other uses, retail, office and hotel uses (collectively, the
-'Project").
D. Simultaneously with the execution of this Agreement, the CRA and the
Landowners have entered into an Amended and Restated Miami WorldCenter Economic Incentive
Agreement (the ``Incentive Agreement") pursuant to which the CRA will make tax increment funds
available to Miami WorldCenter Holdings, LLC (the -'Incentive Payment Administrator"), which
Funds shall be used to defray a portion of the costs of development of the Project, as more
particularly provided in the Incentive Agreement.
E. Landowners have agreed to enter into this Agreement in order to induce the CRA
to enter into the Incentive Agreement.
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NOW THEREFORE, in consideration often dollars ($10.00) and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
1, RECITALS. The Recitals to this Agreement are true and correct and incorporated
herein by reference and made a part hereof.
2. DEFINITIONS. The following terms used in this Agreement shall have the
following meanings:
2.1 "Agreement" shall mean this First Source Hiring Agreement.
2.2 "City" shall mean the City of Miami, Florida.
2.3 ``County" shall mean Miami -Dade County, Florida,
2.4 "Executive Director" means the executive director of the CRA.
2.5 "Full Time Employee" shall mean an individual employed for a minimum
of thirty-five (35) hours per standard work week and receiving the employment benefit provided
to employees classified as full time employees.
2.6 "Landowner(s)" shall have the meaning ascribed to such term in the
introductory paragraph and shall include each Landowners successors and assigns.
2.7 '`Operations Phase" shall mean that time period between the six (6) months
immediately preceding the Substantial Completion of each Project Improvement, as said term is
hereinafter defined, and ending upon the termination of the CRA which is currently set to expire
on March 31, 2030, as same may be extended with the approval of the City and the County in
accordance with applicable laws.
2.8 "Part Time Employee' shall mean an individual employed who is not
classified as a Full Time Employee.
2.9 "Project Improvement" means any improvement developed on the Property
subsequent to March 3, 2015 utilized for office, retail, hotel, or residential uses,
2.10 "Residents" shall mean residents of the County.
2.11 "Redevelopment Area" shall mean the Southeast OvertownlPark West
Redevelopment Area.
2.12 "Substantial Completion or Substantially Completed" or words of like
import, means with respect to such Project Improvement that a temporary or permanent certificate
of occupancy, or its equivalent, has been issued by the City for such Project Improvement. For
the avoidance of any doubt, should the Project Improvement consist of a condominium, Substantial
Completion of such condominium Project Improvement shall mean that a temporary or permanent
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certificates of occupancy, or their equivalent have been issued by the City for not less than eighty
percent (80%) of the units comprising the Project Improvement.
2.13 "Tenant" means with respect to each Project Improvement (i) the
management company operating the Project Improvement provided, however this shall riot apply
to any condominium Project Improvement which is under construction as of the date of this
Agreement; and (ii) a retail tenant leasing space in such Project Improvement.
3. HIRING AND EMPLOYMENT PROGRAM
3,1 Participation Requirement. With respect to each of the Project
Improvement, the respective Landowners shall require not less than 15% of the Full Time
Employees working at the Project Improvement (measured on terms of the total number of Full
Time Employees working at the Project Improvement) to be Residents (the "Full Time
Employment Requirement") and 15% of the Part Time Employees working at the Project
Improvement (measured on terns of the total number of hours worked by Part Time Employees
employed at the Project Improvement who are Residents and total number of Part Time Employee
hours worked at the Project Improvement) to be Residents (the '`Part Time Employee
Requirement"), which initial hires shall be accordance with the following priorities:
3.1.1 First, to Residents living within the Redevelopment Area, as more
particularly shown on the sketch attached as Exhibit "B-1 ", which
encompasses part of zip code 33136;
3.1.2 Second to Residents living within the boundaries of the Overtown
community, as shown on the sketch in Exhibit "B-2", which community
encompasses part of the zip code 33136;
3.1.3 Third, to Residents living within zip codes 33127, 33128, 33130, 33136,
33142, 33125, 33135, 33150, and West Coconut Grove (the "CRA Targeted
Zip Codes") which include the five (5) highest poverty rated zip codes in
the City;
3.1.4 Fourth, to Residents residing in the City outside the CRA Targeted Zip
Codes;
3.1.5 Fifth, to Residents of zip codes 33010, 33030, 33034, 33054 and 33161 (the
"County Targeted Zip Codes") which are the five (5) highest poverty rated
zip codes located in the County; and
3.1.6 Sixty, to Residents residing outside of the County Targeted Zip Codes.
The above -outlined hiring priorities shall not be deemed or construed to require the hiring of Full
Time Employees or Part Time Employees that do not possess the minimum qualifications
necessary to fulfill the requirements of the employment opportunity(ies) then available.
3.2 Coordination with Local Agencies. With respect to each Project
Improvement, the respective Landowners and each Tenant shall consult and coordinate with the
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City's CareerSource South Florida center, located at Lindsey Hopkins Technical Center at 750
NW 20`1' Street, 4`1' Floor, State of Florida economic development entities, or other similar entities
recommended by the Executive Director regarding job training and job placement services to City
residents seeking to maximize employment opportunities at each Project Improvemen.
3.3 Community Outreach. With respect to each Project Improvement, the
respective Landowners, in coordination with the Tenants (to the extent they are willing to
participate), the CRA and the organizations identified in Section 3.2, shall hold job training
workshops not Less than twice annually during the initial two (2) years of the Operations Phase of
such Project Improvement that: (i) provide adequate notice to Residents of job opportunities; (ii)
involve the collaboration of Tenants within the Project Improvement, community -based
organizations and other groups to ensure that appropriate training programs are developed and
offered to Residents; (iii) establish a mechanists whereby Residents can receive job training in the
skills requested by Tenants within such Project Improvement; and (iv) establish a system for
prompt reliable pre-screening and referral of applicants to the respective Landowners and Tenants,
as appropriate, as jobs become available (each, a "lob Training Workshop", and collectively, the
"Job Training Workshops").
3.4 Operations Phase. Following the initial two (2) year period of the
Operations Phase with respect to each Project Improvement, the respective Landowners shall, in
coordination with its Tenants (to the extent they are willing to participate), organize and conduct
not less than two (2) job fairs annually, each of which shall be geared toward attracting and
employing Residents who seek training and employment at such Project Improvement (the "Job
Fairs"). In organizing and conducting such Job Fairs. the respective Landowners may work with
or through such institutions or organizations such as Miami Dade College or other educational or
community based organizations.
3.5 Tenant Participation. For each Job Training Workshop, the respective
Landowners shall use cotntnercially reasonable efforts to: (a) collaborate with community -based
organizations to ensure that appropriate skills training programs are established with the objective
of training Residents for employment at such Project Improvements; and (b) procure the
participation of each Tenant within such Project Improvement in such Job Fairs.
3.6 Available Positions. For each Job Training Workshop and Job Fair, the
respective Landowners shall use commercially reasonable efforts to cause Tenants within the
Project Improvements to identify available positions, including the minimum qualifications
required for each position.
3.7 Advertisement. For each Job Training Workshop and Job Fair, the
respective Landowners shall advertise the time and location of such Job Training Workshop and
Job Fair, in local media and the City community television channel. The respective Landowners
shall begin such advertisement not less than two (2) weeks prior to the scheduled date of such Job
Training Workshop or Job Fair, as applicable, and such advertisement shall run not less than twice
(2) a week until the date of such Job Training Workshop or Job Fair,
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REPORTING
4.1 Semi -Annual Reports. During the Operations Phase with respect to each
Project Improvement, the respective Landowners shall use commercially reasonable efforts to
procure from such Tenant within such Project Improvement such data necessary for the respective
Landowners to prepare, or cause to be prepared, detailed semi-armual reports (the "Semi -Annual
Reports") regarding the Full Tirne Employees employed, the number of Full Time Employees who
are Residents, the number of Part Time Employees employed, the number of hours worked by Part
Time Employees, the number of Part Time Employees who are Residents and the number of hours
worked by Part Time Employees who are Residents. The respective Landowners shall also include
in the Semi -Annual Reports the same information regarding all Full Time Employees and Part
Time Employees it employs at such Project Improvement. The Semi -Annual Reports with respect
to such Project Improvement will be coordinated and reported by the respective Landowner with
respect to such Project improvement to the Executive Director. The first Semi -Annual Report
covering the six (6) month period from the commencement of the Operations Phase with respect
to such Project Improvement shall be delivered to the Executive Director not later than sixty (60)
days after the end of such six(6) month period and each Semi -Annual Report thereafter shall be
delivered to the Executive Director within sixty (60) days of the end of each subsequent six (6)
month period.
4.2 Inclusion of this Agreement in Lease Agreements and Management
Agreements. For each lease or license agreement and each property management agreement
entered into by the respective Landowners or condominium association at such Project
Improvement from and after the date hereof, such respective Landowners and condominium
association shall use commercially reasonable efforts to include the obligation of Tenants under
Sections 3 and 4, to be included as a material term of such document.
5. Penalties for Non Compliance with Full Time Employment Requirement. With
respect to each Project Improvement, on an annual basis, ifa Project In:provement fails to comply
with the Full Time Employment Requirement, the respective Landowners shall pay to the CRA an
annual penalty for such noncompliance of Two Thousand Five Hundred and No/100 Dollars
($2,500.00) for each percentage point below the FuII Time Employment Requirement (the "Full
Time Non -Compliance Fund") with respect to such Project Improvement. The Full Time Non-
Cornp]iance Fund shall be calculated by the Executive Director annually based upon a summary
of the Semi -Annual Reports provided by such Landowners and shalt be due within thirty (30) days
from Landowners' receipt of written statement from the Executive Director stating the amount of
Full Time Non -Compliance Fund due for such Project Improvement. To the extent any dispute
between the Executive Director and such Landowners, with respect to the compliance with the
Full Time Employment Requirement, such dispute shall be submitted to the CRA Board for
resolution. which arbitration shall be binding on the parties. Any amount of the Full Time Non -
Compliance Fund not paid when due shall bear interest at 12% per annum from the date due until
paid.
6. Penalties for Non Compliance with Part Time Employment Requirement. With
respect to each Project Improvement, on an arunual basis commencing with the commencement of
the Operations Phase for such Project Improvement, if a Project Improvement fails to comply with
the Part Time Employment Requirement, such respective Landowners shall pay to the CRA an
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annual penalty for such noncompliance of One Thousand Two Hundred Fifty and No/100 Dollars
($ 1,250.00) for each percentage point below the Part Time Employment Requirement (the "Part
Time Non -Compliance Fund') with respect to such Project Improvement. The Part Time Non -
Compliance Fund shall be calculated by the Executive Director annually based upon the Semi -
Annual Reports provided by such Landowners and shall be due within thirty (30) days from
Landowner's receipt of written statement from the Executive Director stating the amount of Part
Time Non -Compliance Fund due for such Project Improvement. To the extent any dispute
between the Executive Director and such Landowners, with respect to the compliance with the
Part Tirne Employment Requirement, such dispute shall be submitted to the CRA Board for
resolution, which arbitration shall be binding on the parties. Any amount of the Part Time Non -
Compliance Fund not paid when due shall bear interest at 12% per armum from the date due until
paid.
7. FAILURE TO COMPLY.
7.1 If a Landowner breaches any of its duties and obligations under Sections
3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 4.1, and 4.2 of this Agreement, which breach is not cured within thirty
(30) days after such Landowner's receipt of written notice of default from the CRA specifying the
breach (or such longer period of time reasonably required to cure the breach, not to exceed one
hundred fifty (150) days if the breach, by its nature, cannot be cured within the thirty (30) day
period provided such Landowner commences the curative action within the thirty (30) day period
and diligently pursues the cure until completion) the CRA may seek specific performance of the
provisions of Sections 3.2, 3.3, 3,4. 3.5, 3.6, 3.7, 4.1 and 4.2 of this Agreement.
7.2 If a Landowner breaches its obligation to provide the Semi -Annual Reports
when due pursuant to Section 4.1 of this Agreement, which breach is not cured within thirty (30)
days after such Landowner's receipt of written notice of default from the CRA specifying the
breach, then such failure shall be deemed to conclusively establish that for the period which would
have been covered by such Semi -Annual Reports if such Landowner had provided same that 0%
of the Full Time Employees working at the Project were Residents and 0% of the Part Time
Employees working at the Project were Residents, which percentages shall be utilized to calculate
the Full Time Non Compliance Fund due and the Part Tirne Non -Compliance Fund due pursuant
to Sections 5 and 6 of this Agreement.
7.3 If a Landowner breaches its obligations to pay any amount of due pursuant
to Sections 5 and 6 of this Agreement, which breach is not cured within thirty (30) days after such
Landowner's receipt of written notice of default from the CRA specifying the breach the CRA
may pursue all remedies available at law to collect the amount due from such Landowner.
7.4 If a Landowner disputes any amount claimed to be due by the Executive
Director pursuant to Section 5 and Section 6 of this Agreement and elects to submit the dispute to
the CRA Board for resolution by written notice to the CRA within thirty (30) days of receipt of
the statement of the amount due as provided in Sections 5 and 6 of this Agreement, then only the
undisputed amount shall be due and payable until the CRA Board makes its decision regarding the
disputed amount.
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8. NOTICES.
Notices required or permitted to be given pursuant to the terms of this Agreement will be
delivered in person or by facsimile transmission (provided the original notice is delivered in person
or by mail or delivery service as set forth herein) or sent by certified mail. return receipt requested,
postage prepaid, by recognized contract carrier providing signed receipt for delivery, and will be
deemed delivered upon receipt or refusal of delivery. Notices will be delivered at the following
addresses, subject to the right of any party to change the address at which it is to receive notice by
written notice to the other party:
If to the Landowners:
Miami First, LLC
Miami Third, LLC
Miami Fourth, LLC
Miami All, LLC
Miami SPE, LLC
c/o Miami WorldCenter Holdings, LLC
100 S.E. 2"d Street, Ste. 3510
Miami, Florida 33131
Fax: (305) -
Block G Phase 1, LLC
Block G Phase 2, LLC
Block G Phase 2, LLC
Tower 2, LLC
4700 Wilshire Boulevard
Los Angeles, California 90010
Fax: (_)—
Copy to:
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 West Flagler Street. Suite 2200
Miami, FL 33130
Attention: Marina Ross, Esq..lavier E. Fernandez, Esq.
Fax: (305) 789-2620
If to the CRA:
Southeast OvertownlPark West
Community Redevelopment Agency
819 NW 2" Avenue, 3' Floor
Miami, FL 33136
Attention: Clarence E. Woods, III, Executive Director
Fax: (305) 679-6835
Copy to:
Holland & Knight LLP
701 Brickell Avenue
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Suite 3000
Miami, Florida 33131
Attention: William R. Bloom, Esq.
Fax: (305) 789-7799
9. GENERAL PROVISIONS
9.1 Severabilitv Clause. If any term, provision, covenant, or condition of this
Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the provisions shall continue in full force and effect.
9.2 Binding on Successors. This Agreement shall be binding upon and inure to
the benefit of the heirs, administrators, executors, successors in interest, and assigns of each of the
parties hereto. Any reference in this Agreement to a specifically named party shall be deemed to
apply to any successor in interest, heir, administrator, executor, or assign of such party.
9.3 Intended Beneficiaries. The CRA is an intended third -party beneficiary of
contracts and other agreements, which incorporate this Agreement, with regard to the terms of this
Agreement. The CRA shall therefore have the right to enforce the provisions of this Agreement
against all parties incorporating this Agreement into contracts or other agreements.
9.4 Term. This Agreement shall become effective on the date of mutual
execution of this Agreement and terminate at the end of the Operations Phase.
9.5 Waiver. The waiver of any provision or term of this Agreement shall not
be deemed as a waiver of any other provision or term of this Agreement. The mere passage of
time, or failure to act upon a breach. shall not be deemed as a waiver of any provision or terms of
this Agreement.
9.6 Estoppel. The parties hereto agree to provide each other, within 15 days of
request, an estoppel letter acknowledging that the other party is not in default of this Agreement.
9.7 Construction. The parties hereto have been represented by counsel in the
negotiation and drafting of this Agreement. Accordingly, this Agreement shall not be strictly
construed against any party, and the rule of construction that any ambiguities be resolved against
the drafting party shall not apply to this Agreement.
9.8 No Termination of Existing Employees. Neither Landowers or Tenants
shall not be obligated to terminate any existing employees to comply with the terms and provisions
of this Agreement.
9.9 Entire Agreement. This Agreement and the Incentive Agreement contain
the entire agreement between the parties with respect to employment only during the Operations
Phase of the Project Improvements and supersedes any prior agreements, whether written or oral.
9.10 Amendments. This Agreement may not be altered, amended or modified,
except by an instrument in writing signed by the Landowners and the CRA.
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9.11 Authority of Signatories. The individuals executing this Agreement
represent and warrant that they have the authority to sign on behalf of the respective parties.
9.12 Waiver of Jury Trial. The parties hereby knowingly, irrevocable,
voluntarily and intentionally waive any right either may have to a trial by jury in respect of any
action, proceeding or counterclaim based on this Agreement. or arising out of, under or in
connection with this Agreement or any amendment or modification of this Agreement, or any
course of conduct, course of dealing, statements (whether verbal or written) or actions of any party
hereto. This waiver of jury trial provision is a material inducement of the CRA and Developer
entering into the subject transaction.
9.13 Not Enforceable. In the event any term or provision of this Agreement is
determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall
be given its nearest legal meaning or be construed as deleted as such authority determines, and the
remainder of this Agreement shall be construed to be in lull force and effect.
9.14 Litigation. In the event of any litigation between the parties under this
Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs at
trial and appellate levels.
9.15 Interpretation. In construing this Agreement, the singular shall be held to
include the plural, the plural shall be held to include the singular, the use of any gender shall be
held to include every other and all genders, and captions and Paragraph headings shall be
disregarded.
9,16 Exhibits. All of the exhibits attached to this Agreement are incorporated in,
and made a part of, this Agreement.
9.17 Titne of Essence. Time shall be of the essence for each and every provision
of this Agreement.
9.18 Personal Acts. No provision of this Agreement is intended, nor shall any
be construed, as a covenant of any official (either elected or appointed), director, employee or
agent of the CRA, in an individual capacity.
9.19 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. Any action, in equity or in law, with respect to
this Agreement must be brought and heard in Miami -Dade County, Florida.
9.20 Recording. This Agreement shall be recorded in the Public Records of
Miami -Dade County at the sole cost and expense of the Landowners.
