HomeMy WebLinkAboutSEOPW CRA 2020-11-16 Agenda PacketCity of Miami
819 NW 2nd Ave
3rd Floor
Miami, FL 33136
http://miamicra.com
Meeting Agenda
Monday, November 16, 2020
10:00 AM
City Hall
3500 Pan American Drive
Miami, FL 33133
SEOPW Community Redevelopment Agency
Keon Hardemon, Chair, District Five
Alex Diaz de la Portilla, Vice Chair, District One
Ken Russell, Board Member, District Two
Joe Carollo, Board Member, District Three
Manolo Reyes, Board Member, District Four
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SEOPW CRA OFFICE ADDRESS:
819 NW 2ND AVENUE, 3RD FLOOR
MIAMI, FL 33136
Phone: (305) 679-6800 I Fax (305) 679-6835
www.miamicra.com
Southeast Overtown/Park West CRA Meeting Agenda
November 16, 2020
CALL TO ORDER
CRA PUBLIC COMMENTS
CRA RESOLUTION
1. CRA RESOLUTION
8191 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY, WITH ATTACHMENT(S), RATIFYING THE EIGHTH AMENDMENT
TO THE DEVELOPMENT AGREEMENT BY AND BETWEEN THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY AND DOWNTOWN RETAIL ASSOCIATES, LLC, ATTACHED AND
INCORPORATED HEREIN AS EXHIBIT "A" FOR THE DISPOSITION AND
DEVELOPMENT OF BLOCK 55; AUTHORIZING THE EXECUTIVE
DIRECTOR TO EXECUTE ANY AND ALL DOCUMENTS REQUIRED TO
CONSUMMATE THE TRANSACTION.
File #8191 Exhibit A
2. CRA RESOLUTION
8192 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO GIRL POWER
ROCKS, INC., IN AN AMOUNT NOT TO EXCEED $15,818.00 TO
UNDERWRITE COSTS ASSOCIATED WITH THE GIRL POWER 2020
SUMMER STEAM WORKFORCE TRAINING CAMP; FURTHER
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL
DOCUMENTS NECESSARY FOR SAID PURPOSE; AUTHORIZING THE
EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON
A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON
PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION;
ALLOCATING FUNDS FROM SEOPW, "OTHER GRANTS AND AIDS,"
ACCOUNT CODE NO. 10050.920101.883000.0000.00000.
File # 8192 Back-up
City of -Miami Page 2 Printed on 11/11/2020
Southeast Overtown/Park West CRA Meeting Agenda
November 16, 2020
3. CRA RESOLUTION
8193 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO FLORIDA FILM
HOUSE, LLC, IN AN AMOUNT NOT TO EXCEED $14,938.00, TO
UNDERWRITE COSTS ASSOCIATED WITH THE PRODUCTION OF THE
2020 URBAN FILM FESTIVAL; FURTHER AUTHORIZING THE EXECUTIVE
DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A
REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON
PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION;
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL
DOCUMENTS NECESSARY FOR SAID PURPOSE; FUNDS TO BE
ALLOCATED FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER
GRANTS AND AIDS," ACCOUNT CODE NO.
10050.920101.883000.0000.00000.
File # 8193 Back-up
4. CRA RESOLUTION
8194 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO ST. AGNES
EPISCOPAL CHURCH, INC., IN AN AMOUNT NOT TO EXCEED $400,000,
FOR REPAIRS AND IMPROVEMENTS TO ST. AGNES EPISCOPAL
CHURCH FOR ITS 40-YEAR RECERTIFICATION; AUTHORIZING THE
EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY
FOR SAID PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE
DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A
REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON
PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION;
DERIVING FUNDS FROM THE 2021 SEOPW CRA TAX INCREMENT FUND,
"OTHER GRANTS AND AIDS," ACCOUNT CODE NO.
10050.920101.883000.0000.00000.
File # 8194 Back-up
City of -Miami Page 3 Printed on 11/11/2020
Southeast Overtown/Park West CRA Meeting Agenda
November 16, 2020
5. CRA RESOLUTION
8195 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO WILLIE
WILLIAMS, IN AN AMOUNT NOT TO EXCEED $150,000.00 FOR THE
LIMITED SCOPE RENOVATION OF TWO, TWO-STORY MIXED -USE
BUILDINGS LOCATED AT 1131-1133 NW 3RD STREET, MIAMI, FLORIDA
33136; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL
DOCUMENTS NECESSARY FOR SAID PURPOSE; FURTHER
AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT
HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO
VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY
DOCUMENTATION; DERIVING FUNDS FROM THE 2021 SEOPW CRA TAX
INCREMENT FUND, "OTHER GRANTS AND AIDS," ACCOUNT CODE NO.
10050.920101.883000.0000.00000.
File # 8195 Back-up
6. CRA RESOLUTION
8196 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY AUTHORIZING THE ISSUANCE OF A GRANT, IN AN AMOUNT
NOT TO EXCEED $125,000.00, TO NORWOOD CONSULTING, INC., TO
UNDERWRITE COSTS ASSOCIATED WITH PRODUCING CULTURAL
PROGRAMMING AND ART EXHIBITIONS AT THE HISTORIC WARD
ROOMING HOUSE FOR 2020-2021; AUTHORIZING THE EXECUTIVE
DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID
PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO
DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS
OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND
SATISFACTORY DOCUMENTATION; FUNDS TO BE ALLOCATED FROM
SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS,"
ACCOUNT CODE NO. 10050.920101.883000.0000.00000.
File # 8196 Back-up
City of -Miami Page 4 Printed on 11/11/2020
Southeast Overtown/Park West CRA Meeting Agenda
November 16, 2020
7. CRA RESOLUTION
8197 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY AUTHORIZING A GRANT TO COMMUNITY WORK TRAINING
PROGRAM, INC, IN AN AMOUNT NOT TO EXCEED $150,000.00, TO
UNDERWRITE COSTS ASSOCIATED WITH THE OPERATION AND
MANAGEMENT OF THE OVERTOWN EMPLOYMENT ASSISTANCE
CENTER FOR 2020-2021; AUTHORIZING THE EXECUTIVE DIRECTOR TO
EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE;
FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE
FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR
DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND
SATISFACTORY DOCUMENTATION; FUNDS TO BE ALLOCATED FROM
SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS,"
ACCOUNT CODE NO.10050.920101.883000.0000.00000.
File # 8197 Back-up
8. CRA RESOLUTION
8198 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO FLORIDA FILM
HOUSE, LLC, IN AN AMOUNT NOT TO EXCEED $158,200.00 TO
UNDERWRITE COSTS ASSOCIATED WITH THE OPERATION OF THE 1ST
TAKE YOUTH PROGRAM FOR 2020-2021; FURTHER AUTHORIZING THE
EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON
A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON
PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION;
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL
DOCUMENTS NECESSARY FOR SAID PURPOSE; FUNDS TO BE
ALLOCATED FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER
GRANTS AND AIDS," ACCOUNT CODE NO.
10050.920101.883000.0000.00000.
File # 8198 Back-up
City of -Miami Page 5 Printed on 11/11/2020
Southeast Overtown/Park West CRA Meeting Agenda
November 16, 2020
9. CRA RESOLUTION
8199 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY, WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE
DIRECTOR TO EXECUTE AN AMENDMENT TO THE AMENDED AND
RESTATED MIAMI WORLDCENTER ECONOMIC INCENTIVE AGREEMENT,
INCORPORATING THE TERMS SET FORTH ON EXHIBIT "A", IN THE
FORM ACCEPTABLE TO THE EXECUTIVE DIRECTOR; AUTHORIZING THE
EXECUTIVE DIRECTOR TO EXECUTE ANY AND ALL DOCUMENTS
REQUIRED TO CONSUMMATE THE TRANSACTION.
File # 8199 Exhibit A
ADJOURNMENT
City of -Miami Page 6 Printed on 11/11/2020
3.1
SEOPW Board of Commissioners Meeting
November 16, 2020
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
INTER -OFFICE MEMORANDUM
To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8191
and Members of the CRA Board
From: Cornelius Shiver
Executive Director
Subject: Resolution ratifying the execution of
the Eighth Amendment to the
Development Agreement between the
Enclosures: File #8191 Exhibit A
BACKGROUND:
The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West
Community Redevelopment Agency ("CRA") ratifies Eighth Amendment to the Development
Agreement between the CRA and Downtown Retail Associations, LLC ("Developer") for the
disposition and development of Block 55.
On July 26, 2017, the CRA issued a Request for Proposals ("RFP") 17-02 for the disposition and
development of Block 55 located at 249 NW 6th Street, Miami, FL (Folio #: 01-0105-050-1120).
The CRA received two (2) responses to RFP 17-02. On March 1, 2018, the CRA Board of
Commissioners ("Board"), by Resolution CRA-18-0009, accepted and authorized the selection
committee's recommendation to select Downtown Retail Associates, LLC as the top -ranked
proposer to develop Block 55. On September 24, 2018, the Board authorized the acceptance of
certain negotiated terms in the Development Agreement between the CRA and the Developer.
On October 1, 2018 the Block 55 Development Agreement was executed, which was amended
by Amendment dated November 21, 2018, by Second Amendment dated April 17, 2019, by the
Third Amendment dated September 26, 2019, by the Fourth Amendment dated as of December
20, 2019, by the Fifth Amendment dated March 18, 2020, by the Sixth Amendment dated March
31, 2020, and by the Seventh Amendment dated June 1, 2020 (collectively, the "Development
Agreement"), all of which have been previously approved by the Board.
The Eighth Amendment to the Development Agreement attached hereto and incorporated
herein as Exhibit "A" was executed as of September 2, 2020, and contains, in part, the following
modifications:
• Affordable Housing Inventory Increase from 20% to 100%: Block 55 will consist of not less than
578 residential units, all of which will be affordable, with fifty percent (50%) of the units
designated for individuals or families earning up to fifty percent (50%) of the Miami -Dade
County Area Median Income ("AMI") and the balance of the remaining units designated for
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3.1
individuals or families earning more than fifty percent (50%) of AMI but not exceeding eighty
percent (80%) of AMI.
• Assignment Prior to Closing: The Developer may form a new limited liability company to own
the Property ("Property Owner") and a new limited liability company to be the sole member and
owner of the Property Owner ("Member") and a new limited liability company to be the sole
member and owner of Member ("Holding") provided that Property Owner is one hundred percent
(100%) owned by Member and Member is one hundred percent (100%) owned by Holding. The
CRA agrees to assign the Development Agreement and convey the Property to the Property
Owner at closing provided that (a) the Holding is the sole member and owner of Member, (b)
Member is the sole member and owner of Property Owner and (c) Michael Swerdlow or an entity
he controls retains all decision making with respect to Holding, Member and Property Owner,
except for certain major decisions.
• Closing Payment and Deferred Purchase Price: The Purchase Price for Block 55 was Eighteen
Million Dollars ($18,000,000.00). In addition, the Developer agreed to pay the CRA Five
Hundred Thousand Dollars ($500,000) in extension fees not credited to the Purchase Price. Prior
to Closing the Developer paid to the CRA a total of One Million Four Hundred Fifty Thousand
Dollars ($1,450,000) leaving a total due to the CRA at closing Seventeen Million Fifty Thousand
Dollars ($17,050.000.00). The Developer paid the CRA Ten Million Fifty Thousand Dollars
($10,050,000) at closing (the "Closing Payment") and the CRA took back a Note for Seven
Million Dollars ($7,000,000) (the "Deferred Purchase Price Note") due on May 1, 2021. The
Deferred Purchase Price Note was personally guaranteed by Michael Swerdlow and Stephen
Garchik and secured by their interest in the Project. The Deferred Purchase Price Note shall be
forgiven, subject to Board approval, if the Construction Conditions Precedent are satisfied or
waived by the Executive Director of the CRA and Vertical Construction occurs on or before
September 2, 2021.
• Grant Agreement: The CRA agreed, subject to Board approval, to make a grant to the Developer
in the amount of Five Hundred Thousand Dollars ($500,000) upon the later to occur of (i) ten
(10) days after the Construction Conditions Precedent have been satisfied or waived by the
Executive Director and Vertical Construction occurs, or (ii) February 1, 2021.
JUSTIFICATION:
Florida Statutes, Section 163.370(2)(e)(4) of the Community Redevelopment Act authorizes the
disposal of real property.
Section 2, Goal 3 on page 11 of the Southeast Overtown/Park West Community Redevelopment
Plan ("Plan") lists the "creat[ion of] infill housing, diversity in housing types, and retaining
affordable housing, as a stated redevelopment goal.
Section 2, Goal 4 and 6 on page 11 of the Plan lists the "creat[ion of] jobs within the
community" and "improving quality of life for residents" as stated redevelopment goals.
Section 2, Principle 4 on page 14 of the Plan provides that "[t]he neighborhood...retain access to
affordable housing..." as a stated redevelopment principle.
Section 2, Principle 4 on page 14 of the Plan provides that "employment opportunities be made
available to existing residents..." as a stated redevelopment principle.
Section 2, Principle 6 on page 15 of the Plan further provides that in order to "address and
improve the neighborhood economy and expand economic opportunities of present and future
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3.1
residents and businesses [,] [it] is necessary to support and enhance existing businesses
and...attract new businesses that provide needed services and economic opportunities..." as a
stated redevelopment principle.
FUNDING:
The CRA has been paid a total of Eleven Million Five Hundred Thousand Dollars ($11,500,000)
and holds the Deferred Purchase Price Note of Seven Million Dollars ($7,000,000.00) which
may be forgiven upon certain conditions. The $500,000 grant will be paid out of the proceeds
received from the Developer.
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3.1
AGENDA ITEM
FINANCIAL INFORMATION FORM
SEOPW CRA
CRA Board Meeting Date: November 16, 2020
CRA Section:
Approved by:
§! hiver, Executive Director 11/11/2020
Approval:
Miguel A Valentin,, F 1rarce Officer 11/11/2020
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Southeast Overtown/Park West
Community Redevelopment Agency
File Type: CRA Resolution
Enactment Number:
File Number: 8191 Final Action Date:
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, WITH
ATTACHMENT(S), RATIFYING THE EIGHTH AMENDMENT TO THE DEVELOPMENT
AGREEMENT BY AND BETWEEN THE SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY AND DOWNTOWN RETAIL
ASSOCIATES, LLC, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A"
FOR THE DISPOSITION AND DEVELOPMENT OF BLOCK 55; AUTHORIZING THE
EXECUTIVE DIRECTOR TO EXECUTE ANY AND ALL DOCUMENTS REQUIRED TO
CONSUMMATE THE TRANSACTION.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is
a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible
for carrying out community redevelopment activities and projects within its Redevelopment Area in
accordance with the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and
WHEREAS, Florida Statutes, Section 163.370(2)(e)(4) of the Community
Redevelopment Act authorizes the disposal of real property; and
WHEREAS, Section 2, Goal 3 on page 11 of the Plan lists the "creat[ion of] infill
housing, diversity in housing types, and retaining affordable housing, as a stated redevelopment
goal; and
WHEREAS, Section 2, Goal 4 and 6 on page 11 of the Plan lists the "creat[ion of] jobs
within the community" and "improving quality of life for residents" as stated redevelopment
goals; and
WHEREAS, Section 2, Principle 4 on page 14 of the Plan provides that "[t]he
neighborhood...retain access to affordable housing..." as a stated redevelopment principle; and
WHEREAS, Section 2, Principle 4 on page 14 of the Plan provides that "employment
opportunities be made available to existing residents..." as a stated redevelopment principle; and
WHEREAS, Section 2, Principle 6 on page 15 of the Plan further provides that in order to
"address and improve the neighborhood economy and expand economic opportunities of present
and future residents and businesses [,] [it] is necessary to] support and enhance existing
businesses and...attract new businesses that provide needed services and economic
opportunities..." as a stated redevelopment principle; and
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WHEREAS, on October 1, 2018 the Block 55 Development Agreement was executed,
which was amended by Amendment dated November 21, 2018, by Second Amendment dated
April 17, 2019, by the Third Amendment dated September 26, 2019, by the Fourth Amendment
dated December 20, 2019, by the Fifth Amendment dated March 18, 2020, by the Sixth
Amendment dated March 31, 2020, and by the Seventh Amendment dated June 1, 2020
(collectively, the "Development Agreement"), all of which have been previously approved by the
CRA Board of Commissioners; and
WHEREAS, the Eighth Amendment to the Development Agreement attached hereto and
incorporated herein as Exhibit "A" was executed as of September 2, 2020, and contains, in part,
the following modifications:
• Affordable Housing Inventory Increase from 20% to 100%: Block 55 will consist of not less than
578 residential units, all of which will be affordable, with fifty percent (50%) of the units
designated for individuals or families earning up to fifty percent (50%) of the Miami -Dade
County Area Median Income ("AMI") and the balance of the remaining units designated for
individuals or families earning more than fifty percent (50%) of AMI but not exceeding eighty
percent (80%) of AMI.
• Assignment Prior to Closing: The Developer may form a new limited liability company to own
the Property ("Property Owner") and a new limited liability company to be the sole member and
owner of the Property Owner ("Member") and a new limited liability company to be the sole
member and owner of Member ("Holding") provided that Property Owner is one hundred percent
(100%) owned by Member and Member is one hundred percent (100%) owned by Holding. The
CRA agrees to assign the Development Agreement and convey the Property to the Property
Owner at closing provided that (a) the Holding is the sole member and owner of Member, (b)
Member is the sole member and owner of Property Owner and (c) Michael Swerdlow or an entity
he controls retains all decision making with respect to Holding, Member and Property Owner,
except for certain major decisions.
• Closing Payment and Deferred Purchase Price: The Purchase Price for Block 55 was Eighteen
Million Dollars ($18,000,000). In addition, the Developer agreed to pay the CRA Five Hundred
Thousand Dollars ($500,000) in extension fees not credited to the Purchase Price. Prior to
Closing the Developer paid to the CRA a total of One Million Four Hundred Fifty Thousand
Dollars ($1,450,000) leaving a total due to the CRA at closing Seventeen Million Fifty Thousand
Dollars ($17,050,000). The Developer paid the CRA Ten Million Fifty Thousand Dollars
($10,050,000) at closing (the "Closing Payment") and the CRA took back a Note for Seven
Million Dollars ($7,000,000) (the "Deferred Purchase Price Note") due on May 1, 2021. The
Deferred Purchase Price Note was personally guaranteed by Michael Swerdlow and Stephen
Garchik and secured by their interest in the Project. The Deferred Purchase Price Note shall be
forgiven, subject to Board approval, if the Construction Conditions Precedent are satisfied or
waived by the Executive Director of the CRA and Vertical Construction occurs on or before
September 2, 2021.
• Grant Agreement: The CRA agreed, subject to Board approval, to make a grant to the Developer
in the amount of Five Hundred Thousand Dollars ($500,000) upon the later to occur of (i) ten
(10) days after the Construction Conditions Precedent have been satisfied or waived by the
Executive Director and Vertical Construction occurs, or (ii) February 1, 2021;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF
THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI, FLORIDA:
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3.1
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated herein as if fully set forth in this Section.
Section 2. The Board of Commissioners hereby ratifies the Eighth Amendment to the
Development Agreement between the Southeast Overtown/Park West Community
Redevelopment Agency and Downtown Retail Associations, LLC for the disposition and
development of Block 55, as attached hereto and incorporated herein as Exhibit "A", and ratifies
and reaffirms the terms of the Development Agreement.
Section 3. The Executive Director is authorized to execute any and all documents
required to consummate the transaction.
Section 4. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
Chanel H. Jeff r t ff� Counsel 11/11/2020
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3.1.a
EIGHTH AMENDMENT
THIS EIGHTH AMENDMENT is made and entered into as of September 2, 2020 by and
between DOWNTOWN RETAIL ASSOCIATES LLC, a Florida limited liability company (the
"Developer"), and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section
163.356, Florida Statutes (the "CRA").
RECITALS
A. Developer and the CRA entered into that certain Block 55 Development Agreement
dated as of October 1, 2018 (the "Original Agreement"), as amended by Amendment dated as of
November 21, 2018, (the "First Amendment"), Second Amendment dated as of April 17, 2019
(the "Second Amendment"), Third Amendment dated as of September 26, 2019 (the "Third
Amendment"), Fourth Amendment dated as of December 20, 2019 (the "Fourth Amendment"),
Fifth Amendment dated as of March 18, 2020 (the "Fifth Amendment") Sixth Amendment dated
as of March 31, 2020 (the "Sixth Amendment") and Seventh Amendment dated as of June. 1,
2020 (the "Seventh Amendment") (the Original Agreement as amended by the First Amendment,
the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment,
the Sixth Amendment and Seventh Amendment is collectively, the "Agreement").
B. Developer and the CRA desire to modify and amend certain terms and provisions
of the Agreement, as hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. RECITALS. The Recitals to this Eighth Amendment are true and correct and
hereby incorporated by reference and made a part hereof.
2. DEFINED TERMS. Any defined terms utilized in this Eighth Amendment but not
defined in this Eighth Amendment shall have the meanings ascribed to said terms in the
Agreement.
3. PROJECT. Section 8.1 of the Agreement is amended and restated in its entirety to
proceed as follows:
"8.1 DESCRIPTION OF THE PROJECT. The project (the "Project") shall be a mixed
use development to be located on the Property consisting of (i) not less than five hundred seventy-
eight (578) residential units, which may be located in one or two subdivided tax parcels
{collectively, the "Residential Units", and each such tax parcel, a "Residential Component"),
(ii) not less than 250,000 rentable square feet of retail/restaurant/entertainmentuses, of which not
less than 30,000 rentable square feet shall consist of street level retail use along NW 2nd Avenue
and NW 6th Street, {collectively, the "Retail Space") and a portion of which may consist of office it
space {the "Office Component"); (iii) a minimum 925 parking spaces, but in any event not less
than the number of parking spaces required under applicable law (the "Parking Garage" and s
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
co
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3.1.a
together with each Residential Component, the Retail Space and the Office Component, each a
"Component"); and (iv) the development of Sawyer's Walk, as hereinafter defined,
4. RESIDENTIAL HOUSING REQUIREMENTS. Section 10.1 of the Agreement is
hereby amended and restated in its entirety as follows:
"10.1 RESIDENTIAL HOUSING RESTRICTIONS.
(a) The CRA and the Developer agree that not less than fifty percent (50%) of
all the Residential Units in the Project which represents approximately two hundred eighty-
nine (289) of the Residential Units in the Project, shall be made available for individuals
and/or families earning up to fifty percent (50%) of AMI ("Low -Income Tenants"); and
the balance of the Residential Units shall be made available to individuals or families
earning more than fifty percent (50%) of AMI and does not exceed eighty percent (80%)
of AMI ("Modest -Income Tenants").
(b) "AMI" shall mean the then applicable median family income for Miami -
Dade County, Florida, standard metropolitan statistical area, determined in a manner
consistent with Section 42(g) (1) of the Internal Revenue Code of 1986, including
adjustment for family size as published annually by the U.S. Department of Housing and
Urban. Development.
(c) The Residential Units shall consist of approximately 110 studio units with
an average size of approximately four hundred seventy (470) square feet ("Studio Units"),
approximately 280 one bedroom one bath units with an average size of approximately six
hundred forty (640) square feet ("One Bedroom Units") and approximately 188 two
bedroom two bath units with an average size of approximately nine hundred forty (940)
square feet ("Two Bedroom Units").
(d) Approximately fifty percent (50%) of the One Bedroom Units and not less
than five (5) of the Two Bedroom Units shall be occupied by Low -Income Tenants, but in
no event shall the number of Residential Units occupied by Low -Income Tenants be less
than fifty percent (50%) of all of the Residential Units. In addition, if more than five (5)
of the Two Bedroom Units are occupied by Low -Income Tenants, such excess Two
Bedroom Units shall be counted towards the percentage of One Bedroom Units required to
be occupied by Low -Income Tenants hereunder. The balance of the Residential Units shall
be occupied by Modest -Income Tenants.
(e) The requirements of this Section 10 are separate and apart from any
requirements that Developer may elect to comply with under Miami 21."
5. RESIDENTIAL HOUSING RESTRICTIVE COVENANT. Section 10.2 of the
Agreement ..is..hereby ..amended ..to.provide ..that .on.. the ..Closing ..Date, . the .Developer ..and .the ..CRA
shall execute the restrictive covenant in the form attached hereto as Exhibit "A" (the "Residential
Housing Restrictive Covenant"). The Residential Housing Restrictive Covenant attached hereto
as Exhibit "A" supersedes, and replaces the forms of Residential Housing Restrictive Covenant
attached as Exhibit "E-1" and Exhibit "E-2" to the Agreement.
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3.1.a
6. RESTRICTIVE COVENANT. The Restrictive Covenant to be executed by the
Developer and the CRA on the Closing Date attached to the Agreement as Exhibit J is hereby
deleted and replaced by Block 55 Restrictive Covenant in the form attached hereto as Exhibit "B"
(the `Block 55 Restrictive Covenant").
7. ASSIGNMENT PRIOR TO CLOSING. Section 9 of the Fifth Amendment is
hereby amended and restated in its entirety as follows:
"The parties acknowledge and agree that the beneficial owners of the Developer
may form a new limited liability company to own the Property (the "Property
Owner") and a new limited liability company to be the sole member and owner of
the Property Owner ("Member") and a new limited liability company to be the sole
member and owner of Member ("Holding") provided that Property Owner is one
hundred percent (100%) owned by Member and Member is one hundred percent
(100%) owned by Holding. The CRA hereby consents to the assignment of the
Development Agreement to the Property Owner at closing and agrees to convey the
Property to Property Owner at closing provided that (a) the Holding is the sole
member and owner of Member, (b) Member is the sole member and owner of
Property Owner and (c) Michael Swerdlow or an entity he controls retains all
decision making with respect to Holding, Member and Property Owner, except for
Major Decisions (as defined in the Block 55 Restrictive Covenant). Developer shall
deliver to the CRA copies of the executed articles of organization and all
amendments thereto and the executed operation agreements and all amendments
thereto for the Property Owner, Member and Holding to enable the CRA to confirm
the ownership structure of Property Owner, Member and Holding is consistent with
the foregoing and that Michael Swerdlow or an entity he controls retains all
decision making with respect to Holding, Member and Property Owner, except for
Major Decisions."
8. DEFERRED PURCHASE PRICE.
A. Developer and the CRA acknowledges and agree that the cash due the CRA at
closing is Seventeen Million Fifty Thousand and No/100 Dollars ($17,050,000.00) which has been
calculated as follows:
Purchase Price
Second Additional Consideration
(prior extension of Closing)
May Extension Fee
June Extension Fee
Total
Less amounts paid:
Deposit
First Closing Extension Deposit
Due the CRA at Closing
18,000,000.00
300,000.00
100,000.00
100,000.00
18,500,000.00
1,000,000.00
450,000.00
17,050,000.00
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B. The CRA and Developer agree that Developer shall pay to the CRA Ten Million
Fifty Thousand and No/100 Dollars ($10,050,000,00) at closing (the "Closing Payment") and
Seven Million and No/100 Dollars ($7,000,000.00) (the "Deferred Purchase Price") shall be
deferred until May 1, 2021 at which time the Deferred Purchase Price shall be due and payable in
full. If the Deferred Purchase Price is not paid when due, the Deferred Purchase Price shall bear
interest at twelve percent (12%) per annum until paid. The Deferred Purchase Price shall be
evidenced by a Promissory Note in the form of "Exhibit C", attached hereto (the "Deferred
Purchase Price Note"). The Deferred Purchase Price Note shall be guaranteed by Michael
Swerdlow, Stephen J. Garchik and Block 55 Member, LLC, a Florida limited liability company,
which guaranty shall be in the form of Exhibit "D" attached hereto (the "Deferred Purchase
Price Guaranty"). The Deferred Purchase Price Guaranty shall be secured by a collateral
assignment of 100% of the Membership Interest in Developer, or in Property Owner and SG
Manager, LLC if Developer assigns the Agreement to Property Owner at closing, which collateral
assignment shall be in the form of Exhibit "E" attached hereto (the "Collateral Assignment of
Membership Interests").
C. Upon delivery of the Closing Payment to the CRA, Michael Swerdlow shall be
automatically released, without any further action of the parties, from his obligations under that
certain guaranty in favor of the CRA dated as of March 31, 2020 guaranteeing the payment of the
Second Extension Deposit and Second Additional Consideration.
D. Subject to this Eight Amendment being ratified by the CRA Board, the Deferred
Purchase Price Note and all accrued interest thereon shall be forgiven if the Construction
Conditions Precedent have been satisfied or waived by the Executive Director and Vertical
Construction occurs on or before September 2, 2021.
E. Developer shall pay the documentary stamp tax in connection with Deferred
Purchase Price Note at Closing.
9. GRANT AGREEMENT. Subject to this Eight Amendment being ratified by the
CR Board, the CRA agrees to make a grant to Developer in the amount of Five Hundred Thousand
and No/100 Dollars ($500,000.00) (the "Grant"). The Grant shall be paid to Developer upon the
later to occur of (i) ten (10) days after Construction Conditions Precedent have been satisfied or
waived by the Executive Director and Vertical Construction occurs, or (ii) February 1, 2021.
10. RATIFICATION BY CRA BOARD. For the avoidance of any doubt, if this Eighth
Amendment is not ratified by the CRA Board the provisions of Section 8(c) and Section 9 of this
Eighth Amendment shall be of no force and effect however the balance of this Eighth Amendment
shall remain enforceable.
11. SURVIVAL OF AGREEMENT. Developer and the CRA acknowledge and agree
that other than the obligation of -Developer to pay the Deferred Purchase Price (which obligation
will be forgiven if the conditions set forth in Section..8(C) are satisfied and this Eighth Amendrent....
is ratified by the CRA Board), the obligations under the Block 55 Restrictive Covenant, the
obligations under the Housing Restrictive Covenant and the obligation of the CRA to make the
Grant (which obligation will survive if this Eighth Amendment is ratified by the CRA Board),
none of the other terms of the Agreement will survive the Closing.
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3.1.a
12. CONFLICT. In the event of a conflict between the terms and provisions of this
Eighth Amendment and the teu us and provisions of the Agreement, the terms and provisions of
this Seventh Amendment shall control.
13. RATIFICATION. Except as modified by this Eighth Amendment, the Developer
and the CRA ratify and reaffirm all terms and provisions of the Agreement.
14. COUNTERPARTS. This Eight Amendment may be executed in counterparts by
the parties hereto and each shall be considered an original as the parties are concerned but together
such counterparts shall comprise only one Eighth Amendment. Executed counterparts transmitted
by facsimile or PDF via email shall be binding upon the parties.
[Signatures on following page]
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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3.1.a
IN WITNESS WHEREOF, the parties have executed this Eighth Amendment as of the date
and year first above written.
DEVELOPER:
DOWNTOWN RETAIL ASSOCIATES LLC,
a Florida limited 1. ility co any
By:
Name: Michael Swerdlow
Title: Manager
CRA
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
By:
Cornelius Shiver, Executive Director
Approved for legal sufficiency
By:
William R. Bloom, Esq.
Holland & Knight LLP,
Special Counsel to CRA
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IN WITNESS WHEREOF, the parties have executed this Eighth Amendment as of the date
and year first above written.
DEVELOPER:
DOWNTOWN RETAIL ASSOCIATES LLC,
a Florida limited liability company
By:
Name: Michael Swerdlow
Title: Manager
CRA
SOUTHEAST OV " TOWN / PARK WEST
COMMUNITY ' ` i EVI/LOPMENT AGENCY
By:
Cornelius Sh ver, Lxecutive Director
Approved for legal sufficiency
By:
William R. Bloom, Esq.
Holland & Knight LLP,
Special Counsel to CRA
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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3.1.a
Joinder
The undersigned Block 55 Lender, LLC joins in this Eight Amendment to consent to the execution
of the Eight Amendment in accordance with the Recognition Agreement dated Dece ber 14, 2018.
BLOCK 55 LENDER LLC
By:
Name: Ezra Katz
Title: Manager
7
Attachment: File #8191 Exhibit A (8191 : Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
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3.1.a
EXHIBIT A
Form of Residential Housing Restrictive Covenant
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This document prepared by
and return to:
William R. Bloom, Esq.
Holland & Knight, LLP
701 Brickell Avenue
Suite 3300
Miami, FL 33131
HOUSING RESTRICTIVE COVENANT AGREEMENT
THIS HOUSING RESTRICTIVE COVENANT AGREEMENT (this "Agreement")
is made and entered into as of September 2" d, 2020, by and between SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public body
corporate and politic created pursuant to the laws of the State of Florida (the "CRA"), and BLOCK
55 OWNER, LLC, a Florida limited liability company (the "Owner").
RECITALS
A. Downtown Retail Associates LLC, a Florida limited liability company ("DRA"),
and the CRA entered into the certain Block 55 Development Agreement dated October 1st, 2018,
as amended and as assigned by DRA to Owner (collectively, the "Development Agreement")
with respect to the development of the certain real property located in the City of Miami, which is
more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Land").
B. The project (the "Project") is to be developed on the Land is to consist of not less
than five hundred seventy-eight (578) residential apartment units (the "Residential Units") and
not less than 250,000 square feet of retail/restaurant/office/entertainment uses (the "Retail
Space").
NOW THEREFORE, in consideration of $10.00 and other good and valuable
consideration Owner covenants and agrees with the CRA as follows:
1. Recitals. The Recitals to this Agreement are true and correct and incorporated
herein by reference.
2. Definitions and Interpretation.
2.1 The following terms shall have the respective meanings set forth below:
"AMI" shall mean the then applicable median family income for Miami -Dade County,
Florida, standard metropolitan statistical area, determined in a manner consistent with Section
42(g) (1) of the Internal Revenue Code of 1986, including adjustment for family size as published
annually by the U.S. Department of Housing and Urban Development.
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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3.1.a
"Applicable Income Limit" means with respect to Low -Income Tenants, the applicable
income limit set forth in the definition of "Low -Income Tenants" and with respect to Modest -
Income Tenants, the applicable income limit in the definition of "Modest -Income Tenant.
"Available Units" means the Residential Units that are actually occupied and Residential
Units that are unoccupied and have been leased at least once after becoming available for
occupancy, provided that a residential unit that is not available for occupancy due to renovations
is not an Available Unit and does not become an Available Unit until it has been leased for the
first time after the renovations are completed.
"Certificate of Continuing Program Compliance" means the certificate required to be
delivered by the Owner to the CRA pursuant to Section 5.4 of this Agreement.
"Code" means the Internal Revenue Code of 1986, as amended. Any reference to a Code
section shall include any successor provision; provided that if the Internal Revenue Code is
amended to eliminate corresponding provisions in connection with low income housing tax credits
then reference shall be to such provision of the Code immediately prior to such amendment.
"County" means Miami -Dade County, Florida, a political subdivision of the State of
Florida.
"HUD" means the United States Department of Housing and Urban Development or any
successor agency.
"Income Certification" means the certificate required to be obtained by the Owner from
each tenant pursuant to Section 5.1 of this Agreement.
"Land" has the meaning ascribed to that term in the Recitals.
"Low -Income Tenants" means one or more natural persons or a family, whose income
does not exceed fifty percent (50%) of AMI.
"Manager" means the Owner or any agent hired by or on behalf of the Owner to operate
and manage the Residential Units. For the avoidance of doubts the Owner or the Manager must at
all times manage all of the Residential Units. If there are two owners of the Residential Units as
permitted by Section 10.2, the two Owners must hire a Manager to manage all of the Residential
Units.
"Modest -Income Tenants" mean one of more natural persons or a family, whose income
is greater than fifty percent (50%) of AMI and does not exceed eighty percent (80%) of AMI.
"Project" has the meaning ascribed to said term in the Recital.
........................ .
Qualified Project Period" means a period beginning on the firstday on which temporary
certificate(s) of occupancy (or its equivalent) have been issued for all Residential Units in the
Project and ending on the date which is thirty (30) years thereafter. The Owner is authorized to
use Exhibit "B" attached hereto to evidence the foregoing with respect to the Project.
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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3.1.a
"Residential Units" has the meaning ascribed to such term in the Recitals.
"Retail Space" has the meaning ascribed to such term in the Recitals.
"State" means the State of Florida.
2.2 Unless the context clearly requires otherwise, as used in this Agreement, words of
the masculine, feminine or neuter gender shall be construed to include any other gender when
appropriate and words of the singular number shall be construed to include the plural number, and
vice versa, when appropriate. This Agreement and all the terms and provisions hereof shall be
construed to effectuate the purposes set forth herein and to sustain the validity hereof.
2.3 The titles and headings of the sections of this Agreement have been inserted for
convenience of reference only, and are not to be considered a part hereof and shall not in any way
modify or restrict any of the terms or provisions hereof or be considered or given any effect in
construing this Agreement or any provisions hereof or in ascertaining intent, if any question of
intent shall arise.
3. Residential Units. The Owner hereby represents, covenants, warrants and agrees
that, during the Qualified Project Period:
3.1 The Owner will construct, own, subject to Section 10, and operate the Residential
Units in the Project for the purpose of providing a multifamily residential rental project, and all of
the Residential Units shall be continually managed and operated as a multifamily residential rental
property.
3.2 Each Residential Unit shall be contained in one or more buildings or structures
located on the Land and shall be similarly designed, appointed and constructed (except as to unit
dimensions, number of bedrooms and bathrooms), each of which will contain complete facilities
for living, sleeping, eating, cooking and sanitation for an individual or a family, including a living
area, a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a
cooking range, refrigerator and sink, all of which are separate and distinct from the other units.
3.3 None of the Residential Units will at any time be (1) utilized on a transient basis,
(2) used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, nursing home,
hospital, sanitarium, rest home, trailer court or park, or (3) rented for initial lease periods of less
than six months. No part of the Residential Units will, at any time during the Qualified Project
Period, be owned or used by a cooperative housing corporation. The Residential Units may be
included as part of a condominium (provided that all of the Residential Units are owned by Owner
or its permitted assigns in accordance with Section 10).
3.4 All of the Residential Units will be rented or available for rent on a continuous basis
to members of the general public, and the Owner will not give preference to any .particular class.
or group of persons in renting the Residential Units, except to the extent that units are required to
be leased or rented to Low -Income Tenants and Modest -Income Tenants and Owner may make up
to 100% of the Residential Units available to Low -Income Tenants and Modest -Income Tenants
62 years of age and older. Low -Income Tenants and Modest -Income Tenants will have equal
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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3.1.a
access to and enjoyment of all common facilities associated with the Residential Units. The Owner
will not discriminate against children of any age when renting the Residential Units.
3.5 The Owner shall not (i) demolish any part of the Project necessary for the operation
of the Residential Units for its intended purposes or substantially subtract from any real or personal
property of the Residential Units; or (ii) permit the use of the Residential Units for any purpose
except rental residences in compliance with this Agreement. Nothing herein shall limit Owner
from undertaking repairs necessary for making Residential Units available for occupancy.
3.6 The Owner shall maintain "all risk" property insurance on the Project at 100% of
replacement cost, with deductible amounts which are commercially reasonably, consistent with
other similar properties.
4. Low -Income Tenants and Modest -Income Tenants. Owner hereby represents,
warrants and covenants as follows:
4.1 At all times during the Qualified Project Period, not less than fifty percent (50%)
of all of the Residential Units in the Project, which represents approximately two hundred eighty-
nine (289) Residential Units, shall be occupied by Low -Income Tenants; provided, however,
during the first six (6) months from the beginning of the Qualified Project Period this requirement
shall ._be. deemed . satisfied._ if- the .two ...hundred eighty-nine (289) Residential Units --are .occupied or
reserved for occupancy by Low -Income Tenants.
4.2 At all times during the Qualified Period, all of the Residential Units not occupied
by Lower -Income Tenants shall be occupied by Modest -Income Tenants; provided, however,
during the first six (6) months from the beginning of the Qualified Project Period this requirement
shall be deemed satisfied if two -hundred eighty-nine (289) Residential Units are occupied or
reserved for occupancy by Modest -Income Tenants.
4.3 The Residential Units shall consist of approximately 110 studio units with an
average size of approximately four hundred seventy (470) square feet ("Studio Units"),
approximately 280 one bedroom one bathroom units with an average size of approximately six
hundred forty (640) square feet ("One Bedroom Unit") and approximately 188 two bedroom two
bath units with an approximate size of nine hundred forty (940) square feet ("Two Bedroom
Units"). Approximately fifty percent (50%) of the One Bedroom Units and not less than five (5)
of the Two Bedroom Units shall be occupied by Low -Income Tenants, but in no event shall the
number of Residential Units occupied by Low -Income Tenants be less than fifty percent (50%) of
all of the Residential Units. In addition, if more than five (5) of the Two Bedroom Units are
occupied by Low -Income Tenants, such excess Two Bedroom Units shall be counted towards the
percentage of One Bedroom Units required to be occupied by Low -Income Tenants hereunder.
4.4 The requirements of this Section 4 are separate and apart from any requirement that
the Owner may elect to comply with under Miarni 2.1.
4.5 For purposes of Section 4.1 and Section 3.4, a unit occupied by an individual or
family who at the commencement of the occupancy of such unit is a Low -Income Tenant shall be
counted as occupied by a Low -Income Tenant during such individual's or family's tenancy in such
unit, even though such individual or family ceases to be a Low -Income Tenant. However, such
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3.1.a
unit shall cease to be counted as occupied by a Low -Income Tenant upon a determination that the
tenant's most recently reported income exceeds 140% of the Applicable Income Limit, In addition,
a vacant unit that was occupied by a Low -Income Tenant shall be counted as occupied by a Low -
Income Tenant until it is reoccupied other than a temporary period of not more than thirty-one (31)
days, at which time the unit shall be considered to be occupied by a Low -Income Tenant only if
the individual or family then occupying the unit satisfies the definition of a Low -Income Tenant.
4.6 For purposes of Section 4.2 and Section 3.4, a unit occupied by an individual or
family who at the commencement of the occupancy of such unit is a Modest -Income Tenant shall
be counted as occupied by a Modest -Income Tenant during such individual's or family's tenancy
in such unit, even though such individual or family ceases to be a Modest -Income Tenant.
However, such unit shall cease to be counted as occupied by a Modest -Income Tenant upon a
determination that the tenant's most recently reported income exceeds 140% of the Applicable
Income Limit. In addition, a vacant unit that was occupied by a Modest -Income Tenant shall be
counted as occupied by a Modest -Income Tenant until it is reoccupied other than a temporary
period of not more than thirty-one (31) days, at which time the unit shall be considered to be
occupied by a Modest -Income Tenant only if the individual or family then occupying the unit
satisfies the definition of a Modest -Income Tenant.
5. Reporting Requirements. During the Qualified Project Period:
5.1 Income Certifications in the form attached hereto as Exhibit "C" shall be obtained
from each occupant (i) prior to the time of initial occupancy of such unit by such occupant, and
(ii) no less frequently than once each calendar year thereafter.
5.2 The Owner shall file with the CRA, on or before the thirtieth day after the end of
each calendar quarter (and if such day falls on a weekend or holiday, submission must be made
the first business day after), copies of the Income Certifications specified in Section 5.1 hereof
obtained by the Owner during the previous calendar quarter.
5.3 The Owner shall maintain complete and accurate records pertaining to the incomes
of (as of the date of initial occupancy of each tenant and annually thereafter) and rentals charged
to Low -Income Tenants and Modest -Income Tenants residing in the Residential Units, and shall
permit during normal business hours and upon five business days' notice to the Owner, any duly
authorized representative of the CRA to inspect the books and records of the Owner pertaining to
the incomes of and rentals charged to all tenants residing in the Residential Units. Such inspection
shall occur at the Project or another location in the County where Owner maintains such records.
5.4 The Owner shall prepare and submit to the CRA within thirty (30) days after the
end of first calendar quarter after the beginning of the Qualified Project Period, and on or before
the thirtieth day after the end of each calendar year (and if such day falls on a weekend or holiday,
submission must be made the next business day after) thereafter, rent rolls for the Residential Units
and a Certificate of Continuing Program Compliance in the form attached hereto as Exhibit " I?",
executed by the Owner. If any such report indicates that the vacancy rate at the Residential Units
is 10% or higher, the CRA shall be permitted during noiiiial business hours and upon five business
days' notice to the Owner, to inspect all or some of the vacant Residential Units to determine to
its reasonable satisfaction that such vacant units are ready and available for rental.
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5.5 No later than May 1st of each year during the Qualified Project Period, the Owner
shall submit to the CRA a certification by an independent compliance agency which is selected by
the Owner and reasonably acceptable to the CRA, evidencing compliance or non-compliance with
the provisions of Section 4 of this Agreement during the prior calendar year.
5.6 In the event that the Owner fails to submit to the CRA the items which the Owner
is required to submit under Sections 5.2, 5.4 and 5.5 above on or before the date required, the
Owner shall be liable for the payment to the CRA of a late fee of $100.00 per day until such item
is delivered, which amount shall be payable within ten business days of written notification from
the CRA of the amount of such late fee. The failure of the Owner to timely pay a late fee shall be
an event of default by the Owner under this Agreement.
5.7 If the certificate prepared by the independent compliance agency in accordance
with Section 5.5 evidences that the Owner has failed to comply with the requirements of Section 4,
then in such event the Owner shall pay to the CRA, as a penalty for non-compliance with such
requirements, the sum of (i) $1,000 for the initial unit which is not in compliance, (ii) $2,500 for
a second unit which is not in compliance, and (iii) $5,000 for each additional unit which is not in
compliance, all determined on an annual basis, based upon such certificate. Amounts, if any, due
from the Owner in accordance with this Section 5.7 shall be calculated annually as of each January
1 and paid by the Owner within thirty (30) days of issuance of the certificate in accordance with
Section 5.5. The failure of the Owner to pay the amount due under this Section 5.7 shall be an
event of default by Owner under this Agreement.
6. Indemnification. The Owner hereby covenants and agrees that it shall indemnify
and hold harmless the CRA, the City of Miami, the County and their respective past, present and
future officers, members, governing body members, employees, agents and representatives (any
or all of the foregoing being hereinafter referred to as the "Indemnified Persons") from and
against any and all losses, costs, damages, expenses and liabilities of whatsoever nature or kind
(including but not limited to, reasonable attorneys' fees, litigation and court costs related to trial
and appellate proceedings, amounts paid in settlement and amounts paid to discharge judgments)
directly or indirectly resulting from or arising out of, the design, construction, installation,
operation, use, occupancy, maintenance or ownership of the Project other than for matters arising
from the negligent, illegal or unlawful acts or omissions of the Indemnified Persons, In the event
that any action or proceeding is brought against any Indemnified Persons with respect to which
indemnity may be sought hereunder, the Owner, upon timely written notice from any of the
Indemnified Persons, shall assume the investigation and defense thereof, including the
employment of counsel, reasonably acceptable to such Indemnified Persons, and the payment of
all expenses for such counsel. The Indemnified Persons shall have the right to participate in the
investigation and defense thereof and may employ separate counsel either with the approval and
consent of the Owner at the sole cost of such Indemnified Persons, which consent shall not be
unreasonably withheld, or in the event the Indemnified Persons reasonably determines that a
conflict of interest exists between such Indemnified Persons and the Owner in connection
therewith, in such event the Owner shall pay the reasonable fees and expenses of such separate
counsel retained by Indemnified Persons and may terminate the counsel retained by Owner.
7. Fair Housing Laws. The Owner will comply with all fair applicable housing laws,
rules, regulations or orders applicable to the Project and shall not violate any applicable laws
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related to discrimination on the basis of race, creed, color, sex, age or national origin in the lease,
use or occupancy of the Project or in connection with the employment or application for
employment of persons for the operation and management of the Project. All advertising and
promotional material used in connection with the Project shall contain the phrase "Fair Housing
Opportunity."
8. Tenant Lists. All tenants lists, applications, and waiting lists relating to the
Residential Units ("Tenancy Information") shall at all times be kept separate and identifiable
from any other business of the Owner which is unrelated to the Residential Units, and shall be
maintained, as reasonably required by the CRA from time to time, in a reasonable condition for
proper audit and subject to examination upon reasonable notice during business hours by
representatives of the CRA in accordance with Section 5.3 hereof. Failure to keep the Tenancy
Information or to make them available to the CRA will be a default hereunder. Owner shall not
be required to maintain Tenancy Information for a period longer than five (5) years after collection.
9. Tenant Lease Restrictions. All tenant leases with respect to the Residential Units
shall contain clauses, among others, wherein each individual lessee:
9.1 Certifies the accuracy of the statements made in the Income Certification;
9.2 .. Agrees. that . the .family income, family ...composition ___. and other.._ eligibility
requirements shall be deemed substantial and material obligations of such lessee's tenancy; that
such lessee will comply promptly with all requests for information with respect thereto from the
Owner or the CRA, and that such lessee's failure to provide accurate information in the Income
Certification or refusal to comply with a request for information with respect thereto shall be
deemed a violation of a substantial obligation of such lessee's tenancy; and
9.3 Agrees not to sublease to any person or family who does not execute, and deliver
to the Owner, an Income Certification.
10. Sale, Lease or Transfer of Residential Units.
10.1 The Owner shall not sell or otherwise transfer the Residential Units in whole or in
part without providing written notice of the proposed transfer to the CRA not less than ten (10)
days prior to the date the transfer is to occur. Prior to completion of construction of the Project,
the CRA shall have approval rights of the proposed transferee, which approval shall not be
unreasonably withheld, conditioned or delayed and which approval shall be given if the proposed
transferee has the experience to complete the construction of the Project, provided, however, no
approval of the CRA shall be shall be required with respect to (a) a lender taking title to the
Residential Units subject to the terms of this Agreement following the enforcement of such
lender's remedies, (b) the transfer of such Residential Units by a lender to an affiliate of such
lender subject to the terms of this Agreement or (c) the transfer of such Residential Units by a
lender or its ..affiliate to an unrelated third party purchaser subject to the teritts of this Agreement;
provided, in each case, that the payment and performance bond satisfying the requirement of
Section 5.1.2 of the Block 55 Restrictive Covenant dated as of the date hereof between the Owner
and the CRA (the "Block 55 Restrictive Covenant") has been obtained and remains in full force
and effect or sub -guard insurance policy, satisfying the requirement of Section 5.1.2 of the Block
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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55 Restrictive Covenant which has been approved by the CRA remains in full force and effect.
After completion of construction of the Project the CRA shall not have approval rights with respect
to such transfer and after completion of construction of the Project, Owner may sell or otherwise
transfer the Residential Units in whole, but not in part, except as provided in Section 10.2,
provided the purchaser or transferee shall execute an assumption of all of the duties and obligations
of the Owner under this Agreement arising from and after the date of such transfer. It is hereby
expressly stipulated and agreed that any sale, transfer or other disposition of the Residential Units
in violation of this Section shall be null, void and without effect and shall be ineffective to relieve
the Owner of its obligations under this Agreement. In the event that the purchaser or transferee
shall assume the obligations of the Owner under this Agreement, the Owner shall be released from
its obligations hereunder, other than its obligations under Section 5 hereof arising prior to such
date of assumption.
10.2 Owner has advised the CRA that upon completion of the Project Owner anticipates
submitting the Project to condominium form of ownership or vertically subdivided with separate
portions of the Project being separate condominium units or separate vertically subdivided parcels
(such condominium units or separate vertically subdivided parcels, each a "Parcel"). The CRA
and the Owner agree that two (2) separate Parcels will be allowed to be created out of the
Residential Units provided that at all times they are operated together. Owner will be permitted to
convey the two (2) Parcels separately provided the owners of the two (2) Parcels each execute an
assumption of all of the duties and obligations of Owner under this Agreement" arising from and
after the date of such transfer and such purchasers acknowledge that they shall be jointly and
severally liable for compliance with this Agreement. From and after such conveyance the term
"Owner" shall refer to the owners of both Parcels. In addition, from and after such conveyance
the two (2) Parcels comprising all of the Residential Units in the Project shall be treated together
for compliance with all of the terms of this Agreement, including without limitation, the reporting
requirements and the two (2) owners shall jointly retain a Manager for all of the Residential Units.
It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the
Residential Units in violation of this section shall be null, void and without effect,
10.3 Notwithstanding anything in this Section 10 to the contrary, the restrictions set
forth above on the sale, transfer or other disposition or encumbrance of the Residential Units or
any portion thereof shall not be applicable to any of the following: (i) leases of apartment units as
contemplated by this Agreement; (ii) grants of utility related easements, service or concession
related leases, declarations of condominium, declarations of covenants, reciprocal easement
agreements or any other easements, including, without limitation, coin -operated laundry service
leases and/or television cable easements affecting the Residential Units, providing same are
granted in connection with the development and/or operation of the Residential Units as
contemplated by this Agreement and the Block 55 Restrictive Covenant; (iii) any sale or
conveyance to a condemning governmental authority as a direct result of the condemnation or a
governmental taking or a threat thereof; (iv) any transfer pursuant to or in lieu of a foreclosure or
any exercise of remedies ......(including,...without limitation, foreclosure) under any mortgage
encumbering the Residential Units or under any pledge, collateral assignment or encumbrance of
the membership interests of the Owner as security for any financing of the Residential Units;
provided, that the purchaser acquires the Residential Units, subject to the terms of this Agreement;
(v) any sale, transfer, or assignment of non -managing membership interest or addition of new non -
managing members in the Owner, or any sale, transfer or assignment of direct or indirect
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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membership interests in the Owner to a related entity (including without limitation to direct or
indirect members of Owner); (vi) any pledge, collateral assignment or encumbrance of the direct
or indirect membership interests of the Owner as security for any financing of the Residential
Units, subject to (iv) above; (vii) the placing of a mortgage lien, assignment of leases and rents or
security interests on or pertaining to the Residential Units if made expressly subject and
subordinate to this Agreement; or (viii) any change in allocations or preferred return of capital,
depreciation or losses or any final adjustment in capital accounts (all of which may be freely
transferred or adjusted by Owner pursuant to Owner's operating agreement); (ix) any title
encumbrance existing at the time the CRA conveys the Land to the Owner except for this
Agreement and the Block 55 Restrictive Covenant between the Owner and the CRA or (x) any
transfer after completion in accordance with Section 10.1 or Section 10.2. Any other transfer or
lien granted by the Owner or its transferees shall be and remain subject to the restrictions contained
herein.
11. Covenants to Run with the Land. This Agreement and the covenants, reservations
and restrictions set forth herein shall be deemed covenants running with the land and, during the
term of this Agreement as set forth in Section 12 hereof, shall pass to and be binding upon the
Owner's assigns and successors and all subsequent owners of the Residential Units or any interest
therein; provided, however, that upon the termination of this Agreement in accordance with the
terms hereof said covenants, reservations and restrictions shall expire. Each and every contract,
deed or other "instrument hereafter _executed covering or conveying the Residential Units or any
portion thereof or interest therein shall conclusively be held to have been executed, delivered and
accepted subject to such covenants, reservations and restrictions, regardless of whether such
covenants, reservations and restrictions are set forth in such contract, deed or other instruments,
12. Term. This Agreement shall remain in full force and effect during the Qualified
Project Period.
13. Burden and Benefit. The CRA and the Owner hereby declare their understanding
and intent that the burden of the covenants set forth herein touch and concern the Residential Units
and run with the Residential Units.
14. CRA Goals. The CRA and the Owner hereby further declare their understanding
and intent that the benefit of such covenants set forth herein touch and concern the Residential
Units by enhancing and increasing the enjoyment and use of the Residential Units by Low -Income
Tenants and Modest -Income Tenants, the intended beneficiaries of such covenants, reservations
and restrictions, and by furthering the public purposes contemplated by the Development
Agreement. The Owner hereby expressly acknowledges that this Agreement is necessary to
accomplish the CRA's public purpose and covenants and agrees that in connection with the
construction, ownership and operation of the Residential Units, it shall comply with all terms and
conditions of this Agreement.
15. .... Application of Insurance.. and Condemnation . Proceeds.... If, during the... Qualified
Project Period, the Residential Units are damaged or destroyed or if all or a portion thereof is taken
through eminent domain proceedings, or under threat thereof, proceeds from insurance on the
Residential Units or any condemnation awards pertaining to such eminent domain proceedings
shall be applied solely to the repair, reconstruction or replacement of the Residential Units except
ADSLLP-00074207.20 9
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that any excess proceeds available after the Residential Units has been restored may be utilized by
the Owner for other purposes. Notwithstanding the foregoing, if during the Qualified Project
Period the holder of any mortgage encumbering the Residential Units requires the insurance
proceeds or eminent domain proceeds, as applicable, to be applied to reduce the outstanding
indebtedness and does not make same available to restore the Residential Units, or any portion
thereof, then in such event, Owner shall not be required to restore the Residential Units so long as
no portion of the Residential Units shall be permitted to be occupied and/or used until such time
as all of the Residential Units are fully restored unless otherwise approved in writing by the CRA.
16. Remedies., Enforceability. The benefits of this Agreement shall inure to, and may
be enforced by the CRA and its successors and assigns. If a material violation of any of the
provisions hereof occurs or is attempted, the CRA may institute and prosecute any proceeding at
law or in equity to abate, prevent or enjoin any such violation or attempted violation; and to compel
specific performance hereunder, it being recognized that except set forth in Sections 5.6 and 5.7
the CRA cannot be adequately compensated by monetary damages in the event of the Owner's
default. No delay in enforcing the provisions hereof as to any breach or violation shall impair,
damage or waive the right of any party entitled to enforce the provisions hereof or to obtain relief
against or recover for the continuation or repetition of such breach or violation or any similar
breach or violation hereof at any later time or times.
17. Filing. Upon execution and delivery by the parties hereto, the Owner shall... cause
this Agreement and all amendments and supplements hereto to be recorded and filed in the official
public records of Miami -Dade County, Florida, and in such manner and in such other places as the
CRA may reasonably request, and shall pay all fees and charges incurred in connection therewith.
If the Owner has failed to make any such filing, the CRA may cause such document(s) to be filed.
18. Governing Law. This Agreement shall be governed by the laws of the State of
Florida.
19. Assignment. The Owner shall not assign its interest in the Residential Units, except
by writing and in connection with a transfer of the Residential Units in accordance with the
provisions of Section 10 hereof.
20. Amendments. This Agreement shall not be amended, revised, or terminated except
by a written instrument, executed by the parties hereto (or their successors in title), and duly
recorded in the official public records for Miami -Dade County, Florida.