[SIGNATURE PAGE TO FOLLOW]
9
049388019
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
IN WITNESS WHEREOF, the CRA and the Developer executed this Agreement the day
and year first above written:
WITNESSES: MIAMI FIRST, LLC.
a Delaware limited liability company
Print Name
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
By: Miami First Manager, Inc.,
a Delaware corporation, its managing
member
By;
Nitin Motwani
Title: Vice President
The foregoing instrument was acknowledged before me this day of 2017,
by Nitin Motwani, as Vice President of Miami First Manager, Inc., a Delaware corporation, as
managing member of Miami First, LLC, a Delaware limited liability company, on behalf of the
corporation and company, who is personally known to me or has produced
as identification.
Notary Public, State of Florida
Printed Name:
My Commission Expires;
10
P493gg019 v3
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END ❑E THIS DOCUMENT.
WITNESSES: MIAMI SECOND. LLC.
a Delaware limited liability company
Print Name
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
}
i
By: Miami Second Manager, Inc.,
a Delaware corporation, its managing
member
By:
Nitin Motwani
Title: Vice President
The foregoing instrument was acknowledged before me this day of , 2017,
by Nitin Motwani, as Vice President of Miami Second Manager, Inc., a Delaware corporation, as
managing member of Miami Second, LLC, a Delaware limited liability company, on behalf of
corporation and company, who is personally known to me or has produced
as identification.
Notary Public, State of Florida
Printed Naive:
My Commission Expires:
II
r1493138O19 v3
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
WITNESSES: MIAMI THIRD, LLC,
a Delaware limited liability company
Print Name
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
By: Miami Third Manager, Inc.,
a Delaware corporation. its managing
member
By:
Nitin Motwani
Title: Vice President
The foregoing instrument was acknowledged before me this day of , 2017,
by Nitin Motwani. as Vice President of Miami Third Manager, Inc., a Delaware corporation, as
managing member of Miami Third, LLC, a Delaware limited liability company, on behalf of the
corporation and company, who is personally known to me or has produced
as identification.
Notary Public, State of Florida
Printed Name:
My Commission Expires:
12
4140388019 v 3
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
WITNESSES: MIAMI FOURTH, LLC,
a Florida limited liability company
Print Name
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
}
}
By: Miami Fourth Manager, Inc.,
a Delaware corporation, its managing
member
By:
Nitin Motwani
Title: Vice President
The foregoing instrument was acknowledged before me this day of , 2017,
by Nitin Motwani, as Vice President of Miami Fourth Manager, Inc., a Delaware corporation, as
managing member of Miami Fourth, LLC, a Florida limited liability company, on behalf of the
corporation and the company, who is personally known to me or has produced
as identification.
Notary Public. State of Florida
Printed Name:
My Commission Expires:
13
#19388O19 v3
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
WITNESSES: MIAMI Ail, LLC,
a Delaware limited liability company
Print Name
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
By: Miami AJI Manager, Inc.,
a Delaware corporation, its managing
member
By:
Nitin Motwani
Title: Vice President
The foregoing instrument was acknowledged before me this day of , 2017,
by Nitin Motwani, as Vice President of Miami A/I Manager, Inc., a Delaware corporation, as
managing member of Miatni A/I, LLC, a Delaware limited liability company, on behalf of the
corporation and the company, who is personally known to me or has produced
as identification.
Notary Public, State of Florida
Printed Name:
My Commission Expires:
14
047388OI9v3
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
WITNESSES: MIAMI SPE, LLC,
a Florida limited liability company
By:
Print Name Name: Arthur Falcone
Title: Manager
Print Name
STATE OF FLORIDA
COUNTY OF M IAM I-DADE
}
}
The foregoing instrument was acknowledged before me this day of , 2017,
by Arthur Falcone, as Manager of Miami SPE, LLC., a Florida limited liability company, who is
personally known to me or has produced as identification.
Notary Public, State of Florida
Printed Name:
My Commission Expires:
15
A49388019_v3
THIS DOCUMENT I5 A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
WITNESSES: BLOCK G PHASE 1. LLC, a Delaware limited
liability company.
Print Name
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
)
)
By: BLOCK G HOLDINGS, LLC, a
Delaware limited liability company, its
sole member
By: T' STREET NORTH MIAMI
(FL), LLC, a Delaware limited liability
company, its managing member
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of _ , 2017,
by , as of 7`1' Street North Miami (FL), LLC, a Delaware limited
liability company, as managing member of Block G Holdings, LLC, as sole member of Block G
Phase 1, LLC, who is personally known to me or has produced as
identification.
Notary Public, State of Florida
Printed Name:
My Commission Expires:
16
#4938.O14 v3
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL_ CAN BE
SEEN AT THE END OF THIS DOCUMENT.
WITNESSES: BLOCK G PHASE 2, LLC, a Delaware limited
liability company.
Print Name
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
)
By: BLOCK G HOLDINGS, LLC, a
Delaware limited liability company, its
sole member
By: 7'' STREET NORTH MIAMI
(FL), LLC, a Delaware limited liability
company, its managing member
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of , 2017,
by , as of 71t' Street North Miami (FL), LLC, a Delaware limited
liability company, as managing member of Block G Holdings, LLC, as sole member of Block G
Phase 2. LLC, who is personally known to me or has produced as
identification.
Notary Public, State of Florida
Printed Name:
My Commission Expires:
17
N49388019 0
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
WITNESSES: TOWER 2, LLC. a Delaware limited
liability company.
Print Name
Print Name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
By: BLOCK G HOLDINGS, LLC, a
Delaware limited liability company, its
sole member
By: 7'1' STREET NORTH MIAMI
(FL), LLC, a Delaware limited liability
company, its managing member
By:
Name:
Title:
The foregoing instrument was acknowledged before me this day of , 2017.
by , as of 711' Street North Miami (FL). LLC, a Delaware limited
liability company, as managing member of Block G Holdings, LLC, as sole member of Tower 2,
LLC, who is personally known to me or has produced as identification.
Notary Public, State of Florida
Printed Name:
My Commission Expires:
18
n493880I9r3
THIS DOCUMENT IS A SUBSTITUTION TO
ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
CRA:
Southeast Overtown/Park West Community
Redevelopment Agency, a public agency
and body corporate created pursuant to
Section 163.356, Florida Statutes
ATTEST:
By: By:
Todd B. Hannon Clarence E. Woods, III
Clerk of the Board Executive Director
APPROVED AS TO FORM AND
CORRECTNESS:
By:
William R. Bloom
CRA Special Counsel
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
) SS:
}
The foregoing instrument was acknowledged before me, this day of February, 2015, by
Clarence E. Woods. III. Executive Director. of the SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes, on behalf of the agency. He/She is personally known
to me or has produced as identification.
Notary Public, State of Florida at Large
Printed Name:
My Commission expires:
19
#4 }388O19 v3
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ORIGINAL. BACKUP ORIGINAL CAN BE
SEEN AT THE END OF THIS DOCUMENT.
Exhibit "A"
Legal Description of Property
(Folio No. 01-3137-080-0010)
Tract "A" of the "Miami Worldcenter Plat 1," according to the plat thereof, as recorded in Plat Book 171,
at Page 28, of the Public Records of Miami -Dade County, Florida
(Multiple Folios)
Tract "B" of the "Miami Worldcenter Plat 2," according to the plat thereof, as recorded in Plat Book i 71
at Page 52 of the Public Records of Miami -Dade County, Florida.
Parcel H-1 (Folio No. 01-0101-080-1010)
The North 125 feet of Lots 1 and 2, Block 18 North, City of Miami, according to the plat thereof, as recorded
in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida, LESS the east 10 feet of
Lot 1.
Parcel H-2 (portion of Folio No. 01-0101-080-1011)
The South 25 feet of Lots 1 through 5, the North 12.5 feet of Lot 15, the North 25 feet of Lot 16, and the
North i 2.5 feet of Lots 19 and 20, Block I 8 North, City of Miami, according to the plat thereof, as recorded
in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida.
Parcel J-1 (Folio No. 01-0101-090-1121)
The South 125 feet of Lot 14, Block 19 North. City of Miami, according to the plat thereof, as recorded in
Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida.
Parcel J-2 (Folio No. 01-0101-090-1130)
The South 125 feet of Lot 15, Block 19 North, City of Miami, according to the plat thereof, as recorded in
Plat Book B. at page 41 of the Public Records of Miami -Dade County, Florida.
Parcel J-3 (Folio No. 01-0101-090-1052)
The North 125 feet of Lot 6, Block 19 North, City of Miami, according to the plat thereof, as recorded in
Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida.
Parcel J-4 (Folio No. 01-0101-090-1060)
The North 125 feet of Lots 7 and 8, Block 19 North, City of Miami, according to the plat thereof. as recorded
in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida.
Parcel J-5 (Folio No. 01-0101-090-I090)
The North 125 feet of Lots 9 and 10, Block 19 North, City of Miami, according to the plat thereof, as
recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida.
LESS AND EXCEPT: The land conveyed to the City of Miami set forth in Warranty Deed recorded in
Official Records Book 11622, page 2042, more particularly described as follows:
The West 10 feet of the North 125 feet of Lot 10, Block 19 North, City of Miami, according to the plat
thereof, as recorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida.
Parcel J-6 (Folio No. 01-0101-090-1140)
The South 147.5 feet of Lots 16, 17, 18, 19 and the South 147.5 feet of the West 40 feet of Lot
20, less the South 10 feet thereof, Block 19 North, City of Miami, according to the plat thereof,
20
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as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida,
LESS AND EXCEPT the following portion of Lot 20:
Begin at the Point of Intersection of the West line of the East 10.00 feet of said Lot 20 with the South line
of the North 2.50 feet of said Lot 20; thence run S 02°14' 17" E along the West line of the East 10.00 feet
of said Lot 20 for a distance of 48.09 feet to the Point of Curvature of a circular curve concave to the West;
thence run Northerly and Northwesterly along the arc of said circular curve concave to the West, having a
radius of 428.88 feet, through a central angle of 06°28'41 ", for an arc distance of 48.15 feet to the Point of
Intersection with the South line of the North 2.50 feet of said Lot 20; thence run N 87°44' 14" E, along the
South line of the North 2.50 feet of said Lot 20, fora distance of 2.72 feet to the Point of Beginning.
Parcel J-7 (Folio No. 01-0101-090-1010)
The North 121 feet of Lots 1, 2 and 3, less the East 10 feet of Lot 1. Block 19, North City of Miami,
according to the plat thereoff, as recorded in Plat Book B, at Page 41. of the Public Records of Miami -Dade
County, Florida. LESS AND EXCEPT the following portion of such Lot 1:
Begin at the Point of Intersection of the North line of said Lot 1 with the West line of the
East 10.00 feet of said Lot 1; thence run S 87'44'35" W, along the North line of said Lot I; for a
distance of 40.00 feet to the Northwest corner of said Lot 1; thence run S 02°14'15" E, along the
West line of said Lot I, for a distance of 65.00 feet to the Point of Intersection with the South line
of the North 65.00 feet of said Lot 1; thence run N 87°44'35" E, along the South line of the North
65.00 feet of said Lot 1. fora distance of 11.88 feet; thence run S 12°49123" E for a distance of
56.95 feet to the Point of Intersection with the North Iine of the South 29.00 feet of said Lot 1,
thence run N 87'44'14" E, along the North line of the South 29,00 feet of said Lot 1, fora distance
of 17.67 feet to the Point of Intersection with the West line of the East 10.00 feet of said Lot 1;
thence run N 02°14'17" W. along the West line the East 10.00 feet of said Lot 1, for a distance of
120.98 feet to the Point of Beginning.
Parcel J-8 (Folio No. 01-0101-090-1050)
The North 125 feet of Lot 4, Block 19, North, City of Miami, according to the plat thereof, as
recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida,
Parcel J-9 (Folio No. 01-0101-090-1051)
The North 125 feet of Lot 5, Block 19, North, City of Miami, according to the plat thereof, as recorded in
Plat Book B. Page 41, of the Public Records of Miami -Dade County, Florida.
Parcel J-10 (Folio No. 01-0101-090-1030)
\The South 25 feet of lots 1 through 10, the North 25 feet of Lots 11, 13, 14 and 15, the North 15 feet of
Lot 12, the North 2.5 feet of Lots 16 through 19, the North 2.5 feet of the West 40 feet of Lot 20, and the
North 25 feet of the East 10 feet of Lot 20, Block 19 North, City of Miami, according to the Plat thereof.
as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
and
The North 4 feet of the South 29 feet of Lots 1 through 3, Block 19 North, City of Miami, according to the
Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
U-Haul Parcel (Folio No. 01-010I-090-1100, 01-0101-090-1100, & 01-0101-090-1120)
Lots 11, 12 and 13, Block 19 North, Map of Miami, as recorded in Plat Book "B," Page 41, of the Public
Records of Miami -Dade County, Florida;
21
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LESS AND EXCEPTING THEREFROM the North 15.00 feet and North 40.00 feet of the South 125.00
feet of the West 10.00 feet of Lot 11; and the North 15.00 of said Lot 12, and the North 25.00 feet of said
Lot 13.
Parcel K-1 (Folio No. 01-0102-030-1010)
The North 30 feet of the South 75 feet of Lots 1 and 2, Block 23 North, City of Miami, according to the
Plat thereof; as recorded in Plat Book'`B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-2 (Folio No. 01-0102-030-1020)
The North one half of Lots 1 and 2, Block 23 North, City of Miami, according to the Plat thereof, as recorded
in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County. Florida.
Parcel K-3 (Folio No. 01-0102-030-1030)
The South 45 feet of Lots 1 and 2. Block 23 North, City of Miami, according to the Plat thereof, as recorded
in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-4 (Folio No. 01-0102-030-1040)
Lot 3, Block 23 North, City of Miami. according to the Plat thereof, as recorded in Plat Book "B", at Page
41 of the Public Records of Miami -Dade County, Florida.
Parcel K-5 (Folio No. 01-01.02-030-1060)
Lot 6. LESS the North 10 feet thereof, Block 23 North, City of Miami, according to the Plat thereof, as
recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-6 (Folio No. 01-0102-030-1070)
Lots 7 and 8, LESS the North 8 feet thereof, Block 23 North, City of Miami, according to the Plat thereof,
as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-7 (Folio No. 01-0102-030-1100)
The South 50 feet ofLots 9 and 10, Block 23 North, City of Miami, according to the Plat thereof, as recorded
in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-8 (Folio No. 0I-0102-030-1120)
The South one half of Lot 11, Block 23 North, City of Miami, according to the Plat thereof, as recorded in
Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-9 (Folio No. 01-0102-030-1130)
The South one half of Lot 12, Block 23 North. City of Miami, according to the Plat thereof, as recorded in
Plat Book `B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-10 (Folio No. 01-0102-030-1 140)
Lot 13, Block 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", at Page
41 of the Public Records of Miami -Dade County, Florida.
Parcel K-1 1 (Folio No. 01-0102-030-1200)
The South 85 feet of Lot 19, Block 23 North, City of Miami, according to the Plat thereof, as recorded in
Plat Book '`B", at Page 41 of the Public Records of Miami -Dade County, Florida.
77
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Parcel K-12 (Folio No. 01-0 102-030-1210)
The North 65 feet of Lot 19 and the North 65 feet of Lot 20. Block 23 North. City of Miami, according to
the Plat thereof. as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County,
Florida.
Parcel K-13 (Folio No. 01-0102-030-1220)
The South 85 feet of Lot 20, Block 23 North, City of Miami, according to the Plat thereof, as recorded in
Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-14 (Folio No. 01-0102-030-1050)
Lots 4 and 5, Block 23, North, City of Miami, according to the map or plat thereof, recorded in
Plat Book B. Page 41, of the public records of Miami -Dade County, Florida.
Parcel K-15 (Folio No. 01-0102-030-1090)
The South 50 feet of the North 100 feet of Lots 9 and 10, Block 23, NORTH, CITY OF MIAMI,
according to the Plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade
County, Florida.
Parcel K-16 (Folio No. 01-0102-030-1 1 10)
The South 25 feet of the North 75 feet of Lots 11 and 12, and the North 50 feet of Lots 11 and 12. Block
23, MIAMI NORTH, according to the Plat thereof, as recorded in Plat Book B. Page 41, of the Public
Records of Miami -Dade County, Florida.
Parcel K-17 (Folio No. 01-0102-030-1080)
The North 50 feet of Lots 9 and 10, Block 23 North, CITY OF MIAMI, according to the plat thereof as
recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida,
Block 58 — South of FEC R.O.W. (Folio No. 01-0105-080-1070, 01-0105-080-1080, 01-0105-080-1090,
01-0105-080-1100. & 01-0105-080-1 1 10)
The South 120 feet of Lots 11, 12, 13, and 14, all in Block 58, NORTH CITY OF MIAMI, according to the
plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida.
Block 58 — South of FEC R.O.W. (Folio No. 01-0105-080-1120)
The South 120 feet of Lots 19 and 20. less the East 10 feet of Lot 20, Block 58, NORTH OF CITY OF
MIAMI, according to the plat thereof. as recorded in Plat Book B, Page 41. of the Public Records of
Miami -Dade County, Florida.
23
g4938.8014_y3
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Exhibit "B-1"
Redevelopment Area Map
SOUTHEAST OVERTOWN/PARK WEST BOUNDARY MAP
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Expanded 2009 Boundries
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24
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Exhibit "B-2"
Overtown Boundaries
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25
#49388019_v3
SUBSTITUTED
Prepared By:
William R. Bloom, Esq.
Holland & Knight LLP
701 Brickell Avenue, Suite 3300
Miami, FL 33131
AMENDED AND RESTATED MIAMI WORLDCENTE
ECONOMIC INCENTIVE AGREEMENT
THIS AMENDED AND RESTATED MIAMI WORLD NTER ECONOMIC
INCENTIVE AGREEMENT (the "Agreement") is made as of this i ay of
2017, by and between MIAMI FIRST, LLC, a Delaware limited ability company, MIAMI
THIRD, LLC, a Delaware limited liability company, MIAMI FO ' TH, LLC, a Florida limited
liability company, MIAMI A/I, LLC, a Delaware limited liabili company, Miami SPE, LLC, a
Florida limited liability company, BLOCK G PHASE 1 LLC, lorida limited liability company
and BLOCK G PHASE 2 LLC, a Delaware limited liabili company and TOWER 2, LLC, a
Delaware limited liability company (collectively, the " ndowners"), and the SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDE PMENT AGENCY, a public agency
and body corporate created pursuant to Section 163.3 ., Florida Statutes (the "CRA"), and with
the joinder of MIAMI WORLDCENTER HOL P GS, LLC, a Delaware limited liability
company ("MWC Holdings"), as Incentive Paym- Administrator under Section 4.2.3 hereof .
REALS
A. The CRA and MIAMI F ST, LLC, a Delaware limited liability company,
MIAMI SECOND, LLC, a Delawar- imited liability company, MIAMI THIRD, LLC, a
Delaware limited liability compan MIAMI FOURTH, LLC, a Florida limited liability
company, MIAMI A/I, LLC, a D ware limited liability company (collectively, the "Original
Master Developer"), and FORBE IAMI NE 1ST AVENUE LLC, a Michigan limited liability
company ( the "Retail Develo► r"), entered into the Miami WorldCenter Economic Incentive
Agreement dated as of Marc , 2015 which was recorded March 16, 2015, in Official Records
Book 29539, at Page 1182 the Public Records of Miami -Dade County Florida (the "Original
Agreement").