21. Notice. Any notices required or permitted to be given under this Agreement shall
be in writing and shall be deemed to have been given if delivered by hand, sent by recognized
overnight courier (such as Federal Express), or mailed by certified or registered mail, return receipt
requested, in a postage prepaid envelope, and addressed as follows:
If to the Owner:
Block 55 Owner, LLC
2901 Florida Avenue
Suite 806
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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Coconut Grove, FL 33133
Attention: Michael Swerdlow
With a copy (which shall not constitute notice or service of process) to:
Bercow Radell Fernandez Larkin Tapanes PLLC
Attention: Jeffrey Bercow, Esq.
200 S. Biscayne Boulevard
Suite 850
Miami, FL 33131
With a copy (which shall not constitute notice or service of process) to:
If to CRA:
Alvarez & Diaz-Silveira LLP
Attention: Real Estate Notices
355 Alhambra Circle
Suite 1450
Coral Gables, FL 33134
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
Attention: Cornelius Shiver, Executive Director
819 NW 2nd Avenue, Third Floor
Miami, FL 33136
With a copy to:
William R. Bloom, Esq.
Holland & Knight, LLP
Suite 3300
701 Brickell Avenue
Miami, FL 33131
And with a copy to:
Staff Counsel
Southeast Overtown/Park West
Community Redevelopment Agency
819 NW 2nd Avenue, Third Floor
Miami, EL 33136
Notices personally delivered or sent via overnight courier shall be deemed given on the
date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon
receipt or the date delivery is refused.
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00074207.20 1 1
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22. Severability. If any provision hereof shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining portions hereof shall not in any way be
affected or impaired thereby.
23. Multiple Counterparts. This Agreement may be simultaneously executed in
multiple counterparts, all of which shall constitute one and the same instrument, and each of which
shall be deemed to be an original.
24. No Third Party Beneficiary. The provisions of this Agreement are and will be for
the benefit of Owner and CRA only and are not for the benefit of any third party, and accordingly,
no third party shall have the right to enforce the provisions of this Agreement.
25. Estoppel Certificates. From time to time the CRA will execute and deliver an
estoppel certificate to Owner confirming the status of Owner's compliance with the terms and
conditions of this Agreement within ten (10) business days of written request from Owner. The
estoppel certificate shall state (i) that this Agreement is in full force and effect and has not been
modified, supplemented or amended, or if there has been any modifications that this Agreement is
in full force and effect as modified and identifying the modifications or if this Agreement is not
enforceable, so state; (ii) whether the CRA has issued any written notice(s) of any default(s) by
Owner under this Agreement which remain uncured, and if so, stating the nature of the default(s);
and (iii) whether the CRA knows of any event with the giving of notice or passage of time, or both,
would constitute a default by Owner under this Agreement. Any estoppel certificate required to
be provided pursuant to this Agreement shall be made on behalf of the CRA by the executive
director of the CRA.
26. Entire Agreement. Except for the Block 55 Restrictive Covenant, this Agreement
constitutes the entire agreement and understanding between the parties with respect to the subject
matter hereof, superseding and/or incorporating all prior or contemporaneous oral or written
agreements (including, without limitation, that certain Block 55 Development Agreement by and
between DRA and the CRA, as amended and assigned by DRA to the Owner) and there are no
other agreements, representations or warranties with respect to the subject matter hereof other than
as set forth herein and in the Block 55 Restrictive Covenant.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the CRA and the Owner have executed this Agreement by
duly authorized representatives, all as of the date first set forth above.
Witnesses:
Print Name
Print Name
Approved for Legal Sufficiency
By:
William R. Bloom, Esq.
Holland &.Knight, LLP
Special Counsel
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT
AGENCY,
a public agency and body corporate created
pursuant to section 163.356, Florida Statutes
By:
Cornelius Shiver
Executive Director
Witnesses: BLOCK 55 OWNER, LLC, a Florida limited
liability company
Print Name
Print Name
By: SG Manager, LLC, its manager
By:
Michael Swerdlow
Its Manager
ADSLLP-00074207.20
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3.1.a
STATE OF FLORIDA
)SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of 111 physical presence
or El online notarization, this day of September, 2020, by Cornelius Shiver, Executive
Director of the Southeast OvertownlPark West Community Redevelopment Agency, on behalf of
the Agency. He is personally known to me or has produced as
identification.
(SEAL)
Notary Public — State of
Commission Number:
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00074207.20 14
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STATE OF FLORIDA
)SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ online notarization, this day of September, 2020, by Michael Swerdlow, as Manager
of SG Manager, LLC, a Florida limited liability company, as manager of BLOCK 55 OWNER,
LLC, a Florida limited liability company, on behalf of the limited liability companies. He is
personally known to me or has produced as identification.
(SEAL)
Notary Public — State of
Commission Number:
ADSLLP-00074207.20
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EXHIBIT A
LEGAL DESCRIPTION OF REAL ESTATE
Lots 1 through 20, inclusive, of Block 55, 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; less
and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot 10 taken by
the State of Florida Department of Transportation by Order of Taking recorded in Official Records
Book 5349, at Page 129, of the Public Records of Miami -Dade County, Florida, being more
particularly described as follows:
Begin on the West line of said Lot 10 at a point 14.51 feet South 02 ° 6' 16" East from the Northwest
comer thereof, said point being the beginning of a curve concave Southeasterly having a radius of
14.5 feet, thence from a tangent bearing of North 02°16'16" West run Northwesterly, Northerly
and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North
line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest comer of
said Lot 10, thence South 02°16'16" East 14.51 feet along the West line of said Lot 10 to the Point
of Beginning.
ALSO DESCRIBED AS:
Lots 1 through 20, inclusive, of Block 55 North, Map of Miami, Dade Co. Fla, according to the
plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County,
Florida; less and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot
10 taken by the State Of Florida Department Of Transportation by Order Of Taking recorded in
Official Records Book 5349, Page 129, of the Public Records of Miami -Dade County, Florida,
being more particularly described as follows:
Begin on the West line of said Lot 10 at a point 14.51 feet South 02°16'16" East from the Northwest
corner thereof, said point being the beginning of a curve concave Southeasterly having a radius of
14.5 feet, thence from a tangent bearing of North 02°16'16" West run Northwesterly, Northerly
and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North
line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest comer of
said Lot 10, thence South 02°16'16" East 14.51 feet along the West line of said Lot 10 to the Point
Of Beginning.
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3.1.a
EXHIBIT B
FORM OF CERTIFICATE CONCERNING COMMENCEMENT
AND TERMINATION OF QUALIFIED PROJECT PERIOD
THIS CERTIFICATE is being executed pursuant to the provisions of the Housing
Restrictive Covenant Agreement, dated as of September 2nd, 2020, (the "Agreement), among
Southeast Overtown/Park West Community Redevelopment Agency (the "CRA") and Block 55
Owner, LLC, a Florida limited liability company (the "Owner"), in connection with those certain
Residential Units (as defined in the Agreement) within the project located in Miami -Dade County
located on real property described on Exhibit "A" hereto as such project is more particularly
defined in the Agreement (the "Project").
The period for which the restrictions set forth in the Agreement are applicable to the
Residential Units is referred to as the "Qualified Project Period" and is defined in the Agreement
as follows:
"Qualified Project Period" means a period beginning on the first day on which the last
temporary certificate(s) of occupancy {or its equivalent) have been issued for all
Residential Units within the Project and ending on the date which is thirty (30) years
thereafter.
To evidence the Qualified Project Period with respect to the Residential Units within the
Project, the Owner certifies to the CRA the date on which the last temporary certificate of
occupancy (or its equivalent) for all Residential Units within the Project was obtained on
. Therefore, the Qualified Project Period began on and expires on
(insert date 30 years later).
Prior to the recording of this Certificate in the land records of Miami -Dade County, Florida,
the Owner has supplied the CRA with documentation to establish the facts relating to the
Residential Units set forth in this Certificate, which documentation has been found satisfactory to
the CRA. Nothing in this Certificate is intended to modify the requirement of the Agreement that
all Residential Units within the Project be rented as residential rental property or any other
provision of the Agreement.
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00074207.20 17
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IN WITNESS WHEREOF, the Owner has caused this Certificate to be executed by its
duly authorized representative as of this day of , 20_.
BLOCK 55 OWNER, LLC, a Florida limited
liability company
By: SG Manager, LLC, its manager
By:
Name:
Title:
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00074207.20
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3.1.a
STATE OF FLORIDA
)S S:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ online notarization, this day of September, 20 , by , as
of SG Manager, LLC, a Florida limited liability company, as manager of
BLOCK 55 OWNER, LLC, a Florida limited liability company, on behalf of the limited liability
companies. He is personally known to me or has produced as
identification.
(SEAL)
Notary Public — State of
Commission Number:
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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3.1.a
EXHIBIT A
to
Certificate Concerning Commencement
and Termination of Qualified Project Period
REAL PROPERTY DESCRIPTION
Lots 1 through 20, inclusive, of Block 55, 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; less
and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot 10 taken by
the State of Florida Department of Transportation by Order of Taking recorded in Official Records
Book 5349, at Page 129, of the Public Records of Miami -Dade County, Florida, being more
particularly described as follows:
Begin on the West line of said Lot 10 at a point 14.51 feet South 02' 6' 16" East from the Northwest
corner thereof', said point being the beginning of a curve concave Southeasterly having a radius of
14.5 feet, thence from a tangent bearing of North 02' 16' 16" West run Northwesterly, Northerly
and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North
line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest corner of
said Lot 10, thence South 02° 16' 16" East 14.51 feet along the West line of said Lot 10 to the Point
of Beginning.
ALSO DESCRIBED AS:
Lots 1 through 20, inclusive, of Block 55 North, Map of Miami, Dade Co. Fla, according to the
plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County,
Florida; less and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot
10 taken by the State Of Florida Department Of Transportation by Order Of Taking recorded in
Official Records Book 5349, Page 129, of the Public Records of Miami -Dade County, Florida,
being more particularly described as follows:
Begin on the West line of said Lot 10 at a point 14.51 feet South 02° 16' 16" East from the
Northwest corner thereof, said point being the beginning of a curve concave Southeasterly
having a radius of 14.5 feet, thence from a tangent bearing of North 02° 16' 16" West run
Northwesterly, Northerly and Northeasterly 22.79 feet along said curve through a central angle
of 90°02'57" to the North line of said Lot 10, thence Westerly 14.51 feet along said North line to
the Northwest corner of said Lot 10, thence South 02° 16' 16" East 14.51 feet along the West line
of said Lot 10 to the Point Of Beginning.
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EXHIBIT C
CERTIFICATION OF TENANT ELIGIBILITY
UTILIZE THIS FORM OR TENANT INCOME CERTIFICATION FORM, UTILIZED
BY FLORIDA HOUSING FINANCE CORPORATION
RE:
[
[Address]
Unit #
Apartments
The undersigned hereby (certify) (certifies) that:
1. This Income Certification is being delivered in connection with the undersigned's
application for occupancy of apartment # [ 1 Apartments in Miami -Dade
County, Florida. Capitalized terms not otherwise defined in this Certificate shall have the
meanings ascribed to said terms in the Housing Restrictive Covenant Agreement.
2. List all occupants of the apartment, the relationship (if any) of the various
occupants, their ages, and the total anticipated income, reasonably acceptable to the Southeast
OvertownlPark West Community Redevelopment Agency for each person listed below during the
12-month period commencing with the date occupancy will begin.
Name
(a)
(b)
(c)
(d)
(e)
(f)
Annual
Relationship Awe Income
DEFINITION OF INCOME: Full amount, before payroll deductions, of wages, salaries,
overtime, commissions, fees, tips and bonuses; net income from operation of a business or
profession; interest and dividends and other net income from real or personal property; periodic
payments from social security, annuities, insurance policies, retirement funds, pensions, disability
or death benefits and other similar types of periodic payments; payments in lieu of earnings, such
as unemployment and disability compensation, worker's compensation and severance pay; public
assistance income, where payments include amounts specifically designated for shelter and
utilities; periodic and determinable allowances such as alimony and child support, and regular
contributions or gifts from persons not residing in the dwelling; all regular and special pay and
allowances of members of the Armed Forces (whether or not living in the dwelling) who are the
head of the family or spouse; but excluding: casual, sporadic or irregular gifts; amounts which are
specifically for reimbursement of medical expenses; lump sum additions to family assets, such as
inheritances, insurance payments (including payments under health and accident insurance and
worker's compensation), capital gains and settlement for personal or property losses; amounts of
ADSLLP-00074207.20 21
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3.1.a
educational scholarships paid directly to the student or the educational institution, and amounts
paid by the government to a veteran for use in meeting costs of tuition, fees, books and equipment,
but in either case only to the extent used for such purposes; special pay to a servicemen head of
family who is away from home and exposed to hostile fire; relocation payments under Title II of
the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; foster
child care payments; the value of coupon allotments for the purposes of food pursuant to the Food
Stamp Act of 1964 which is in excess of the amount actually charged for the allotments; payments
received pursuant to participation in ACTION volunteer programs; and income from the
employment of children {including foster children) under the age of eighteen (18) years.
3. If any of the occupants listed in Section 2 has any savings, bonds, or equity in real
property, or other forms of capital investment (but do not include necessary items such as furniture
or automobiles) * enter the following amounts:
* Include the value over and above actual consideration received, except in foreclosure or
bankruptcy, of any asset disposed of for less than fair market value within two (2) years of
the date of this Income Certification.
(a) The total value of all such assets owned by all persons: $
(b) A percentage of the value of such assets based on the current passbook savings rate,
as determined by HUD (applicable passbook savings rate %)
$ ** If assets do not exceed $5,000 and resident is not a Lower
Income Tenant, do not impute assets.
(c)
The amount of income expected to be derived from such assets in the 12 month
period commencing with the occupancy of the unit: $
4. RESIDENT'S STATEMENT: The information on this form is to be used to
determine maximum income for eligibility. I/We have provided, for each person set forth in
Section 2, either (a) an Employer's Verification of current anticipated annual income, if the
potential occupant is currently employed, or (b) if the potential occupant is currently unemployed,
such other evidence of current anticipated income as is consistent with income determinations
under Section 8 of the United States Housing Act of 1937, as amended, (c) copies of the potential
occupants' most recent Federal Income Tax Return, if a return was filed for the most recent year,
or (d) such other information acceptable to Miami -Dade County Public Housing and Community
Development Department to verify such income. I/We certify that the statements above are true
and complete to the best of my/our knowledge and belief on the date hereof and are given under
penalty of perjury.
Name
(a)
(b)
(c)
(d)
{e)
(1)
ADSLLP-00074207.20
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Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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EXHIBIT D
FORM OF CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE
Witnesseth that on this day of , 20 , the undersigned
(the "Owner"), does hereby certify to the Southeast Overtown/Park West Community
Redevelopment Agency (the "CRA") that the Residential Units are in continuing compliance with
the Housing Restrictive Covenant Agreement executed by the Owner and the CRA dated
, 2020, and filed in the official public records of Miami -Dade County, Florida
(including the requirement that all units be and remain rental units available for rent), that an
Income Certification has been submitted for each new tenant of the Residential Units as required
by the Housing Restrictive Covenant Agreement and that the same are true and correct to the best
of the undersigned' s knowledge and belief. To the best of the undersigned's knowledge and belief,
at all time during the previous calendar year the provisions of Section 4 of the Housing Restrictive
Covenant Agreement were complied with. To the best of Owner' s knowledge and belief, no default
has occurred under the Housing Restrictive Covenant Agreement, or, if a default has occurred, the
nature of the default and the steps, if any, Owner has taken or proposes to take to correct such
default are outlined on the Schedule attached hereto. As of the date of this Certificate, the
following number of all of the Residential Units are occupied by Low -Income Tenants:
As of the date of this Certificate, the number of all of the Residential Units are occupied
by Modest -Income Tenants:
Capitalized teiins not otherwise defined herein shall have the meanings ascribed to them
in the Housing Restrictive Covenant Agreement.
ADSLLP-00074207.20 23
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Number of 1-
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Occupied by Low -
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Number of Studio
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Low -Income Tenants
Number of 2-
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Total Number of
Residential Units
Occupied by Low -
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Percentage of 1-
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Occupied by Low -
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Number of 1-
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Occupied by Modest -
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Number of Studio
Units Occupied by
Modest -Income
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Number of 2-
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Occupied by Modest -
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Total Number of
Residential Units
Occupied by
Modest -Income
Tenants
BLOCK 55 OWNER, LLC, a Florida limited
liability company
By: SG Manager, LLC, its manager
By:
Name:
Title:
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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Housing Restrictive Covenant(78123590,2) (003)
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ADSLLP-00074207.20
Housing Restrictive Covenant(78123590.2) (003)
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EXHIBIT B
Form of Block 55 Restrictive Covenant
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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Prepared by:
William R. Bloom, Esq.
Holland & Knight LLP
701 Brickell Avenue, Suite 3300
Miami, FL 33131
BLOCK 55 RESTRICTIVE COVENANT
THIS BLOCK 55 RESTRICTIVE COVENANT (the "Covenant") is made as of this 2nd
day of September, 2020 by and between BLOCK 55 OWNER, LLC, a Florida limited liability
company (the "Developer") and the SOUTHEAST OVERTOWNIPARK WEST
COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created
pursuant to Section 163.356, Florida Statutes (the "CRA").
RECITALS
A. The CRA is the owner of that certain real property located in the City of Miami
more particularly described on Exhibit "A" attached hereto and made a part hereof (the
"Property").
B. Simultaneously with the execution of this Covenant, the CRA is conveying the
Property to Developer subject to the terms and provisions set forth in this Covenant, which shall
constitute a covenant running with the land and that title to the Property shall be subject to the
terms and conditions of this Covenant, as hereinafter set forth.
C. The Developer has requested the CRA provide economic incentives to assist with
the cost of developing the Project, as hereinafter defined, in view of the job creation and business
opportunities that will result from the construction, development and operation of the Project and
the affordable and workforce housing which will be created.
D. In light of the affordable and workforce housing being created, job creation and
business opportunities that will result from the construction, development and operation of the
Project, the CRA is willing to provide certain economic incentives to assist Developer, subject to
the terms and conditions as hereinafter provided.
NOW, THEREFORE, for and in consideration of $10.00 and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Recitals. The Recitals to this Covenant are true and correct and hereby incorporated
by reference and made a part hereof.
2. Definitions. The following terms used in this Covenant shall have the following
meanings:
2.1 "Architect" has the meaning ascribed to said term in Section 3.1.
2.2 "Assignment Notice" shall have the meaning ascribed to such term in
Section 12.2.2.
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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2.3 "Base Year" shall mean the calendar year preceding the calendar year in
which the tax rolls for the County with respect to Property reflect an increase in the assessed value
as a result of the Substantial Completion of the entire Project. For the avoidance of any doubt,
should portions of the Project be completed and be on the tax rolls prior to Substantial Completion
of the entire Project the assessed value of the Project for the Base Year shall be the assessed value
for the land only, excluding the assessed value of any improvements.
2.4 "Bond Obligations" has the meaning ascribed to such term in Section 13.1.
2.5 "CDD" means the community development districted to be created with
respect to the Property.
2.6 "CDD Statement" means the annual financial report of the CDD's financial
statements by an independent auditor submitted by the CDD to the Florida Auditor General in
accordance with Chapter 190, Florida Statutes.
2.7 "Change of Control" means (i) the transfer of more than fifty percent (50%)
of the membership interests in the Developer, in one or a series of transactions, to an unrelated
third party or parties in an arm's length transaction provided however, up to seventy five percent
(75%) of the membership interest in Developer may be transferred in one or a series of transactions
to- institutionalinvestorsand shall not be deemed a Change of Control hereunder provided Michael
Swerdlow directly or indirectly maintains control of all decision making by Developer, except for
Major Decisions; (ii) the transfer of more than fifty percent (50%) of the membership interests in
Member, in one or a series of transactions, to an unrelated third party or parties in an ands length
transaction provided however, up to seventy five percent (75%) of the membership interest in
Member may be transferred in one or a series of transactions to institutional investors and shall
not be deemed a Change of Control hereunder provided Michael Swerdlow directly or indirectly
maintains control of all decision making by Member, except for Major Decisions; (iii) the transfer
of more than fifty percent (50%) of the membership interests in Holdings, in one or a series of
transactions, to an unrelated third party or parties in an arm's length transaction provided however,
up to seventy five percent (75%) of the membership interest in Holdings may be transferred in one
or a series of transactions to institutional investors and shall not be deemed a Change of Control
hereunder provided Michael Swerdlow directly or indirectly maintains control of all decision
making by Holdings, except for Major Decisions; (iv) the sale of any membership interest in
Developer which results in Michael Swerdlow, directly or indirectly, not having control of all
decision making by Developer, except for Major Decisions; (v) the sale of any membership interest
in Member which results in Michael Swerdlow, directly or indirectly, not having control of all
decision making by Member, except for Major Decisions; or (vi) the sale of any membership
interest in Holdings which results in Michael Swerdlow, directly or indirectly, not having control
of all decision making by Holdings, except for Major Decisions. For the avoidance of doubt, no
transfer of membership interests in Developer, Member or Holdings that occurs by inheritance,
device, bequest, transfer or operation of law upon the death or long-term incapacity of such
member, or transfer by a member of its membership interest to a trust for family estate planning
purposes shall be deemed a transfer of a membership interest. Further the pledge, collateral
assignment or encumbrance of membership interests in Developer, Member and/or Holdings as
security of a loan shall not be deemed a transfer of membership interests or Change of Control.
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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The ownership interests in Developer, Member and Holdings as of the date of this Covenant is
reflected on Exhibit "B" attached hereto.
2.8 "Children's Trust" means that certain independent special district
authorized pursuant to Section 1.01.A.11 of the County Home Rule Charter and Section 125.901,
Fla. Statutes, for the purpose of providing funding for children's services throughout the County.
2.9 "City" means the City of Miami, a municipal corporation of the State of
Florida.
2.10 "City Approval" means the approval by the City Commission of the City
of the CRA Budget for the applicable year, which CRA Budget includes the applicable Incentive
Payment.
2.11 "City Targeted Areas" has the meaning ascribed to such term in Section
7.2.1(i)(c).
2.12 "Commencement of Construction Deadline" shall have the meaning
ascribed to said term in Section 4.1.
4.1.
in Section 7.9.
7.2.1, (i)
in Section 8.
Section 5.1.1.
213 "Completion" shall have the meaning _ascribed to said term in Section 4.1.
2.14 "Completion Date" shall have the meaning ascribed to said term in Section
2.15 "Compliance Monitoring Contract" has the meaning ascribed to such term
2.16 "Contractor(s)" shall have the meaning ascribed to said term in Section
2.17 "Construction Conditions Precedent" has the meaning ascribed to such term
2.18 "Construction Contract" shall have the meaning ascribed to said teen in
2.19 "Construction Wage Notice" has the meaning ascribed to such term in
Section 7.3(iii).
2.20 "Construction Wage Rate Penalty" has the meaning ascribed to such term
in Section 7.6.
2.21 "County" means Miami -Dade County, a political subdivision of he State
of Florida.
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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2.22 "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.
2.23 "County Code" means the Miami -Dade County Code, as same may be
amended from time to time.
2.24 "County Targeted Areas" has the meaning ascribed to such term in
Section 7.2.1(i)(e).
2.25 "CRA" shall have the meaning ascribed to the teen in the Recitals.
2.26 CRA Budget 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.
2.27 "CRA Board" means the Board of Commissioners of the CRA.
2.28 "CRA Budget" means the annual budget for the operation of the CRA
approved by the CRA Board, subject to City Approval and County Approval.
Section 3.1.
2.29 "CRA Space" shall have the meaning ascribed to said term in Section 23.
2.30 "Design Documents" shall have the meaning ascribed to said term in
2.31 "Developer" shall have the meaning ascribed to such tern in the Recitals.
2.32
by all parties hereto.
Section 14.7.
"Effective Date" means the date of execution and delivery of this Covenant
2.33 "Enforcement Action" shall have the meaning ascribed to such term in
2.34 "Erroneous Hourly Wage Payment" has the meaning as ascribed to such
term in Section 7.6.
2.35 "Erroneous Responsible Wage Payment" shall have the meaning ascribed
to such term in Section 7.7.
2.36 "Executive Director" has the meaning ascribed to said tern in Section 3.3.
2.37 "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.
2.38 "General Contractor" means the general contractor engaged by the
Developer to construct the Project.
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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2.39 "Global Agreement" means that certain Interlocal Agreement between the
City, the County, the CRA and the Omni Community Redevelopment Agency dated as of
December 31, 2007, as amended from time to time.
2.40 "Grant Obligations" shall have the meaning ascribed to such term in
Section 13.1.
2.41 "Gross Sales Price" means the gross sales price paid and value of all other
consideration received by the Developer or its members, as applicable.
2.42 "Holdings" means Block 55 Holdings, LLC, a Florida limited liability
company.
2.43 "Incentive Payment" shall have the meaning ascribed to such term in
Section 12.2.1
2.44 "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 the Project,
excluding the land and the Residential Units, after Substantial Completion of the entire Project
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 adjustments to the assessed
value of the Project made by the City and/or County as a result of challenges or tax contests with
respect to the assessed value of the Project, and (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.
2.45 "Job Fair" shall have the meaning ascribed to said teen in Section 24.
2.46 "Laborer Non -Compliance Funds" has the meaning ascribed to said term in
Section 7.5.3(a).
2.47 "Living Wage Notice" has the meaning ascribed to said term in Section
7.3(i).
2.48 "Laborer Participation Requirement" has the meaning ascribed to said term
in Section 7.2.1(i).
2.49 "Local Labor Workforce" has the meaning ascribed to said term in
Section 7.2.1(i).
2.50 "Major Decisions" shall mean decisions to be made by the Developer which
require the approval of the holders of more than fifty percent (50%) of the membership interests
in Developer (or the holders of more than fifty percent (50%) of the membership interests in
Holdings if Holdings controls, directly or indirectly, Developer), including, but not limited to,
approving the terms of the construction loan and/or permanent financing for Project; the decision
to sell an interest in the Project; the terms of major leases at the Project; actions or decisions not
in accordance with an approved budget or an approved business plan; and similar major decisions
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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customarily included in limited liability company operating agreements for projects of a similar
nature where the members are institutional investors.
2.51 "Member" means Block 55 Member, LLC, a Florida limited liability
company.
2.52 "Minimum Hourly Construction Wage Rate" shall have the meaning
ascribed to such term in Section 7.3{i).
2.53 "Monetary Award" shall have the meaning ascribed to such term in
Section 7.6.
2.54 "Notices" shall have the meaning ascribed to such term in Section 10.
2.55 "Office Component" shall have the meaning ascribed to said term in
Section 3.1.
2.56 "Office Space" shall have the meaning ascribed to said term in Section 22.
2.57 "Overtown" has the meaning ascribed to such term in Section 7.2.1(i)(b).
2.58 "Parking Garage" has the meaning ascribed to said term in Section 3.1
2.59 "Participation Requirements" shall have the meaning ascribed to said term
2.60 "Participation Reports" shall have the meaning ascribed to such term in
2.61 "Payment and Perfoiiflance Bond" shall have the meaning ascribed to said
term in Section 5.1.2.
2.62 "Plans" shall have the meaning ascribed to such term in Section 3.2.
in Section 7.2.
Section 7.5.1.
2.63 "Principal Place of Business" means the location of the primary office or
central office of a Contractor. If the Contractor has only one business location, such business
location shall be its Principal Place of Business. Confirmation of the Subcontractor's Principal
Place of Business may be evidenced by a valid business tax receipt issued by Miami -Dade County.
2.64 "Project" shall have the meaning ascribed to such term in Section 3.1.
2.65 "Property" has the meaning ascribed to such term in the Recitals.
2.66 "Redevelopment.... Area'.'... has ...the ....meaning .... ascribed ....to...such ....term in
Section 7.1(b).
2.67 "Resident" shall mean a natural person that has established a legal residence
within an applicable area not less than six {6) months prior to said individuals receipt of such
identification issued by the General Contractor for the Project necessary to access the Property
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during the erection of the Project. 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.
3:1.
Section 7.4(i).
2.68 "Residential Units" shall have the meaning ascribed to said term in Section
2.69 "Responsible Wage" has the meaning ascribed to such term in
2.70 "Responsible Wage Notice" shall have the meaning ascribed to such term
in Section 7.4(iii).
in Section 7.7.
Section 5.
6.1.
2.71 "Responsible Wage Penalty" shall have the meaning ascribed to such term
2.72 "Restricted Rental Units" shall have the meaning ascribed to such term in
2.73 "Retail Space" shall have the meaning ascribed to said term in Section 3.1.
2.74 "Sawyer's Walk" shall have the meaning ascribed to said term in Section
2.75 "Schedule" shall have the meaning ascribed to such term in Section 7.4(i).
2.76 "Skilled Construction Workforce" has the meaning ascribed to said term in
Section 7.2.2(i).
2.77 "Skilled Laborer Non -Compliance Funds" has the meaning ascribed to such
term in Section 7.5.4(a).
2.78 "Skilled Laborer Participation Requirement" has the meaning ascribed to
said term in Section 7.2.2(i).
2.79 "Subcontractor" means a contractor engaged by the General Contractor or
by any other contractor to provide labor material or services in connection with the construction
of the Project. For the avoidance of any doubt, the term Subcontractor includes sub -Subcontractors
at all levels who contract to provide labor material or services in connection with the construction
of the Project.
2.80 "Subcontractor Participation Requirement" has the meaning ascribed to said
term in Section 7.2.3(i).
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2.81 "Subcontractor Non -Compliance Funds" has the meaning ascribed to said
term in Section 7.5.2(a).
2.82 "Substantially Completed" or "Substantial Completion," or words of like
import, means that a temporary or permanent certificate of occupancy, or its equivalent, has been
issued by the City for all of the residential units comprising the Project and a certificate of
completion, or its equivalent, for the commercial space and any office space included in the
Project. For the avoidance of doubt, substantial completion does not include Tenant Improvements
for the commercial space or the office space.
Areas.
2.83 "Target Area" means the City Targeted Areas and the County Targeted
2.84 "Tax Assessor" means the Miami -Dade County Property Appraiser.
2.85 "Tenant Improvements" means the build -out of the tenant improvements
with respect to commercial space and office space on behalf of a tenant for any commercial or
office portion of the Project.
2.86 "Unavoidable Delay" shall have the meaning ascribed to said term in
Section 4.1.
2.87 "Vertical Construction" shall have the meaning ascribed to said term in
Section 4.1.
2.88 "Term" shall mean the period commencing on the Effective Date of this
Covenant and terminating upon the expiration of the life of the CRA which currently is set to
expire on March 31, 2030, as same may be extended with the approval of the CRA Board, the City
Commission of the City and the Board of County Commissioners of the County in accordance
with all applicable laws to March 31, 2042 pursuant to the Extension Interlocal Agreement.
2.89 "TIF Agreement" has the meaning ascribed to said term in Section 13.3.
3. Project.
3.1 Description of the Project. The project (the "Project") shall be a mixed use
development to be located on the Property consisting of (i) not less than five hundred seventy-eight
(578) residential units, which may be located in one or two subdivided tax parcels (collectively,
the "Residential Units", and each such tax parcel, a "Residential Component"), (ii) not less than
250,000 rentable square feet of retail/restaurant/entertainment uses, of which not less than 30,000
rentable square feet shall consist of street level retail use along NW 2nd Avenue and NW 6th Street,
(collectively, the "Retail Space") and a portion of which may consist of office space (the "Office
Component").;. (in) a minimum 925 parking spaces, but In any event not less than the. number .of
parking spaces required under applicable law (the "Parking Garage" and together with each
Residential Component, the Retail Space and the Office Component, each a "Component"); and
(iv) the development of Sawyer's Walk, as hereinafter defined, all as more particularly shown on
the design development documents prepared by Arquitectonica International Corporation, Inc. (the
"Architect") identified on Exhibit "C" (the "Design Documents").
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3.2 Plans and Specifications. The Developer shall cause the Architect to
prepare plans and specifications for the construction of the Project which shall be of sufficient
detail to allow Developer to apply for a building permit, which plans and specifications shall be
substantially consistent with the Design Documents (the "Plans").
3.3 Development Developer covenants and agrees to develop the Project
substantially in accordance with the Plans, subject to any modifications required by the City of
Miami in connection with the issuance of the building permit for the Project. Developer shall
submit any material variation to the Plans to the Executive Director for approval, which approval
shall not be unreasonably withheld, conditioned or delayed and which approval shall be given if
the variations to the Plans are in accordance with the spirit and intent of the Design Documents, in
all material respects. The executive director of the CRA (the "Executive Director") may only
disapprove any proposed material variations to the Plans if such proposed variations are not in
accordance with the spirit and intent of the Design Documents in all material respects. The
Developer shall provide to the Executive Director such additional back up information as the
Executive Director may reasonably request to enable the Executive Director analyze the Plans.
The Executive Director shall have ten (10) days from the receipt of the request for approval of any
material variation to the plans to approve or disapprove same. If the Executive Director fails to
respond in such ten (10) day period, the material variations to the Plans shall be deemed approved.
In the event of disapproval, the Executive Director shall specify the reason for disapproval in
writing and in reasonable detail. In the event of disapproval, the Developer shall modify the Plans,
as appropriate, to address the comments and concerns of the Executive Director to cause the Plans
to be in accordance with the spirit and intent of the Design Documents, in all material respects.
Any resubmission shall be subject to the approval of the Executive Director in accordance with
the procedure outlined above for the original submission until same is approved or deemed
approved by the Executive Director. In the event of any disapproval, the Executive Director and
Developer shall in good faith, attempt to resolve any disputes regarding the proposed variations.
If the Executive Director has rejected the Plans two (2) times the Developer may elect to submit
such dispute to the CRA Board, for resolution, which resolution shall be binding on the parties.
3.4 DEVELOPMENT IN ACCORDANCE WITH PLANS. Developer
covenants and agrees to develop the Project substantially in accordance with the Plans.
3.5 Certificate Evidencing Compliance. Upon Developer obtaining a building
permit for the Project based upon the Plans complying with Section 3.2, as same may be modified
as permitted pursuant to Section 3.3, at the request of the Developer, the Executive Director shall
execute a certificate in recordable form confirming that the Plans comply with the requirements of
this Covenant.
4, DEVELOPMENT TIMEFRAME
4.1 Commencement and Completion of the Project. The Developer must
commence "Vertical Construction" (defined as physical structures, inclusive of the excavation
work for installing the foundation system, actually being constructed on the Project pursuant to
the building permit) on or before September 2, 2021 (the "Commencement of Construction
Deadline"), time being of the essence. The Developer shall complete the Project, including
Sawyer's Walk, as hereinafter defined, substantially in accordance with the Plans as evidenced by
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temporary or permanent certificates of occupancy for all of the Residential Units included in the
Plans and temporary certificates of completion (or their equivalent) (with cold and dark shells for
their interiors) for all other components of the improvements comprising the Project as reflected
on the Plans ("Completion") on or before thirty (30) months from the Commencement of
Construction (the "Completion Date"). The Commencement of Construction Deadline and the
Completion Date shall automatically be extended one day for each day of Unavoidable Delays.
The term "Unavoidable Delay" means actual delays to the commencement of Vertical
Construction and actual delays in completion of the Project due to area wide strikes, acts of God,
public health emergencies, pandemics, epidemics, floods, hurricanes, casualties, fire, acts of the
public enemy and governmental moratoria. The term Unavoidable Delay shall not include any
delays caused by any other source, including, but not limited to, any governmental entity acting in
its proprietary or regulatory capacity {other than an exercise of the right of eminent domain or
quarantine) or delay caused by lack of funds. To the extent that the Developer believes an
Unavoidable Delay has occurred, the Developer shall provide written notice to the Executive
Director within ten (10) days after the date the Developer first becomes aware of such claimed
Unavoidable Delay and the anticipated duration, if known. Developer shall also advise Executive
Director, in writing, when Developer claims the claimed Unavoidable Delay has ended. If
Developer and the Executive Director disagree as to whether an Unavoidable Delay has occurred
and/or the length of any Unavoidable Delay and the parties are not able to agree with thirty (30)
days of the first occurrence of such dispute either party may submit the dispute to CRA Board, for
resolution, which resolution shall be binding on the parties.
4.2 Extension of Vertical Construction Deadline. Developer shall have the
right to extend the Commencement of Construction Deadline, as extended for Unavoidable Delay,
for up to twelve (12) months by paying to the CRA Twenty Thousand and No/100 Dollars
($20,000.00) per month for each monthly extension on or before the then Commencement of
Construction Deadline, as same may be extended as a result of Unavoidable Delay. For the
avoidance of doubt, the Developer shall not have any obligation to pay the CRA for any extension
of the Commencement of Construction Deadline caused by Unavoidable Delay. The CRA agrees
that a lender providing financing for the Project may exercise the Developer's right to extend
pursuant to this Section 4.2 subject to the terms hereof by giving written notice thereof to the
Developer and the CRA and paying the applicable monthly extension fee(s).
4.3 Extension of Completion Date. Developer shall have the right to extend the
Completion Date, as same may be extended as result of Unavoidable Delay, for twelve (12) periods
of thirty (30) days each by paying to the CRA Twenty Thousand and No/100 Dollars ($20,000.00)
for each such thirty (30) day extension on before the then Completion Date as same may have been
extended as a result of Unavoidable Delay. For the avoidance of doubt, the Developer shall have
no obligation to pay the CRA for any extension of the Completion Date caused by Unavoidable
Delay. The CRA agrees that a lender providing financing for the Project may exercise the
Developer's right to extend pursuant to this Section 4.3 subject to the terms hereof by giving
written notice thereof to the Developer and the CRA .and paying the applicable .monthly .extension
fee(s).
4.4 Failure to Comply with Commencement of Construction Deadline. If the
Developer fails to commence Vertical Construction of the Project on or prior to the
Commencement of Construction Deadline, as automatically extended one day for each day of
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Unavoidable Delay and as same may be extended in accordance with Section 4,2, the Developer
shall pay the CRA, as liquidated damages, Five Thousand and No/100 Dollars ($5,000.00) per day
for each day after Commencement of Construction Deadline, as same may be extended, until
commencement of Vertical Construction. Such amount shall be due and payable to the CRA
within thirty (30) days after Developer has achieved Vertical Construction.
4.5 Failure to Complete the Project. If the Developer has not achieved
Completion on or prior to the Completion Date, as automatically extended one day for each day
of Unavoidable Delay, and as same may be extended in accordance with Section 4.3, the Developer
shall pay to the CRA, as liquidated damages, Five Thousand and No/100 Dollars ($5,000.00) per
day for each day from Completion Date, as same may be extended, until Completion.
4.6 Certificate Evidencing Completion. Upon Developer achieving
Completion and complying with all the requirements of Section 3.3, the Executive Director shall
execute and deliver to the Developer a certificate in recordable form confirming that Developer
has complied with the Commencement of Construction Deadline and completed the Project in
accordance with the requirements of Section 4.1 on or before the Completion Date, as same may
be extended as a result of Unavoidable Delay and as same may be extended pursuant to the term
of Section 4.4.
5. REQUIREMENTS PRIOR TO VERTICAL CONSTRUCTION.
5.1 Prior to Commencement of Vertical Construction, the Developer shall
comply with the following:
5.1.1 Construction Contract. Enter into the construction contract for the
Project (the "Construction Contract") with the General Contractor, which Construction Contract
shall include the obligation of the General Contractor to comply with the requirements set forth in
Sections 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.8, and 7.10 of this Covenant and achieve Completion
within thirty (30) months from Commencement of Vertical Construction, as extended one day for
each day of Unavoidable Delay,
5.1.2 Payment and Performance Bond. Cause to be obtained payment and
performance bonds in the form of AIA Document 312 (2010 Edition) in an amount equal to one
hundred percent (100%) of the amount of the Construction Contract for construction of the Project,
which shall be issued by a surety having a credit rating of "A" or higher with a financial size
category rating of VII or higher in the latest edition of Best's Insurance Guide, published by A.M.
Best Company, Oldwick, New Jersey (the "Payment and Performance Bond"). In lieu of
providing Payment and Performance Bond, Developer shall have the option of providing a sub -
guard insurance policy provided the General Contractor is Coastal Construction Group of South
Florida Inc, or another general contractor of substantially equivalent reputation and net worth, and
the Executive Director approves the amount of the sub -guard policy, the deductibles under the sub -
guard policy the forth of the sub -guard policy, and the company providing the policy in the sole
and reasonable discretion of the Executive Director.
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6. SAWYER' S WALK
6.1 As part of the Project, Developer, at its sole cost and expense, subject to
obtaining all necessary permits and approvals from the City of Miami, shall develop the right of
way adjacent to the North side of the Property in the location of NW 7th Street between NW 2nd
Avenue and NW 3rd Avenue, in accordance with the Plans (the "Sawyer's Walk"). Developer
acknowledges that the Sawyer's Walk is a public pedestrian walkway. The CRA agrees to not
object to the Developer's efforts to obtain any and all City design approvals and permits related to
the proposed improvements to Sawyer's Walk and not to object to the Developer's efforts to
maintain business kiosks and seating for patrons of the Project within Sawyer's Walk provided
that such uses do not impair the use of Sawyer's Walk for CRA, City and County events.
6.2 Upon Completion of the Project, including, Sawyer's Walk, the Developer,
at its sole cost and expense, shall be obligated to maintain Sawyer's Walk in good condition and
repair, substantially in its condition as of Completion, notwithstanding the fact that Sawyer's Walk
is a public pedestrian walk way, for a period of thirty (30) years from Completion. In the event
Developer seeks to enter a public benefit agreement with the City pursuant to Article 3, Section
3.14.2, of Miami 21, wherein the City (1) accepts the capital contribution of improvements to
Sawyer's Walk as a contribution in lieu of park impact fees, and (2) accepts the maintenance as a
Public Parks and Open Space public space benefit for bonus height and/or FLR, the CRA shall not
object to such agreement(s) and the Developer's efforts related thereto.
6.3 Developer acknowledges that the CRA does not own Sawyer's Walk and
that the CRA has no right to grant Developer and its successor and assigns any right to utilize
Sawyer's Walk in connection with the operation of the Project.
7. MINORITY AND WOMEN'S PARTICIPATION AND EQUAL
EMPLOYMENT OPPORTUNITY.
7.1 Minority And Women's Participation And Equal Employment Opportunity.
In connection with construction of the Project, the Developer agrees that it and its general
contractor will:
a. Take good faith commercially reasonable action in the recruitment,
advertising and to attract and retain minority and female contractors
and subcontractors;
b. Provide a reasonable opportunity in the recruitment, advertising and
hiring of professionals, contractors and subcontractors residing
within the Southeast Overtown/Park West Community
Redevelopment Area (the "Redevelopment Area") and within the
City of Miami;
c. Take reasonable definitive action in retaining employees regardless
of race, color, place of birth, religion, national origin, sex, age,
marital status, veterans and disability status;
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d. Maintain equitable principles in the recruitment, advertising, hiring,
upgrading, transfer, layoff, termination, compensation and all other
terms, conditions and privileges of employment;
e. Monitor and review all personnel practices to guarantee that equal
opportunities are being provided to all employees regardless of race,
color, place of birth, religion, national origin, sex, age, marital
status, veterans and disability status;
f. Post in conspicuous places, availability to employees and applicants
for employment, notices in a form to be provided to the Executive
Director, setting forth the non-discrimination clauses of this Section
6.
g.
In all solicitations and advertisements for employment placed by or
on behalf of Developer, state that all applicants will receive
consideration for employment without regard to race, creed, color
or national origin.
7.2 Participation Requirements. The Developer agrees to comply with the
following subcontractor participation requirements and -laborerparticipation-. requirements (the
"Participation Requirements") with respect to the construction of the Project:
7.2.1 Local Labor Workforce Participation.
(i) Developer shall require the General Contractor and all
Subcontractors (collectively, the "Contractors") performing work in connection with the Project
to employ local unskilled laborers who reside within the County (the "Local Labor Workforce").
This requirement shall be deemed satisfied if Contractors, in aggregate, hire thirty percent (30%)
of the Local Labor Workforce (measured in terms of the total number of man hours worked by
new and existing unskilled laborers who are Residents of the County and the total man hours
worked by new and existing unskilled laborers) ("Laborer Participation Requirement") with
the following hiring priorities:
(a) first, to City Residents living within the boundaries
of the Redevelopment Area as more particularly shown on the sketch attached as Exhibit "D";
(b) second, to City Residents living within the
boundaries of the Overtown community, as shown on the sketch attached as Exhibit "E"
("Overtown"), which community encompasses part of zip code 33136, excluding the
Redevelopment Area;
(c) third, to City ...Residents ...living ... within.... zip.. codes.
33127, 33128, 33130, 33136, 33142, 33125, 33135, 33150 and the West Coconut Grove, excluding
the Redevelopment Area and Overtown (the "City Targeted Areas");
(d) fourth, to City Residents residing outside of the
Redevelopment Area, Overtown and the City Targeted Areas;
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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(e) fifth, to County Residents residing outside of the City
in zip codes 33010, 33030, 33034, 33054, and 33161 (the "County Targeted Areas"); and
(f) Sixth, to County Residents residing outside of the
City and the County Targeted Zip Codes.
(ii) The Laborer Participation Requirement 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, neither
Contractors nor their agents will solicit information from potential laborers regarding their
criminal record at time of initial application and any evidence of past criminal acts committed by
a such laborer of which a Contractor or its agent becomes apprised shall not automatically
disqualify such laborer from Project related employment, but shall be evaluated on a case by case
basis in accordance with the standards set forth in Exhibit "F". Any aforementioned hiring
requirements shall not relieve the Developer from its obligation to satisfy the Laborer Participation
Requirement with respect to the Project.
(iii) The Developer shall require Contractors to maximize the
Local Labor Workforce performed by Residents of the County in keeping with the hiring priorities
outlined above.
7.2.2 Skilled Construction Workforce Participation.
(i) Developer shall require all Contractors performing work in
connection with the Project to employ local skilled laborers who reside within the County (the
"Skilled Construction Workforce") of not less than ten percent (10%) of the skilled labor utilized
by Contractors (measured on terms of total number of skilled man hours worked by new and
existing skilled laborers who are Residents of the County and the total number of skilled man hours
worked by new and existing skilled laborers (the "Skilled Laborer Participation Requirement")
with the following hiring priorities:
(a) first, to City Residents living within the boundaries
of the Redevelopment Area;
(b) second, to City Residents living within the
boundaries of Overtown, excluding the Redevelopment Area;
(c) third, to City Residents living in the City Targeted
Areas, excluding the Redevelopment Area and Overtown;
(d) fourth, to be City Residents residing outside of the
Redevelopment Area Overtown and the City Targeted Areas;
(e)
Areas residing outside the City; and
(l}
and the County Targeted Areas.
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sixth, to County Residents residing outside the City
14
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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3.1.a
c
(ii) The Skilled Laborer Participation Requirement 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, neither
the Contractors nor their agents will solicit information from potential skilled laborers regarding E
their criminal record at the time of initial application and any evidence of past criminal acts
committed by such skilled laborer of which such Contractor or its agent becomes apprised shall
not automatically disqualify such skilled laborer from Project -related employment, but shall be
considered on a case -by -case basis in accordance with the standards set forth in Exhibit "E". Any Q
aforementioned hiring requirements shall not relieve Developer from its obligation to comply with o
the Skilled Laborer Participation Requirement with respect to the Project.
(iii) The Developer shall require Contractors to maximize the
Skilled Labor Workforce performed by Residents of the County in keeping with the hiring
priorities outlined above.
E
7.2.3 Construction Subcontractor Participation. 0
E
(i) Developer shall require the General Contractor to have
not less than twenty percent (20%) of the Subcontractors for the Project (the "Subcontractor
Participation Requirement") (which 20% shall be calculated based upon the dollar amount paid w
to Subcontractors_ whose principal place of business is located withintheCounty and the total s
dollar amount paid to all Subcontractors for construction of the Project),to have their principal
place of business in the County, in accordance with the following geographic hiring priorities: c
(a) first, to Subcontractors, having their principal
place of business located within the Redevelopment Area;
ap
.c
(b) second, to Subcontractors, having their principal a,
place of business located within the boundaries of Overtown, but outside the Redevelopment Area; a,
(c) third, to Subcontractors, having their principal
place of business located within the City Targeted Zip Codes, but outside the Redevelopment Area
and Overtown; c
(d) fourth, to Subcontractors, having their principal
place of business located within the City but outside of the Redevelopment Area, Overtown and
the City Targeted Zip Codes;
{e) fifth, to Subcontractors, having their principal
place of business is located in the County Targeted Areas, but outside the City; and
(f) sixth, to Subcontractors, having their principal
placeof. businesslocatedin the..C.ounty.but outside .the .City ..and .. the. County .Targeted .Areas.
(ii) The Developer shall 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, that nothing contained
herein shall require such General Contractor to hire a Subcontractor from within the County that
Attachment: File #8191 Exhibit A (8191
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3.1.a
does not possess the necessary skills and qualifications required by such General Contractor for
the scope of employment. The fact that some potential Subcontractors are not retained because
they do not possess the necessary skills and qualifications required by the General Contractor shall
not relieve the Developer from its obligation to comply with the Subcontractor Participation
Requirement with respect to the Project.
7.3 Minimum Hourly Construction Wage Rate.
(i) Until Completion of construction of the Project,
Contractors shall pay a minimum hourly wage rate required by Section 2-8.9 of the Miami -Dade
County Code for employees working on the construction of the Project, as such rates may be
revised by the County annually (the "Minimum Hourly Construction Wage Rate"), which
Minimum Hourly Construction Wage Rate shall be increased annually to an amount equal to the
amount set forth in the living wage notice published by the County (the " Living Wage Notice"),
which increase shall be as effective as of the due set forth in the Living Wage Notice. Developer
acknowledges that based upon the Living Wage Notice published by the County, effective from
October 1, 2019 to September 30, 2020, the Minimum Hourly Construction Wage Rate applicable
to the Project as of the Effective Date would be $13.83 per hour with qualified health benefits
valued at least $2.00 per hour, otherwise $15.83 per hour, which rates shall be adjusted annually.
The actual Minimum Hourly Construction Wage Rate shall be set forth in the Living Wage
Notice(s) published by the County, from time to time, during the period of constructionof- the
Proj ect.
(ii) All Contractors shall include the same Minimum Hourly
Construction Wage Rate in all contracts and in all subcontracts entered into by such Contractors,
which contracts and subcontracts shall require such Contractors to stipulate and agree that they
will pay the Minimum Hourly Construction Wage Rate, subject to adjustment, as set forth in
Section 7.3(i),
(iii) The General Contractor shall be required to post a notice
of the Minimum Hourly Construction Wage Rate at prominent locations throughout the Property
(the "Construction Wage Notice"). The Construction Wage Notice shall, at minimum, advise
workers at the Project of the Minimum Hourly Construction Wage Rate required to be paid by all
Contractors, the person to contact to initiate a grievance, and the penalties for non-compliance.
The foinl of Construction Wage Notice shall be subject to the approval of the Executive Director
prior to the commencement of construction of the Project, which approval shall not be
unreasonably withheld, conditioned or delayed. The General Contractor shall be responsible for
posting updated Construction Wage Notices at prominent locations throughout the Property
reflecting the New Minimum Hourly Construction Wage Rate within ten (10) days of the issuance
of a revised Living Wage Notice by the County through Completion of the Project. Copies of each
updated Construction Wage Notice shall be provided to the Executive Director not more than ten
(10) days after the issuance of the revised Living Wage Notice by the County reflecting the new
Minimum Hourly Construction Wage Rate.
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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3.1.a
7.4 Responsible Wage Rates for Electrical Workers and Plumbers.
(i) Developer shall require all Contractors performing work in
connection with the construction of the Project to pay the minimum hourly wage rates and benefits
required by Section 2-11.16 of the County Code as such rates and benefits may be revised by the
County annually (the "Responsible Wage"), in compliance with the County's Responsible Wages
and Benefits Supplemental General Conditions Wages and Benefits Schedule, Construction Type:
Building (the "Schedule"), as the same may be revised by the County annually, which shall be
required to be paid for the Project for the labor classification set for the below. The Schedule shall
apply for each of the following labor classifications set forth below:
(a) Electrical Workers: Journeyman Wireinen;
Journeyman Cable Splicer; Journeyman Welder; Electrical Foreman; and General Electrical
Foreman.
(b) Plumbers: Journeyman Plumber; Plumbing
Foreman; and Plumbing General Foreman.
(ii) Contractors performing work in connection with the Project may
employ the services of Apprentices in each of the above -listed labor classifications without regard
tocompliance_ with the staffing and other requirements set -.forth -inn- Section 2-11 16 of the County
Code and/or the Schedule. The Responsible Wage paid to such Apprentices shall comply with the
rates and benefits published in the Schedule for the applicable category. Contractors shall include
the same obligation to pay the Responsible Wages in all contracts and in all subcontracts for
services entered into by such Contractors requiring workers within such classifications for the
performance of the scope of work. Developer, either directly or through its General Contractor,
shall further require all Contractors to stipulate and agree in each contract for services that they
will pay the Responsible Wage and that they will only employ Electrical Workers and Plumbers
in the trade/work level classifications set forth in the Schedule.
(iii) The General Contractor shall be required to post a notice at
prominent locations throughout the Property of the Responsible Wage Rate for such workers
providing services within each of the classifications identified in Section 6.4(i) (the "Responsible
Wage Notice"). The Responsible Wage Notice shall, at a minimum, advise workers of the
Responsible Wage rates and benefits, the person to contact to initiate a grievance, and the penalties
for non-compliance. The form of the Responsible Wage Notice shall be subject to the approval of
the Executive Director prior to the commencement of construction of the Project, which approval
shall not be unreasonably withheld, conditioned or delayed. The General Contractor shall be
responsible for posting an updated Responsible Wage Notice at prominent locations throughout
the Property reflecting the new Responsible Wage rates and benefits within ten (10) days of the
issuance of a revised Schedule by the County through Completion of the Project. Copies of each
updated Responsible Wage Notice reflecting the new Responsible Wage rates and benefits shall
be provided to the Executive Director not more than ten (10) days after the issuance of the revised
Schedule by the County.
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7.5 Construction Reports & Penalties.
7.5.1 Construction Reporting Requirements. During construction of the
Project, Developer shall submit to the Executive Director: (i) on a quarterly basis commencing
thirty (30) days after the end of the first quarter after the commencement of construction of the
Project until thirty (30) days following Completion of the Project, detailed reports with respect to
compliance with the Subcontractor Participation Requirement during the prior quarter and overall
with respect to the Project; and (ii) on a monthly basis commencing thirty (30) days after the
commencement of construction of the Project until thirty (30) days following Completion of the
Project, detailed reports with respect to compliance with the Laborer Participation Requirement
and the Skilled Laborer Participation during the prior month with respect to the Project
(collectively the "Participation Reports"). The Developer and the Executive Director shall agree
reasonably on the form of the Participation Reports and the required back-up information to be
submitted as part of the Participation Reports prior to the commencement of construction of the
Project. The Participation Reports shall contain such information as the Executive Director may
reasonably require for the Executive Director to determine whether the Developer is in compliance
with the Subcontractor Participation Requirement, the Laborer Participation Requirement and the
Skilled Laborer Participation Requirement with respect to the Project. Each of the Participation
Reports submitted to the Executive Director must be certified as true and correct by the Developer.
7.5.2 Penalties for Non -Compliance with Subcontractor Participation
Requirement.
a. To the extent Developer fails to comply with the
Subcontractor Participation Requirement for the Project, Developer shall pay to the CRA as a
penalty for such non-compliance: (a) Ten Thousand and No/100 Dollars ($10,000.00) for each
percentage point (1%) 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) thereafter for each additional percentage point (1%) below the
first three (3) percentage points below the Subcontractor Participation Requirement, thereafter for
up to three (3) additional percentage points; and (c) Fifty Thousand and No/100 Dollars
($50,000.00) thereafter for each additional percentage point 1% below the first six (6) percentage
points below of the Subcontractor Participation Requirement (the "Subcontractor Non -
Compliance Funds").
b. The Subcontractor Non -Compliance Funds shall be
calculated by the Executive Director after Completion of the Project and shall be due and payable
within thirty (30) from the date of the Developer's receipt of written statement from the Executive
Director stating the amount of the Subcontractor Non -Compliance Funds, if any, are due with
respect to the Project. In the event of a dispute between the Executive Director and the Developer
with respect to the compliance with the Subcontractor Participation Requirement with respect to
the Project, such dispute shall be submitted to the CRA Board for resolution if the Developer and
the Executive Director are not able to resolve the dispute within thirty (30) days. The decision of
the CRA Board shall be binding upon 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.
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3.1.a
7.5,3 Penalties for Non -Compliance with Laborer Participation
Requirement with respect to the Project.
a. To the extent Developer fails to comply with the Laborer
Participation Requirement set forth in Section 7.2.1 with respect to the Project, Developer shall
pay to the CRA as a penalty for such non-compliance: (a) Ten Thousand and No/100 Dollars
($10,000.00) for each percentage point below the Laborer Participation Requirement for the first
four (4) percentage points below the Laborer Participation Requirement; (b) Twenty -Five
Thousand and No1100 Dollars ($25,000.00) for each additional percentage point below the first
four (4) percentage points below the Laborer 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 eight (8) percentage points below the Labor Participation
Requirement (collectively, the "Laborer Non -Compliance Funds").
b. The Laborer Non -Compliance Funds shall be calculated by
the Executive Director after Completion of the Project and shall be due and payable within thirty
(30) from the date of the Developer's receipt of written statement from the Executive Director
stating the amount of the Laborer Non -Compliance Funds, if any, are due with respect to the
Project. In the event of a dispute between the Executive Director and the Developer with respect
to the compliance with the Laborer Participation Requirement with respect to the Project, such
dispute shall be submitted to the CRA Board for resolution if the. Developer and the Executive
Director are not able to resolve the dispute within thirty (30) days. The decision of the CRA Board
shall be binding upon the parties. Any amount of Laborer Non -Compliance Funds not paid when
due shall bear interest at 12% per annum from the date due until paid.