B. By Sp ial Warranty Deed dated as of January 28, 2016 and recorded Manuary
29, 2016 in Offici. ' ecords Book 29942, at Page 2173, of the Public Records of Miami -Dade
County Florida, / IAMI A/I, LLC, a Delaware limited liability company ("Miami A/I"),
acquired the R: it Property from the Retail Developer, thereby consolidating the entirety of the
Property that ' . the subject of the Original Agreement into the Original Master Developer.
C After the acquisition of the Retail Property by Miami A/I, Original Master
Develo- r, as consolidated fee owner of the entirety of the Property, assigned all rights under the
Origi Agreement with respect to the Incentive Payment (as defined in the Original
A. - ement), to MWC Holdings by that certain Assignment of Incentive Payment dated effective
F • ruary 1, 2016.
SUBSTITUTED
D. After the acquisition of the Retail Property by Miami A/I, Original Ma r
Developer also effected various direct and indirect conveyances of the Property such that, of
the date hereof, Landowners are now the owners in fee simple of the entirety of al .f the
Property under the Original Agreement.
E. As a result of changes to the Project, as defined in the Original Aement, the
Landowners, with the joinder of MWC Holdings, and the CRA desire to amend . d restate the
Original Agreement in its entirety as hereinafter provided.
NOW THEREFORE, in consideration of the foregoing and o 'he covenants and
agreements hereinafter set forth and other good and valuable consid- , ton, the receipt and
sufficiency of which are hereby acknowledged, Landowners and t CRA hereby agree as
follows:
1. RECITALS. The Recitals to this Agreement are i' orporated herein by reference
and made a part hereof.
2. DEFINITIONS. The following terms us- in this Agreement shall have the
following meanings:
2.1 "Antici . ated Develo . ment Va -" shall have the meaning ascribed to said
term in Section 4.1.
2.2 "Base Year" shall mea e calendar year preceding the calendar year in
which the tax rolls for the County with resp-. to any Folio Number with respect to a portion of
the Property on which an Improvement . as been constructed reflecting an increase in the
assessed value of that portion of the Pro -rty as a result of the Substantial Completion of such
Improvement. For avoidance of any . ' • bt, each Improvement constructed after March 3, 2015,
shall have a separate Base Year.
2.3 "Bond Ob 'rations" has the meaning ascribed to such term in Section 5.1.
2.4 "Chil. n's Trust" means that certain independent special district
authorized pursuant to Sec ' .n 1.01.A.11 of the County Home Rule Charter and Section 125.901,
Fla. Statutes, for the pur . , se of providing funding for children's services throughout the County.
Florida.
of the CRA
Payment.
2.5 City" means the City of Miami, a municipal corporation of the State of
6 "City Approval" means the approval by the City Commission of the City
dget for the applicable year, which CRA Budget includes the applicable Incentive
2.7 "CBE-A/E" has the meaning ascribed to such term in Section 3.1.3 and
Sect 10-33.02 of the County Code of Ordinances, as amended.
2.8 "CBE-A/E Noncompliance Funds" has the meaning ascribed to such term
n Section 3.1.3(iv).
2
SUBSTITUTED
2.9 "CBE-A/E Participation Requirement" has the meaning ascribed to s
term in Section 3.1.3(i).
2.10 "Consumer Price Index" means the Consumer Price Index pub ed by
the Bureau of Labor Statistics of the United States Department of Labor as the Con er Price
Index for All Items, Miami -Ft. Lauderdale, Florida, Base Year 1982-1984=100, or ' , equivalent.
2.11 "Contractors" means the General Contractor and a Subcontractors
engaged to construct all or any portion of an Improvement.
2.12 "County" means Miami -Dade County, a political • division of the State
of Florida.
2.13 "County Approval" means the approval y the Board of County
Commissioners of the County of the CRA Budget for the app ' able year which includes the
applicable Incentive Payment is a part.
2.14 "Count Labor Participation Re.uir ent" has the meaning ascribed to
such term in Section 3.1.1.2(i).
2.15 "Count Labor Non-Com
terms in Section 3.1.1.10.
lia Fund" has the meaning ascribed to such
2.16 "Count Tar eted Zi . s es" has the meaning ascribed to such term in
Section 3.1.1.2.(i)(e).
2.17 "CPI Percentage crease" has the meaning ascribed to such term in
Section 3.1.1.5.i.
paragraph.
2.18 "CRA" shal ave the meaning ascribed to the term in the introductory
2.19 "CRA
royal" means the approval by the CRA Board of the annual
CRA Budget which includ; . a line item for the Incentive Payment for the applicable year.
2.20
Board" means the board of commissioners of the CRA.
2.2 "CRA Budget" means the annual budget for the operation of the CRA
approved by the
A Board, subject to City Approval and County Approval.
.22 "CRA Targeted Zip Codes" has the meaning ascribed to such term in
Section 3. .2(i)(c).
2.23 "Effective Date" means the date of execution and delivery of this
Agr- ent by all parties hereto.
3
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2.24 "Electrical Workers" refers to the trade classifications as such term is . sed
in Section 2-11.16 of the County Code and the Supplemental General Conditions ge &
Benefits Schedule, Construction Type: Building, as the same may be amended from time o time.
2.25 "Erroneous Hourly Wage Payment" has the meaning ascribe
in Section 3.1.1.13.
2.26 "Erroneous Responsible Wage Payment" has the meani
term in Section 3.1.1.14.
such term
ascribed to such
2.27 "Executive Director" means the executive directo .f the CRA.
2.28 "Existing Improvement Renovation" means ovations to the buildings
and improvements described on Exhibit "H" attached hereto.
2.29 "Extension Interlocal Agreement" ns that Interlocal Agreement
between the City, the County and the CRA with respect to e extension of the life of the CRA
through March 31, 2042.
2.30 "First Source Hirin A reeme Hotel/Retail/Office " has the meaning
ascribed to said term in Section 3.1.4.
2.31 "General Contractor" m: s the general contractor engaged for any
Improvement to the Property.
2.32 "Global Agreement" eans that certain Interlocal Agreement between the
City, the County, the CRA and the ni Community Development Agency dated as of
December 31, 2007.
Section 5.1.
2.33 "Grant Obli • . Lions" shall have the meaning ascribed to such term in
2.34 "Im
the Property subsequent t
specifically listed on Ex
Section 4.2.1.
ment" means any building or other improvement developed on
arch 3, 2015, excluding the Public Infrastructure Improvements
it D, Tenant Improvements, and Existing Improvement Renovations.
2.35 ncentive Payment" shall have the meaning ascribed to such term in
6 "Incentive Payment Administrator" shall have the meaning ascribed to
such term in ction 4.2.3.
2.37 "Incremental TIF" shall mean, for each tax year, the tax increment
revenu- , if any, actually received by the CRA from the County and City with respect only to
Impr• ements Substantially Completed (as such term is defined hereinafter) on the Property
aft he March 3, 2015 after deduction for any (i) allocable administrative charges imposed by
t County and the City (but not administrative costs associated with the operation of the CRA),
i) all allocable charges and/or payments to or for the benefit of the Children's Trust, (iii) other
4
SUBSTITUTED
adjustments to the assessed value of the Improvements made by the City and/or Count as a
result of challenges or tax contests with respect to the assessed value of any •f the
Improvements, (iv) any payments that the CRA is required to make to the City and t► County
under the terms of the Global Agreement, if any, and (v) reductions in tax incremen venues to
the CRA as a result of (a) dedications made subsequent to the March 3, 2015 r-. 4lting in any
reduction in the tax increment revenues paid to the CRA with respect to the portion of the
Property so dedicated and (b) demolition of any improvements located on the ' operty as of the
March 3, 2015. For avoidance of any doubt, Incremental TIF specifically . -s not include any
incremental revenues associated with the land comprising the Property or provements on the
Property located on the Property as of March 3, 2015. If the Tax Assess ► discontinues having a
separate breakdown between the assessed value of the land and t, assessed value of the
improvements, the assessed value of the land shall be deemed to be ther (i) the assessed value
of the land as of the Base Year if the Tax Assessor is no longer m. ng a separate breakdown of
the assessed value of the land and the assessed value of the impr• ements as of the Base Year; or
(ii) if the change occurs after the Base Year the last year w . e the Tax Assessor has made a
separate breakdown of the assessed value of the land after the : ase Year and in either event such
assessed value of the land shall be deemed to increase three . nd a half percent (3.5%) per annum
for each year thereafter, compounded annually.
2.38 "Labor Partici.ation Re
in Section 3.1.1.1(i).
t" has the meaning ascribed to said term
2.39 "Labor Non-Com .liance unds" shall have the meaning ascribed to such
term in Section 3.1.1.9.
2.40 "Landowner(s)" s ' . 1 have the meaning ascribed to such term in the
introductory paragraph.
2.41 "Master Dew • per" shall mean MWC Holdings, as Incentive Payment
Administrator hereunder, and thoof the Landowners that are subsidiaries of MWC Holdings
and being MIAMI FIRST, LLC . Delaware limited liability company, MIAMI THIRD, LLC, a
Delaware limited liability pany, MIAMI FOURTH, LLC, a Florida limited liability
company, MIAMI A/I, LL a Delaware limited liability company, Miami SPE, LLC, a Florida
limited liability company
2.42 iami WorldCenter District" means the Miami Worldcenter Community
Development Distri' , an independent special district authorized pursuant to Chapter 190, Fla.
Statutes, and cons ted for the purpose of financing, constructing, and maintaining (in whole or
in part) the Pub Infrastructure Improvements within the Miami Worldcenter District.
2.43 "Minimum Hourly Wage Rate Penalty" shall have the meaning ascribed to
such in Se' on 3.1.1.13.
2.44 "Minimum Hourly Wage Rates" shall have the meaning ascribed to such
in S ion 3.1.1.5(i).
1.1.13.
2.45 "Monetary Award" shall have the meaning ascribed to such in Section
5
SUBSTITUTED
2.46 "Participation Reports" shall have the meaning ascribed to such to in
Section 3.1.1.7.
2.47 "Phase" means either Phase I or Phase II, as applicable.
2.48 "Phase I" means the Phase I Retail, the Tract A Condomin , the Tract
A Apartments, the Tract A Commercial, the Tract A Garages, the Tract A Mix-, se Building,
the Block G Apartments - Phase I and the Block G Apartments — Phase II, a ore particularly
described on Exhibit "B" attached to and made a part of this Agree t, and any other
Improvement(s) which may be constructed on that portion of the Property own on Exhibit "B"
as constituting a portion of Phase I.
2.49 "Phase II" means the Phase II — Block A, Pha I — Block B, and Phase II
— Block E as more particularly described on Exhibit "B" and any • er Improvement that may be
constructed on that portion of the Property shown on Exhibit "B' constituting a portion of Phase
II.
2.50 "Phase I Completion" means th- ubstantial Completion of all the
Improvements identified as being included in Phase I , identified on Exhibit "B" and all of
Phase I being included on the tax rolls as a result o e Substantial Completion of all of the
Improvements identified as being included in P e I. For avoidance of any doubt, any
additional Improvements included in Phase I b not described on Exhibit "B" shall not be
considered for the purpose of this definition.
2.51 "Princi . al Place of B .iness" means the location of the primary office or
central office of a Subcontractor. If the ubcontractor has only one business location, such
business location shall be its Principal ' ace of Business. Confirmation of the Subcontractor's
Principal Place of Business may be e denced by a valid business tax receipt issued by Miami -
Dade County.
2.52 "Project" eans the Improvements constituting Phase I and Phase II as
more particularly described Exhibit "B" and any additional Improvements that may be
constructed on the Property
2.53
Redevelopment Area
made a part hereof,
' o ert " means all of the certain real property located in the
ich is more particularly described on Exhibit "A" attached hereto and
of which is located within the Redevelopment Area.
4 "Public Infrastructure Improvements" means the utility improvements,
public vehicu and pedestrian right-of-way improvements, public parks and other similar types
of improve nts, to be installed for the benefit of the Project and/or the Miami WorldCenter
District whole or in part), which are identified on Exhibit "D". For avoidance of any doubt,
the Pub Infrastructure Improvements specific do not include any parking garages.
2.55 "Redevelopment Area" has the meaning the Southeast Overtown Park
st Redevelopment Area.
6
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2.56 "Resident" shall mean a natural person that has established
residence within a Target Area not less than six (6) months prior to said individuals
such identification issued by the General Contractor for the applicable Improvement
access the applicable Property during the erection of the applicable Improvement.
"legal residence" shall be evidenced by (i) government issued, picture ID (i.e.
U.S. Passport, etc.) and (ii) any of the following documents: (a) a deed,
statement, mortgage payment booklet, or residential rental/lease agreeme
registration card; (c) Florida vehicle registration, (d) a sworn affidavit fro
attesting to said individual's residence within the such household locat
(e) a utility bill confirming the address not more than sixty (60) d
document evidencing such natural person's legal residence deemed
the sole discretion of the Executive Director.
3.1.1.6(i).
legal
ceipt of
cessary to
Resident' s
iver's license,
nthly mortgage
(b) Florida voter
a head of household
within a Target Area;
s old; or (f) such other
ivalent to the foregoing in
2.57 "Responsible Wage" has the meaning .cribed to such term in Section
2.58 "Responsible Wage Rate Penalty" as the meaning ascribed to such term
in Section 3.1.1.14.
2.59 "SBE-Construction Service .' as the meaning ascribed to such term in
Section 3.1.3 of this Agreement and Section 11 3.02 of the County Code of Ordinances, as
amended.
2.60 "SBE-Construction • rvices Non -Compliance Funds" has the meaning
ascribed to such term in Section 3.1.3(v).
2.61 "SBE-Constru on Services Participation Requirements" has the meaning
ascribed to such term in Section 3.1
Section 3.1.3.
(ii).
2.62 "SBE-Go s and Services" has the meaning ascribed to such term in
2.63 "S : -Goods and Services Non -Compliance Funds" has the meaning
ascribed to such term in ection 3.1.3(vi).
2.64 `SBE-Goods and Services Participation Requirement" has the meaning
ascribed to such t- in Section 3.1.3(iii).
65 "Skilled Labor Participation Requirement" has the meaning ascribed to
said term in ' ction 3.1.1.3 (i).
2.66 "Skilled Labor Non -Compliance Funds" shall have the meaning ascribed
to said rm in Section 3.1.1.11.
2.67 "Small Business Enterprise" has the meaning ascribed to such term in
tion 3.1.3 of this Agreement.
7
SUBSTITUTED
Agreement.
2.68 "SMSDC" has the meaning ascribed to such term in Section 3.1.1.1 of t
2.69 "Subcontractor" means a contractor engaged by a General Cont tor or
any other subcontractor.
2.70 "Subcontractor Non -Compliance Funds" shall have the me mg ascribed
to said term in Section 3.1.1.8.
2.71 "Subcontractor Participation Requirement" has the r aning ascribed to
said term in Section 3.1.1.4(i).
2.72 "Substantially Completed" or "Substantial Co etion," or words of like
import, means with respect to such Improvement that a temporary .r permanent certificate of
occupancy, or its equivalent, has been issued by the City for s Improvement to enable its
intended use and such Improvement is included on the tax rollsor the avoidance of any doubt
should such Improvement consist of a condominium, ' bstantial Completion of such
condominium Improvement shall mean that temporary or pe anent certificates of occupancy, or
their equivalent has been issued by the City for not less an eighty percent (80%) of the units
comprising such condominium Improvement and not 1: than 80% of the units comprising the
condominium are included on the tax rolls.
2.73 "Target Area" means the areas of the County identified in Section
3.1.1.3(i) (a through f),in Section 3.1.1.4(i) (a t ugh f) and in Section 3.1.1.5(i)(a through f).
2.74 "Tenant Im .roveme means the build -out of the tenant improvements
with respect to retail space or office spac: •n behalf of a tenant for any retail or office portion of
the Project.
2.75 "Term" shal can the period commencing on the March 3, 2015 and
terminating upon the expiration • the life of the CRA, which currently is set expire on March
31, 2030, as the same may bextended pursuant to the Extension Interlocal Agreement or
otherwise with the approval . ' he City and the County in accordance with all applicable laws.
2.76 "T ► Agreement" has the meaning ascribed to said term in Section 5.3.
3. PUBL BENEFIT COMMITMENTS.
3. Development Commitments. As an inducement to the CRA to provide the
Incentive Pay t to the Incentive Payment Administrator for the benefit of the Project pursuant
to this Agree -nt, and in the interest of furthering the goals of the CRA, Landowners make the
following mitments with respect to each Improvement constructed on the Property for the
public b- -fit during the Term of this Agreement:
3.1.1 Job Creation During Construction. With regard to sourcing
ca dates for employment opportunities resulting from the construction of each Improvement
a portion of the Property:
8
SUBSTITUTED
3.1.1.1 Coordination with Local Agencies With the Respe to
Each Improvement. With respect to each Improvement, to cause the General Contractor . all
major Subcontractors working on the Improvement to consult and coordinate with t City's
CareerSource South Florida center, located at Lindsey Hopkins Technical Center at 75 ► W 20th
Street, 4th Floor, the Contractor's Resource Center, South Florida Mino Supplier
Development Council ("SMSDC"), Miami -Dade Chamber of Commerce, St. of Florida
economic development entities, or other similar entities recommended by the E utive Director
regarding job training and job placement services to City residents see g to maximize
employment opportunities at the Improvement for individuals living in - Target Area and
companies whose Principal Place of Business is within the Target Are. Such services shall
include, but are not limited to, the sourcing of job opportuniti at the Improvement.
Landowners shall require their General Contractor and all major Su. ,•ntractors to conduct not
less than one (1) job fair within ninety (90) days of the filing of a •tice of commencement for
each Improvement.
3.1.1.2 Local Workforce P. icipation with Respect to Each
Improvement. With respect to each Improvement, La, d owners shall require Contractors
performing work in connection with the Improvement employ a minimum of twenty-five
percent (25%) of on -site labor from persons who are sidents of the Target Area (the "Labor
Participation Requirement").