7.5.4 Penalties for Non -Compliance with Skilled Laborer Participation
Requirement with respect to the Project.
a. To the extent Developer fails to comply with the Skilled
Laborer Participation Requirement for the Project, Developer shall pay to the CRA as a penalty
for such non-compliance (a) Ten Thousand and No/100 Dollars ($10,000.00) for each one half of
a percentage point (0.5%) below the Skilled Laborer Participation Requirement for the first one
and one-half percent (1.5%) below the Skilled Laborer Participation Requirement (b) Twenty Five
Thousand and No/100 Dollars ($25,000.00) for each additional one-half of a percentage point
(0.5%) below the first one and one half percent (1.5%) below the Skilled Laborer Participation
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 of a percentage point
(0.5%) below three percent (3%) below the Skilled Laborer Participation Requirement
(collectively, the "Skilled Laborer Non -Compliance Funds").
b. The Skilled Laborer Non -Compliance Funds shall be
calculated by the Executive Director after Completion of the Project and shall be due and payable
within thirty (30) from the date of the Developer's receipt of written statement from the Executive
Director stating the amount of the Skilled Laborer Non -Compliance Funds, if any, are due with
respect to the Project. In the event of a dispute between the Executive Director and the Developer
with respect to compliance with the Skilled Laborer Participation Requirement with respect to the
Project, such dispute shall be submitted to the CRA Board for resolution if the Developer and the
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Executive Director are not able to resolve the dispute within thirty (30) days. The decision of the
CRA Board shall be binding upon the parties. Any amount of Skilled Laborer Non -Compliance
Funds not paid when due shall bear interest at 12% per annum from the date due until paid.
7.6 Failure to Comply with Minimum Hourly Construction Wage Rate
Requirement. In the event that any Contractor fails to pay the Minimum Hourly Construction
Wage Rate to any worker working on the construction of the Project, 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 Construction Wage Rate requirement, and that the error on the part of the
Contractor was not a de minimis miscalculation of the same, the Developer shall pay to the affected
worker(s) as a penalty the Minimum Hourly Construction Wage Rate for every hour for which
such worker was underpaid plus a twenty percent (20%) penalty (collectively the "Construction
Wage Rate Penalty"). Developer shall not receive the benefit of any credit for hourly wage
payments made to such worker that did not comply with the Minimum Hourly Construction Wage
Rate requirement ("Erroneous Hourly Wage Payment"). By way of illustration, if a worker was
paid an hourly rate of Ten and No/100 Dollars ($10.00) and no health benefits were provided for
one hundred (100) hours in lieu of the Minimum Hourly Construction Wage Rate, the Construction
Wage Rate Penalty would be calculated as follows:
Construction Wage Rate Penalty — [(Minimum Hourly Construction Labor Rate times
the Total Hours Worked) * times 120%] equals the Construction Wage Rate Penalty, which
amount would be in addition to the Erroneous Hourly Wage Payment previously paid to
such worker.
For example if the Minimum Hourly Constructions Wage Rate is $15.83 per hour because
no qualified health care benefits are paid and if the worker was paid ten and no/100 Dollars
($10.00) an hour and no health benefits paid and the worker worked for one hundred (100)
hours, the Construction Wage Penalty would be:
$15.83 x 120% x 100 hours = $1,899,60 which amount would be in addition to the
Erroneous Hourly Wage Payment previously paid to such worker.
Such Construction Wage Rate Penalty shall be due from the Developer to the underpaid worker(s)
within thirty (30) days after written demand from the Executive Director, Developer shall have
the right to dispute such demand and the findings of the Executive Director. If the Executive
Director and the Developer are not able to resolve their dispute within thirty (30) days the dispute
shall be submitted to the CRA Board for determination which determination shall be binding on
the parties.
The Construction Wage Rate Penalty is not intended to waive any worker's rights to seek any and
all available legal relief available under applicable law. In the event a worker is granted a monetary
award against the Developer or its Contractor(s) in some other forum ("Monetary Award"), any
Construction Wage Rate Penalty otherwise due and owing shall be reduced by the amount of any
such Monetary Award previously paid to such worker.
7.7 Failure to Comply with Responsible Wage Requirement. In the event that
any Contractor fails to pay the Responsible Wage to any worker working on the construction of
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the Project within the labor classifications set forth in Sections 7.4 (i) (a) and 7.4 (i) (b), above,
which failure is reported by such worker to the Executive Director, the Executive Director shall
investigate the report and if the Executive Director, based upon his investigation, confirms such
non-compliance with the Responsible Wage requirement, and that the error on the part of the
Contractor was not a de minimis miscalculation of the same, the Developer 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"). Developer 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 ("Erroneous Responsible Wage Payment"). By
way of illustration, if a worker was paid an hourly rate of Twenty and No/100 Dollars ($20.00)
and no health benefits were provided for one hundred (100) hours in lieu of the Responsible Wage
of, for example, $38.46, plus benefits shown on the Schedule, the Responsible Wage Penalty
would be calculated as follows:
Responsible Wage Penalty = [(Responsible Wage, including all required benefits, times
the Total Hours Worked) times 120%] equals the Responsible Wage Penalty, which
amount would be in addition to the Erroneous Responsible Wage Payment previously paid
to such worker.
For example if the Responsible Wage is $38.46 plus benefits shown on the Schedule and
the. worker was paid Twenty.. Dollars ($20.00) an hour and no benefits were paid and the
worker worked one hundred (100) hours, the Responsible Wage Penalty would be:
$38.46 + the amount of benefits shown on the Schedule (assumed to total $6.00 for this
example) x 120% x 100 hours = $5,335.20 which amount would be in addition to the
Erroneous Responsible Wage Payment previously paid to such worker.
Such Responsible Wage Penalty shall be due from the Developer to the underpaid workers(s)
within thirty (30) days after written demand from the Executive Director. Developer shall have
the right to dispute such demand and the findings of the Executive Director. If the Executive
Director and the Developer are not able to resolve their dispute within thirty (30) days the dispute
shall be submitted to the CRA Board from for resolution which resolution shall be binding on the
parties.
The Responsible Wage Penalty is not intended to waive any Electrical Worker's or Plumbing
Worker's rights to seek any and all available relief available under applicable law. In the event
any Electrical Worker or Plumbing Worker is granted a Monetary Award against the Developer or
its Contractor(s) in some other forum, any Responsible Wage Penalty otherwise due and owing
shall be reduced by the amount of any such Monetary Award previously paid to such Electrical
Worker or Plumbing Worker.
7.8 Employment Advertisement & Notice. With respect to the construction of
the Project, Developer shall:
(i) Require its General Contractor and all subcontractors to
electronically post job opportunities in established job outreach websites and organizations,
including, without limitation, CareerSource South Florida, and similar programs in order to attract
as many eligible applicants for such jobs as reasonably possible;
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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(ii) Require the General Contractor to place a full -page weekly
advertisement in the Miami Times newspaper to inforlii 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 of the Project. This shall be in addition to any advertisements done
through other job outreach websites, organizations, and efforts referenced hereinabove; and
(iii) Require the General Contractor to place weekly radio
commercials on either Hot 105 or 99JAMZ to inform residents of available job opportunities and
upcoming job fairs not less than thirty (30) days prior to and through the date of construction
commencement of the Project.
7.9 Compliance Monitoring Contract. Executive Director shall select and
retain, prior to the issuance of any construction permits for the Project, a firm to review the
Participation Reports submitted by the Developer and audit the same, as well as audit Developer's
compliance with this Agreement (the "Compliance Monitoring Contract"). The Developer shall
reimburse the CRA on a monthly basis for the costs incurred by the CRA under the Compliance
Monitoring Contract, which reimbursements paid to the CRA shall not exceed Fifteen Thousand
and No/100 Dollars ($15,000.00) per month and One Hundred Eighty Thousand and No/100
Dollars ($180,000.00) per year during construction of the Project. The Compliance Monitoring
Contract shall commence upon the earlier to occur of (i) thirty (30) days prior to the
commencement of construction of the Project or (ii) within ten (10) days of this issuance of any
construction permits for the Project and end thirty days after Completion.
7.10 Job Fair.
7.10.1 Construction Job Opportunities. The Developer shall require its
General Contractor to utilize commercially reasonable efforts to broadly disseminate information
regarding job opportunities for local area residents and businesses within Overtown to allow them
to participate in construction of the Project, including, without limitation, hosting at least two (2)
job fairs within Overtown prior to the commencement of construction of the Project.
7.10.2 Permanent Job Opportunities. The Developer shall broadly
disseminate information regarding job opportunities at the Project for local residents and
businesses within Overtown post -construction, including newly generated trade and service related
jobs upon completion of the Project, including, without limitation, hosting at least one (1) job fair
within Overtown upon completion of the Project.
7.11 Term. The provisions of this Article 7 shall run with the Property and be
binding upon Developer and its successors and assigns until (a) Completion of the entire Project,
(b) payment of all amounts, if any, due from the Developer to the CRA in accordance with Sections
4 and Section 7 hereof, (c) the payment of all amounts that may become due to workers pursuant
to Sections 7.6 and 7.7 hereof, and (d) the completion of the job fair required by Section 7.10.2.
8. CONDITIONS PRECEDENT TO COMMENCEMENT OF CONSTRUCTION.
The Developer shall not commence construction of the Project contemplated by this Covenant
until the satisfaction or waiver by the Executive Director of the following conditions precedent
(the "Construction Conditions Precedent"):
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8.1 The Executive Director has approved the format for the Participation
Reports.
8.2 The Developer has complied with the provisions of Section 5 of this
Agreement.
9. RELOCATION OF TREES.
9.1 In the event Developer is required or relocate or replace any trees currently
located on the Property pursuant to Chapter 17 of the City Code, Developer shall coordinate with
the Executive Director to cause the trees to be relocated or replaced within the Redevelopment
Area in a location approved by the Executive Director.
10. LIEN RIGHTS. If Developer fails to pay any amount due the CRA pursuant to
Sections 4.4, 4.5, 7.5.2, 7.5.3, 7.5.4, 7.9 and 14 such unpaid amounts shall bear interest at twelve
percent (12%) per annum from the date due until paid and shall be secured by this Covenant having
priority from the date of recording this Covenant. If any amounts remain unpaid for more than
thirty (30) days after the Developer's receipt of written notice from the CRA as to such late
payment, the CRA may foreclose its lien rights against the Property in the same manner as a
mortgage would be foreclosed. Upon the request of the Developer upon payment of each
applicable amount due under Sections 4 5, 4,6,- 7.5.2, 7.5.3, 7.5.4, 7.9, and 14 the CRA shall
execute and promptly deliver to the Developer a recordable instrument reflecting the release of the
applicable payment obligation. If any payment due pursuant to this Section 10 is not made within
thirty (30) days of when due the CRA may offset the amounts due against the Incentive Payment.
11. DEFAULT AND REMEDIES. If Developer fails to comply with any of the terms
and provisions of this Covenant, including, without limitation the payment of money or the
performance of any other obligation under this Covenant which failure is not cured by the
Developer within thirty (30) days of written notice from the CRA, or, if by reason of the nature of
such default, the same cannot be cured within thirty (30) days following receipt by Developer of
written demand from the CRA to do so, Developer fails to commence curing such default within
such thirty (30) days following such written notice, or having so commenced, shall fail thereafter
to continue with diligence the curing thereof and, in any event, fails to cure such default within a
reasonable time after receipt of notice of such default, whichever is earlier, the CRA may pursue
all remedies available at law or in equity to enforce the terms and provisions of this Covenant,
including, without limitation, specific performance; provided, however, with respect to
Developer's failure to comply with the terms of (a) Section 4.1, as may be extended pursuant to
Sections 4.2 and 4.3, the CRA's remedies shall be limited to a suit to collect the unpaid amount
and the enforcement of its lien rights as provided in Section 10, for non-payment of any amount
due pursuant to the terms of Sections 4.4 and 4.5 or offset the amount due from the Incentive
Payments, (b) Section 7.2.1, the CRA's remedies shall be limited to a suit to collect the unpaid
amount and the enforcement of its lien rights as provided in Section 10 for non-payment of any
amount due pursuant to Section 7.53, or offset the amount due from the Incentive Payment, (c)
Section 7.2.3, the CRA's remedies shall be limited to a suit to collect the unpaid amount and the
enforcement of its lien rights as provided in Section 10 for non-payment of any amount due
pursuant to the terms of Section 7.5.4, or offset the amount due from the Incentive Payment, (d)
Section 7.2.3, the CRA's remedies shall be limited to a suit to collect the unpaid amount and the
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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enforcement of its lien rights as provided in Section 10 for non-payment of any amount due
pursuant to the terms of Section 7.5.2, or offset the amount due from the Incentive Payment, (e)
Section 7.3, the CRA's sole remedies will be to enforce specific performance of the terms of
Section 7.6, (f) Section 7,4, the CRA's sole remedy will be to enforce specific performance of the
terms of Section 7.7, (g) Section 7.9, the CRA's remedies shall be limited to a suit to collect the
unpaid amount and the enforcement of its lien rights as provided in Section 10 for non-payment
of any amount due pursuant to Section 7.9 or offset the amount due from the Incentive Payment,
and (h) Section 14, the CRA's remedies shall be limited to a suit to collect the unpaid amount and
enforcement of its lien rights as provided in Section 10 for non-payment of any amount due
pursuant to Section 14 or offset the amount due from the Incentive Payment. Notwithstanding
anything to the contrary contained herein, following Completion and payment to the CRA of all
amounts due under Sections 4.4, 4.5, 7.5.2, 7.5.3, 7.5.4, 7.9 and following any partial assignment
of the right to receive any Incentive Payment permitted by Section 12.2.2, the CRA shall only
exercise its remedies against a defaulting owner of the Project with respect to Incentive Payments
due to such defaulting owner. For example, if owner A owns the Office Component and has been
assigned the Incentive Payment for the Office Component and owner B owns the Retail Space and
has been assigned the Incentive Payment for the Retail Space, and owner A defaults in its
obligations under Section 14 of this Agreement and as a result of such default, the CRA has the
right to right to offset any amounts owed to the CRA under Section 14 of this Agreement from the
Incentive Payment, the CRA shall only offset amounts owed by owner A of the Office Component
against the Incentive Payment due to owner A of the Office Component and shall not offset any
amounts owed by owner A under Section 14 of this Agreement against the Incentive Payment due
to owner B or any other owner within portion of the Project. For the avoidance of any doubt if
Developer has not assigned the Incentive Payment with respect to a Component and the owner of
that Component defaults in its obligation under Section 14 of this Agreement the CRA shall have
the right to offset any amount owed to the CRA under Section 14 of this Agreement by the owner
of the Component who is in default solely against the Incentive Payment due Developer derived
from that Component.
12. PROJECT INCREMENTAL TIF.
12.1 Projected Incremental TIF. Developer acknowledges and agrees that
Developer shall bear the entire risk under this Covenant if the Project is valued at less than
anticipated by the Developer and/or is not developed within the time frame anticipated by the
Developer resulting in Incentive Payment payable by the CRA pursuant to this Covenant being
less than anticipated by Developer. Developer acknowledges and agrees that the CRA shall have
no liability to Developer if the Incentive Payment as estimated by Developer proves not to be
accurate for any reason and same shall not relieve the Developer or the CRA from their respective
obligations under this Covenant, Developer acknowledges and agrees that the CRA has made no
representation to the Developer regarding the amount of Incremental TIF which may be generated
by the Project and Developer is relying solely on its own projections of the Incremental TIF which
willbe generated by.. the. Project.
12.2 Development Incentive. Subject to CRA Budget Approval by the CRA
Board, City Approval and County Approval, on an annual basis in all cases, as an inducement to
develop the Project, the CRA agrees to pay Developer a percentage of Incremental TIF as follows:
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12.2.1 Payment of Incremental TIF. On an annual basis for each calendar
year commencing after the Base Year and continuing throughout the Term of this Covenant,
subject to reduction under Section 12.2.2 and Section 12.2.3 below, the CRA shall pay to
Developer an incentive payment equal to the lesser of (i) Seventy percent (70%) of the Incremental
TIF or (ii) an amount equal to the annual debt service on any bonds issued by the CDD for the
preceding calendar year less an amount equal to net parking revenues (profits) for such preceding
calendar year as reflected in the CDD Statement and less: (i) common area charges paid by the
Residential Units as a CDD assessment; (ii) common area charges paid by tenants of the Office
Component, if any, as a CDD assessment; and (iii) common area charges paid by tenants of the
Retail Space as a CDD assessment, all certified in writing by the Developer. (the "Incentive
Payment"). All Incentive Payments shall be due and payable within thirty (30) days of the CRA's
receipt of (i) the Incremental TIF; (ii) the CDD Statement; and (iii) the Developer's certification.
CRA shall have the right to inspect the books and records of Developer for purposes of confirming
such amounts paid by tenants of the Project.
12.2.2 Incentive Payments After Assignment or Sale. Developer, in its sole
and absolute discretion, may collaterally assign and reassign the Incentive Payment or any portion
thereof to any lender providing financing for the Project or any Component thereof. Developer,
in its sole and absolute discretion, may also assign the Incentive Payment to any purchaser all of
Developer's entire interest in the Project or the purchaser of all of Developer's interest in any of
the Component(s) thereof or to the CDD at any time or from time to time upon written notice given
to the CRA. For the avoidance of any doubt, except with respect to a collateral assignment to a
lender, Developer must assign the entire Incentive TIF with respect to the entire Project or the
entire Incentive TIF with respect to any Component thereof which Developer has elected to assign
in whole but not in part. Partial assignments of the Incentive TIF to the owner of a Component
are not permitted. Each owner of a Component shall also have the right to assign the Incentive
Payment with respect to such Component to its successor owner of such Component in connection
with a sale of such Component. Any such notice of assignment shall indicate: (i) the name of the
assignee and the assignee's contact information, (ii) the Component of the Project transferred to
the assignee for which the assignee shall be entitled to the Incentive Payment for such Component,
and (iii) any other terms or provisions applicable thereto and mutually agreed to as between
Developer and the assignee (the "Assignment Notice"). Any such assignee must assume the
obligation of the Developer or such other assignor to utilize the Incentive Payment in accordance
with the provisions of Section 12.2.4 of this Agreement. Any assignment by Developer of its
rights to the Incentive Payment shall not release Developer of its duties and obligations under this
Covenant.
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
12.2.3 Reductions of Incentive Payments. If the entire Project is not a
Substantially Completed and on the Tax Rolls on or before January 1, 2024 as such date is extended _a
as a result of Unavoidable Delays, the Incentive Payments shall be reduced by ten percent (10%) w
for or the Term of this Covenant. If the entire Project is not Substantially Completed and on the a,
Tax Rolls by January..1, 2025.as such date is extended as a result of Unavoidable Delay.s,the
Incentive Payment shall be reduced by twenty percent (20%) for the Term of this Covenant. If the
entire Project is not Substantially Completed by January 1, 2027 as such date is extended as a it
result of Unavoidable Delays, the CRA shall not be obligated to make any Incentive Payments to
the Developer. s
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12,2.4 Limitation on Use of Incentive Payments. Incentive Payments paid
during the Term of this Covenant shall be used for the sole and exclusive purpose of paying
and/or reimbursing the costs of the construction, maintenance, operation, and debt service/debt
issuance costs of the Project, to the extent such payments are a permitted use of TIF Increment
pursuant to Chapter 163 Part III, Florida Statute.
13. SUBORDINATION OF INCENTIVE PAYMENT.
13.1 Developer acknowledges and agrees that the obligations of the CRA under
this Covenant 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 issued by the CRA or any
bonds now existing or hereafter issued by the City and secured a pledge by the CRA of tax
increment funds including, without limitation, bonds issued by the City pursuant to the terms of
the Interlocal Agency Agreement effective November 8, 2016 between the City, the CRA and the
South Florida Regional Transportation Authority obligating the CRA to pledge Incremental TIF
with respect to a bond issue by the City (collectively the "Bond Obligations") and junior and
subordinate to the payments to be made in connection with the grant to be made by the CRA 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 "G". Under no circumstances shall the
CRA be obligated to make Incentive Payments from its general revenues or any other sources if
Increment TIF is unavailable after the CRA makes all required payments 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 Covenant as a result of the
Bond Obligations and the Grant Obligations, the Incentive Payments shall be reduced to the
amount of Incremental TIF available, if any, and the shortfall shall be deferred to subsequent
year(s) to the extent available. If requested by the CRA, the Developer shall execute a
subordination agreement confirming that this Covenant is junior and subordinate to any Bond
Obligations and Grant Obligations within ten (10) business days of written request by the CRA.
13.2 Pledge of TIF Revenues. In the event the CRA issues additional bonds
subsequent to the Effective Date, the CRA covenants and agrees not to pledge the Incremental TIF
derived from the Project which will be payable to Developer under this Covenant as collateral for
such bonds.
13.3 Additional Agreements Regarding Use of Incremental TIF. Developer
acknowledges and agrees that nothing contained in this Covenant shall be deemed or construed to
prevent the CRA from entering into agreements similar to Section 12 of this Covenant (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. Developer
acknowledges and agrees that Incremental TIF generated from other projects which are subject to
TIF Agreement(s) will not be available to make up for any shortfall under Section 13.1.
13.4 Penalties. To the extent Developer fails to pay to the CRA any amount due
under this Covenant within thirty (30) days of the date due, the CRA may set off the amount due
against the Incentive Payments due under this Covenant.
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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14. TRANSFER FEE.
14.1 Transfer Prior to Completion. If, at any time prior to Completion (i) the
Developer sells the entire Project to an unrelated third party purchaser in an arm's length
transaction; (ii) the Developer sells the Retail Space, the Office Component, the Parking Garage
or the Residential Components, or any of them or any combination thereof, to an unrelated third
party purchaser in an arm's length transaction; or (iii) a Change of Control occurs, then the
Developer shall pay to the CRA a fee in an amount equal to one and one-half percent (1.5%) of
the Gross Sales Price simultaneously with the closing of such sale or Change of Control. For the
avoidance of doubt, if Developer sells the Retail Space, the Office Component, the Parking Garage
or the Residential Components, or any of them or any combination thereof, the provisions of this
Section 14.1 shall apply to each such transaction until Completion and the fee to the CRA of one
and one-half percent (1.5%) of the Gross Sales Price shall apply to each such transaction until
Completion; provided, however, in no event shall any such transfer fee be payable in connection
with the transfer of the Parking Garage to any community development district established with
respect to the Property.
14.2 Transfer After Completion. If, at any time after Completion (i) Developer
sells the entire Project to an unrelated third party purchaser in an arm's length transaction; (ii) the '
Developer sells the Retail Space, the Office Component, the Parking Garage or the Residential
Components, or any of them or any combination thereof, to an unrelated an third party purchaser
in an arm's length transaction, or (iii) a Change of Control occurs, then the Developer shall pay
the CRA a fee in the amount of one and one-half percent (1.5%) of the Gross Sales Price
simultaneously with the closing of such sale or Change of Control. For the avoidance of doubt, if
Developer sells the Retail Space, the Office Component, the Parking Garage, or the Residential
Components, together or in a series of transactions, the one and one-half percent (1.5%) of the
Gross Sales Price shall apply to each transaction until Developer has no further interest in the
Project; provided, however, in no event shall any such transfer fee be payable in connection with
the transfer of the Parking Garage to any community development district established with respect
to the Property.
14.3 Related Transfers. For the avoidance of any doubt, should Developer
transfer its interest in the Project in whole or part to a related entity or to a third party purchaser
(including without limitation any tax -credit investor) in transaction which is not considered an
arm's length transaction, no transfer fee shall be payable, provided, however, the obligations under
this Section 14 shall be binding upon such successors and assigns and such transferee shall be
deemed the "Developer" for the purposes of this Section 14. For the avoidance of doubt, should
any transfer of membership interests in Developer, Member and/or Holdings occur, in whole or
part to a related entity {including without limitation to direct or indirect members of Developer,
Member or Holdings), no transfer fee shall be payable in connection with such transfer unless of
Change of Control occurs.
14.4 Failure to Pay. If Developer fails to pay the CRA any fees due pursuant to
this Section 14 when due, such fee shall bear interest at the rate of twelve percent (12%) until paid.
14.5 Undisclosed Transfer. If a Change of Control or sale occurs and Developer
fails to disclose such sale or Change of Control to the CRA and the CRA discovers that Developer
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
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has breached the terms of provisions of this Section 14, the applicable fees due the CRA pursuant
to this Section 14 shall triple.
14.6 One Transfer Fee. For the avoidance of doubt, Developer shall only be
required to pay one transfer fee on each portion of the Project, whether such transfer fee is paid
prior to or after Completion.
14.7 Transfers to Lenders. For the avoidance of doubt, the placing of a mortgage
lien, assignment of leases and rents or security interest on or pertaining to the Property, the Project
or any Component, or any pledge, collateral assignment or encumbrance of the direct or indirect
membership interests of Developer as security for any financing of the Property, Project or any
Component thereof, or any pledge, collateral assignment or encumbrance of the direct or indirect
membership interests in Member as security for the financing of the Property, the Project or any
Component thereof, or any pledge, collateral assignment or encumbrance of the direct or indirect
membership interests in Holdings as security for the financing of the Property, the Project or any
Component thereof, or any transfer pursuant to or in lieu of a foreclosure or any exercise of
remedies (including, without limitation, foreclosure) under any mortgage on the Property, the
Project or any Component thereof or the transfer of membership interest in Developer, Member or
Holdings under any pledge, collateral assignment or encumbrance of the membership interests of
Developer, Member or Holdings as security for any financing of the Property, the Project or any
Component thereof (each an "Enforcement Action"), in each ease shall not be deemed a transfer
requiring payment of any transfer fee hereunder.
14.8 In the event of an Enforcement Action with respect to the Property, the
Project or any Component thereof or the transfer of membership interests in Developer, Member
or Holdings as described in Section 14.7, the party which acquires the interests of the Developer
in the Property, the Project or any Component thereof or that acquires the membership interests of
Developer, Member or Holdings shall be deemed the "Developer" for purposes of this Section 14
and the provisions of this Section 14 (including without limitation the provisions of Section 14.3)
shall apply with respect to any subsequent transfer of the Property, the Project or any Component
thereof acquired by such party in the Enforcement Action. A "Change of Control" shall be deemed
to have occurred if such party acquiring the interest of the Developer, Member or Holdings through
an Enforcement Action no longer controls all decision making by Developer, Member or Holdings,
and the fees described in this Section 14 shall be due and payable at that time with respect to the
Property, the Project or any Component thereof acquired by such party in the Enforcement Action
upon such Change of Control.
15. CHALLENGES.
15.1 No Liability. Developer hereby forever waives and releases the CRA from
any liability whatsoever, now or hereafter arising in connection with any challenge to Section 12
of this Covenant by a third party and covenant and agree not to initiate any legal proceedings
against the CRA in connection with any challenges to Section 12 o.. this Covenant, other er than as a
result of a default by the CRA with respect to its obligations under this Covenant, for which
Developer shall have the right to sue the CRA for specific enforcement of the CRA's obligations
to pay any unpaid Incentive Payments.
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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15.2 Duty to Defend. In the event of any challenge to Section 12 of this
Covenant, any party in interest, at its or their sole cost and expense, may defend any such challenge
by a third party. The CRA shall cooperate with Developer and, if necessary, participate in the
defense of such challenge provided Developer pays the cost of such defense.
16. APPROVAL OF CRA BUDGET. Developer acknowledges that no voter approval
was obtained in connection with this Covenant and that neither the City nor the County has
approved Section 12 this Covenant. In the event Section 12 of this Covenant 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 Board Approval, City Approval and County
Approval of the CRA Budget including a line item for the Incentive Payment on an annual basis,
Developer acknowledges and agrees that the CRA shall have no liability to Developer arising
under Section 12 of this Covenant. Developer acknowledges that this provision is a material
inducement for the CRA to enter into this Covenant.
17. COUNTY APPROVAL. Developer acknowledges that this Covenant has not been
submitted to the County Commission for review or approval and that the Incentive Payments
contemplated by this Covenant will be included in the annual budget (subject to CRA Board
Approval) submitted by the CRA to the City for approval and submitted by the CRA to 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 Developer under Section 12 of
this Covenant in the event that City Approval and County Approval are not obtained.
18. NON -RECOURSE. This Covenant is non -recourse to the CRA. In the event of a
breach of this Covenant by the CRA, Developer (and only the Developer or any impacted
Assignee) 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 Covenant and in no
event shall Developer or any assignee have the right to seek damages against the CRA. Except
with respect to the CRA's rights to seek specific perfoiinance of this Covenant and the CRA's
right to sue to collect any payments due from Developer to the CRA pursuant to this Covenant,
the CRA shall not have the right to seek damages against Developer.
19. RELATIONSHIP BETWEEN PARTIES. This Covenant does not evidence the
creation of, nor shall it be construed as creating, a partnership or joint venture between the CRA
and Developer. 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 Covenant and as to whether the same is appropriate or
proper for it based upon its own judgment and upon advice from such advisors as it has deemed
necessary. Each party acknowledges that none of the other parties hereto is acting as a fiduciary
for or an adviser to it in respect of this Covenant or any responsibility or obligation contemplated
herein. Developer 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
Covenant.
20. BUDGET & APPROPRIATION. CRA covenants and agrees to budget the
Incentive Payment as a line item in its annual operating budget subject to CRA Board Approval,
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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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 and as
contemplated by this Covenant, by both the City and County.
21. CONSULTANT AND PROFESSIONAL COMPENSATION. Developer has
retained consultants and professionals to assist Developer with the negotiation and execution of
this Covenant, and Developer 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 Developer compensate any such consultant or
professional in any form that would be deemed a "bonus," "success fee" or "finder's fee" in
exchange for the CRA Board's approval of this Covenant.
22. NET OFFICE/POLICE SUBSTATION/CRA OFFICES. Developer covenants and
agrees to provide approximately one thousand (1,000) square feet of rentable space substantially
in the location shown on Exhibit "H" attached hereto (the "Office Space") with vehicular access
as shown on Exhibit "H", to be utilized by the City as either a Neighborhood Enhancement Team
(NET) office or a police substation or utilized by the CRA, at the option of the CRA. The
Developer shall have no obligation to build out the Office Space and possession of the Office
Space shall be provided to the City or the CRA, as determined by the CRA, upon Completion.
The Developer and the City or the CRA; as applicable, shall execute a lease for the Office Space
utilizing the standard form lease utilized by the Developer for the Project, subject to such changes
required by the City Attorney and provisions customarily included in City leases. The lease will
be for a total rent of One Dollar ($1.00) per year with no pass through expenses of any kind or
nature including without limitation, common area maintenance expenses, tax expenses, insurance
expenses, utility expenses or management fees. The term of the lease shall be for the life of the
CRA.
23. RETAIL OPPORTUNITY. Developer covenants and agrees to make one
retailloffice space available containing approximately one thousand one hundred (1,100) rentable
square feet in the location shown on Exhibit "I" attached hereto for a CRA supported business
(the "CRA Space"). The CRA shall identify the proposed tenant and the proposed tenant shall
lease the CRA Space for fifty percent (50%) of the average total rent, including escalation, of
similar first floor leased space in the Project fronting Sawyer's Walk, plus pass through expenses
and operating expenses. Rent shall be paid monthly in advance. If the lease terminates for any
reason the CRA shall propose a replacement tenant for the CRA Space which the Developer shall
lease on the same terms and conditions. The procedure shall continue for the entire life of the
CRA so that the CRA Space is always leased to a CRA sponsored tenant. For the avoidance of
doubt, any tenant of the CRA Space will be subject to the same exclusive use restrictions as other
tenants in the Project.
24. RETAIL EMPLOYMENT OPPORTUNITIES. Commencing upon Completion
and every six (6) months thereafter for a period of five (5) years Developer, in coordination
CareerSource South Florida, the CRA, and retail businesses operating within the Project, shall host
job fairs (each a "Job Fair") at the Project in an effort to create job opportunities at the Project for
residents of the Redevelopment Area. No less than thirty (30) days prior to each Job Fair the
Developer shall place a full -page weekly advertisement in the Miami Times Newspaper about the
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Job Fair and place weekly radio commercials on either HOT 105 or 99JAMZ to inform residents
of the Redevelopment Area of the Job Fair.
25. Notices. Any notices required or peuiiitted to be given under this Covenant shall
be in writing and shall be deemed to have been given if delivered by hand, sent by recognized
overnight courier (such as Federal Express), or mailed by certified or registered mail, return receipt
requested, in a postage prepaid envelope, and addressed as follows:
If to the Developer:
Block 55 Owner, LLC
2901 Florida Avenue
Coconut Grove, FL 33133
Suite 806
Attention: Michael Swerdlow
With a copy (which shall not constitute notice or service of process) to:
Bercow Radell Fernandez Larkin & Tapanes PLLC
Attention: Jeffrey Bercow, Esq.
200 S. Biscayne Boulevard.
Suite 850
Miami, FL 33131
With a copy (which shall not constitute notice or service of process) to:
If to CRA:
Alvarez & Diaz-Silveira LLP
Attention: Real Estate Notices
355 Alhambra Circle
Suite 1450
Coral Gables, FL 33134
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
Attention: Cornelius Shiver, Executive Director
819 NW Second Avenue
Third Floor
Miami, FL 33136
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With a copy (which shall not constitute notice or service of process) to:
William R Bloom, Esq.
Holland & Knight, LLP
Suite 3300
701 Brickell Avenue
Miami, FL 33131
Notices personally delivered, or sent by overnight courier shall be deemed given on the
date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon
receipt or the date delivery is refused.
26. MISCELLANEOUS.
26.1 This Covenant shall be construed and governed in accordance with the laws
of the State of Florida. Venue shall be in Miami -Dade County, Florida. All of the parties to this
Covenant have participated fully in the negotiation and preparation hereof, and, accordingly, this
Covenant shall not be more strictly construed against any one of the parties hereto.
26.2 In the event any term or provision of this Covenant 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 Covenant shall be construed to be in full force and effect.
26.3 In construing this Covenant, 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 Section headings shall be disregarded.
26.4 All of the exhibits attached to this Covenant are incorporated in, and made
a part of, this Covenant.
26.5 Time shall be of the essence for each and every provision of this Covenant.
27. COVENANT RUNNING WITH THE LAND. This Covenant shall be deemed a
covenant running with the Property and shall be binding upon Developer and its successors and
assign for the Term, or such shorter period of time applicable to certain specific provisions of this
Covenant as specifically provided in Sections 6.2, 7.11 and 24 of this Covenant.
28. ENTIRE AGREEMENT. Except for the Housing Restrictive Covenant Agreement
dated as of the Effective Date between Developer and the CRA, this Covenant constitutes the entire
agreement and understanding between the parties with respect to the subject matter hereof,
superseding and/or incorporating all prior or contemporaneous oral or written agreements
(including, without limitation, that certain Block 55 Development Agreement by and between
Downtown Retail Associates LLC and the CRA, as amended and assigned to Developer) and there
are no other agreements, representations or warranties with respect to the subject matter hereof
other than as set forth herein.
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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29. MODIFICATION. This Covenant 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.
30. ESTOPPEL CERTIFICATES. From time to time the CRA will execute and deliver
an estoppel certificate to Developer confirming the status of Developer's compliance with the
terms and conditions of this Covenant within ten (10) business days of written request from
Developer. The estoppel certificate shall state (i) that this Covenant is in full force and effect and
has not been modified, supplemented or amended, or if there has been any modifications that this
Covenant is in full force and effect as modified and identifying the modifications or if this
Covenant is not enforceable, so state; (ii) whether the CRA has issued any written notice(s) of any
default(s) by Developer under this Covenant which remain uncured, and if so, stating the nature
of the default(s); and (iii) whether the CRA knows of any event with the giving of notice or passage
of time, or both, would constitute a default by Developer under this Covenant. Any estoppel
certificate required to be provided pursuant to this Covenant shall be made on behalf of the CRA
by the Executive Director.
31. BINDING EFFECT. This Covenant shall be binding upon the parties hereto and
their respective successors and permitted assigns.
(Signatures on Next Page)
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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IN WITNESS hereof the parties have executive this Covenant as of the date first above
written.
DEVELOPER:
WITNESSES: BLOCK 55 OWNER, LLC, a Florida limited
liability company
Print Name: By: SG Manager, LLC, its manager
By:
Print Name: Michael Swerdlow
Its Manager
CRA:
WITNESSES:
Print Name:
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT
AGENCY
By:
Print Name: Cornelius Shiver, Executive Director
ATTEST:
Clerk of the Board
Approved for legal sufficiency
By:
William R. Bloom, Esq.
Holland & Knight LLP,
Special Counsel to CRA
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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STATE OF FLORIDA
) SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ online notarization, this day of September, 2020, by Michael Swerdlow, as Manager of
SG Manager, LLC, a Florida limited liability company, as manager of BLOCK 55 OWNER, LLC,
a Florida limited liability company, on behalf of the limited liability companies. He is personally
known to me or has produced as identification.
Notary Public
Print Name:
My commission expires:
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STATE OF FLORIDA
COUNTY OF MIAMI-DADE
)
) SS:
The foregoing instrument was acknowledged before me by means of ❑ physical presence
or ❑ online notarization, this day of September, 2020, by Cornelius Shiver, 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.
Notary Public
Print Name:
My commission expires:
ADSLLP-00077664.16 36
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Schedule of Exhibits
A. Legal Description
B. Developer, Member and Holdings Organizational Chart
C. Design Documents
D. Sketch of Redevelopment Area
E. Sketch of Overtown
F. Hiring Standards
G. Grant Obligations
H. Office Space
I. CRA Space
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EXHIBIT "A"
Legal Description
Lots 1 through 20, inclusive, of Block 55, 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; less
and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot 10 taken by
the State of Florida Department of Transportation by Order of Taking recorded in Official Records
Book 5349, at Page 129, of the Public Records of Miami -Dade County, Florida, being more
particularly described as follows:
Begin on the West line of said Lot 10 at a point 14.51 feet South 02° 6' 16" East from the Northwest
corner thereof, said point being the beginning of a curve concave Southeasterly having a radius of
14.5 feet, thence from a tangent bearing of North 02°16'16" West run Northwesterly, Northerly
and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North
line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest comer of
said Lot 10, thence South 02°16'16" East 14.51 feet along the West line of said Lot 10 to the Point
of Beginning.
ALSO DESCRIBED AS:
Lots 1 through 20, inclusive, of Block 55 North, Map of Miami, Dade Co. Fla, according to the
plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County,
Florida; less and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot
10 taken by the State Of Florida Department Of Transportation by Order Of Taking recorded in
Official Records Book 5349, Page 129, of the Public Records of Miami -Dade County, Florida,
being more particularly described as follows:
Begin on the West line of said Lot 10 at a point 14.51 feet South 02°16'16" East from the Northwest
corner thereof, said point being the beginning of a curve concave Southeasterly having a radius of
14.5 feet, thence from a tangent bearing of North 02°16'16" West run Northwesterly, Northerly
and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North
line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest corner of
said Lot 10, thence South 02°16'16" East 14.51 feet along the West line of said Lot 10 to the Point
Of Beginning
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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EXHIBIT "B"
Developer, Member and Holdings Organizational Chart
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EXHIBIT "C"
Design Documents
Sawyer's Landing Block 55
Design Development Drawings
Consisting of the sheets described and dated on Exhibit C-1 attached hereto,
as may be modified by the plans prepared by the Architect dated August 28, 2020,
a copy of which is on file with the CRA
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EXHIBIT "C-1"
BLOCK 55 -SAWYERS LANDING DOCUMENT LIST
DISCIPLINE
DRAWING NO.
DRAWING T1T1E
DATE
ARCHITECTURAL
Arq uitectonica
Arq uitectonica
Arq uitectonlca
Arq uitectonica
Arq uitectanlca
Arq uileclonica
Arq uitedonlca
Arq uitedonica
Arq eltestonica
Arquitectonica
Arqultectonica
Arquitectonica
Arquftecton;ea
Arquitectonica
Arq uitectonlca
Arq uitectonica
Arq uitedonica
Arq uitectonica
Arq uitedonica
Arq ulieclenlca
Arq uitedonica
Arq ultedonlca
Arquiteetentca____.
Arqulleclonlca
Arq uiectonica
Arq ufledonlca
Arq ulecl0nlca
Arq uiiectonica
Arq uilectonica
Arq uilectonica
Arqulleclonlca
Arq uitectonica
Arq uitectonica
Arq uitentonira
Arq uitectonica
Arq uitectonica
Arq uitectanka
Arq uitectonica
Arq uitectonlca
Arq uitedonica
Arq ellectonlca
Arq uitedonica
Arqultectonica
Arqultettonica
Arq ultectonica
Arqu'dectonica
Arqu€toctnnica
Arquitectonica
Arq uftectonica
Arquitectonica
Arq uitectonica
Arq uitectonica
Arq ultectonica
Arq aitectonica
Arq ultectonica
Arq uitectonica
Arq uitectonica
Arq uitedanlca
Arq uitectonica
Arq uitedonica
Arq uiectonica
..........Aequtteete nka......
61.100
G1.101
G1.103
G1.103
G1.104
A1.101
A1.102
A1.103
A1.104
A1.105
A1.106
A1.107
A1,106
A1.108M
A1.109
A1.110
A1.111
A1.112
A1.113
A1.114
A1.115
A1.116
A1:201A
A1.201R
A1.2010
A1.2010
A1,202A
A1.2023
A1.202C
A1.202 D
A1.203A
A1.2030
A1.2.03C
A1.203 D
A1.204A
A1.2048
A1.204C
A1.204D
A1.205A
A1.2050
A1,205C
A12056
A1.206A
A1.2068
A1.206C
A1.206D
A1.207A
A1.2070
A1.207C
A1.207D
A1..208A
A1.2080
A1.208C
A1,2RRD
A1.209A
A1.209R
A1.209C
A1.209D
A1,210A
A1.2100
A1,201C
A4:24-0{1.
Cover Sheet
Sheet Index
General Symbols & Legends
Project Data Site Plan
Survey
Level 1 Nan
Level (P1) Plan
Level3 (P2) Plan
Le vel4 (P3) Plan
Level 5 (P4) Plan
Level6 Plan
level? Plan
Level Plan
Level 8 Mechanical Plan
Level Plan
Levels 10-11 Plan
Level 12 Plan
Level 13 Plan
Levels 14 & 15 Plan
Levels 16 & 19 Plan
Levels 17 & 18 Plan
Roof Level Plan
_---level 1F.nlarged Plan.....
Level 1 Enlarged Plan
I.evel 1 Enlarged Plan
Level 1 Enlarged Plan
Level 2 Enlarged Plan
Level 2 Enlarged Plan
Level 2 Enlarged Plan
Level 2 Enlarged Plan
Level 3 Enlarged Plan
Level 3 Enlarged Plan
Level 3 Enlarged Plan
level 3 Enlarged Plan
Level4 Enlarged Plan
ievel4 Enlarged Plan
Level 4 Enlarged Plan
Level 4 Enlarged Plan
Level 5 Enlarged Plan
Level 5 Enlarged Plan
Level 5 Enlarged Plan
Level 5 Enlarged Phan
Level 6 Enlarged Plan
Level 6 Enlarged Plan
Level 6 Enlarged Plan
Level6 Enlarged Plan
Level 7 Enlarged Plan
Level? Enlarged Plan
Level 7 Enlarged Plan
Level 7 Enlarged Plan
Level 8 Enlarged Plan
Level 8 Enlarged Plan
Level 8 Enlarged Plan
Level 8 Enlarged Plan
Level 9 Enlarged Plan
Level 9 Enlarged Plan
Level 9 Enlarged Plan
l.evel9 Enlarged Plan
Level 10 Enlarged Phan
Level 10 Enlarged Plan
Level 10 Enlarged Plan
.......fevel 10'EctLaeged Plan....
5/29/2020
.5/18/2020
5/18/2020
5/18/3020
5/18/2020
.5/18/2020
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5%18/2020
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5/18/2020
5/10/2020
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5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2029
5/18/2020
5/18/2020
5/18/2020
5/18/2020
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5/18/2020
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5/18/2020
5/18/2420
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Arq uitectonica
Arq ultetinnTCa
Arquitectonica
Arquitectonica
Arq utectonica
Arq uitectonica
Arq uitectonica
Arq uitectonica
Arq uitectonica
Arq uitectonica
Arq uitectonica
Arq ultectonica
Arq uitectonica
Arq uitectonica
Arq uitectonica
Arquitectonlca
Arquilectonica
Arquitectonica
Arquitectonica
Arquilectonica
Arqultectnnica
Arquitectonica
uitectonica
Arq into ctonica
Arquilectonica
Arq ultectonica
Arq uitectonica
Arq ultectonica
Arq uitectonica
Arq ultectonica
Arq uitectonica
Arq uitectonica
Arq uitectonica
Arq uitectonica
Arquitectonica
Arquitectonica
Arq uitectonica
Arq uitectonica
Arq uhectonica
Arquitectonica
Arq ultectonica
Arquilectonica
Arq ultectonica
Arq uitectonica
Arq uitectonica
Arq uitectonica
Arq uitectonica
Arq uitectonica
Arq uitectonica
Arq uitectonica
Arquitectonica
ArquttectonIca
Arqudedonlca
Arq uitectonica
Argnilectnitlta
Arquilectonica
Ao7U1tectonlca
Arquitectonica
Arquitectonica
Arquitectonica
Arquttectonlca
Arquitectonica
Arquilectonica
Arquitectonica
Arq tale ctonica
Arquilectonica
Arquitectonica
Arqultectonita
A1.300
A1.301
A1.302
A1.303
A1.304
A2.101
A2.102
A2,103
A2.104
A2.105
A2.106
A2.107
A2.108
A2.109
A2.110
A2.301
A2.3 02
A2.3 03
A2.304
A3.101
A3.102
A3.103
A3.104
A3,105
A3.106
A3.107
A3.108
A3,169
A4.101
A4,102
A4.103
A4.104
A4.201
A4.202
A4.203
A4,204
A5.101
A5.102
A5.103
A5,104
A5.105
A5.106
A5.107
A5.108
A5.109
A5.1111
A5.111
A5.112
A5.113
A5.114
A5.115
A5.116
A5.117A
A5.1178
A5,11B
A5.119
A5.120
A5,121
AS.122
A5,123
A5.124
A5.125
A7.101
A7.102
A7.103
A7.104
A7.105
A7.106
Residential Key Plan 5/18/2020
Unit Plans A Se ries 5/18/2020
Unit PlansA & 5 Series 5/18/2020
Unit Plans 0 Series 5/18/2020
Unit Plans B & C Series 5/18/2029
Level 1 Celliny, Plan 5/18/2020
Level 2 (P1) Plan 5/18/2020
Level3 (P2) Plan 5/18/2020
Level 4 (P3) Plan 5/18/2020
Level 5 (P4) Plan 5/18/2020
Level 6 Ceiling Plan 5/18/2020
Level? Plan 5/18/2020
Level Plan 5/18/2020
Level 9 Ceiling Plan 5/18/2020
Level 10 RCP 5/18/2920
Unit Ceiling Plans A Series 5/18/2020
Ugh Ceiling Plans & 6 Series 5/18/2020
Unit Ceiling Plans B Series 5/18/2020
Unit Ceiling Plans 8 & C 5ertes 5/18/2020
North Elevation 5/18/2020
South Elevation 5/18/2020
East Elevation 5/18/2020
West Elevation 5/16/2020
Courtyard North Elevation 5/16/2020
Courtyard South Elevation 5/18/2020
Courtyard West Elevaticn 5/10/2020
Interior Retail Elevations 5/18/2020
Club House Elevations 5/18/2020
East-West Section 5/18/207D
East-West Section 5/18/2020
North-SodtT Secttoh _-- 1/18/2020_--
North -South Section 5/18/2020
Wa[I Sections 5/18/2020
Wail SecltOns 5/18/2020
Wall Sections 5/18/2020
Wall SecltOns 5/18/2020
Transfer Stair Pions & Sect ions 5/18/2020
Transfer Stair Plans & Sect inns 5/18/2020
Stair2 Plans & Section 5/18/2920
Stair 2 Section 5/18/2920
Transfer Stair Plans & Sections 5/18/2920
Transfer Stair Plans & Sections S/18/2020
Stair4 Plans & Section 5/18/2020
Transfer Stair Section 5/18/2020
Stair 5 Plans & Section 5/18/7020
Transfer Star Section 5/18/2020
Stair 6 Plans & Section 5/18/2020
Transfer Stair Section 5/18/2020
Stair 7 Plans & Section 5/18/2020
Stair 02 Section
Stair Plans
Stair Plans
Trash Chute Plans Section
Trash Chute plans Section
Freight Elevators Plans Section
Residential Elevators Plans 5ectien
Residential Elevators plans Section
Residential Elevators Plans Section
Retail Core Elevators Plans Section
Tenant A Elevators Plans Section
Tenant A Escalator Plans Section
Retail Escalators Plans Section
Detalls:PartitieeTypes A & B Series
Details: Partltlon 'types
Details: Fire Stopping
Details: Eire Stepping
Details: Fire Stopping
Details; Fire Stepping
5/18/Z020
5/1B/2020
5/16/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/7020
S/18/2020
.5/18/7020
5/18/2020
5/18/2926
5/18/2020
5/18/2020
5/18/2020
5/18/2020
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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5-1.3.A
5 1.3.R
5-1.3.0
5-1.3.D
5-1,4.A
5-1.4.B
5-1.4.0
5-1.4.D
5-1.5.A
5-1.5.R
5-1, 5,C
5-1.5.D
5-1.6.A
5-1.6.B
51.6.0
5-1.6.D
5-1.7.A
5-1.7.R
5-1.7.0
5-1.7.0
5-1.6.1,A
5-1.8.1.B
5-1.8.1.0
5-1.8.1.D
5-1.8A
5-1.8.R
5-1.13.0
s-1.8.D
5-1.9A
S-1.9.R
s-1.9:C
5-1.9.D
5-1.10.AR
5-1.10.A
5-1.10.3R
5-1.10.B
5-1.10.1R
5-1.10.0
5-1.11AR
5-1.11.A
5-1.11.B R
5 1.11.8
5-1.11.CR
5-1.11.0
5-1.12AR
5-1.12.A
5-1.12.6 R
5-1.12.B
5-1.12.CR
5-112.0
5-1.13AR
5-1.13.A
5-1.13.BR
5-1.13 B
5-1.13.CR
5-1.13.0
5-1.14.AR
S-1.14A
5-1.14.BR
5-1.14.6
5-1.14.CR
5-1.14.0
5-1.15.AR
5-1.15A
5-1.15.8 R
S-1.15.6
5-1.15.CR
5-1.15.0
Partial Parking 2 Floor Framing Plan
Partial Parking 2 Floor Framing Plan
Partial Parking 2 Floor framing Plan
Partial Parking 2 Floor Framing Plan
Partial Parking 3 Floor Framing Plan
Partial Parking 3 Floor Framing Plan
Partial Parldng 3 Floor Framing Plan
Partial Parking 3 Floor Framing Plan
Partial Parking 4 Floor Framing Plan
Partial Parking 4 Fhor Framing Plan
Partial Parking 4 Fher Framing Plan
Partial Parking 4 Floor Framing Plan
Partial Retail 1A Floor Framing Plan
Partial Retail 1A Floor Framing Plan
Partial Retail 1A Floor Framing Plan
Partial Retail 1A Floor Framing Plan
Partial Retail 2A Floor Framing Plan
Partial Retail 2A Floor Framing Plan
Partial Retail 2A Floor Framing Plan
Pa rtiat Retail 2A Floor Framing Plan
Partial Mechanical Floor Flaming Plan
Partial Mechanical Floor Framing Plan
Partial Mechanical Floor Framing PLin
Partial Mechanical Floor Framing Plan
Partial Retail 3A Floor Framing Plan
Partial Retail 3A Floor Framing Plan
Partial Retail 3A Flaw Framing Plan
Partial Retail 3A Floor framing Plan
Partial Amenity Floor Framing
Partial Amenity Floor Framing
___-- "Partial AinenityAoarTraining
Partial Amenity Floor Framing
Partial lath & 11th Level Reinforcing Plan
Partial loth & 11t11 LevelFlamillg Plan
Portial1alh& 11th Reinforcing Plan
Partial 10th & 11th Level Flaming Plan
Partial lath & llth Level Reinforcing Plan
Partial Toth & 11th Level Framing Plan
Parts a112th Level Reinforcing Plan
Partial 12th Level Framing Plan
Partial 12th Level Reinforcing Plon
Partial 12th Level Framing Plan
Partial 12th Level Reinforcing Plan
Partial 12th Level Framing Plan
Partial 13th Reinforcing Plan
Partial131h Level Framing Plan
Partial 13th Reinforcing Plan
Pallial13th Level Flaming Plan
Partial 13th Reinforcing Plan
Partial 13th level Framing Plan
Partial 14th & 15th Reinforcing Plan
Partial 141h & 15th Level Framing Plan
Partial 14th & 151h Reinforcing Plan
Partial 14th & 15th Level Framing Plan
Partial 14th & 15th Reinforcing Plan
Partial 14th & 151h Level Framing Plan
Partial 161h Reinforcing Plan
Partial 16th Level Framing Plan
Partial loth Reinforcing Plan
Partial 16th Level Framing Plan
Partial 161-11 Reinforcing Plan
Partial 15th [eves Framing Plan
Partial 17th & 18th Reinforcing Plan
Partial 17th & 18111Level Framing Plan
Partial 17th & 18th Reinforcing Plan
Partial 171h & 181h Level Framing Plan
Partial 17th & 18th Reinforcing Plan
Partial 17th & 18th Level Framing Plan
3/10/2020
3/10/2020
3/10/2020
5/24/2019
3/10/2020
3/10/2020
3/10/2020
5/24/2019
3/10/2020
3/10/2020
3/10/2020
5/24/2019
3/10/2020
3/10/2020
3/10/2020
5/24/2019
3/10/2020
3/10/2020
3/10/2020
5/24/2019
3/10/2020
3/111/2020
3/111/2020
3/10/2020
3/10/2020
3/10/2020
3/10/2a20
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5/24/2019
5/24/2019
.__.5/24/21210
5/24/2019
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5/24/2019
5/24/2019
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5124/2019
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5/24/2019
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00077664.16 ADSLLP-00077664.
#78118405 v2
Packet Pg. 91
3.1.a
Arq ultectonica
Arq uilectonica
Arq ullectonica
Arq uitedonica
Arq uilectonica
Arq uilectonica
Arq ullectonica
Arq uilectonica
Arq tidednnlca
Arquitedonica
ArquRectonica
ArquRectonica
ArquRedonica
Arq ate donira
ArquRectonica
ArquRectonica
Arquitectonica
Argidectnnica
Arq uilectonica
Arq uitedcnfca
Arq uitedonica
Arq uitedonica
Arq uilectonica
Arq uitedonica
Arq uitedonica
Arq uitedonica
Arq uitedonica
Arq ullectonica
Arq uitedonica
ArquRectonica
Ar jtide"donica---"__-"--
Arq uifectonlca
Arq uhectonica
Arquheclonlca
ArquRectonica
Alq ulte ctonica
Arq uilectonica
Arq uitedonica
A7.107
A7.108
A7.109
A7.110
A7.111
A7,112
A7.113
A7,114
A7.115
A7.116
A7.117
A8.101
4.8.102
A8.103
A8.104
A8.105
A8.106
A8.107
A8.108
AR.109
AB.110
A8.111
A3.112
A8.113
A8.114
A8.115
A8.116
L51.100
LS1.101
LS1.102
i51.103
LS1.104
L51.105
L51.106
15.1.107
LS1.108
L51.109
L51.119
Details: Glaxing
Details: Doors
Details: Doors
Details: Stairs& Railings
Details: Reciting
Details: Roofing
Details: Roofing
Details: Miscellaneous
Details: Expansion Joint Details
Details: Accessibility
Details: Accessibility
Schedule: Windows
Schedule: Windows
Schedule: Glazing
Schedule: Glazing
Schedule: Glazing
Schedule: Glazing
Schedule: Glazing
schedule: Glazing
Schedule: Glazing
Schedule: Glazing
Schedule: Glazing
Schedule: Glazing Breezeway
Schedule: Glazing Club House
Schedule: Door- Units
Door Schedule Common Areas
Schedule: Finishes
Me Safety Notes & Legend
Level 1 Life Safety Plan
Level 2 Lde Safely Plan
ieiefil rtr6 SAteiy.Plan ___--
Level 4 Life Safety Plan
Level5life safety Plan
Level 6 Lire Safety Plan
Level7 Life Safety Plan
Level 8 LRe Safety Plan
Level 9 Lile Safety Plan
Leve 110/1YP.7ower Life Safely Plan
5/18/2020
S/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
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5/18/2020
5/15/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
5/18/2020
1718/23220 ._.
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5/1.8/2020
CIVIL
DRAWING NO.
DRAWING TITLE
DATE
GRAFF
GRAEF
GRAFF
GRAEF
GRAEF
GRAEF
GRAEF
GRAEF
GRAEF
GRAEF
GRAEF
GRAEF
GRAEF
GRAEF
GRAEF
GRAEF
GRAEF
C5-0
CS-1
CS-2
CS-3
CS-4
CS-5
CS-6
CS-7
CS-8
CS-9
CS-10
CWS-1
CWS-2
CWS-2A
CWS-3
CWS4
CWS-5
Cover Sheet
Layout Plan
Striping/Signage Plan
Paving -Grading -Drainage Plan
Site Details
Site Details and Sections
Drainage Details
Drainage Details
Drainage Details
Drainage Details
Stormwater Pollution Prevention Nolesand Plan
Water and Seeet Notes
Water and Sewer Plan
Water Detail and Profiles
Sewer Profiles
Water Turbo -Meter Details
Water Details
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/202D
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5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
STRUCTURAL
DRAWING NO.
DRAWING 11TLE
DATE
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc,
5-1.0A Structural Notes
5-1,08 Structural Notes
5-1.1A Partialloundaticn/Ground Flom Plan
5-1.1.13 PartialFoundation/Ground Floor Plan
5-11-2 PartlalFoundatlon/Ground Fleur Plan
S-1,1.D Part}alFoundatien/Ground Floor Plan
5-1.1.E Partial Second Floor Ramp Framing
5-1.2.A Pa dial Parking 1 Floor Framing Plan
5-1.2.8 Partial Parking 1 Floor Framing Plan
5-1,2.0 Padlal Parldng 1 Floor Framing Plan
5-1,2,D Partial Parking 1 Floor Framing Plan
5/24/2019
5/24/2019
3/10/2020
3/10/2020
3/10/2020
3/10/2020
5/24/2019
3/10/2020
3/10/2020
3/10/2020
5/24/2019
ADSLLP-00077664.16
#78118405_v2
ADSLLP-00077664.