3.1.1.3 Unskill- ' Construction Workforce Participation with
Respect to Each Improvement.
i. W respect to each Improvement, Landowners shall
require Contractors performing work in • ,nnection with each such Improvement to employ not
less than thirty percent (30%) of the u► . illed laborers utilized by the Contractors (measured in
terms of total number of man hour • orked by new and existing unskilled laborers who are
Residents of the Target Area an. otal number of man hours worked by new and existing
unskilled laborers) with respect • such Improvement to be performed by existing and newly
hired unskilled workers who . Residents of the Target Area (the "County Labor Participation
Requirement") with the foll• ng hiring priority for new hires:
Redevelopment Area,
encompasses part of
a. first, to City residents living within the
more particularly shown on the sketch attached as Exhibit "E-1", which
p code 33136;
b. second, to City residents living within the
boundaries of e Overtown community, as shown on the sketch in Exhibit "E-2", which
community = compasses part of zip code 33136;
c. third, to City residents within zip codes 33127,
33128 3130, 33136, 33142, 33125, 33135, 33150 and the West Coconut Grove (the "CRA
Tar ed Zip Codes") which include the five (5) highest poverty rated zip codes located in the
C
9
SUBSTITUTED
d. fourth, to City residents residing outside
CRA Targeted Zip Codes;
e. fifth, to County residents of zip cod: 33010,
33030, 33034, 33054, and 33161 (the "County Targeted Zip Codes") which are five (5)
highest poverty rated zip codes located in the County; and
f. sixth, to residents in the Coun esiding outside
of the County Targeted Zip Codes.
With respect to each Improvement, Landowners shall require Contr
unskilled labor performed by Residents of the Target Area in keepin
outlined above; provided, however, the targeted hiring prioritie
construed to require Contractors to hire employees who do not co
drug testing requirements and insurance company requireme
with non-violent felony criminal records shall not be denied e
criminal record.
ors to maximize the
ith the hiring priorities
shall not be deemed or
y with OSHA requirements,
however, unskilled laborers
loyment solely based upon their
3.1.1.4 Skilled Constr ction Workforce Participation with
Respect to Each Improvement.
i. With re
shall require Contractors performing work in c
less than ten percent (10%) of the skilled labo
of total number of skilled man hours wo
Residents of the Target Area and total nu
skilled laborers) with respect to such I
workers who are Residents of the T
with the following hiring priority f. new hires:
Redevelopment Area, as mor
encompasses part of zip co
ct to each Improvement, each Landowner
nection with such Improvement to employ not
s utilized by the Contractors (measured on terms
ed by new and existing skilled laborers who are
er of skilled man hours worked by new and existing
rovement to be performed by new and existing skilled
et Area (the "Skilled Labor Participation Requirement")
a. first, to City residents living within the
articularly shown on the sketch attached as Exhibit "E-1", which
33136;
b. second, to City residents living within the
boundaries of the • ertown community, as shown on the sketch in Exhibit "E-2", which
community encom , sses part of zip code 33136;
Zip Codes;
CRA ►, geted Zip Codes;
rgeted Zip Codes; and
c. third, to City residents within the CRA Targeted
d. fourth, to City residents residing outside the
e. fifth, to County residents of the County
10
SUBSTITUTED
f. sixth, to residents in the County residing o side
of the County Targeted Zip Codes.
With respect to each Improvement, Landowners shall require Contractors to utilize _ood faith,
diligent efforts to maximize the skilled labor performed by Residents of the T get Area in
keeping with the hiring priorities outlined above; provided, however, the rgeted hiring
priorities shall not be deemed or construed to require Contractors to hire emp ees who do not
comply with OSHA requirements, drug testing requirements and urance company
requirements; however, skilled laborers with non-violent felony crimina ecords shall not be
denied employment solely based upon their criminal record.
to Each Improvement.
3.1.1.5 Construction Subcontracto articiation with Res s ect
i. With respect to eac
require the General Contractor to have not less than twenty
(the "Subcontractor Participation Requirement") for suc
calculated based upon the dollar amount paid to S
Business is located within the Target Area and the t
construction of such Improvement), utilizing co
Business in the Target Area, in accordance with t
mprovement, Landowners shall
rcent (20%) of the Subcontractors
provement (which 20% shall be
ontractors whose Principal Place of
1 paid amount to all Subcontractors for
anies that have their Principal Place of
ollowing geographic hiring priorities:
a. irst, to Subcontractors located within the
Redevelopment Area as shown on the sketc- attached as Exhibit "E-1" which encompasses part
of the zip code 33136;
b. Second, to Subcontractors located within the
boundaries of the Overtown commu - y as shown on the sketch attached as Exhibit "E-2", which
community encompasses part of z. code 33136;
Targeted Zip Codes;
outside of the CRA T. eted Zip Codes;
Targeted Zip C
s; and
c. Third, to Subcontractors located within the CRA
d. Fourth, to Subcontractors located in the City but
e. Fifth, to Subcontractors located in the County
f. Sixth, to Subcontractors located in the County
but outsidh e County Targeted Zip Codes.
With pect to each Improvement, Landowners shall each require the General Contractor to
hav: e work performed by Subcontractors based upon their Principal Place of Business in
k- ling with the geographic hiring priorities outlined above; provided however nothing
ntained herein shall require such General Contractor to hire a Subcontractor from within the
argeted Area that does not possess the stated skills and qualifications required by such General
Contractor for the scope of employment.
11
SUBSTITUTED
3.1.1.6 Construction "Enhanced" Livin Wa e Rates
Respect to Each Improvement.
i. With respect to each Improvement, Landow rs shall
require Contractors performing any work in connection with the construction of th applicable
Improvement to pay a minimum hourly wage rate of $12.83 if health benefits are provided to
employees or $11.58 if health benefits are provided to employees (the "Minim Hourl Wage
Rates"). Commencing January 1, 2018, and continuing thereafter on J ary 1 of each
succeeding calendar through the completion of the Project, the then applica. Minimum Hourly
Wage Rates shall be increased by an amount equal to the product of the C' Percentage Increase
multiplied by the then applicable Minimum Hourly Wage Rates. For p .oses of the foregoing,
the "CPI Percentage Increase" shall equal the fraction (i) whose nu , rator equals the monthly
Consumer Price Index published for the month of November imme• .tely prior to the applicable
calendar year (or the nearest reported previous month) and whose denominator is the
Consumer Price Index published for the same month (or the earest reported month) for the
immediately prior calendar year. If the Consumer Price Inde s discontinued with no successor
index, the CRA shall select a commercially reasonable, co' 'arable index. The CPI Percentage
Increase set forth herein shall not result in a reduction o e respective Minimum Hourly Wage
Rates.
ii. Contracto ' shall require the same Minimum Hourly
Wage Rates to be paid in all contracts and in al .ubcontracts entered into by such Contractors,
which will require that each Contractor stipula and agree that they will pay the same Minimum
Hourly Wage Rates, subject to adjustment, a• .et forth in the subsection above.
3.1.1.7
onsible Wa
Rai es — Electrical Journe man.
With respect to each Improvement, where a general
contract for electrical work has be: executed for the Improvement and physical construction has
commenced and is continuing such Improvement prior to the execution of the Extension
Interlocal Agreement, Lando ers shall require Contractors performing electrical work in
connection to such Improv: ent to pay a minimum hourly wage rate and health benefits for
Electrical Journeyman co .istent with County's Responsible Wage Ordinance, as codified in
Section 2-11.16 of the P.unty Code and the Supplemental General Condition Wage & Benefits
Schedule, Constructi• Type: Building (the "Responsible Wage"), as the same may be revised
the County annuall xcluding pension benefits. For 2017, the Responsible Wage is $31.61 per
hour plus $6.85 • hour for a health benefit for Journeymen Wiremen and $32.11 per hour plus
$6.85 per hour or health benefits for Journeymen Cable Splicers and Welders. Contractors
performing - ctrical work to be performed by Electrical Workers in connection with such
Improvem- may employ the services of Electrical Apprentices subject to the staffing, pay, and
other re. ements set forth in Section 2-11.16 of the County Code. Contractors with respect to
each I ' .rovement shall require the same Responsible Wage to be paid in all contracts and in all
subc' tracts for electrical services to be performed by Electrical Workers entered into by such
Co ractors which will require such Subcontractors hired to perform such work to be performed
Electrical Workers to stipulate and agree that they will pay the Responsible Wage.
12
SUBSTITUTED
ii. With respect to each Improvement where a gen
contract is executed for the Improvement after the execution of the Extension Inter .cal
Agreement or where the general contract has been executed prior to the execution the
Extension Interlocal Agreement but construction has not commenced or has commence' out has
not continuously proceeded (as evidenced by the maintenance of an active mast- building
permit for such Improvement), Landowners shall require Contractors performing e trical work
to be performed by Electrical Workers in connection to such Improvements to ► . a minimum
hourly wage rate, health benefits and pension benefits for Electrical Workers c' . sistent with the
Responsible Wage as the same may be revised the County annually. For 20 , the Responsible
Wage rates for Electrical Workers are as follows:
Trade/Work Level
Classification
Per Hour Wage Rate
Per Hour Health
Benefit
Per Hour P sion
Benefit
Combined Dollar
Value
Electrical Workers
Journeyman -
Wireman
$31.61
$6.85
$4
$43.04
Journeyman -
Splicer
$32.11
$6.85
$4.66
$43.62
Journeyman -
Welder
$32.11
$6.85
$4.66
$43.62
Foreman (2)
$34.77
$6.85
$5.04
$46.66
General Foreman
(22 or more
Electricians)
$37.93
$ 5
$5.50
$50.28
Contractors performing electri ' . work in connection with any Improvement may employ the
services of Electrical Appre es subject to the staffing, pay, and other requirements set forth in
Section 2-11.16 of the C► .nty Code. For 2017, the Responsible Wage Rates for Electrical
Apprentices are as follo
Level Classification
P Hour Wage Rate
Per Hour
Benefit
Health
Per Hour
Benefit
Pension
Combined
Value
Dollar
Apprentices
15t Year
$15.41
$4.22
$2.23
$21.86
2nd Year
$16.29
$4.22
$2.36
$22.87
3rd Y r
$18.04
$4.22
$2.62
$24.88
Year
$19.78
$4.22
$2.87
$26.87
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5th Year
$23.71
$4.22
$3.44
$31.37 ,
For the avoidance of any doubt, after the Extension Interlocal Agreement is -cuted, all
Contractors performing electrical work utilizing Electrical Workers with pect to the
construction of any Improvement whose contract for such work was executed r sequent to the
execution of the Extension Interlocal Agreement or whose contract is ex- ted prior to the
execution of the Extension Interlocal Agreement but work has not comme ' ed or continuously
proceeded (as evidenced by the maintenance of an active master bu fling permit for such
Improvement) shall be required to comply with the County's Respons , e Wage Ordinance, as
codified in Section 2-11.16 of the County Code and the Supplement 9 -neral Condition Wage &
Benefits Schedule, Construction Type: Building Construction w respect to wages and all
benefits with respect to Electrical Workers. All Contractors perf' ing electrical work utilizing
Electrical Workers for any Improvement shall stipulate a agree that they will pay the
Responsible Wage.
3.1.1.8 Report Requi' ents with respect to Each
Improvement. With respect to each Improvement, Lan, .wners shall be required to submit to the
Executive Director, or his/her designee, (i) on a q erly basis commencing thirty (30) days
after the end of the first quarter after the comme ment of construction of each Improvement
until thirty (30) days following Substantial Co , . etion of such Improvement, detailed reports
evidencing compliance with the Subcontractor ' 4 rticipation Requirement during the prior quarter
and (ii) on a monthly basis commencing thi (30) days after the commencement of construction
of each Improvement until thirty (30 days following Substantial Completion of each
Improvement, detailed reports evidenci compliance with the Labor Participation Requirement,
the County Labor Participation Requ ment and the Skilled Labor Participation Requirement
during the prior month ("Participati ' , Reports"). The Participation Reports shall contain such
information as the Executive Dire •r may reasonably require to enable the Executive Director to
determine whether Landowne' . are in compliance with the Subcontractor Participation
Requirement, the Labor Parti ' cation Requirement, the County Labor Participation Requirement
and the Skilled Labor Pa. ipation Requirement with respect to such Improvement. The
Participation Reports mus • e certified as true and correct by the Landowners, as applicable.
3.1.1.9 Penalties for Non -Compliance with Subcontractor
Participation Re ' ments with Respect to Each Improvement. With respect to each
Improvement, to e extent Landowners fails to comply with the Subcontractor Participation
Requirements, th respect to such Improvement, Landowners not in compliance with the
Subcontracto .participation Requirement, shall pay to the CRA as a one-time penalty for such
non-compli ce (a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point
below th- .ubcontractor Participation Requirement for the first three (3) percentage points below
the Sup ontractor Participation Requirement, (b) Twenty -Five Thousand and No/100 Dollars
($25 ' 40.00) for each additional percentage point below the first three (3) percentage points
bel' , the Subcontractor Participation Requirement for up to three (3) additional percentage
nts and thereafter (c) Fifty Thousand and No/100 Dollars ($50,000.00) for each additional
ercentage point below six (6) percentage points below the Subcontractor Participation
Requirement (collectively, the "Subcontractor Non -Compliance Funds") with respect to such
14
SUBSTITUTED
Improvement. The Subcontractor Non -Compliance Funds shall be calculated by the
Director after Substantial Completion of the applicable Improvement and shall b
payable within thirty (30) days from the date of Landowners' receipt of written sta
the Executive Director stating the amount of Subcontractor Non -Compliance F
respect to such Improvement. To the extent of any dispute between the Execut
Landowners with respect to the compliance with the Subcontractor Participat
such dispute shall be submitted to the CRA Board for resolution. The d
Board shall be binding on the parties. Any amount of the Subcontractor N
not paid when due shall bear interest at 12% per annum from the date du
3.1.1.10 Penalties for Non-Com
Requirements with Respect to Each Improvement. With respect
extent a Landowners, as applicable, fail to comply with the L
with respect to such Improvement, such Landowners not
Participation Requirement shall pay to the CRA as a one-tim
(a) Ten Thousand and No/100 Dollars ($10,000.00) for e
Participation Requirement for the first four (4) percenta
Requirement, (b) Twenty -Five Thousand and No/100
percentage point below the first four (4) percent
Requirement for up to four (4) percentage points
Dollars ($50,000.00) per each additional percent
below the Labor Participation Requirement (c
with respect to such Improvement. The Lab
Executive Director after Substantial Com
thirty (30) days from Landowners' rec
stating the amount of Labor Non-Com
the extent of any dispute between t
compliance with the Labor Partic
CRA Board for resolution. The
Any amount of the Labor Non
per annum from the date due
Partici
ation Re
uire
Improvement, to the
Requirement, with
County Labor P
noncompliance
below the Co
the County
($25,000
below
there
poi
e
thereafter (c) Fifty Thousand and No/100
e point below the eight (8) percentage points
ectively, the "Labor Non -Compliance Funds")
on -Compliance Funds shall be calculated by the
Lion of such Improvement and shall be due within
t of written statement from the Executive Director
ance Funds due with respect to such Improvement. To
xecutive Director and Landowners with respect to the
tion Requirement, such dispute shall be submitted to the
ecision of the CRA Board shall be binding upon the parties.
ompliance Funds not paid when due shall bear interest at 12%
til paid.
utive
ue and
ent from
ds due with
Director and
Requirements,
sion of the CRA
-Compliance Funds
ntil paid.
E
with Labor Partici s ation
each Improvement, to the
r Participation Requirement,
compliance with the Labor
enalty for such noncompliance of
percentage point below the Labor
points below the Labor Participation
ollars ($25,000.00) for each additional
lia
points below the Labor Participation
3.1.1.11 Penalties for Non -Compliance with County Labor
is with Res . ect to Each Im .rovement. With respect to each
tent Landowners fail to comply with the County Labor Participation
espect to such Improvement, Landowners in non-compliance with the
cipation Requirement shall pay to the CRA as a one-time penalty for such
(a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point
ty Labor Participation Requirement for the first five (5) percentage points below
abor Participation Requirement, (b) Twenty -Five Thousand and No/100 Dollars
for each additional percentage point below the first five (5) percentage points
County Labor Participation Requirement for up to five (5) percentage points and
er, (c) Fifty Thousand and No/100 Dollars ($50,000.00) per each additional percentage
below the ten (10) percentage points below the County Labor Participation Requirement
( lectively, the "County Labor Non -Compliance Funds") with respect to such Improvement.
e County Labor Non -Compliance Funds shall be calculated by the Executive Directors after
Substantial Completion of such Improvement and shall be due within thirty (30) days from
15
SUBSTITUTED
Landowner's receipt of written statement from the Executive Director stating the am• t of
County Labor Non -Compliance Funds due. To the extent of any dispute between the cutive
Director and Landowners with respect to the compliance with the County Labor P. icipation
Requirement with respect to such Improvement, such dispute shall be submitted • the CRA
Board for resolution. The decision of the CRA Board shall be binding upon the •arties. Any
amount of the County Labor Non -Compliance Funds not paid when due shal • ear interest at
12% per annum from the date due until paid.
3.1.1.12 Penalties for Non Compliancith Skilled Laborer
Participation Requirements with Respect to Each Improvement. ith respect to each
Improvement, to the extent Landowners fail to comply with the • pplicable Skilled Labor
Participation Requirement, with respect to such Improvement, La. , owners in non-compliance
with the Skilled Labor Participation Requirement shall pay to the ' ' A as a one-time penalty for
such noncompliance of (a) Ten Thousand and No/100 Dollar $10,000.00) for each one-half
(1/2) of a percentage point below the Skilled Labor Particip. on Requirement for the first one
and one-half percent (1.5%) below the Skilled Labor Req ement, (b) Twenty -Five Thousand
Five Hundred and No/100 Dollars ($25,00.00) for each a• .itional one-half (1/2) of a percentage
point below the first one and one half percent (1.5%) • ow the Skilled Labor Requirement for
up to an additional one and one-half percent (1.5°/ and thereafter (c) Fifty Thousand and
No/100 Dollars ($50,000.00) per each additional o' -half (1/2) of a percentage point below the
three percent (3%) below the Skilled Labor Parti '.ation Requirement (collectively, the "Skilled
Labor Non -Compliance Funds") with respect such Improvement. The Skilled Labor Non -
Compliance Penalties shall be calculated by Executive Director after Substantial Completion
of such Improvement and shall be due in thirty (30) days from Landowners' receipt of
written statement from the Executive ' rector stating the amount of Skilled Labor Non -
Compliance Funds due. To the ext- of any dispute between the Executive Director and
Landowners with respect to the co fiance with the Skilled Labor Participation Requirement,
such dispute shall be submitted t• e CRA Board for resolution. The decision of the CRA
Board shall be binding upon the •arties. Any amount of the Skilled Labor Non -Compliance
Funds not paid when due shall ' ar interest at 12% per annum from the date due until paid.