Packet Pg. 92
3.1.a
De Los Reyes Engineering, Inc. 5-1.16.AR
❑e Los Reyes Engineering, Inc. 5-1.16.A
De Los Reyes Engineering, Inc. 5-1.16.BR
De Los Reyes Engineering, Inc. 5-1.16.0
De Los Reyes Engineering, Inc. 5-1.16.CR
De Los Reyes Engineering, Inc. 5-1.16.0
De Los Reyes Engineering, Inc. 5-1.17,AR
De Ins Reyes Engineering, Inc. 5-1.17.A
De Los Reyes Engineering, Inc. 5-1.17.0R
De Los Reyes Engineering, Inc. 5-1.17.6
De Los Reyes Engineering, Inc. 5-1.17.CR
De Los Reyes Engineering, Inc. 5-1.17.0
De Los Reyes Engineering, Inc. 5-1.19.A
De Los Reyes Engineering, Inc. 5-1.18.B
De Los Reyes Engineering, Inc. 5-1.19.0
De Los Reyes Engineering, Inc. 5-1.19.A
De Los Reyes Engineering Inc. 5-2.1
De Los Reyes Engineering, Inc. 5-2.2
De Los Reyes Engineering, Inc, S-2,3
De Los Reyes Engineering, Inc. 5-2.4
De Los Reyes Engineering, Inc. S-2.5
De Los Reyes Engineering Inc. 5-3.14
De Los Reyes Engineering, Inc. 3.3.7.
De Los Reyes Engineering, Inc. 5-3.2
De Los Reyes Engineering, Inc. S-3.3
De Los Reyes Engineering, Inc. 5-3.4
De Las Reyes Engineering, Inc. S-3.5
De Los Reyes Engineering, Inc. 5-3.6
De Los Reyes Engineering, Inc. S-3.7
De Los Reyes Engineering, Inc. 5-3.8
De Los 1Reyes Ehgmee ring;Inc.-----S-3.9__-
De Los Reyes Engineering, Inc. 5-3.10
De Los Reyes Engineering, Inc. 54.1
De Los Reyes Engineering, Inc. 5-4.2
De Los Reyes Engineering, Inc. 54.3
De Las Reyes Engineering, Inc. 54.4
De Los Reyes Engineering, Inc. 54.5
De Los Reyes Engineering inc. 54.6
De Los Reyes Engineering, Inc. 5-5.1
De Los Reyes Engineering, Inc. 5-5.2
De Las Reyes Englneerhrg Inc. 5.5.3
De Los Reyes Engineering, Inc. 5-5.4
De Los Reyes Engineering, Inc. 5-5,5
De Los Reyes Engineering Inc. 5-5.6
De Los Reyes Engineering Inc. 5-5.7
De Las Reyes Engineering, Inc. 5-5.R
De Los Reyes Engineering, Inc. 5-5.9
De Las Reyes Engineering, Inc. 5-5,1.0
De Los Reyes Engineering, Inc. 5-5.11
De Las Reyes Engineering, Inc. S-5.12
De Los Reyes Engineering, Inc. 5-5.13
De Los Reyes Engineering Inc. 5-5.14
De Los Reyes Engineering Inc. 5,.5.15
De Los Reyes Engineering Inc. 5-5.16
De Los Reyes Engineering, Inc 5-5.17
De Los Reyes Engineering, Inc. 5-5.11
De Las Reyes Engineering, Inc. S-5.19
De Los Reyes Engineering, Inc. 5-6.1
De Los Reyes Engineering, Inc. S-6.2
De Los Reyes Engineering, Inc, 5-6.3
De Los Reyes Engineering, Inc. S-6.4
De Los Reyes Engineering, Inc. S-6.5
❑e Los Reyes Engineering, Inc. 5£,6
De Los Reyes Engineering, Inc. 5-6.7
❑e Los Reyes Engineering, Inc. 5b,8
De Los Reyes Engineering, Inc. S-6.9
De Los Reyes Engineering, Inc. 5-6.10
De Los Reyes Engineering, Inc. S-6.11
Partial 191h Reinforcing Plan
Partial 19th Level Framing Plan
Partial 19th Reinforcing Plan
Pa rtial 19th Level Framing Plan
Partial 19th Reinforcing Pan
Pa rtia€19th Level Framing Plan
Partial Roof Reinforcing Plan
Partial Roof Framing Plan
Partlat Roof Reinforcing Plan
Partial Roof Framing Plan
Partial Roof Reinfe rcing Plan
Partial Roof Framing Plan
Partial Intermediate Roof Framing Plan
Partial Intermed ate Roof Framing Plan
Pa rtial 1 ntermed iate Roof Framing Plan
Partial Upper Roof Framing Plan
Details
Detail
Details
Details
Details
Concrete Beam Schedule East Tower
Concrete Beam Schedule North Tower
Concrete Beam Schedule North and East Tower
Concrete Beam Schedule North and East Tower
Concrete Beam Schedule North and Easl Tower
Concrete Beam Schedule North and East Tower
Concrete Beam Schedule North and Fast Tower
Concrete Ream Schedule North and Gast Tower
Concrete Beam Schedule North Tower
---ConcrefeBeaio Schedule East l'oweL. -__-- ----
Concrete Beam Schedule
Column Detail
Column Detail
Column Schedule EastTower
Column Schedule East Thwer
Column and Footing Schedule
Concrete Beam Detail
Pile & Cap Detail
Shear Wall Detail
East Shear Wall Detail
East Shear Wall (2)
East Slrear Wall Reinforcing
East Shear Wa€i No. 3
East Shear Wall No.3 Reinforcing
East Shear Wall No, 58 6 Reinforcing
COLS: E36, EB2, E112 & E113 (East) Reinforcing
Shear Wall No.1 North
Shear Wall 2 & 3 North
Shear Wall 2 & 3 North
Shear Wall No.4 North
Shear Wall No.4 North
Shear Wall No.4 & 5 North-SWN-5& 5WE4
Shear Wall No.6 & 7 North
Shear Wall No. 8 North
Shear Wall No.8 North
Column Reinforcing Plan
Shear Wall2N Reinforcing5chedule
Shear Wall Parking4. Retail1A
Parking-15hear Wall, Grd Floor SWN 4 Reinforcing Detail
Parking 2 10 Parldng 3 Shear Wall-Prking Shear Wall
Retail !A to Retail 2A Shear Wall, Retail3A Shear Wall
Amenities 9th Shear Wall 10th to Roof Shear Wall
Reinforringfor Grd Flr, Parking 1to Retail 3A, 4A
Grd to 9th Fir Amenities Floor Reinforcing Detail
Shear Wall N-n Reinforcing Detail
Park-4 Shear Wall N-9 Retail lA to Amenities Shear Wall N-n
Reinforcing Details -Amenities 9th Fir. loth-18th Fir
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2919
3/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/7.4/2019
5/24/2019
5/24/2019
5/24/2019
6/24/2019
5/30/2020
5/30/2020
5/30/2020
3/10/2020
5/30/2020
5/30/2020
5/30/2020
5/30/202.0
5/35/2020...____.
3/10/2020
3/10/2020
3/10/2020
5/24/2019
5/24/2019
3/10/2020
3/10/2020
5/24/2[119
5/24/2019
5/24/2019
3/10/2020
3/10/2520
3/10/2020
5/24/2019
3/10/2020
3/24/2019
3/10/2020
3/10/2020
3/10/2020
3/10/2020
3/10/Z020
3/10/2020
5/24/2019
3/10/2020
3/10/2020
3/10/2020
3/10/2520
3/10/2020
3/10/2620
5/24/2019
5/24/2619
5/24/2019
3/10/2020
3/10/2020
3/10/2020
3/10/2020
3/10/2020
ADSLLP-00077664.16 ADSLLP-00077664-.
#78118405 v2
Packet Pg. 93
3.1.a
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, inc,
De Los Reyes Engineering, inc.
De Los Reyes Engineering, inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Las Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering„ Inc.
➢e Los Reyes Engineering, Inc.
De Los Reyes Engineering Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Ire.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
❑e 1,0s Reyes Engineering, inc,
De cos Reyes Englneering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Les Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
De Los Reyes Engineering, Inc.
➢e Los Reyes Engineering, Inc.
5-6.12 Reinforcing Details Grd Floor and Parking
S-6,13 Shear Wall Reinforcing Retail /A, 2A, 3A, Amenities
5-6.14 10thto Roof FlonrSWE2 Reinforcing
5-6.15 Retail 1A, 2A, 3A Reinforcing Detail
5-6.16 Grd Fir SWN-4, Prlk-1to Retail 3A, Retail 4A Shear Relnf.
5-6.17 Grd Hr SWN-4,Pk1-Re1a113A, 4A Amenities to Roof Shear N-4
S-6,18 Shear Wall E-5 and E-6 Relnfnrdng ➢etaii
5-6.19 SWE- 5 and SW[-6 Reinforcing Detail
S-6.20 Shear Wall N-2 Reinforcing Detail
5-6,21 Shear Wall N-8 Reinforcing Detail
5.6.22 Shear Wall N-4 Reinforcing Detail
S-6.23 Shear Wall E-5, N-6, N-7 Reinforcing Detail
S-6.24 Shear Wall E-3 Reinforcing Detail
5-5.25 Shear Wall E-2 Reinforcing Detail
5 7.1 Sections 19 G rd Fir & Pile Caps
S-7.2 Connection Details Concrete Beams 1-13
5-7,2.1 Connection Details Concrete Beams 1-11 PCJ
5-7.2.2 Connection Detal€s Concrete Beams 1-1.1 PCJ
5-7.2.3 Connection Details Concrete Beams 1-14 PCJ
5-7.3 Sections ParkingGalage
5-7.3.1 Sedians I & 2 Edge Elevation Ramp
5-7.3.2 PCi and CM Connection Details
5-7,3,3 Connection Details et Ramp and Garage
5-7.4 Connection Details at Ramp and Garage
5-7.5 Concrete Detail Amenity Deck Details
5-7.9 Concrete Detail Amenity Deck Details
5-7.91. Concrete Detail Amenity Deck Details
5-7.9.2 Concrete Detail Amenity Deck Details
5-7.9.3 Concrete Detail Amenity Deck Details w/Planllu
5-7.9.4 Concrete Detail Amenity Deck Delailsw/Planter
5-7.9.5 Concrete 0etailAmentty➢eck Details
S-7.10 Past Tension Concrete Tle-In Details
5-8.1 North Bldg C.Iev, Windows and Doors Positive Pressures
S-8.2 North Bldg Elev, Windows and Doors Negative Pressures
S-8.3 West Elevations Windows and Doors Positive Pressures
5-8.4 West Elevations Windows and Doors Negative Pressures
5-8.5 East Elevations Windows and Doors positive pressures
5-R.6 East Elevations Windows and Doors Negative Pressures
5-B.7 South Bldg Elev, Windows and Dools Positive Pressures
5-8.8 South Bldg Elev, Windows and Doors Negative Pressures
5.8.9 Windows and Doors Positive Pressures. Roof Plan
5-8.10 Windows and Doors Negative Pressures Roof Plan
3/10/2020
3/10/7020
3/10/2020
5/24/2019
5/24/2019
5/24/2019
3/10/2020
5/24/2019
5/24/2919
5/24/2019
5/24/2919
5/24/2019
5/24/2019
5/24/2019
3/10/2020
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/14/2019
5/24/2919
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/2019
5/24/21119
5/24/2019
5/24/2019
5/24/2019
MECHANICAL
DRAWING ND,
DRAWING TITRE
DATE
JALRW
IALISW
(ADM
Alm
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
IALRW
IALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
IAtR W
JALRW
JALRW
JALRW
JALRW
ETR-1 Load Calculations Common Areas
E1R -2 Load Calculations Apartments
M001 HVAC General Notes, and legends
MOO2 HVAC Specifications
M101A HVAC Partial Plan -Ground Floor
M10115 HVAC Partial Plan -Ground Floor
M101C HVAC Parllal Pktn-Ground Floor
M101D HVAC Partial Plan-GrOnnd Floor
M102A HVAC Partial Plan -Parking Level 1(Leve12)
M102B HVAC Partial Plan -Parking Level1(I.Ve12)
M102C HVAC Partlaf Plan -Parking Level l(Level2)
M102D HVAC Partial Plan -Parking Level 1
M103A HVAC Partial Plan -Parking Level 2 ( Level 3)
M1.0313 HVAC Partiai Plan -Parking Level 2 (Level 3)
M103C HVAC PaRla1 Plan -Parking Level 2 (Level 3)
M103D HVAC partial Plan -Parking Level 2 (Level 3)
M104A HVAC Partlaf Phan -Parking level 3 (Level 4)
M10413 HVAC Partial Pta n-Parking Level 3 (Level 4)
M 104C HVAC Partial Pia n-Parking Level 3 (Level 4)
M104D HVAC Partial Plan -Parking Level 3 (Level 4)
M 105A HVAC Partial Plan -Parking Level 4 (Level 5)
M1953 HVAC Partial Plan -Parking Level 4 (Level 5)
M1O5C HVAC Partial Plan -Parking Level4 (Level 5)
M105D I-IVAC Partial Phan -Packing Level 4 (Level 5)
M106A HVAC. Partial Plan -Recall Leve11A (Level 6)
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/202D
.5/29/2020
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5129/2020
5/29/2020
5/29/2020
5/Z9/2020
5/29/2020
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00077664.16
#78118405_Y2
ADSLLP-00077664.
Packet Pg. 94
3.1.a
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JAIRW
JALRW
JAIRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JAI.RW
MAW
JALRW
JALRW
JALRW
1ALRW
JALRW
JALRW
JALRW
IA LAW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
M106R
M106C
M106D
M107A
M107R
M 107C
M107D
M108A
M1080
M108C
M 1080
M 118JMA
M108M8
M108MC
M 108M D
M 109A
M 1096
M109C
Mt 09D
M110A
M1100
M110C
M111A
M1118
M111C
M401
M402
M403
M404
M405
M406'..
M407
M501
M 502
M503
M504
Ms01
M602
54603
M604
M701
M702
M801
M802
M901
HVAC Partial Plan -Retail Level 1A (Level 6)
HVAC Partial Plan -Retail Level SA (Level 6)
HVAC Partial Plan -Retail Level 1A (Level 6)
HVAC Partial Pfan-Relail Level 2A (Level 7)
HVAC Partial Plan -Retail Leve12A (Level 7)
HVAC Partial Plan -Retail Leve € 2A (Level 7)
HVAC Partlal Plan -Retail Level 2A (Level 7)
HVAC Partial Plan -Retail Love) 59 (Level 0)
HVAC Partial Plan -Retail Leve 13A (Level 8)
I IVAC Partial Plan -Retail Leve 13A (Level 8)
HVAC Partial Plan -Retail Lave 13A (Level 8)
HVAC Partial Plan -Level 8 (Mechanical)
HVAC Partial Plan -Level 8 (Mechanical)
HVAC Partial Plan -level 8 (Mechanical)
HVAC Partial Plan -Level 8 (Mechanical)
HVAC Partial Plan -Level 9
HVAC Partial Plan -Level 9
HVAC Partial Plan -Level 9
HVAC Partial Plan -Level 9
HVAC Partial Plan -Typical Level (10-19)
HVAC Partial Plan -Typical Leve€ (10-19)
HVAC Partial Plan -Typical Level (10-19)
HVAC Partial Plan -Roof Level (20)
HVAC Partial Plan -Roof Level (20)
HVAC Partial Plan -Roof Level (20)
HVAC Enlarged Unit Plans -A Series
HVAC Enlarged Unit Plans- R Series
HVAC Enlarged unit Plans - R serles
I-IVAC Enlarged Unit Plans
HVAC Enlarged Plans
_.._-10VACEntarged Roof Mans
HVAC Enlarged Plans - Elevator Rooms
HVAC Details
HVAC Details
HVAC Details
HVAC Details
HVAC Schedules
HVAC Schedules
HVAC Schedules
HVAC Schedules
HVAC (VRV) Diagrams
HVAC (VRV) Diagrams
Smoke Control Sequence of Operation and General Notes
HVAC Risers
HVAC Risers
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PLUMBING
DRAWING NO.
DRAWING 1111E
DATE
JALRW
JALRW
JALRW
JALR W
JALRW
JAIRW
JALR W
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
P001 Plumbing General Notes, Legend and Schedules
P10SA Plumbing Partial Plan -Ground Floor
P1018 Plumbing Partial Plan -Ground floor
1€101C Plumbing Partlal Plan -Ground Floor
P101D Plumbing Partial Plan -Ground Floor
P102A Plumbing Partlal Plan - Parking Level 1. (level 2)
P1028 Plumbing Partial Plan - Paridng Level 1 (Level 2)
P102C Plumbing Partial Plan - Parking Levoll (Level 2)
P102D Plumbing Partial Plan- Paridng Level 1 (Level 2)
P103A Plumbing Partial Plan - Parking Level 2 (Level 3)
P10313 Numbing Partial Plan - Parking Level 2 (Level 3)
P103C Plumbing Partial Plan - Parlang Level 2 (Level 3)
P103D Plumbing Partial Plan - Parking Level 2 [Level 3)
P104A Plumbing Partial Plan - Padang Level 3 (Level 4)
P1046 Plumbing Partial Plan - Parking Level3 (Level 4)
P104C Plumbing Partial Plan - Parking Level 3 (Level 4)
P104D Plumbing Partial Plan - Parking level 3 (Level 4)
P105A Plumbing Partial Plan - Paridng Level4 (Level 5)
P10513 Piumbing Partial Plan - Parking Level 4 (Level 5)
P105C Plumbing Partial Plan - Parking Level 4 (Level 5)
P195D Plumbing Partial Plan - Parking Level4 (Level 5)
P106A Plumbing Partial Plan - Retail Level to (Level 6)
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5/29/2020
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00077664.16 ADSLLP-00077664.
#78118405 v2
Packet Pg. 95
3.1.a
JALRW
1ALR W
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JAIRW
JALRW
JAIAW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALR W
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
P1068 Plumbing Partial Plan -Retail Level 3A (Level6)
P106C Plumbing Partial Plan -Retail Level IA (Level 6)
P1060 Plumbing Partial Plan - Retail Level IA (Level 6)
P107A Plumbing Partial Plan -Retail Level 2A (Level 7)
P10713 Plumbing Parial Plan - Retail Level 2A (Level 71
P10%C Plumbing Partial Plan - Retail Level 2A (Level 7)
P107D Plumbing Partial Plan - Retail Level 2A (Level 7)
P108A Plumbing Partial Plan - Retail Level 3A (Level 8)
P1083 Plumbing Partial Plan - Retail Level 3A (Level 8)
P108C Plumbing Partial Nan -Relail Level 3A (Level 8)
P1.0811 Plumbing Partial Plan - Retail Level 3A (Level 8)
P108MA Plumbing Partial Plan - Level 8 (Mechanlco1)
P108MB Plumbing Partial Plan s Level 8(Mechanleal)
P108MC Plumbing Partial Plan- Level 8 (Mechanlcai)
P108MD Plumbing Partial Plan. Level 8 (Mechanical)
P109A Plumbing Partial Plan - Level 9
P10913 PlnmbingPartial Plan - Level 9
P109C Plumbing Partial Plan - Level9
P1.09D PlumbingPartlal Plan - Level9
P110A Plumbing Pal llal Plan -Typical Level (11-19)
P110B Plumbing Partial Plan Typical Level (10-19)
P110C Plumbing Partial Plan -Typical Level (10-19)
P111A Plumbing Partial Plan - Roof Level (Level 20)
P1118 Plumbing Partial Plan - Roof Level (Level 20)
P111C Plumbing Partial Plan - Roof Level (Level 20)
P401 Plumbing Enlarged Unit Plans- ASe nes
P402 Plumbing Enlarged Unit Plans-R Series
P403 Plumbing Enlarged Unit Plans -Amenities Level
P501. Plumbing Details
P502 Plumbing Details
".P503. ....... P1timb1ng DktaTis-.
P901 Plumbing isometrics
P902 Plumbing isometrics
P903 Plumbing Is0lnetrics
P904 Plumbing Isometrics
P945 Plumbing !winch-RS
P906 Plumbing Isometrics
P907 Plumbing Isometrics
P908 Plumbing Isometrics
P909 Plumbing Isometrics
P910 Plumbing Isometrics
P911 Plumbing Isometrics
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FIRE PROTECTION
DRAWING NO,
DRAWING TITF-E
DATE
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
IALR W
JALR W
JALRW
JAIRW
JAJR W
JALRW
JALRW
JALRW
JALRW
JALRW
JALRW
FP001
FP101
FP102
FP103
FP104
FP105
FP106
FP107
FP108
FP108MA
FP108MB
FP108MC
FP108M D
FP109
FP110
FP111
FP401
PP402
FP501
Tire Protection General Notes, Legend and Details
Fire Protection Floor Plan -Ground Floor
Fire Protection Floor Plan- Parking Leve 11(Level 2)
Fire Protection Floor Phan- Parking Level 2 (Level 3)
Fire Protection Floor Plan- Parking Level 3 (Level 4]
Fire Protection Floor P€an- Parking Level4 (Level Si
Fire Protection Floor Plan -Retail Level 1A (Level 6;
Fire Protection Floor Plan- Retail Level 2A (Level 7;
Fire Protection Floor Pin -Retail Level 2A (Level B;
Fire Protection Floor Plan - Level 8 (Mechanical)
Fire Protection Floor Plan - Level 8 (Mechanical)
Fire Protection Floor Nan - Level 8 (Mechanical)
Fire Protection Floor Plan - Level 8 (Mechanical)
Fire Protection Door Plan - Level 9
Fire Protection Floor Plan -Typical Level (10-19)
Fire Protection Roof Plan Level (20)
Fire Protection Enlarged Unit Plans - A Se ries
Fire Protection Enlarged Unit Plans-B Series
Fire Protection Details
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ELECTRICAL
DRAWING NO.
DRAWING TITLE
DATE
JAIRW
JALRW
JALRW
JALRW
JALRW
E001
E002
Elea
E101A
11018
Ele tlica General Notes
Electrical Legend aid 5chedrde
Electric9 Site Plan
Pover Partial Ran -Ground Pk,
Paver Partial Flee -Ground Fick.
5/29/2020
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ADSLLP-00077664,16
#78I18405_v2
ADSLLP-00077664.
Packet Pg. 96
3.1.a
JAIRW E101C
JALRW E501171
SALRW E107A
JALRW E1079
JALRW HNC
JALRW E1020
JALRW E193A
JALRW E103E
JALRW El33C
JALRW F1o3o
JALRW E104A
JALRW FL1746
JALRW E1u4c
JALRW F.1041n
JALRW E105A
JALRW E105E
JALRW E1o5c
JALRW E10517/
JALRW E106A
JALRW E1053
JALRW E106C
JALRW E10619
JAIRW E107A
JALRW El.079
JALRW E107C
JALRW F107P
JAIRW E]06A
JALRW El DEB
JALRW Ef305
JALRW E1080
JALRW .___..E1oelwa_..
JALRW E10810E1
JALRW F.10EMC
JALRW E108ML1
JALRW E109A
JALRW E3.1090
JAIRW F109c
JALRW E119D
JAIRW E110A
JALRW E11013
JALRW 6110C
JALRW F111A
JALRW E111E
JAIRW F111c
JALRW E301
JALRW E302
JALRW E303
JALRW 1304
JALRW E401
JALRW E402
JALRW E407
JAIRW E404
JAIRW F405
JALRW E406
JALRW E407
JALRW E41R
JALRW F501
JAIRW F502
JALRW E5031507)
JALRW E601
JALRW E602
JALRW E503
JALRW E504
JALRW E605
JALRW E606
JALRW Ego?
JAIRW 0608
JALRW E6o9
Power Palle/ Pan -Ground Flom
Paver Partial Plan -Ground Haar
Electdcd Partial Plan -Parking Level (level 7)
Electrical Partial Plan -Parking Level/ (Level 2)
Eledrlc4 Partial Pan -Pa -king Level (Level 7)
Flectrica: Partial Pan -Paling Level 1(Level 2)
Electrical Parh'a1 Flan -Pa -king Level 0 {Level 3)
Electrical Pared Pan -Patting Level 2 (Level 3)
Electric4 Partial Nan -Pa -king LeVel 2 )Level 3)
Electrical Perdu.] Plan-Paldrg Level 2. Revel 3)
Electrical Partial Nan -Parking Level 7 (Level 4)
Electrical Partial Nan -Parking Level 3 (Lave14)
Electrical Pardo Nan -Pak re level a (1002l4)
Electrical Partial Nan -Parking Level 3 (level 4)
Electrical Partied Nan -Paling Level 4(Level 5)
Elertrcd Partial Nan -Perkins Level 4 (Level 5)
Electrical Partial Nan -Parking Level 4(Level 5)
Eleclricd Pagel pan-Paridng Level 4(Level 5)
Electrical Partial Plen-Re0d1 Level 1A (Level 61
Electrical Partial Plan-Retd1 Leve11A (Level 6)
Electrical Pardo! Flan-Rela1 Level 1A (Level 6)
ElecMc2 Partial P€en-Betel Love/ 1A (I.eval 6)
Eloctrical Partial Han-9eta1 Level 2A(Leve1 7)
Electrical Partial Nan -Retail level 2A (Level 7)
Electrical Partial Man -Retail Level 2A(Level 7)
Electrical Partial Plan -Retail Level 2A (Level 7)
Electrical Partial Nan-Rata1 lever 3A Revel )
Flecrricd Portal Plan-Reteil Leve13A (Level 8)
Elecnfc2 Partial Nan -Retail Levet 3A )Leve18)
Elecrccal Partial flan -Retell Leval3A (Level 8)
•EreEtrIcel Partialt0af= Level "0.,telaiarilIEll8
Electrical Partial Flan - Level 8 (Mechanical)
Eledriwl Partial Plan - Level E (Mechanical
Electrical Partial Nan -Level 8 (Mechanical
Paver Parti2 Plan -level 9
Power Partid Plan -Level 9
Electrical Partial Non - Leval 9
paver Partial Plen-ieuel 9
Electrical Per2ol Plan -Typical Level (10.19)
Electrical Parts Plan-Typied Level (10.19)
Electrical Pa0s4 Plan- ypic2 Level (1R 19)
Electrical Partial Nan -Roof Level (Level 7A)
Electrical Portal Nan -Roof Level (Level 20)
Electrical Partial Plan -Roof Level (Level 20)
Fire Alarm/o0AIrelecom iliser Lk4rani
Fire Al a-m/RE14ffe1ecvm Riser L\tsrarn
Power Riser Diagram
Power Riser Dim ram
Electrical Enlarged PIB7-Greund flour
Electrical Enlarged Plen-Second Floor
Electrical Enlarged Nano-4th to 19th Level
Elect -Fired imaged Aans-15th Lave!
Eectrcal Enlarged ilni9 Plans -A & S Series
llectricd Enlarged Lhit Plats-Eeerles
Electrica Enlarged Linit Plans -C Seiiee
Electrical Enlarged /hit Nuns • Elevator Recurs
210,02cei petals
Electrical oetsls
E€eehlca Llata's
Panel Schedules
Panel Schedules
Pond schedules
Panel Schedules
Panel Schedules
Panel Schedules
Panel Schedules
Panel Schedules
Panel Schedules
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3/24/202R-
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ADSLLP-00077664.16 ADSLLP-00077664.