3.1.1.13 Failure to Comply with Minimum Hourly Wage
Rate Requirement with ' . pect to Each Improvement. In the event that any Contractor fails to
pay the Minimum Hour Wage Rate to any construction worker working on the construction of
any Improvement to ed on the Property, and which failure is reported by such worker to the
Executive Directo the Executive Director shall investigate the report and if the Executive
Director, based •n his investigation confirms such non-compliance with the Minimum Hourly
Wage Rate re• rement, and that the error on the part of the Contractor was not a de minimis
miscalculati • of the same, the Landowners of the such Improvement shall pay to the affected
worker(s) a penalty the Minimum Hourly Wage Rate for every hour which such worker was
underpai' •lus a twenty percent (20%) penalty (collectively, the "Minimum Hourly Wage Rate
Penalt . Landowners shall not receive the benefit of any credit for hourly wage payments
mad: o such worker that did not comply with the Minimum Hourly Wage Rate requirement
(" . oneous Hourly Wage Payment"). By way of illustration, if the worker was paid an hour
r e of Ten and No/ 100 Dollars ($10.00) and no health benefits were provided for one (1) hour
f work performed in lieu of the Minimum Hourly Wage Rate, the Minimum Hourly Wage Rate
Penalty would be calculated as follows:
16
SUBSTITUTE
Minimum Hourly Wage Rate Penalty = [(Minimum Hourly Wage Rate * Total
Hours Worked) * Minimum Hourly Wage Penalty Rate]
= [($12.83 * 1 hour) * 1.2]
= $15.40
Such Minimum Hourly Wage Rate Penalty shall be due from the Landow s to the underpaid
worker(s) within thirty (30) days after written demand from the Executive ',irector. Landowners
shall have the right to dispute such demand and the findings of the E utive Director. If the
Executive Director and Landowners are not able to resolve their dis 6 e within thirty (30) days
the dispute shall be submitted to the CRA Board for a final determ ation, which determination
shall be binding on the parties.
The Minimum Hourly Wage Rate Penalty is not intended to give a workers rights to seek any
and all legal relief available under applicable law. In the e nt a worker is granted a monetary
award against Landowners, or any one of them, and/or -ir Contractors in some other forum
("Monetary Award"), then any Minimum Wage Rate ' malty otherwise due and owing to the
worker shall be reduced by the amount of any such M• etary Award.
3.1.1.14 Failu- to Com.1 with Responsible Wage
Re . uirement with Res . ect to Each Im . roveme ' In the event that any Contractor fails to pay
the Responsible Wage to Electrical Workers orking on the construction of such Improvement
located on the Property, and which failure ' eported by such worker to the Executive Director,
the Executive Director shall investigate tr report and if the Executive Director, based upon his
investigation confirms such non-compl' ce with the Responsible Wage Requirement, and that
the error on the part of the Contrac was not a de minimis miscalculation of the same, the
Landowners of such Improveme , shall pay to the affected worker(s) as a penalty the
Responsible Wage for every ho or which such worker was underpaid plus a twenty percent
(20%) penalty (the "Res.onsib Wage Penalt "). Landowners shall not receive the benefit of
any credit for hourly wage . ayments made to such worker that did not comply with the
Responsible Wage require ► t of Section 3.1.1.7 ("Erroneous Responsible Wage Payment").
By way of illustration, ' prior to the date of the Extension Interlocal Agreement, if a Electrical
Journeyman — Wire . was paid a per hour wage rate of Thirty and No/100 Dollars ($30.00)
and a per hour he. benefit of Six and No/100 Dollars ($6.00) or a total of Thirty -Six and
No/100 Dollars f• one (1) hour of work performed during the year 2017, which combined dollar
value is equal ess than the combined value of the required Responsible Wage per hour wage
rate and per •ur health benefit, then the Responsible Wage Penalty would be calculated as
follows:
esponsible Wage Penalty = (Responsible Wage Combined Dollar Value * Total Hours
of Underpaid Work) * Penalty Rate
= ($38.46 * 1) * 1.2
= $46.15
17
SUBSTITUTED
By way of illustration, after the date of the Extension Interlocal Agreement, if a Ele
Journeymen — Wireman was paid an hourly rate of Thirty and No/100 Dollars ($30.00)
no health benefits or pension contribution provided for one (1) hour of work perfo
the year 2017 in lieu of the Responsible Wage combined dollar value of $43.04 pe
Responsible Wage Penalty would be calculated as follows:
Responsible Wage Penalty = (Responsible Wage Combined Dollar Value
of Underpaid Work) * Penalty Rate
= [($43.04 * 1 hour) * 1.2]
= $51.65
ical
with
during
our, then
al Hours
Such Responsible Wage Penalty shall be due from Landowne to the underpaid workers(s)
within thirty (30) days after written demand from the Execu ' ie Director. Landowners shall
have the right to dispute such demand and the findings • the Executive Director. If the
Executive Director and Landowners are not able to resole: eir dispute within thirty (30) days
the dispute shall be submitted to the CRA Board for a 1 determination, which determination
shall be binding on the parties.
The Responsible Wage Penalty is not intended to
and all legal relief available under applicable la
Monetary Award against the Landowners, an
Responsible Wage Penalty otherwise due an
the amount of any such Monetary Award.
ve an Electrical Worker's rights to seek any
In the event an Electrical Worker is granted a
r their Contractor(s) in some other forum, any
wing to the Electrical Worker shall be reduced by
3.1.1.15 Job Creation Monitoring Contract for Each
Improvement. Prior to the issuanc: •f any construction permits for an Improvement, a SBE-
Construction Services certified fir► shall be retained by the CRA and designated to: (a) monitor
the job requirements set forth ' Sections 3.1.1.1, 3.1.1.2, 3.1.1.3, 3.1.1.4, 3.1.1.5., 3.1.1.6.,
3.1.1.7, 3.1.2., and 3.1.3; (b certify compliance with the requirements of Sections 3.1.1.1,
3.1.1.2, 3.1.1.3, 3.1.1.4, 3.1 . , 3.1.1.6, 3.1.1.7, 3.1.2 and 3.1.3; and (c) review the Participation
Reports required of each ' andowner by Section 3.1.1.8 on behalf of the CRA. For 2017 and
2018, Landowners (in p *portion to the square footage of property owned by each Landowner)
shall reimburse the A an amount not to exceed Two Hundred Fifty Thousand and No/100
Dollars ($250,000.1 , in the aggregate for costs paid to the SBE-Construction Services firm
retained by the RA (the "Monitoring Reimbursement Amount") to monitor the job
requirements, c' 'ify compliance with the requirements and review the Participation Reports for
such Improv- ent. Thereafter, the Monitoring Reimbursement Amount shall be arrived at
jointly by CRA and the Landowners based upon good faith negotiations between the parties
regardin• e same. Landowners shall reimburse the CRA for such costs within thirty (30) days
of writ demand from the CRA.
3.1.2 Employment Advertisement & Notice with Respect to Each
rovement. With respect to the construction of each Improvement, the Landowners shall or
all require the General Contractor to:
18
SUBSTITUTED
i. Electronically post job opportunities in established •b
outreach websites and organizations, including, without limitation, CareerSource South F da,
and similar programs in order to attract as many eligible applicants for such jobs as possi ► , and
ii. Place a full -page weekly advertisement i e Miami
Times newspaper to inform residents of available job opportunities and any upco ng job fairs
not less than thirty (30) days prior to and through the date of construction co ► encement for
such Improvement. This shall be in addition to any advertisements done ough other job
outreach websites, organizations, and efforts.
3.1.3 Small Business Enterprise Program for Ar'. itecture, Engineering,
Landscape Architecture, Surveying and Mapping Professions ("CB'-A/E"), Small Business
Enterprise Program for Construction Services ("SBE-Construc .n Services") and Small
Business Enterprise Goods and Services ("SBE-Goods and Se es") with Respect to Each
Improvement. With respect to each Improvement, Landowners 11:
i. Award to firms ce ed by the County as CBE-A/E not
less than 7.5% of the professional services agreements fo- oft costs, including, but not limited
to, design, engineering, survey, inspection, job monito ' g requirements, testing and legal (the
"CBE-A/E Participation Requirement") ;
ii. Award tfirms certified by the County as SBE-
Construction Services firms not less than 10% o e contractual agreements for construction and
construction -related materials, supplies a, fixtures (the "SBE-Construction Services
Participation Requirement"; and
ward to firms certified by the County as SBE-Goods
and Services firms not less than 10% ' the contractual agreements for goods and services (such
as, but not limited to security, sting, surveying, etc.) (the "SBE-Goods and Services
Participation Requirement").
iv. To the extent Landowners fail to comply with the
CBE-A/E Participation Rey rement for such Improvement, such Landowner not in compliance
with the CBE-A/E Partic . ton Requirement for such Improvement shall pay to the CRA as a
penalty for such non -co pliance: (a) One Thousand and No/100 Dollars ($1,000.00) for each
one half percentage p' t (0.5%) below the CBE-A/E Participation Requirement for the first two
and one-half perce' ge points below the CBE-A/E Participation Requirement; and (b) Two
Thousand Five dred and No/100 Dollars ($2,500.00) for each additional percentage point
below the first ' o and one-half percentage points of the CBE-A/E Participation Requirement
("CBE-A/E .n-Compliance Funds").
v. To the extent Landowners fail to comply with the SBE-
Const ion Services Requirement for such Improvement, such Landowner not in compliance
with SBE-Construction Services Requirement for such Improvement shall pay to the CRA as
a palty for such non-compliance: (a) One Thousand and No/100 Dollars for each percentage
p nt (1.0%) below the SBE-Construction Services Requirement Participation Requirement for
e first five percentage points below the SBE-Construction Services Requirement; and (b) Two
19
SUBSTITUTED
Thousand and No/100 Dollars ($2,000.00) for each percentage point below the fi - . five
percentage points of the SBE-Construction Services Requirement (the "SBE-Co' .'ruction
Services Non -Compliance Funds").
vi. To the extent Landowners fail to compl • ith the SBE-
Goods and Services Requirement for such Improvement, such Landowner in compliance
with the SBE-Goods and Services Requirement for such Improvement shall p to the CRA as a
penalty for such non-compliance: (a) One Thousand and No/100 Dollar or each percentage
point (1.0%) below the CBE -Goods and Services Requirement for the fir we percentage points
below the SBE-Goods and Services Requirement; and (b) Two Thou • .nd and No/100 Dollars
($2,000.00) for each percentage point below the first five percenta_' points of the SBE-Goods
and Services Requirement (the "SBE-Goods and Services Non -Co r . lance Funds").
3.1.4 First Source Hiring Agreement (..tel/Retail/Office). As a further
inducement for the CRA to enter into this Agreement, Lando ers and the CRA shall enter into,
simultaneously with the execution of this Agreement, a firs ource hiring agreement with respect
to employment during the operation of each Improve t of the Project comprising a hotel,
retail space or office building, in the form of Exhibi G" attached hereto (the "First Source
Hiring Agreement (Hotel/Retail/Office"). The Fi ' . Source Hiring Agreement Operations
(Hotel/Retail/Office) shall replace in its enti y the First Source Hiring Agreement
(Hotel/Retail) dated March 2, 2015 and recorded ' arch 16, 2015 in Official Record Book 29539
at Page 1312 of the Public Records of Miami-D ed County, Florida.
3.1.5 Retail Oppo ities at Project. As a further inducement for the
CRA to enter into this Agreement, Lanners of those tracts consisting of the Phase I Retail
and the Block G Apartments — Phase provements shall use commercially reasonable efforts
to work with the CRA to situate not s than a total two (2) CRA supported, restaurant or retail
concept tenants within the retail . • aces forming part of the Phase I Retail and Block G
Apartments — Phase I portions • ' the Project on terms mutually agreeable to both the Phase I
Retail and Block G Apartmen — Phase I Landowners and the CRA. Such prospective tenant
shall be subject to the same 4 ualifications and standards as any other retail tenant within the
Phase I Retail and Block Apartments — Phase I, respectively, but such Landowner shall
provide such prospective -nants with a rent concession of twenty percent (20%) off of the then
applicable market rent similar space for the term of such lease.
3.2 Each Improvement. For the avoidance of any doubts, the provisions of
Sections 3.1.1, .1.1, 3.1.1.2, 3.1.1.3, 3.1.1.4, 3.1.1.5, 3.1.1.6, 3.1.1.7, 3.1.1.8, 3.1.1.9,
3.1.1.10, 3.1.1. , 3.1.1.12, 3.1.1.13, 3.1.1.14, 3.1.1.15, 3.1.2, and 3.1.3 shall apply with respect
to each Impr• ement standing alone.
DEVELOPMENT OF PROJECT & PROJECT INCREMENTAL TIF.
4.1 Development of Project. Master Developer anticipates that the Project
sha s e constructed in two Phases as more fully described on Exhibit "B". Master Developer
f er anticipates that the assessed value of the Improvements included in Phase I in the
gregate will exceed One Billion Seventy -Five Million and No/100 Dollars
($1,075,000,000.00) (the "Anticipated Development Value"). Master Developer estimates that
20
SUBSTITUTED
Anticipated Development Value will generate approximately Ten Million Six Hundred ' ghty-
Seven Thousand Eight Hundred One and No/100 Dollars ($10,687,801.00) in the ag• -gate in
Incremental TIF for the entirety of Phase I, with such Incremental TIF beginning as o ` anuary 1,
2019. Estimated Incremental TIF and Phase Completion on a Phase -by -Phase ba ' . is attached
to this Agreement on Exhibit "C."
Landowners and Incentive Payment Administrator each acknowledge d agree that they
bear the entire risk under this Agreement if the Project is valued at less an the Anticipated
Development Value and/or is not developed within the time frame ant pated by the Master
Developer resulting in the share of the Incremental TIF payable by tCRA pursuant to this
Agreement being less than anticipated by Master Developer. Lando 'ners (for themselves and
on behalf of their successors and assigns), and Incentive Payment 4 ministrator, acknowledges
and agrees that the CRA shall have no liability to the Land• ners and Incentive Payment
Administrator if the Anticipated Development Value as estimd by Master Developer proves
not to be accurate for any reason and further, if the estimates rovided by the Master Developer
Landowners prove to be inaccurate, the same shall not ieve Landowners and Incentive
Payment Administrator of their respective obligations pur• , ant to this Agreement.
4.2 Development Incentive. Subj : to CRA Approval, City Approval and
County Approval, and commencing after the Sur antial Completion of not less than Two
Hundred Thousand (200,000) gross square feet o tail space forming part of the Phase I Retail
(the "Phase I Retail — Part A"), on an annu basis in all cases, as an inducement to the
development of the Project, the CRA agrees • pay to the Incentive Payment Administrator a
percentage of Incremental TIF as follows:
4.2.1 Pa
year commencing after the Base Year
Part A and continuing throughout th
4.2.2 below, the CRA shall pay to
to Fifty -Seven Percent (57%) o
Payments shall be due and pa
TIF. For the avoidance of
the Substantial Completi
Substantial Completion
Retail — Part A.
ment o ncremental TIF. On an annual basis for each calendar
nd after Substantial Completion of the Phase I Retail —
erm of this Agreement, subject to reduction under Section
centive Payment Administrator an incentive payment equal
e Incremental TIF (the "Incentive Payment"). All Incentive
le within thirty (30) days of the CRA's receipt of Incremental
doubt, no Incentive Payment will be due for any period prior to
of the Phase I Retail — Part A notwithstanding the possible
other Improvements prior to the Substantial Completion of Phase I
4.2.2 Reduction to Incentive Payment. The Incentive Payment is subject
to reductions as ows:
4.2.2.1 Phase I Retail — Part A: If Substantial Completion of
all or a po ' .n of the Improvements comprising part of the Phase I Retail shall not have occurred
prior to uary 1, 2021, then the Incentive Payment based upon the Incremental TIF derived
from s uncompleted portions of the Phase I Retail shall be reduced in accordance with the
follo ng schedule: (i) by ten percent (10%) for all or a portion of the Improvements comprising
pa •f the Phase I Retail which have not achieved Substantial Completion as of January 1, 2022;
by twenty percent (20%) for all or a portion of the Improvements comprising part of the
ase I Retail which have not achieved Substantial Completion as of January 1, 2022, but have
21
SUBSTITUTED
achieved Substantial Completion as of January 1, 2023; and (iii) by thirty percent (30% or all
or a portion of the Improvements comprising part of the Phase I Retail which have no chieved
Substantial Completion as of January 1, 2023, but shall have achieved Substantial ompletion
as of January 1, 2024. If Substantial Completion shall not have occurred with r-•ect to all or
any portion of the Improvements comprising part of the Phase I Retail as of J uary 1, 2024,
then the Incentive Payment based upon the Incremental TIF derived from all ' a portion of the
Improvements comprising the Phase I Retail shall automatically be diveste.. nd shall terminate
and be of no further force and effect for all or such portions of Improvem: s comprising part of
the Phase I Retail which have not achieved Substantial Completion, d Incentive Payment
Administrator shall not be entitled to any Incremental TIF wit' respect to any of the
Improvements comprising part of the Phase I Retail which are not bstantially Completed by
January 1, 2024.
4.2.2.2 Tract A Garages: Substantial Completion of the
Improvements consisting of the two parking garages comprsing Tract A Garages as described
on Exhibit "B" attached hereto, shall not have occurred r , January 1, 2021, then the Incentive
Payment based upon the Incremental TIF derived from e Improvements consisting of the two
parking garages comprising Tract A Garages shall be -duced in accordance with the following
schedule: (i) by ten percent (10%) if such Su' antial Completion of the Improvements
consisting of the two parking garages comprisin_ ract A Garages shall occur as of January 1,
2022; (ii) by twenty percent (20%) if such .ubstantial Completion of the Improvements
consisting of the two parking garages compri • g Tract A Garages shall not have occurred as of
January 1, 2022, but shall have occurred as January 1, 2023; and (iii) by thirty percent (30%)
if such Substantial Completion of the provements consisting of the two parking garages
comprising Tract A Garages shall no ave occurred as of January 1, 2023, but shall have
occurred as of January 1, 2024. If s Substantial Completion of the Improvements consisting
of the two parking garages compri ' g Tract A Garages shall not have occurred as of January 1,
2024, then the Incentive Pay nt based upon the Incremental TIF derived from the
Improvements consisting of - two parking garages comprising Tract A Garages shall
automatically shall be dives d and shall terminate and be of no further force and effect and
Incentive Payment Admini• ator shall not be entitled to any Incremental TIF with respect to the
Improvements consistin• the two parking garages comprising Tract A Garages.
4.2.2.3 Tract A Condominium: If Substantial Completion of
Tract A Condomin as described on Exhibit "B" attached hereto, shall not have occurred prior
to January 1, 20 , then the Incentive Payment based upon the Incremental TIF derived from
Tract A Cond• inium shall be reduced in accordance with the following schedule: (i) by ten
percent (10°/ if such Substantial Completion of the Improvement constituting the Tract A
Condomin shall occur as of January 1, 2022; (ii) by twenty percent (20%) if such Substantial
Complef of the Improvement constituting the Tract A Condominium shall not have occurred
as of J uary 1, 2022, but shall have occurred as of January 1, 2023; and (iii) by thirty percent
30°/ if such Substantial Completion of the Improvement constituting the Tract A
Co ominium shall not have occurred as January 1, 2023, but shall have occurred as of January
2024. If such Substantial Completion the Improvement constituting the Tract A
ondominium shall not have occurred as of January 1, 2024, then the Incentive Payment based
upon the Incremental TIF derived from the Improvement constituting the Tract A Condominium
shall automatically be divested and shall terminate and be of no further force and effect and
22
SUBSTITUTED
Incentive Payment Administrator shall not be entitled to any Incremental TIF with res ' ct to the
Improvement constituting the Tract A Condominium.
4.2.2.4 Tract A Apartments: If Substantial C. pletion of the
Improvement comprising the Tract A Apartments as described on Exhibit "B" attached hereto,
shall not have occurred by January 1, 2023, then the Incentive Payme ' based upon the
Incremental TIF derived from the Improvement comprising the Tract A partments shall be
reduced in accordance with the following schedule: (i) by ten percent (1/o) if such Substantial
Completion of the Improvement comprising the Tract A Apartments s occur as of January 1,
2024; (ii) by twenty percent (20%) if such Substantial Compl: on of the Improvement
comprising the Tract A Apartments shall not have occurred as of J. ary 1, 2024, but shall have
occurred as of January 1, 2025; and (iii) by thirty percent (30%) ' such Substantial Completion
of the Improvement comprising the Tract A Apartments shall ' have occurred as of January 1,
2025, but shall have occurred as of January 1, 2026. If s Substantial Completion of the
Improvement comprising the Tract A Apartments shall not ve occurred as of January 1, 2026,
then the Incentive Payment based upon the Increment. IF derived from the Improvement
comprising the Tract A Apartments shall automatically all be divested and shall terminate and
be of no further force and effect and Incentive Payme Administrator shall not be entitled to any
Incremental TIF with respect to the Improvement co prising the Tract A Apartments.
4.2.2.5 Tract commercial: If Substantial Completion of the
Improvement comprising the Tract A Comme- ial as described on Exhibit "B" attached hereto,
shall not have occurred by January 1, 21 , then the Incentive Payment based upon the
Incremental TIF derived from Tract A mercial shall be reduced in accordance with the
following schedule: (i) by ten percent (1' /o) if such Substantial Completion of the Improvement
comprising the Tract A Commercial 11 occur as of January 1, 2024; (ii) by twenty percent
(20%) if such Substantial Completi of the Improvement comprising the Tract A Commercial
shall not have occurred as of Janu. 1, 2024, but shall have occurred as of January 1, 2025; and
(iii) by thirty percent (30%) if s Substantial Completion of the Improvement comprising the
Tract A Commercial shall not ► e occurred as of January 1, 2025, but shall have occurred as of
January 1, 2026. If such S tantial Completion of the Improvement comprising the Tract A
Commercial shall not hay: occurred as of January 1, 2026, then the Incentive Payment based
upon the Incremental TI' derived from the Improvement comprising the Tract A Commercial
shall automatically sha • e divested and shall terminate and be of no further force and effect and
Incentive Payment A► inistrator shall not be entitled to any Incremental TIF with respect to the
Improvement comp ing the Tract A Commercial.
4.2.2.6 Tract A Mixed -Use Building: If Substantial
Completion o he Improvement comprising the Tract A Mixed -Use Building as described on
Exhibit "B" 4 ttached hereto, shall not have occurred by January 1, 2023, then the Incentive
Payment . ed upon the Incremental TIF derived from the Improvement comprising the Tract A
Mixed- ".e Building shall be reduced in accordance with the following schedule: (i) by ten
perce (10%) if such Substantial Completion of the Improvement comprising the Tract A
Mix . -Use Building shall occur as of January 1, 2024; (ii) by twenty percent (20%) if such
S tantial Completion of the Improvement comprising the Tract A Mixed -Use Building shall
t have occurred as of January 1, 2024, but shall have occurred as of January 1, 2025; and (iii)
y thirty percent (30%) if such Substantial Completion of the Improvement comprising the Tract
23
SUBSTITUTED
A Mixed -Use Building shall not have occurred as of January 1, 2025, but shall have occ ed as
of January 1, 2026. If such Substantial Completion of the Improvement comprising t ract A
Mixed -Use Building shall not have occurred as of January 1, 2026, then the Incenti Payment
based upon the Incremental TIF derived from the Improvement comprising the T t A Mixed -
Use Building shall automatically shall be divested and shall terminate and be of • further force
and effect and Incentive Payment Administrator shall not be entitled to any Inc ental TIF with
respect to the Improvement comprising the Tract A Mixed -Use Building.
4.2.2.7 Block G A•artments — Phas: I. If Substantial
Completion of the Improvement comprising the Block G Apartments , s described on Exhibit
"B" attached hereto, shall not have occurred by January 1, 2023, t ' n the Incentive Payment
based upon the Incremental TIF derived from the Improveme► comprising the Block G
Apartments shall be reduced in accordance with the following sal- .ule: (i) by ten percent (10%)
if such Substantial Completion of the Improvement comprisi the Block G Apartments shall
occur as of January 1, 2024; (ii) by twenty percent (20%) if • . ch Substantial Completion of the
Improvement comprising the Block G Apartments shall not ve occurred as of January 1, 2024,
but shall have occurred as of January 1, 2025; and i) by thirty percent (30%) if such
Substantial Completion of the Improvement comprising e Block G Apartments shall not have
occurred as of January 1, 2025, but shall have o. rred as of January 1, 2026. If such
Substantial Completion of Block G Apartments shnot have occurred as of January 1, 2026,
then the Incentive Payment based upon the Inc mental TIF derived from the Improvement
comprising the Block G Apartments shall auto ically shall be divested and shall terminate and
be of no further force and effect and Incentive ayment Administrator shall not be entitled to any
Incremental TIF with respect to Block G Ap ments.
4.2.2.8 ock G A • artments Phase II: If Substantial
Completion of the Improvement comp ing the Block G Apartments — Phase II as described on
Exhibit "B" attached hereto, shall , .t have occurred by January 1, 2025, then the Incentive
Payment based upon the Increme TIF derived from Block G Apartments — Phase II shall be
reduced in accordance with the owing schedule: (i) by ten percent (10%) if such Substantial
Completion of the Improveme► comprising the Block G Apartments — Phase II shall occur as of
January 1, 2026; (ii) by # enty percent (20%) if such Substantial Completion of the
Improvement comprising e Block G Apartments — Phase II shall not have occurred as of
January 1, 2026, but sha ave occurred as of January 1, 2027; and (iii) by thirty percent (30%)
if such Substantial Co - •letion of the Improvement comprising the Block G Apartments — Phase
II shall not have occ ed as of January 1, 2027, but shall have occurred as of January 1, 2028. If
such Substantial C'. pletion of the Improvement comprising the Block G Retail shall not have
occurred as of J uary 1, 2028, then the Incentive Payment based upon the Incremental TIF
derived from e Improvement comprising the Block G Apartments — Phase II shall
automaticall hall be divested and shall terminate and be of no further force and effect and
Incentive P ment Administrator shall not be entitled to any Incremental TIF with respect to the
Improve nt comprising the Block G Apartments — Phase II.
4.2.2.9 Phase II -Block E: If Substantial Completion of the
vements comprising the Phase II - Block E, as described on Exhibit "B" attached hereto,
1 not have occurred by January 1, 2026, then the Incentive Payment based upon the
cremental TIF derived from the Improvements comprising the Phase II - Block E shall be
24
SUBSTITUTED
reduced in accordance with the following schedule: (i) by ten percent (10%) if Sur antial
Completion of the Improvements comprising the Phase II - Block E having a combine. assessed
value of not less than $125,000,000.00 shall not have occurred as of January 1, 2►7; (ii) by
twenty percent (20%) if Substantial Completion of the Improvements comprising e Phase II -
Block E having a combined assessed value of not less than $125,000,000.00 all not have
occurred as of January 1, 2027, but shall have occurred as of January 1, 2028; d (iii) by thirty
percent (30%) if Substantial Completion of the Improvements comprising th- hase II - Block E
having a combined assessed value of not less than $125,000,000.00 shall n ave occurred as of
January 1, 2028, but shall have occurred as of January 1, 2029. If Subst. ial Completion of the
Improvements comprising the Phase II - Block E having a combined xable value of not less
than $125,000,000.00 shall not have occurred as of January 1, 2029, en the Incentive Payment
based upon the Incremental TIF derived from the Improvements co •rising the Phase II - Block
E shall automatically shall be divested and shall terminate and b: of no further force and effect
and the Incentive Payment Administrator shall not be entitl: to any Incremental TIF with
respect to the Improvements comprising the Phase II - Block
4.2.2.10 Phase II - Bloc : If Substantial Completion of the
Improvements comprising the Phase II - Block A, as dribed on Exhibit "B" attached hereto,
shall not have occurred by January 1, 2027, then e Incentive Payment based upon the
Incremental TIF derived from the Improvements prising the Phase II - Block A shall be
reduced in accordance with the following sche. e: (i) by ten percent (10%) if Substantial
Completion of the Improvements comprising th:.' hase II - Block A having a combined assessed
value of not less than $248,000,000.00 shall • ur as of January 1, 2028; (ii) by twenty percent
(20%) if Substantial Completion of the Imovements comprising the Phase II - Block A not
having combined assessed value of not le . than $248,000,000.00 shall not have occurred as of
January 1, 2028, but shall have occurre. . s of January 1, 2029; and (iii) by thirty percent (30%)
if Substantial Completion of the Im p •vements comprising the Phase II - Block A having a
combined value of not less than $24',000,000.00 shall not have occurred as of January 1, 2029,
but shall have occurred as of Jar ary 1, 2030. If Substantial Completion of Improvements
comprising the Phase II - Bl• A having a combined assessed value of not less than
$248,000,000.00 shall not ha occurred as of January 1, 2030, then the Incentive Payment
based upon the Incremental '.i derived from the Improvements comprising the Phase II - Block
A shall automatically shal . e divested and shall terminate and be of no further force and effect
and the Incentive Pay t Administrator shall not be entitled to any Incremental TIF with
respect to the Improver nt comprising the Phase II - Block A.
4.2.2.11 Phase II - Block B: If Substantial Completion of
the Improvement-•mprising the Phase II - Block B, as described on Exhibit "B" attached hereto,
shall not have occurred by January 1, 2027, then the Incentive Payment based upon the
Incremental ' 1 derived from Phase II - Block B shall be reduced in accordance with the
following edule: (i) by ten percent (10%) if Substantial Completion of the Improvements
comprisi • _ the Phase II - Block B having a combined assessed value of not less than
$185,01 ,,000.00 shall occur as of January 1, 2028; (ii) by twenty percent (20%) if Substantial
Com► -ton of the Improvements comprising the Phase II - Block B having a combined assessed
val of not less than $185,000,000.00 shall not have occurred as of January 1, 2028, but shall
h- -e occurred as of January 1, 2029; and (iii) by thirty percent (30%) if Substantial Completion
the Improvements comprising the Phase II - Block B having a combined assessed value of not
25
SUBSTITUTED
less than $185,000,000.00 shall not have occurred as of January 1, 2029, but shall have • curred
as of January 1, 2030. If Substantial Completion of the Improvement comprising the ase II -
Block B having a combined assessed value of note less than $185,000,000.00 sh not have
occurred as of January 1, 2030, then the Incentive Payment based upon the In, -mental TIF
derived from the Improvements comprising the Phase II - Block B shall auto cally shall be
divested and shall terminate and be of no further force and effect and the entive Payment
Administrator shall not be entitled to any Incremental TIF with respect the Improvement
comprising the Phase II - Block B.
4.2.3 Assignment of Incentive Payments. Lanners acknowledge that
the rights to the Incentive Payment have been assigned to MWC oldings (hereinafter also
sometimes, the "Incentive Payment Administrator"). The assign t of the Incentive Payment
to the Incentive Payment Administrator shall not release L. i owners of their duties and
obligations under this Agreement. The assignment of the In tive Payment to the Incentive
Payment Administrator, and the right of the Incentive Pay t Administrator to subsequently
reassign all or discrete portions of the Incentive Payment . personal to the Incentive Payment
Administrator and such rights shall not be deemed to run the Landowners.
CRA acknowledges that the Landowners have etitioned and received approval from the
County to establish Miami WorldCenter District •ursuant to the authority provided under
Chapter 190, Fla. Statutes, for the purpose of fining, constructing and maintaining (in whole
or in part) the Public Infrastructure Improvem
WorldCenter District, Landowners intend to
construction contract(s) therefore, and cony
District.
s. Following the establishment of the Miami
nvey the Public Infrastructure Improvements or
its interest in the same, to the Miami WorldCenter
4.2.4 Limitati • , on Use of Incentive Pa ments. Incentive Payments
paid during the Term of this Agree -nt shall be used by Incentive Payment Administrator for
the sole and exclusive purpose • paying and/or reimbursing the costs of the construction,
maintenance, operation, and der service/debt issuance costs of the Project and/or the Miami
WorldCenter District to the ex - t such payments are a permitted use of TIF Increment pursuant
to Chapter 163, Part III, Flo:. a Statutes. Incentive Payment Administrator shall have the right,
in its sole and absolute dis' etion, to direct the use of the Incentive Payments for any authorized
purpose consistent with t limitations set forth hereinabove.
5. SUB
INATION OF INCENTIVE PAYMENT.
5. Landowners and Incentive Payment Administrator each acknowledge and
agree that the •ligations of the CRA under this Agreement to make Incentive Payments
hereunder ar: unior and subordinate to the obligations of the CRA to pay debt service with
respect to bonds now existing or hereinafter issued by the CRA (collectively the "Bond
Obli atio ' . ') and junior and subordinate to the payments to be made in connection with the
grant t• , e made in connection with "Mama Hattie" and the Grant Agreement, as amended, by
and b- een the City and the CRA and with respect to the Gibson Park (collectively, the "Grant
Obi _ations"), which Grant Obligations are more fully described in Exhibit "F". Under no
ci mstances shall the CRA be obligated to make Incentive Payments from its general revenues
any other sources if Increment TIF is unavailable after the CRA makes all required payments
26
SUBSTITUTED
with respect to the Bond Obligations and the Grant Obligations. To the extent no Incr- ental
TIF or only a portion of the Incremental TIF is available to pay the CRA's obligations er this
Agreement as a result of the Bond Obligations and the Grant Obligations, the ncentive
Payments shall be reduced to the amount of Incremental TIF available, if any, any e shortfall
shall be deferred to subsequent year(s). If requested by the CRA, o Lando ers, and the
Incentive Payment Administrator shall execute a subordination agreement co . rming that this
Agreement is junior and subordinate to any Bond Obligations and Grant Ob 'rations within ten
(10) business days of written request by the CRA.
5.2 Pledge of TIF Revenues. In the event the Cssues additional bonds
subsequent to March 3, 2015 the CRA covenants and agrees not to r -dge the Incremental TIF
derived from the Project which will be payable to Incentive Pay t Administrator under this
Agreement as collateral for such bonds.
5.3 Additional Agreements Re
and Incentive Payment Administrator, acknowledge and
Agreement shall be deemed or construed to prevent th
similar to this Agreement (each a "TIF Agreement") p
such developers a portion of the Incremental TIF
Redevelopment Area. Landowners and Incentiv
agree that Incremental TIF generated from other
will not be available to make up for any shortfa
ardin
Use
6. CHALLENGES.
Incremental TIF. Landowners
ree that nothing contained in this
RA from entering into agreements
ant to which the CRA commits to pay
enerated from their project within the
Payment Administrator acknowledge and
of ects which are subject to TIF Agreement(s)
nder Section 5.1.
6.1 No Liabil. , . Landowners and Incentive Payment Administrator, hereby
forever waive and release the RA from any liability whatsoever, now or hereafter arising in
connection with any challe to this Agreement by a third party and covenant and agree not to
initiate any legal procee► gs against the CRA in connection with any challenges to this
Agreement (other than . a result of a default by the CRA with respect to its obligations under
this Agreement).
6.2 Duty to Defend. In the event of any challenge to this Agreement, any
party in interest , t its or their sole cost and expense, may defend any such challenge by a third
party. The C' shall cooperate with Landowners and Incentive Payment Administrator, and, if
necessary, icipate in the defense of such challenge provided that the Landowners and/or
Incentive ' . yment Administrator, as applicable, pays the cost of such defense.
REPRESENTATIONS OF LANDOWNERS. Landowners make the following
repr:. entations to the CRA as follows:
7.1 Landowners a limited liability company, duly organized and validly
xisting under the laws of its state of formation and has full power and capacity to own its
27
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properties, to carry on its business as presently conducted, and to enter into the transions
contemplated by this Agreement.
7.2 Landowners execution, delivery and performance of this A ement has
been duly authorized by all necessary company actions and does not conflict with constitute a
default under any indenture, agreement or instrument to which such Landowne a party or by
which it may be bound.
7.3 This Agreement constitutes the valid and bindinobligations of such
Landowners, enforceable against Landowners in accordance with is terms, subject to
bankruptcy, insolvency and other similar laws affecting the rights of cr- itors generally.
8. REPRESENTATIONS OF INCENTIVE PA
MWC Holdings makes the following representations to the CRA.
NT ADMINISTRATOR.
8.1 MWC Holdings is a limited liability cpany duly organized and validly
existing under the laws of its state of formation and has 1 power and capacity to own their
properties, to carry on their business as presently cond ed, and to enter into the transactions
contemplated by this Agreement.
8.2 MWC Holdings' execution,
has been duly authorized by all necessary co
constitute a default under any indenture, agre
party or by which they may be bound.
livery and performance of this Agreement
any actions and does not conflict with or
ent or instrument to which such entities are a
8.3 This Agreement c' stitutes the valid and binding obligations of MWC
Holdings, enforceable against MWC oldings in accordance with the terms, subject to
bankruptcy, insolvency and other si .r laws affecting the rights of creditors generally.
9. REPRESENTATIS OF THE CRA. The CRA makes the following
representations to Landowners:
9.1 The ' A is duly organized and validly existing under the laws of the
State of Florida and has 11 power and capacity to own its own properties, to carry on its
business as presently •nducted by the CRA, and to perform its obligations under this
Agreement.
9. The CRA's execution, delivery and performance of this Agreement has
been duly auth• zed by all necessary actions and does not conflict with or constitute a default
under any ind- ture, agreement or instrument to which it is a party or by which it may be bound.
9.3 This Agreement constitutes the valid and binding obligations of the CRA,
enforce. , e against the CRA in accordance with its terms, subject to bankruptcy, insolvency and
other • ilar laws affecting the rights of creditors generally.
10. NOTICES. All notices, demands, designations, certificates, requests, offers,
nsents, approvals, appointments and other instruments given pursuant to this Agreement
collectively called "Notices") shall be in writing and given by (a) hand delivery, (b) recognized
28
SUBSTITUTED
express overnight delivery service, (c) certified or registered mail, return receipt req sted, or
(d) facsimile and shall be deemed to have been delivered upon (i) receipt, if han. •elivered,
(ii) the next Business Day, if delivered by express overnight delivery service, if sent by
certified or registered mail, return receipt requested the day evidenced by the retu receipt or the
day delivery is refused; or (iv) transmittal, if sent on a business day by facsim • and if sent by
facsimile on a day other than a business day, on the first business day fol ,wing transmittal.
Notices shall be provided to the parties and addresses specified below:
LANDOWNERS:
MIAMI FIRST, LLC
MIAMI THIRD, LLC
MIAMI FOURTH, LLC
MIAMI A/I, LLC
MIAMI SPE, LLC
c/o Miami WorldCenter Holdings, LLC
100 S.E. 2nd Street, Ste. 3510
Miami, Florida 33131
Fax: (305) -
BLOCK G PHASE 1, LLC
BLOCK G PHASE 2, LLC
540 Madison Avenue, 8th floo
New York, NY 10022
Fax: ( ) -
TOWER 2, LLC
1951 N.W. 19th Stre: Ste. 200
Boca Raton, FL 3 1
Fax: ( )
INCENTIVE PA T ADMINISTRATOR:
Copy t
MIAMI i RLDCENTER HOLDINGS, LLC
100 S.. nd Street, Ste. 3510
Mia r , FL 33131
Fa (305) -
Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
150 W. Flagler Street
Suite 2200
Miami, FL 33130
Attention: Marina Ross, Esq. / Javier E. Fernandez, Esq.
Fax: (305) 789-3501
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SUBSTITUTED
CRA:
Southeast Overtown/Park West
Community Redevelopment Agency
819 NW 2nd Avenue, 3rd Floor
Miami, FL 33136
Attention: Clarence Woods, Executive Director
Fax: (305) 679-6835
Copy to:
Holland & Knight LLP
701 Brickell Avenue
Suite 3000
Miami, Florida 33131
Attention: William R. Bloom, Esq.
Fax: (305) 789-7799
11. APPROVAL OF CRA BUDGE Landowners and the Incentive Payment
Administrator, acknowledge that no voter a► .roval was obtained in connection with this
Agreement and that neither the City nor the .unty has approved this Agreement. In the event
this Agreement is determined to be unenfor• able in whole or in part as a result of (i) the multi-
year CRA commitment regarding the I ntive Payments or (ii) the failure to obtain CRA
Approval, City Approval and County A ,roval of the CRA Budget including a line item for the
Incentive Payment on an annual ba , Landowners and Incentive Payment Administrator,
acknowledge and agree that the Cshall have no liability to Landowners or the Incentive
Payment Administrator arising un. this Agreement. Landowners and the Incentive Payment
Administrator acknowledge that t s provision is a material inducement for the CRA to enter into
this Agreement.
12. COUNTY A ROVAL. Landowners and the Incentive Payment Administrator,
acknowledges that this - greement has not been submitted to the Board of County
Commissioners of the ounty for review or approval and that the Incentive Payments
contemplated by this greement will be included in the annual budget (subject to CRA
Approval) submitted the CRA to the City Commission of the City for approval and submitted
by the CRA to the - oard of County Commissioners of the County for approval, once the CRA
Budget is approv by the CRA Board and City Approval is obtained. The CRA shall use
commercially rsonable efforts to procure the City Approval and the County Approval of the
CRA Budge The CRA shall have no liability to Landowner or Incentive Payment
Administrat' in the event that City Approval and County Approval are not obtained.
1 NON -RECOURSE. This Agreement is non -recourse to the CRA. In the event of
a brea• of this Agreement by the CRA, Incentive Payment Administrator may seek specific
perf•ance of this Agreement or bring an action at law which shall be limited to recovery of
any , ncentive Payments due under the terms of this Agreement and in no event shall Incentive
P ment Administrator have the right to seek damages against the CRA.
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SUBSTITUTED
14. DEFAULT BY LANDOWNER
ADMINISTRATOR.
INCENTIVE P 1 NT
14.1 In the event Landowners breach its duties and obliga ' .ns under this
Agreement with respect to any Improvement, and such failure is not cured with' thirty (30) days
of the issuance of written notice of default specifying the breach (or such to r er period of time,
not to exceed one hundred and fifty (150) days, if the default, by its nature nnot reasonably be
cured within such thirty (30) day period and if Landowners has com •need curative action
within such thirty (30) day period and diligently pursues same until co etion not to exceed one
hundred and fifty (150) days), the CRA may pursue all remedies ava •le at law or in equity to
cause Landowners to comply with the terms of this Agreement, incl ng equitable relief.
14.2 In the event Incentive Payment Admini• ator breaches its duties and
obligations under Section 4.2.4 of this Agreement, and such fa' re is not cured within thirty (30)
days of the issuance of written notice of default specifying t' breach (or such longer period of
time, not to exceed one hundred and fifty (150) days, the default, by its nature cannot
reasonably be cured within such thirty (30) day period a ncentive Payment Administrator has
commenced curative action within such thirty (30) day period and diligently pursues same until
completion), the CRA may pursue all remedies avail •le at law or in equity to cause Incentive
Payment Administrator to comply with the terms ' this Agreement including equitable relief
and requiring the Incentive Payment Administrate to repay to the CRA any Incentive Payment
funds not utilized in accordance with Section i 4 of this Agreement. In addition, so long as
such breach or default continues, the obligati• of the CRA under this Agreement with respect
to Incentive Payments shall be suspended as , gainst the defaulting party, and if any such breach
shall continue for more than one year, the the CRA shall have no further duties or obligations
under this Agreement to the Incentive ' , yment Administrator, with respect to such Incentive
Payments.
14.3 No default Landowners under Section 14.1 with respect to an
Improvement constructed on th 'roperty shall be deemed a breach by Incentive Payment
Administrator under Section 14 with respect to the Project and, conversely, no breach by the
Incentive Payment Administr or with respect to its obligations under Section 14.2 shall be
deemed a breach by Landow -rs under Section 14.1
15. ADJUST NT TO FOLIO NUMBERS. Landowners and CRA each
acknowledge that the • rrent tax folio numbers with respect to the Property shall change as a
result of the redevelo ' ent of the Property in connection with the Project, including the adoption
of a revised subdiv on plan. In such event, the Executive Director of the CRA and Landowners
shall proceed in : •d faith to agree as to which new folio numbers are applicable to portions of
the Project, base upon the adjustment in such new folio numbers by the Miami -Dade County
Property App ser.
16
creation
and L
bind
in
RELATIONSHIP BETWEEN PARTIES. This Agreement does not evidence the
, nor shall it be construed as creating, a partnership or joint venture between the CRA
owners. No party can create any obligations or responsibility on behalf of the others or
e others in any manner. Each party is acting for its own account, and it has made its own
endent decisions to enter into this Agreement and as to whether the same is appropriate or
31
SUBSTITUTED
proper for it based upon its own judgment and upon advice from such advisors as it . s deemed
necessary. Each party acknowledges that none of the other parties hereto is actin. a fiduciary
for or an adviser to it in respect of this Agreement or any responsibilit or obligation
contemplated herein. Landowners further represent and acknowledge that no o was paid a fee,
commission, gift or other consideration by such party or such party's agent an inducement to
entering into this Agreement.
17. AGREEMENT TO RUN WITH THE LAND. Except a .et forth in Section 4.2.3
and Section 4.2.4, this Agreement, and all rights and obligations he n, shall be binding upon
Landowners and their respective successors and assigns and run wi title to the Property. In the
event all or any portion of the Property is conveyed to a third part .uch successor owner shall be
bound by the terms and provisions of this Agreement to the e extent as if such successor
owner had executed this Agreement.
18. BUDGET & APPROPRIATION. CRA •venants and agrees to budget the
Incentive Payment as a line item in its annual operatin ! • udget subject to CRA Approval, City
Approval and County Approval. CRA further covenas to use commercially reasonable efforts
to procure annual approval of its operating bus et, including the Incentive Payment as
contemplated by this Agreement, by both the City . d County.
19. CONSULTANT AND PROFE .IONAL COMPENSATION. Landowners and
Incentive Payment Administrator have r- .fined consultants and professionals to assist
Landowners and the Incentive Payment As inistrator with the negotiation and execution of this
Agreement, and Landowners and Ince ' ve Payment Administrator may compensate those
consultants and professionals at their . ndard hourly rate for services performed, or any other
method of compensation that is con ' ered standard and reasonable for that particular service.
Notwithstanding anything to the c• trary contained herein, in no event shall Landowners and
Incentive Payment Administrato ompensate any such consultant or professional in any form
that would be deemed a "bo .," "success fee" or "finder's fee" in exchange for the CRA
Board's approval of this Agre- ent.
20. MISCELLe OUS.
20.1
negotiation and pre
construed against
plain meaning.
1 of the parties to this Agreement have participated fully in the
ation hereof, and, accordingly, this Agreement shall not be more strictly
y one of the parties hereto and shall be interpreted in accordance with its
0.2 In the event any term or provision of this Agreement is determined by
appropriate dicial authority to be illegal or otherwise invalid, such provision shall be given its
nearest 1-, .1 meaning or be construed as deleted as such authority determines, and the remainder
of this ; :reement shall be construed to be in full force and effect.
20.3 In the event of any litigation between the parties under this Agreement, the
ailing party shall be entitled to recover attorneys' fees and costs at trial and appellate levels.
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SUBSTITUTED
20.4 In construing this Agreement, the singular shall be held to i • ude the
plural, the plural shall be held to include the singular, the use of any gender shal • e held to
include every other and all genders, and captions and Paragraph headings shall be .' regarded.
20.5 All of the exhibits attached to this Agreement are inc orated in, and
made a part of, this Agreement.
Agreement.
20.6 Time shall be of the essence for each and e y provision of this
20.7 No provision of this Agreement is intended,
a covenant of any official (either elected or appointed), director,
in an individual capacity.
shall any be construed, as
ployee or agent of the CRA,
20.8 This Agreement shall be governed b and construed in accordance with
the laws of the State of Florida. Any action, in equity or ' law, with respect to this Agreement
must be brought and heard in Miami -Dade County, Flori
20.9 This Agreement shall be reco 4 ed in the Public Records of Miami -Dade
County at the sole cost and expense of Landowner
20.10 This Agreement may
instrument in writing signed by the party a
sought.
n• se changed, altered or modified except by an
st whom enforcement of such change would be
20.11 From time to ti and upon written request from a Landowner or the
Incentive Payment Administrator (o ny Assignee), the Executive Director, on behalf of the
CRA, shall execute an estoppel ce icate or similar certification, in form, scope and substance
reasonably acceptable to the r- esting party, confirming such Landowner's or Incentive
Payment Administrator's (or Assignee) compliance with the conditions set forth in this
Agreement with respect to t applicable Improvements (and/or disclosing any then failure or
default by either such party
20.12 TAgreement shall supersede and replace the Original Agreement in its
entirety.
21. EN ' I' AGREEMENT. This Agreement constitutes the entire agreement and
understanding b: • een the parties with respect to the subject matter hereof and there are no other
agreements, re' esentations or warranties other than as set forth herein. This Agreement shall be
binding upo e parties hereto and their respective successors and permitted assigns.
[SIGNATURE PAGES TO FOLLOW]
33
SUBSTITUTE
IN WITNESS hereof the parties have executed this Agreement as of the date fi above
written.
WITNESS:
Print Name:
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
LANDOWNERS:
MIAMI FIRST, LLC, a D-, , are limited
liability company
By: MIAMI FIRST ANAGER, INC., a
Delaware co ' .ration, its managing
member
By:
Nam - Nitin Motwani
Tit Vice President
)
)
The foregoing instrument as acknowledged before me this day of
2017, by , Vice President of Miami First Manager, Inc., Delaware
corporation, as managing me ► , er of Miami First, LLC, a Delaware limited liability company,
on behalf of the limited lia- ity company, who is personally known to me or has produced
identification.
My Commission ' pires:
34
Notary Public, State of Florida
SUBSTITUTED
WITNESS:
Print Name:
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
)
The foregoing instrument wa
2017, by , as
corporation, as managing member
on behalf of the corporation and
has produced
My Commission Expi
MIAMI THIRD, LLC, a D
liability company
ware limited
By: MIAMI THIRD / ANAGER, INC., a
Delaware corp ation, its managing
member
By:
Name: itin Motwani
Title: ice President
acknowledged before me this day of
e President of Miami Third Manager, Inc., a Delaware
f Miami Third, LLC, a Delaware limited liability company,
e limited liability company, who is personally known to me or
as identification.
35
Notary Public, State of Florida
SUBSTITUTED
WITNESS:
Print Name:
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instru
, 2017, by
Delaware corporation, as managin
company, on behalf of the corp
known to me or has produced
My Commission Expir
)
)
MIAMI FOURTH, LLC, . lorida limited
liability company
By: MIAMI FOUR
a Delaware c
member
By:
Name: itin Motwani
Title: ice President
MANAGER, INC.,
oration, its managing
t was acknowledged before me this day of
, as Vice President of Miami Fourth Manager, Inc., a
ember of Miami Fourth, LLC, a Delaware limited liability
ation and the limited liability company, who is personally
as identification.
36
Notary Public, State of Florida
WITNESS:
SUBSTITU ED
MIAMI A/I, LLC, a Delaware li ited
liability company
By: MIAMI A/I MANA
Delaware corporati
member
By:
Print Name: Name: Nit otwani
Title: Vi. President
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
)
The foregoing instrument was ac
2017, by , as Vice
corporation, as managing member of
behalf of the corporation and the li
has produced
My Commission Expires:
INC., a
, its managing
wledged before me this day of
resident of Miami A/I Manager, Inc., a Delaware
mi A/I, LLC, a Delaware limited liability company, on
d liability company, who is personally known to me or
as identification.
37
Notary Public, State of Florida
WITNESS:
SUBSTITUT D
MIAMI SPE, LLC, a Florida limi
liability company
By:
Print Name: Name: Arthur Falco
Title: Manager
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
)
)
The foregoing instrument was acknowle. _ed before me this day of
2017, by Arthur Falcone, as manager of Miami . ' E, LLC, a Florida limited liability company,
on behalf of the company, who is rsonally known to me or has produced
as identification.
My Commission Expires:
38
Notary Public, State of Florida
SUBSTITUTED
WITNESS:
Print Name:
Print Name:
Date:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
BLOCK G PHASE 2, LLC, a Delaware
limited liability company
By: BLOCK G HOLDINGS, L , a
Delaware limited liabilit ompany,
its managing member
By: 7TH STREET . ' TH MIAMI
(FL), LLC, a ' elaware limited
liability co r s any, its managing
member
By:
Name:
Title:
The foregoing instrume was acknowledged before me this day of
2017, by , as of 7th Street North Miami
(FL), LLC, a Delaware limi i liability company, as managing member of Block G Holdings,
LLC, a Delaware limited sility company, as managing member of Block G Phase 2, LLC, a
Delaware limited liabilit ompany, on behalf of the companies, who is personally known to me
or has produced as identification.
My Commis .n Expires:
39
Notary Public, State of Florida
SUBSTITUTED
WITNESS:
Print Name:
Print Name:
Date:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
)
)
BLOCK G PHASE 1, LLC, a Flo
limited liability company
By: By: SM REIT, LLC
a Delaware limite
Its Sole Member
By:
Name:
Title:
ability company
The foregoing instrument w acknowledged before me this day of
2017, by , as of SM REIT, LLC, a
Delaware limited liability comp. , on behalf of the corporation and limited liabiliy company,
who is personally known to me has produced as identification.
My Commission Expi
40
Notary Public, State of Florida
SUBSTITUTED
WITNESS:
Print Name:
Print Name:
Date:
STATE OF FLORIDA )
)
COUNTY OF MIAMI-DADE )
TOWER 2, LLC, a Delaware limited
liability company
By:
Name: Daniel Kodsi
Title: Mana in Princi
The foregoing instrument was acknow ged before me this day of
2017, by Daniel Kodsi, as Mana in Princi . . of Block G Holdings, LLC, a Delaware limited
liability company, on behalf of the compa , who is personally known to me or has produced
as identificatio
My Commission Expires:
41
Notary Public, State of Florida
SUBSTITUTED
WITNESS:
Print Name:
Print Name:
STATE OF FLORIDA )
) SS:
COUNTY OF MI A P ADE )
CRA:
Southeast Overtown/Park We ommunity
Redevelopment Agency, a p . is agency
and body corporate create..ursuant to
Section 163.356, Florid..tatutes
Bv:
Clare E. Woods, III
Exe ive Director
A ' EST:
Todd B. Hannon
Clerk of the Board
APPROVED AS TO FORM AND
CORRECTNESS:
By:
William R. Bloom
CRA Special Counsel
The foreg g instrument was acknowledged before me, this day of , 2017,
by Clarence E. oods III Executive Director of SOUTHEAST OVERTOWN/PARK WEST
COMMUNIT REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to .ection 163.356, Florida Statutes, on behalf of the agency. He/she is personally
known to e or has produced as identification.
42
SUBSTITUTED
JOINDER BY
INCENTIVE PAYMENT ADMINISTRATOR
The undersigned hereby joins in and consents to the execution of the foreg
and Restated Miami WorldCenter Economic Incentive Agreement.
Date:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
)
)
g
Amended
MIAMI WORLDCEN ' R HOLDINGS,
LLC, a Delaware li - d liability company
By: PWV G' ' ' 1 HOLDINGS, LLC,
a Dela e limited liability
comp - y, its manager
By:
Na
T.e:
The foregoing instrument was nowledged before me this day of
2017, by , as of PWC Group 1 Holdings,
LLC, a Delaware limited liability co pany, as manager of Miami WorldCenter Holdings, LLC,
a Delaware limited liability comp. , on behalf of the companies, who is personally known to
me or has produced as identification.
Notary Public, State of Florida
My Commission Expir
SUBSTITUTED
Exhibit "A"
Legal Description of Property
(Folio No. 01-3137-080-0010)
Tract "A" of the "Miami Worldcenter Plat 1," according to the plat thereof, as rec► ded in Plat Book 171,
at Page 28, of the Public Records of Miami -Dade County, Florida
(Multiple Folios)
Tract `B" of the "Miami Worldcenter Plat 2," according to the plat thereo s recorded in Plat Book 171
at Page 52 of the Public Records of Miami -Dade County, Florida.
Parcel H-1 (Folio No. 01-0101-080-1010)
The North 125 feet of Lots 1 and 2, Block 18 North, City of M i, according to the plat thereof, as
recorded in Plat Book B, at page 41 of the Public Records of Mi. - -Dade County, Florida, LESS the east
10 feet of Lot 1.
Parcel H-2 (portion of Folio No. 01-0101-080-1011)
The South 25 feet of Lots 1 through 5, the North 12.5 fee
North 12.5 feet of Lots 19 and 20, Block 18 North,
recorded in Plat Book B, at page 41 of the Public Rec • 4 s
Parcel J-1 (Folio No. 01-0101-090-1121)
The South 125 feet of Lot 14, Block 19 North, C
Plat Book B, at page 41 of the Public Records
f Lot 15, the North 25 feet of Lot 16, and the
y of Miami, according to the plat thereof, as
of Miami -Dade County, Florida.
of Miami, according to the plat thereof, as recorded in
iami-Dade County, Florida.
Parcel J-2 (Folio No. 01-0101-090-11 1)
The South 125 feet of Lot 15, Block 19 h, City of Miami, according to the plat thereof, as recorded in
Plat Book B, at page 41 of the Public R ords of Miami -Dade County, Florida.
Parcel J-3 (Folio No. 01-0101 0-1052)
The North 125 feet of Lot 6, Bloc 19 North, City of Miami, according to the plat thereof, as recorded in
Plat Book B, at page 41 of the P .lic Records of Miami -Dade County, Florida.
Parcel J-4 (Folio No. 0 0101-090-1060)
The North 125 feet of Lo . 7 and 8, Block 19 North, City of Miami, according to the plat thereof, as
recorded in Plat Book B page 41 of the Public Records of Miami -Dade County, Florida.
Parcel J-5 (Fol o. 01-0101-090-1090)
The North 125 fee •f Lots 9 and 10, Block 19 North, City of Miami, according to the plat thereof, as
recorded in Plat : , ok B, at page 41 of the Public Records of Miami -Dade County, Florida.
LESS AND E EPT: The land conveyed to the City of Miami set forth in Warranty Deed recorded in
Official Reco . s Book 11622, page 2042, more particularly described as follows:
The West 1feet of the North 125 feet of Lot 10, Block 19 North, City of Miami, according to the plat
thereof, a• ecorded in Plat Book B, at page 41 of the Public Records of Miami -Dade County, Florida.
Parce -6 (Folio No. 01-0101-090-1140)
The . outh 147.5 feet of Lots 16, 17, 18, 19 and the South 147.5 feet of the West 40 feet of Lot
21 ess the South 10 feet thereof, Block 19 North, City of Miami, according to the plat thereof,
44
SUBSTITUTED
as recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Fl
LESS AND EXCEPT the following portion of Lot 20:
a,
Begin at the Point of Intersection of the West line of the East 10.00 feet of said Lot 20 wit e South line
of the North 2.50 feet of said Lot 20; thence run S 02°14'17" E along the West line oft ast 10.00 feet
of said Lot 20 for a distance of 48.09 feet to the Point of Curvature of a circular c 'e concave to the
West; thence run Northerly and Northwesterly along the arc of said circular curve ' incave to the West,
having a radius of 428.88 feet, through a central angle of 06°28'41", for an arc d ance of 48.15 feet to
the Point of Intersection with the South line of the North 2.50 feet of said Lot 20 ence run N 87°44'14"
E, along the South line of the North 2.50 feet of said Lot 20, for a distance ' 2.72 feet to the Point of
Beginning.
Parcel J-7 (Folio No. 01-0101-090-1010)
The North 121 feet of Lots 1, 2 and 3, less the East 10 feet of Lot lock 19, North City of Miami,
according to the plat thereof, as recorded in Plat Book B, at Page ' , of the Public Records of Miami -
Dade County, Florida, LESS AND EXCEPT the following portion such Lot 1:
Begin at the Point of Intersection of the North lin; of said Lot 1 with the West line of the
East 10.00 feet of said Lot 1; thence run S 87°44'35" W along the North line of said Lot 1; for a
distance of 40.00 feet to the Northwest corner of said of 1; thence run S 02° 14' 15" E, along the
West line of said Lot 1, for a distance of 65.00 fe to the Point of Intersection with the South
line of the North 65.00 feet of said Lot 1; thence on N 87°44'35" E, along the South line of the
North 65.00 feet of said Lot 1, for a distanc- of 11.88 feet; thence run S 12°49'23" E for a
distance of 56.95 feet to the Point of Interse on with the North line of the South 29.00 feet of
said Lot 1, thence run N 87°44'14" E, alon e North line of the South 29.00 feet of said Lot 1,
for a distance of 17.67 feet to the Point o' ntersection with the West line of the East 10.00 feet
of said Lot 1; thence run N 02°14'17" , along the West line the East 10.00 feet of said Lot 1,
for a distance of 120.98 feet to the Po of Beginning.
Parcel J-8 Folio No. 01-0101-1' 1-1050)
The North 125 feet of Lot 4, Bl • 19, North, City of Miami, according to the plat thereof, as
recorded in Plat Book B, Page , of the Public Records of Miami -Dade County, Florida.
Parcel J-9 Folio No. 0 1101-090-1051)
The North 125 feet of Lot lock 19, North, City of Miami, according to the plat thereof, as recorded in
Plat Book B, Page 41, of e Public Records of Miami -Dade County, Florida.
Parcel J-10 Foli o. 01-0101-090-1030)
\The South 25 feet lots 1 through 10, the North 25 feet of Lots 11, 13, 14 and 15, the North 15 feet of
Lot 12, the Nort .5 feet of Lots 16 through 19, the North 2.5 feet of the West 40 feet of Lot 20, and the
North 25 feet o' I e East 10 feet of Lot 20, Block 19 North, City of Miami, according to the Plat thereof,
as recorded i • lat Book `B", at Page 41 of the Public Records of Miami -Dade County, Florida.
and
The .rth 4 feet of the South 29 feet of Lots 1 through 3, Block 19 North, City of Miami, according to
the at thereof, as recorded in Plat Book `B", at Page 41 of the Public Records of Miami -Dade County,
F , ida.
45
SUBSTITUTED
U-Haul Parcel (Folio No. 01-0101-090-1100, 01-0101-090-1100, & 01-0101-090-1120)
Lots 11, 12 and 13, Block 19 North, Map of Miami, as recorded in Plat Book "B," Page 41, oft 'ublic
Records of Miami -Dade County, Florida;
LESS AND EXCEPTING THEREFROM the North 15.00 feet and North 40.00 feet of the .outh 125.00
feet of the West 10.00 feet of Lot 11; and the North 15.00 of said Lot 12, and the North 2 10 feet of said
Lot 13.
Parcel K-1 (Folio No. 01-0102-030-1010)
The North 30 feet of the South 75 feet of Lots 1 and 2, Block 23 North, City of ami, according to the
Plat thereof, as recorded in Plat Book `B", at Page 41 of the Public Record .f Miami -Dade County,
Florida.
Parcel K-2 (Folio No. 01-0102-030-1020)
The North one half of Lots 1 and 2, Block 23 North, City of Miami
recorded in Plat Book `B", at Page 41 of the Public Records of Miami
Parcel K-3 (Folio No. 01-0102-030-1030)
The South 45 feet of Lots 1 and 2, Block 23 North, City of ami, according to the Plat thereof, as
recorded in Plat Book `B", at Page 41 of the Public Records o ' iami-Dade County, Florida.
cording to the Plat thereof, as
ade County, Florida.
Parcel K-4 (Folio No. 01-0102-030-1040)
Lot 3, Block 23 North, City of Miami, according to the P , thereof, as recorded in Plat Book `B", at Page
41 of the Public Records of Miami -Dade County, Flori
Parcel K-5 (Folio No. 01-0102-030-1060)
Lot 6, LESS the North 10 feet thereof, Block 2
recorded in Plat Book `B", at Page 41 of the P
Parcel K-6 (Folio No. 01-0102-030-1
orth, City of Miami, according to the Plat thereof, as
is Records of Miami -Dade County, Florida.
Lots 7 and 8, LESS the North 8 feet ther- , Block 23 North, City of Miami, according to the Plat thereof,
as recorded in Plat Book `B", at Page 4 of the Public Records of Miami -Dade County, Florida.
Parcel K-7 (Folio No. 01-010 430-1100)
The South 50 feet of Lots 9 an. 0, Block 23 North, City of Miami, according to the Plat thereof, as
recorded in Plat Book `B", at P _e 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-8 (Folio No. ► . -0102-030-1120)
The South one half of Lo , Block 23 North, City of Miami, according to the Plat thereof, as recorded in
Plat Book `B", at Page ' of the Public Records of Miami -Dade County, Florida.
Parcel K-9 (Fo • No. 01-0102-030-1130)
The South one ha " .f Lot 12, Block 23 North, City of Miami, according to the Plat thereof, as recorded in
Plat Book `B", - ' age 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-10 (Folio No. 01-0102-030-1140)
Lot 13, B ck 23 North, City of Miami, according to the Plat thereof, as recorded in Plat Book `B", at
Page 41 the Public Records of Miami -Dade County, Florida.
46
SUBSTITUTED
Parcel K-11 (Folio No. 01-0102-030-1200)
The South 85 feet of Lot 19, Block 23 North, City of Miami, according to the Plat thereof, as orded in
Plat Book `B", at Page 41 of the Public Records of Miami -Dade County, Florida.
Parcel K-12 (Folio No. 01-0102-030-1210)
The North 65 feet of Lot 19 and the North 65 feet of Lot 20, Block 23 North, City of i, according to
the Plat thereof, as recorded in Plat Book `B", at Page 41 of the Public Records of , iami-Dade County,
Florida.
Parcel K-13 (Folio No. 01-0102-030-1220)
The South 85 feet of Lot 20, Block 23 North, City of Miami, according t. e Plat thereof, as recorded in
Plat Book `B", at Page 41 of the Public Records of Miami -Dade County , lorida.
Parcel K-14 (Folio No. 01-0102-030-1050)
Lots 4 and 5, Block 23, North, City of Miami, according to t- map or plat thereof, recorded in
Plat Book B, Page 41, of the public records of Miami -Dad- ounty, Florida.
Parcel K-15 (Folio No. 01-0102-030-1090)
The South 50 feet of the North 100 feet of Lots 9 and 10,
according to the Plat thereof, as recorded in Plat Book
County, Florida.
Parcel K-16 (Folio No. 01-0102-030-1110)
The South 25 feet of the North 75 feet of Lots and 12, and the North 50 feet of Lots 11 and 12, Block
23, MIAMI NORTH, according to the Plat ereof, as recorded in Plat Book B, Page 41, of the Public
Records of Miami -Dade County, Florida.
ock 23, NORTH, CITY OF MIAMI,
age 41, of the Public Records of Miami -Dade
Parcel K-17 (Folio No. 01-0102-031080)
The North 50 feet of Lots 9 and 10, . ock 23 North, CITY OF MIAMI, according to the plat thereof as
recorded in Plat Book B, Page 41, ' the Public Records of Miami -Dade County, Florida.
Block 58 — South of FEC R
01-0105-080-1100, & 01-01
The South 120 feet of Lo
the plat thereof, as rec
Florida.
O 1. (Folio No. 01-0105-080-1070, 01-0105-080-1080, 01-0105-080-1090,
-080-1110)
1, 12, 13, and 14, all in Block 58, NORTH CITY OF MIAMI, according to
ed in Plat Book B, Page 41, of the Public Records of Miami -Dade County,
Block 58 — South ' FEC R.O.W. (Folio No. 01-0105-080-1120)
The South 120 ' et of Lots 19 and 20, less the East 10 feet of Lot 20, Block 58, NORTH OF
CITY OF M I, according to the plat thereof, as recorded in Plat Book B, Page 41, of the
Public Rec • 4 s of Miami -Dade County, Florida.
47
SUBSTITUTED
Exhibit `B"
The Proiect
MIAMI WORLD CENTER is mixed use development consisting of two (2) master P► ses in multiple
sub -phases. Below is a summary of the anticipated phasing of the Project w ' . all Anticipated
Development Values being good faith projections as of the date of the Agreement of ich this exhibit is
a part.
PHASE 1:
Tract A — 11.83 acres +/-
i. Phase I Retail: Not less than 360,000 gross square feet retail space on four blocks
within the Project comprised of two parts: (i) Part A 00,000 gross square feet of retail
space; and (ii) Part B — 160,000 gross square feet o -tail space. Anticipated
Development Value: $60 million
ii. Tract A Condominium: Not less than 500-un condominium tower on approximately
2.3559 acres of land. Anticipated Develo s ent Value: $350 million
iii. Tract A Apartments: Not less than 400 .artment units to be constructed in one building.
Anticipated Development Value: $ million
iv. Tract A Commercial: Not less th. 200,000 gross square feet commercial and/or office
building. Anticipated Develop ent Value: $165 million
v. Tract A Mixed -Use Buildin► Not less than 100,000 gross square foot of mixed -use
building. Anticipated D lopment Value: $60 million
vi. Tract A Garages: Tw 2) parking garages containing not less than 1,600 spaces to be
constructed concurr
million
Block G —1.78 acres +
ly with the Phase I Retail. Anticipated Development Value: $70
i. Block G rtments — Phase I: 400 multi -family apartments with 16,000 gross square
feet of r- , it space to be constructed in one tower. Anticipated Development Value:
$130 ► ion
ii. Bl. G Apartments — Phase II: 400 multi -family apartments with 2,500 gross square
t of retail to be constructed in one tower. Anticipated Development Value: $115
illion
48
SUBSTITUTED
PHASE 2:
Phase II - Block E
Anticipated Development Value: $155 million
■ Program undefined
Phase II - Block A
Anticipated Development Value: $3 10 million
■ Program undefined
Phase II - Block B
Anticipated Development Value: $23 1 million
■ Program undefined
49
SUBSTITUTED
Exhibit "C"
Estimated TIF by Phase
PHASE I
Tract A Retail
➢ Anticipated Development Value: $60 million
➢ Estimated TIF: $596,584
Tract A Condominium
➢ Anticipated Development Value: $350 million
➢ Estimated TIF: $3,480,075
Tract A Apartments
➢ Anticipated Development Value:
➢ Estimated TIF:
Tract A Commercial
➢ Anticipated Development Value:
➢ Estimated TIF:
Tract A Mixed -Use Building
➢ Anticipated Development Value: $60 million
➢ Estimated TIF: $596,584
$125 m on
$1,24 :4
5 million
1,640,607
Tract A Garages
➢ Anticipated Development Val $70 million
➢ Estimated TIF: $695,015
Block G Apartments — Phase I
➢ Anticipated Develop
➢ Estimated TIF:
t Value:
Block G A s artments — Ph . II
➢ Anticipated D elopment Value:
➢ Estimated T
$130 million
$1,292,599
$115 million
$1,143,453
Phase I Total icipated Development Value: $1.075 billion
Phase I Tot, stimated TIF: $10,687,801
Estim d Phase
C letion
anuary 1, 2019
January 1, 2019
January 1, 2021
January 1, 2021
January 1, 2021
January 1, 2019
January 1, 2021
January 1, 2021
SUBSTITUTED
PHASE II
Phase II - Block E
• Anticipated Development Value: $155 million Jai -ary 1, 2024
➢ Estimated TIF: $1,541,176
Phase II - Block A
➢ Anticipated Development Value: $310 million January 1, 2025
• Estimated TIF: $3,082,352
Phase II - Block B
➢ Anticipated Development Value: $231 million January 1, 2025
➢ Estimated TIF: $2,296,849
Phase II Total Anticipated Development Value: $696 mil
Phase II Total Estimated TIF: $6,9: ,,376
Total Project Anticipated Development Value: .771 billion
Total Project Estimated TIF: $17,608,177
SUBSTITUTED
Exhibit "D"
Public Infrastructure Improvements
Miami World Center
Public Improvements — As of 10-27-2016
#
Description
Coastal/T. man
Am nt
1.
Metro Mover Station Improvements
$4,500,000
2.
Parking Space Mitigation
$2,256,200
3.
Water Distribution & Wastewater Collection Systems
$8,288,500
4.
Storm Water Management System & Roadway Improvements
$14,110,300
5.
FPL — Power Distribution Improvements
$3,324,400
6.
Telecommunication Improvements
$1,581,500
7.
Miscellaneous Improvements
$4,299,000
8.
Landscaping & Hardscape
$8,952,300
9.
Signalization
$3,170,300
10.
Water Features
$300,000
11.
Contingency for Other Conditions
$2,000,000
12.
Contingency for Unforeseen Uti . Relocations
$1,000,000
13.
Escalation 5% (without par . g)
$2,200,000
14.
GRAND TOTAL WITHO ARKING
$55,982,500
SUBSTITUTED
Exhibit "E-1"
Redevelopment Area
SOUTHEAST OVERTOWNIPARK WEST BOUNDARY MA
Original Boundr'
/, 1985 Park 41' Addition
Expanded 2 M ` ' Boundries
SUBSTITUTED
Exhibit "E-2"
Overtown Boundaries
SUBSTITUTED
Exhibit "F"
CRA Bond Obligations and Grant Obligations
Name Par Amount Annual Debt Service aturity Year
Mama Hattie $10 million (est) unknown
Gibson Park Improvement Grant $14.1 million (See Exhibit F-1) 2030
SUBSTITUTED
Exhibit "F-1"
OIBSON PARK LOAN REPAYMENT
4s11n* Clly 2011 c'prlde OrAt SeMe_ ? 9 Nxi7
I'►lnolpa1
2012
2513.
2014
2018'
2010.,
$.408:£43
;3:8$6,09G
341.60,999
2017 - sejN9.
2018 ". ! i,i 04r2;024
209, Z( �a ial! AO*
2320 3,/06':, 3,Igb,l
2521 3;090400 3,111,559
.2422 4,t66 2.917,363
'2023 4R00, 2,7013,160
2024 4,6f81060 2,484,540
2026 4,770-,b4 2,230,013
2026 ,too 1.947,514
2027 ,> ap 1:$9,2,fe
20+2y8� . iiwctia
2Q30f'' ,06t {,f.0
2031 8,795,0 co 205,850
:r90 70,615,000 53Ev14.7$8_
!SI
0111
Olealp41 Tbr+ora> r`r 20
(EQP W Pxtt l el61101.
70;M46,0o5 (l
•9,00006
9'1,1+
V Pro,Rete hare•of t)ob Olvicn
Pllrtcipa interest Ten! Sha
462,2813 452
44Q,059 4 *59
440459 ,059
440;C69. � , 059 I
440,06G' 440,066
400,13 4.8't,221 831,534I
,
420,360' 412,997 833,3557
441,860 393;685 836,340
484,2`3 379;34 837,554
457,322 352, 839,756.
611,5126 331 042198
637,510 3! ,194 844,303
4,70i ,365 847-058.
*97.,651 /52,5.32 850,182
833,30 220,544 653,904
670,945 166,662 862,600
711,6E:8 '135,921 641:389
766,57 i40,'36 885.8
00I, ` 67,911' 860,791.
SUBSTITUTED
Exhibit "G"
First Source Hiring Agreement
SUBSTITUTED