#78118405v2
Packet Pg. 97
3.1.a
JALRW E510
JALRW E611
JALRW Eti11
JALRW E613
JALRW E614
JALRW E675
JALRW F.616
JAIRW E617
JAIRW E701.1
JAIRW F701-2
JALRW Elm -a
JALRW E701-4
JALRW E7n1A
JALRW E7018
JAIRW E7CIC
.JALRW E7011)
JALRW E702-1
JALRW F707-2
JALRW E703-1
JAIRW F703-2
JALRW E704-1
JALRW E704-2
JALRW E705-1
JALRW F705.2
JALRW E709-1
JALRW E705-2
JAIRW E710•1
JALRW MD-2
FIRE ALARM DRAWING n
JAIRW FA001
JALRW FA101A
JALRW FA1010
JALRW FAi01C
JAIRW FA1010
JALRW FA102A
JALRW FA10213
JALRW FA102C
JALRW FA10213
JALRW FA103A
JALRW FA103R
JAIRW FA103C
JALRW FA1030
JALRW FA104A
JALRW FAI040
JALRW FA104C
JALRW FA104D
JALRW FA105A
JALRW FA1050
JAIRW F-A105C
JALRW FA1051)
JAtRW FA10GA
JALRW FA1060
JALRW FA106C
JALRW FA106D
JAIRW FA107A
JALRW FA1076
JALRW FA107C
3ALRW FA107D
JAIRW FA10811
JALRW FA1080
JALRW FA103C
JALRW FA10B0
JALRW FA109A
JALRW FA109R
JALRW FA109C
JALRW FA1090
JALRW FA110A
JAIRW FA1100
Penal Schedues 5/29/2020
Panel Schedules 5/29/2020
Panel Schedules 5/29/2020
Panel Schedules 5/29/2020
Panel Schedules 5/29/2020
Panel Schedules 5/29/2020
Panel Schedules 5/29/2070
Panel `sheduleo 5/29/2020
Photometric Fl vor Pan -Ground Floor -Normal blade 5/29/2020
Photometric Hoar Plan -Ground Fleur -Emergency Mode 5/29/2020
Phatc netec Floor Plan-R0H (ONE FL) - Normal Mode 5/29/2020
Photometric Floor Pla,-0OH (GN0 RI - Emergency Modn 5/29/2020
lighting Partial Flan - Ground Floor 5/29/2020
Lighting Partial Nan - Ground Floor 5/29/2020
Lighting Partial Plan • Ground Level 5/29/2020
Lighting Partial Ran - Ground Floor 5/29/2020
Photometric none Plea -Parking Levell - Normal Mode 5/29/2020
Photometric Hoer Flan -Parking Levell - Emergency Mode 5/29/2020
Fteremeritc Floor Flan -Parking Levet2- Normal Mole 5/29/2020
Photometric How Ran -Parking Level 2- Emergency Mode 5/29/2020
Photometric Hour Plan -Parking Level3 - Normal Made 5/29/2020
Photometric Harr Ran -parking level 3- Emergency Mode 5/29/2020
Pholonetric Ebro Plan -Parkins Lev8I4- NItlerndl Mode 5/29/2020
R,otonetric Horn Plan -Parking Level 4- Emergency Mode 5/29/2020
Photometric H our Plan -level 9-Normal Mode 5/29/2020
Photo metric floor Pen Level 1- Emergency Mode 5/29/2020
Photometric Floor Plan Level 10- Normal Mode 5/29/Z020
Photometric Floor ale, -revel 10 - Emergency Mode 5/29/2020
DRAWING 711LF OATS
Fire Alarm General Notes & Symbol Legend
Fire Alarm Partial Plan - Ground Floor
Fire Alarm Partial Plan - Ground Floor
Fire Alarm Partial Plan -Ground Floor
Fire Alarm Partial Plan - Ground Floor
Fire Alarm Partial Flan - Park€ng Level 1(level 2)
Fire Alarm Partial Plan - Parking Level 1(Level 2)
Fire Alarm Partial Plan - Parking Level l(Level 2)
Fire Alarm Partial Plan - Parking Level 1 (Level 2)
Fire Alarm Partial Plan - Parking Level 2 (Level 3)
Fire Alarm Partial Plan - Parking level 2 (Level 3)
Fire Alarm Partial Plan - Parking level 2 (Level 3)
Fire Alarm Partial Plan - Parking Level? (Level 3)
Fire Alarm Partial Plan - Parking Level 3 (Leve[ 4)
Fire Alarm Partial Plan -Parking Level 3 (Level4)
Fire Alarm Partial Plan - Parking Level 3 (Level4)
Fire Alarm Partial Plan - Parking Level 3 (Level4)
Fire Alarm Partial Plan - Parking Level4 (Level 5)
Fire Alarm Partial Plan - Parking Level4 (Level 5)
Fire Alarm Partial Plan - Parking Level4 (Level 5)
Fire Alarm Partial Plan - Parking Level4 (Level 5)
Fire Alarm Partial Plan - Retail Level 1A (Levet 6)
Fire Alarm Partial Plan - Retail Level 1A (Level 6)
Fire Alarm Partial Man - Retail Level 1A (Level 6)
Fire Alarm Partial Plan - Retail Level 1A (Level 6)
Fire Alarm Partial Plan - Retail Level 2A (Level 7)
Fire Alarm Partial Plan - Retail Level 2A (Level 7)
Fire Alarm Partial Plan - Retail Level 2A /Level 7)
Fire Alarm Partial Plan - Retail Level2A (Level 7)
Fire Alarm Partial Plan - RetaiI Level 3A (Level 8)
Fire Alarm Partial Plan - Retail Level 3A (Level B)
Fire Alarm Partial Plan -RetaiI Leve13A (Level 0)
Fire Alarm Partial Plan - Retail Level 3A (Level of
Fire Alarm Partial Plan- Level 9
Fire Alarm Partial Plan - Level 9
Fire Alarm Partial Plan- Level9
Fire Alarm Partial Plecl - WWI 9
Fire Alarm Partial Plan -Typical Level (10-19)
Fire Alarm Partial Plan -Typical Level (10-19)
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ADSLLP-00077664.16 ADSLLP-00077664.
#f78118405_v2
Packet Pg. 98
3.1.a
JALRW FA11OC
JALRW FA301
Fire Alarm Partial Plan -Typical Level (10-19)
Fire Alarm Riser Diagram
5/79/2070
5/29/2020
LOW VOLTAGE
DRAWING NO,
DRAWING TITLE
DATE
SIS- Systems integrated Solutions C5-9u0
515 - Systems Integrated Solutions SEC-1.01
SIS- Systems integrated Solutions 5Ec-9.02
SIS-Systems Integrated Solutions SEC-1.93
51S- Systems Integrated Solutions SEC-1.94
515 - Systems integrated Solutions SEC1.05
SIS - Systems Integrated Salutians sE24.Oe
SIS - Systems Integrated Solutions SEC-1.07
SIS - Systems Integrated Solutions 56G1.013
SIS - Systems Integrated Solutions SE01.09
SIS -Systems integrated solutions SEC2.01
SIS Systems Integrated Solutions SEC-3.01
5I5 - Systems Integrated Solutions Av 1.01
SIS - Systems Integrated solutions AV-1.92
51S - Systems Integrated Solutions Av 4.03
5)5-SySlems Integrated SalutionS AV-1.04
515 - Systems Integrated Solutions Av 1.05
SIS - Systems Integrated Solutions ev-1.06
5iS - Systems Integrated Solutions NET-2.01
SIS - Systems Integrated Solutions NE -3.m
SIS - Systems Integrated Solutions NET-3,62
5)5 - Systems Integrated Solutions NET-4.91
INTERIORS DRAWING NO.
Arq uitectonica 6500
Arq uitectonlca G001
Arq trite ctonica 112101
Ar9rlftectonira _....-......1D1A7
Arqultectunlca ID103
Arquitectonica ID104
Arqultectenlca ID105
Arqui[ectonica ID106
Arqu4ectonica 10201
Argo)ectonica 10202
Arqutectenica ID203
Arquitectonica ID204
Arqultecionica ID205
Arqu{tectonica ID206
Arq uitecienica ID207
Arq u0ectanica 10208
Arqu€tecionica ID209
Arq uiteclenle2 ID210
Arq uiteclonica ID401
Arq uiteclenica 10452
Arq uftectonica ID4D3
Arq uRectonita 101404
Arq uiteclontca ID405
Arq uitectonica 10406
Arq uitecion€ca ID407
Arq uitectnnica 10408
Arq ultertonlca 111409
Arqu0e ctonica 10410
Arq uiiertonica 10411
Arq uitectonica 10412
Arquitectonica 117413
Arq uitectonica 1D414
Arq uitectonica iD415
Arq uiterlmdca I0416
Arq uhectonica I9417
Arqultectonlca 10418
Arq uRectonica 10419
Arquilecton1ca €0420
Arq uilectonica 10421
Arq uitectonica 7D422
Arq u)tectonlca 10423
Arq uitectonica 115424
Cover Sheet Synrhol Legend and Sheet Index
Level l Roer Plen
Level 2 (P1) rlcar Poe,
Level 3 (P2) Floor Plan
Level 4lP3) Floor Plan
Level 5)04) Floor Ran
Level 6 95 rPies
tevel 7 Floor Plan
Level 8 Rev Plan
Level 9 Inn Pia,
seosrlty Details
Conduit 'Riser 17i rare
Level 1 Floa Plan
Level 2 (P11 Floor Nan
Level 6 Foor Plan
Level 7 Floor Plan
Level 8 Floor Plan
Level 5 Flow Plat
Audio fY_LeIlo
Unit Ions Series
Unit Ran 9Series
outlet csnfigura4on and Details
DRAWING TITLE
Cover Page
General Notes
Overall Plan -Level 1 Ground
....._.OveralPlan-level 9.Amenity
Overall Plan -Level 10 -20 Residential
Overall RCP- Level 1, Ground
Overall RCP - Level 9 - Amenity
overall RCP - Level 10-20 - Residential
Elevations-Level1 GrOund
Elevations -Level 1 Ground
Elevations -Level l Ground
Elevations-Leve € 9 -Amenity
Elevations Level 9 Typical Residential Corridor
Elevations Level 9 Typical Residential Corridor
Elevations Level 10-20 Typical Residential Cdrridor
Elevations Level 10-20 Typical Residential Corridor
Elevations Typical units
Elevations Typical Units
Enlarged Floor Plans - Ground FlOor
Enlarged RCP -Ground Floor
Enlarged Finish Plan -Ground Floor
Enlarged FurnRure plan - Ground Floor
Enlarged Plan- €,ever 9- Rosidentls)Arne nity
Enlarged RCP - Level 9 - Residential Amenity
Enlarged Finish Plan - Level 9 - Resklentlal A merrily
Enlarged Furniture Plan - Level 9 -Residential Amenity
Enlarged Furniture Pfan - Level -Typical Corrldor
Enlarged Plan - Level 9 -Typical Corridor
Enlarged RCP - Level Typical Corridor
Enlarged RCP - Level 9 Typical Corridor
Enlarged Finish Plan Level 9 Typical Corridor
Enlarged Finish Plan Level 9 Typical Corridor
Enlarged Plan Level 10 - 20 - Typical Corrior
Enlarged Plan Level 10 - 70 - Typical Corrior
Enlarged RCP Level 10- 20 Typical Corridor
Enlarged RCP Level 10 20 Typical Corridor
Enlarged Finish Plan Level 10-20 Typical Corridor
Enlarged Finish Plan Level 10-20 Typical Corridor
Enlarged Plans Unit -A Series
Enlarged Plans Unit -A&5 Series
Enlarged Plans Unit -R Series
Enlarged Plans Unit-0 & C Series
3/23/2020
3/23/2020
3/23/2020
3/23/20212
3/23/2020
3/23/2020
3(23/2020
3/23/2020
3/23/2020
3/23/2020
3/23/2020
3/23/2020
3/23/2020
3/23/2020
3/22/202D
3/23/2020
3/23/2020
3/23/2020
3/23/2020
3/23/2020
3/23/2020
3/23/2020
DATE
5/29/2020
5/29/2020
5/29/2020
...5/29/2320
5/29/2020
5/29/702..0
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/20212
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5(29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
.5/29/2020
5/29/2020
.5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/7020
5/29/2020
5/29/2.020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2070
5/29/2020
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00077664.16 ADSLLP-00077664.
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Arq ultectonica
Arq ultectonka
Arq uItedonica
Arq uilectooka
Arq uitectonica
Arq uitectunica
Arq uttedonlca
Arq rritectuuica
Arq uttectonica
Arq uitectunica
Arq uitectunica
Arqultecttnka
Arq uitectonica
Arquitectonica
ID415 Enlarged PCPS Unit -A Series
ID426 Enlarged RC PS Unit -A & S Series
10427 Enlarged RCPS Unit- 05eries
ID420 Enlarged HOPS Unit - B & C Series
105111 NUM Dolalls
ID502 Details
!D601. Finish Schedule
10502 Lighting Schedule
1D603 schedule -Plumbing & Equipment
ID504 Schedule Furniture
1D701 Millwork Details
ID702 Millwork Details
ID703 M 1ltwork Details
ID7r14 Millwork Details
5/29/2020
5/29/2020
5/29/2020
S/29/2020
5/2.9/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
GARAGE
DRAWING NO.
DRAWING 1171E
DATE
Walker Consultants
Walker Consultants
Walker Consultants
Walker Consultants
Walker Consultants
Walker Consultants
Walker Consultants
Walker Consultants
Walker Consultants
Walker Consultants
Walker Consultants
Walker Consultants
PG1.01 Leve11 Entry/Exit Plan
PG1.02 level 2 Parking Plan
PG1.03 Level 3 Parking Plan
PG1.04 Level 4 Parking Plan
PG1.05 Level 5 Parking Plan
PG1.06 Level6 Retail Plan
PG1.07 Level? Retail Plan
PG 1.08 Level B Retail Plan
PG4.01 Enlarged Entry/Exit Pbns
PG4,02 Enlarged Entry/Exit Plans Levels4 & 5
PG4.03 Conduit Legend -Equipment Legend, Bollard Details
PG6.01 Signage Schedule, 5ignage Detail, Mounting Details
03/10/20
03/10/20
03/20/20
03/1D/20
03/10/20
03/10/2.0
03/10/20
03/10/20
03/10/20
03/10/20
03/10/20
03/10/20
LANDSCAPING I DRAWING NO.
DRAWING 7171E
DATE
Witkin Design
.Witkbtlleslgn
Witkin Design
Witkin Design
Witkin Design
Witkin Design
Wltkln Design
Witkin Design
Witkin Design
Witkin Design
Wltkln Design
Witkin Design
Witkin Design
Witkin Design
Witkin Design
Witkin Design
HS-1
H52
HS-3
H5-4
HS-5
H5-6
IR-1
IR-2
IR-3
L-1
1--2.
L-3
LL-1
LL-2
TD-1
TD-2
Ground Hardscape Plan/Index
_...„Ground itadscape.klan
Hardscape Plan - Pool Level
Hardscape Details
Hardscape Details
Hardscape Details
Irrigation Plan - Ground
Irrigation Plan - Pool Level
Irrtgo5ion Details
Landscape Plan Ground Level
Landscape Plan Pool
Landscape Details
Landscape Lighting Plan - Ground
Landscape Lighting Plan - Pool Level
Tree Disposition Plan
Tree Disposition Schedule
5/29/2020
5/29/2020
5/29/2029
.5/29/202D
5/29/202D
S/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
5/29/2020
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00077664,16 ADSLLP-00077664.
#78118405_v2
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EXHIBIT "D"
SOVTHEAST OVER `O N/ AR WEST BOUNDARY MAP
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EXHIBIT "E"
Sketch of Overtown
•
•
25".1"11..62' i3:6`43{1"11,'_:=::1 C19:
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EXHIBIT "F"
Hiring Standards
• Criminal Eackgt'outid Standards
Developer will analyze the criminal record of a poanibil candidate .for employineat on a case -by -case
basis where the candidate's .e.eprdzontains. an indication of the following: (i) adjudication of guilt; (id) no
action; (iii) nolle "prose' ;'(iv) withhold of adjudication; and (v) suspended entry of sentence, Developer '
will make an individualized assessment of the information provided_,by the. applicant, taking into .
condiderattou 'the factOrs•'lfsted' in Salmi' V;&. '$"'of tho.•it,S: ,Equal Eiiiploymeztt Opportunity
Commiccaton's Enforcement' Guidance: Consideration' of Arrest anti Conviction Records in Employment
Decisions U'nder•'ItlleVrfof,thetivilRights y.ct;of'1964;,9ssnedAprit•25,2012: '
An. individualized'assea'sment geactalky'ah4iil=!eonsist,W :4'the employer informing the potential
candidate ihat.they may be excluded from employment 'at the ?reject because of past'critiunal conduct;
(li) providing the candidate en opportunity to demonstrate that the exclusion does not properly apply to
him or her; and (iii) ,a review and:asses9metit.of whether the additional .ird'ortnation provided by, the
potential pandidata, shows that the prior violation or alleged criminal wrongdoing is not job -related and
not consistent with -business necessity,
The -potential eandirlales showing'may include fufirnnation that the candidate was not eorrcctly identified
i rt the criminal record or that the record is otherwise inaccurate:. Other relevant individualized evidence
•
:eoftilidered by the Developer in its review of reedit of.drinlitial wrongdoing includes, but not iimitedto;
The facts orr circemstances surrounding the actual Fr alleged offense cc conduct;
Tho nunilier• of offenses for which the individual was arrested and/or convicted;
. Older age'at the time of eonviction, at release from prison;
Evidence that the individual performed the same type of work, post conviction, with same or a
different employer, with no known incidents of crumnal conduct;
The length and eoaaiatency of employment history before and after the offense or condixet;
Rehabilitation efforts (e.g. education, training);
• Employment or character references and any other information regarding fitness fora particular
position; and
• ' Whether the individual it banded under federal, state or local bonding program.
tf the' individual does not respond to tie Developer's attempt to gather additional information about their
criminal background, the Developer may'malee its employm ht decision without the'infornention.
pave}oiler considers' the following criminal offenses to be illuatradve of ' job related" or "inconsistent
withbusineas necessity"': .
• Aggravated Assault, at defined in s. 784.021, Fla, Statutes (2015) '
• Aggravated Batteri;'as denied in s. 784.03, 78,4,041 and 784:045; Fla, Statutes (2015)
■,.:Homicide,as.riOttnd:•iflleitapter.782,F#a Statutes(2Q15)• '. •• .
::Kidnapping o'r:Fals&I .ptisotimett' as 4efated in Chapter.787, Fie, Statutes (2015)
ADSLLP-00077664.16
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• Sexual Battery, as defined in Chapter 794, Fla. Statutes (?015)
■ gobb ry, as defined,in s. 812.12, et seq., Fla, Statutes (2015)
• Abuse, neglect or exploitation of an Elderly Personfs) or Disabled Person(s), as defined
in Chapter 827, Pia, Statutes.(2015) ,
▪ Abuse of Children, as defined in s. 827.03(2)(a) and 827.03(2)(b), Pla, Statutes, (2015)
■ Affray, Riots, as defined in Chapter 870, Fla. Statutes (2015)
• Grand Theft, as defined in s, 812.014,'Fla.'Statutes (2015), within 2 years of the date of
application for employment at the Project, •
• Felony Petit Theft, as defined ins 812 01d, Fla. Statutes (2015), within 2 years of the
date of application for einployut ate Project, ,
Packet Pg. 104
3.1.a
EXHIBIT "G"
CRA Grant Obligations
Name Par Amount Annual Debt Service Maturity Year
Mama Hattie $ unknown (est) unknown
Gibson Park Improvement Grant $14.1 million (See Exhibit G-1) 2030
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00077664.16
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EXHIBIT "G-1"
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3.1.a
EXHIBIT "H"
Office Space
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00077664.16
#78118405_v2
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Net Office Space
PROP. 9-L'_YEL',
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Attachment: File #8191 Exhibit A (8191 : Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
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3.1.a
EXHIBIT "I"
CRA Space
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00077664.16 ADSLLP-00077664.
#78118405 v2
Packet Pg. 109
'b99LL000-dTJSCI6
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LAYOUT PLAN FOOTNOTE
MASS I' IOW 61/11M-1-.14-1R
LAYOUT PLAN
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Attachment: File #8191 Exhibit A (8191 : Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
C1
3.1.a
EXHIBIT C
Form of Deferred Purchase Price Note
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00082410.9 10
#78088414_v2
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3.1.a
PROMISSORY NOTE
$7,000,000.00 Dated as of September 2, 2020
FOR VALUE RECEIVED, BLOCK 55 OWNER, LLC, a Florida limited
liability company, (the "Borrower"), hereby promises to pay to the order of
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT
AGENCY, a public agency and body corporate created pursuant to Section 163.356,
Florida Statutes (the "Lender"), at its offices at 819 NW 2nd Avenue, Third Floor,
Miami, Florida 33136, or such other place as Lender shall designate in writing from
time to time, the principal sum of Seven Million and No/100 Dollars ($7,000,000.00)
(the "Loan") in United States Dollars, together with interest thereon as hereinafter
provided.
1. INTEREST RATE. No interest shall be due under this Note if paid in full on
or before the Maturity Date. From and after the Maturity Date until paid in full this
Note shall bear interest at the Default Rate.
2. PAYMENT OF PRINCIPAL AND INTEREST. The outstanding principal. _..
balance shall be clue and payable in full on May 1, 2021 (the "Maturity Date"),
subject to the terms of Section 8 hereof.
3. APPLICATION OF PAYMENTS. Except as otherwise specified herein, each
payment or prepayment, if any, made under this Note shall be applied to pay accrued
and unpaid interest, if any, principal, and any other fees, costs and expenses which
Borrower is obligated to pay under this Note, in such order as Lender may elect from
time to time in its sole discretion.
4. TENDER OF PAYMENT. All payments on this Note are payable on or before
5:00 p.m. on the due date thereof, at the office of Lender specified above and shall be
credited on the date the funds become available lawful money of the United States.
5. PREPAYMENT. The principal amount of this Note may be prepaid in whole
or in part at any time, and from time to time, without premium or penalty. Any
prepayment shall be applied first to accrued and unpaid interest and then to
principal.
6. DEFAULT RATE. From and after the Maturity Date or from and after the
occurrence of an Event of Default hereunder, irrespective of any declaration of
maturity, all amounts remaining unpaid or thereafter accruing hereunder, shall bear
interest at a default rate of twelve percent (12%) per annum (the "Default Rate"),
or the highest permissible rate under applicable usury law, whichever is less, until
paid. Such default rate of interest shall be payable upon demand, and shall also be
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
CO
Attachment: File #8191 Exhibit A
ADSLLP-00082547.5 #78087027 v2
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3.1.a
charged on the amounts owed by Borrower to Lender pursuant to any judgments
entered in favor of Lender with respect to this Note.
7. Documentary Taxes. Borrower shall be liable for all documentary stamp
taxes assessed on this Note.
8. EVENTS OF DEFAULT. It shall constitute an event of default hereunder
(an "Event of Default") if Borrower fails to pay in full the outstanding principal
balance on the Maturity Date, except as otherwise set forth in this Section 8.
Notwithstanding the foregoing, Lender agrees not to seek to enforce this Note prior
to September 2, 2021 (the "Standstill Period") if not paid in full on or prior to the
Maturity Date, if the Eight Amendment dated as of September 2, 2020 by and
between Downtown Retail Associates, LLC, a Florida limited liability company, and
Lender (the "Eighth Amendment") is ratified by the Board of Commissioners of
Lender prior to the Maturity Date. If the Eighth Amendment is ratified by the Board
of Commissioners of Lender and (i) the Construction Conditions Precedent, as defined
in the Eighth Amendment, have been satisfied or waived by the executive director of
Lender, and (ii) Vertical Construction, as defined in the Eighth Amendment, occurs
on or before September 2, 2021, as provided in Section 8(C) of the Eighth Amendment,
then Borrower's obligation to pay the outstanding principal balance of this Note and
any interest thereon will be forgiven in accordance with the terms of the Eighth
Amendment.
9. REMEDIES. If an Event of Default exists, Lender may exercise any right,
power or remedy permitted by law or as set forth herein including, without limitation,
the right to declare the entire unpaid principal amount hereof and all interest accrued
hereon, to be, immediately due and payable. Notwithstanding the foregoing, Lender
agrees not to seek to enforce this Note during the Standstill Period, if any.
10. MISCELLANEOUS.
10.1. Attorneys' Fees and Expenses. If Lender retains the services of
counsel by reason of a claim of a default or an Event of Default hereunder, all costs
of suit and all reasonable attorneys' fees and such other reasonable expenses so
incurred by Lender shall be paid by Borrower, on demand, and shall be deemed part
of the obligations evidenced hereby.
10.2. No Implied Waiver. Lender shall not be deemed to have modified or
waived any of its rights or remedies hereunder unless such modification or waiver is
in writin g an d signed by.. Lender, ..and the.. n only to the extent specifically ..set forth.
therein. A waiver in one event shall not be construed as continuing or as a waiver of
or bar to such right or remedy in a subsequent event. After any acceleration of, or
the entry of any judgment on, this Note, the acceptance by Lender of any payments
by or on behalf of Borrower on account of the indebtedness evidenced by this Note
shall not cure or be deemed to cure any Event of Default or reinstate or be deemed to
ADSLLP-00082547,5 2
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reinstate the terms of this Note absent an express written agreement duly executed
by Lender and Borrower.
10.3. Waiver. Borrower, jointly and severally, waives demand, notice,
presentment, protest, demand for payment, notice of dishonor, notice of protest and
diligence of collection of this Note. Borrower consents to any and all extensions of
time, renewals, waivers, or modifications that may be granted by Lender with respect
to the payment or other provisions of this Note, and to the release of any collateral,
with or without substitution. Borrower agrees that makers, endorsers, guarantors
and sureties may be added or released without notice and without affecting
Borrower's liability hereunder. The liability of Borrower shall not be affected by the
failure of Lender to perfect or otherwise obtain or maintain the priority or validity of
any security interest in any collateral. The liability of Borrower shall be absolute and
unconditional and without regard to the liability of any other party hereto.
10.4. No Usurious Amounts. Anything herein contained to the contrary
notwithstanding, it is the intent of the parties that Borrower shall not be obligated
to pay interest hereunder at a rate which is in excess of the maximum rate permitted
by law. If by the terms of this Note, Borrower is at any time required to pay interest
at a rate in excess of such maximum rate, the rate of interest under this Note shall
be deemed to be immediately reduced to such maximum legal rate and the portion of
all prior interest payments in excess of such maximum legal rate shall be applied to
and shall be deemed to have been payments in reduction of the outstanding principal
balance, unless Borrower shall notify Lender, in writing, that Borrower elects to have
such excess sum returned to it forthwith. Borrower agrees that in determining
whether or not any interest payable under this Note exceeds the highest rate
permitted by law, any non -principal payment, including without limitation, late
charges, shall be deemed to the extent permitted by law to be an expense, fee or
premium rather than interest.
10.5. Partial Invalidity. The invalidity or unenforceability of any one or
more provisions of this Note shall not render any other provision invalid or
unenforceable. In lieu of any invalid or unenforceable provision, there shall be added
automatically a valid and enforceable provision as similar in terms to such invalid or
unenforceable provision as may be possible.
10.6. Binding Effect. The covenants, conditions, waivers, releases and
agreements contained in this Note shall bind, and the benefits thereof shall inure to,
the parties hereto and their respective . heirs,executors, administrators, successors
and assigns; provided, however, that this Note cannot be assigned by Borrower
without the prior written consent of Lender, and any such assignment or attempted
assignment by Borrower shall be void and of no effect with respect to Lender.
ADSLLP-00082547.5 3
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10.7. Modifications. This Note may not be supplemented, extended,
modified or terminated except by an agreement in writing signed by the party against
whom enforcement of any such waiver, change, modification or discharge is sought.
10.8. Jurisdiction. Borrower hereby consents that any action or proceeding
against it be commenced and maintained in any court within the State of Florida by
service of process as required by applicable law. Borrower agrees not to assert any
defense to any action or proceeding initiated by Lender based upon improper venue
or inconvenient forum.
10.9. Notices. Any notices and communication under this Note shall be in
writing and shall be deemed to have been given if delivered by hand, sent be
recognized overnight courier (such as Federal Express), or mailed by certified or
registered mail, return receipt requested, in a postage prepaid envelope, and
addressed as follows:
If to the Maker:
Block 55 Owner, LLC
2901 Florida Avenue
Coconut Grove, FL 33133
Suite 806
Attention: Michael Swerdlow
With a copy (which shall not constitute notice or service of process) to:
Bercow Radell Fernandez Larkin & Tapanes PLLC
Attention: Jeffrey Bercow, Esq.
200 S. Biscayne Boulevard
Suite 850
Miami, FL 33131
With a copy (which shall not constitute notice or service of process) to:
If to Lender:
Alvarez & Diaz-Silveira LLP
Attention: Real Estate Notices
355 Alhambra Circle
Suite 1450
Coral Gables, FL 33134
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00082547.5 4
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3.1.a
Attention: Cornelius Shiver, Executive Director
819 NW Second Avenue
Third Floor
Miami, FL 33136
With a copy (which shall not constitute notice or service of process) to:
William R. Bloom, Esq.
Holland & Knight, LLP
Suite 3300
701 Brickell Avenue
Miami, FL 33131
Notices personally delivered or sent by overnight courier shall be deemed given on
the date of delivery and notices mailed in accordance with the foregoing shall be
deemed given upon receipt or the date delivery is refused.
10.10. Governing Law. This Note shall be governed by and construed in
accordance with the substantive laws of the State of Florida without reference to
conflict of laws principles.
10.11. Continuing Enforcement. If, after receipt of any payment of all or
any part of this Note, Lender is compelled or agrees, for settlement purposes, to
surrender such payment to any person or entity for any reason (including, without
limitation, a determination that such payment is void or voidable as a preference or
fraudulent conveyance, an impermissible setoff, or a diversion of trust funds), then
this Note shall continue in full force and effect or be reinstated, as the case may be,
and Borrower shall be liable for, and shall indemnify, defend and hold harmless
Lender with respect to, the full amount so surrendered. The provisions of this Section
shall survive the cancellation or termination of this Note and shall remain effective
notwithstanding the payment of the obligations evidenced hereby, the release of any
security interest, lien or encumbrance securing this Note or any other action which
Lender may have taken in reliance upon its receipt of such payment. Any
cancellation, release or other such action shall be deemed to have been conditioned
upon any payment of the obligations evidenced hereby having become final and
irrevocable.
10.12. Waiver of Jury Trial. BORROWER AND BY ITS ACCEPTANCE
HEREOF, LENDER, HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY.. WAIVES ..THE . RIGHTS ..EAC.H .MAY HAVE T.O...A ..TRIAL BY
JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN), OR ACTION OF ANY OF THE
ADSLLP-00082547.5 5
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3.1.a
GUARANTORS, BORROWER OR LENDER. FURTHER, BORROWER AND
LENDER EACH WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR
RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL,
EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES
OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER
AND LENDER EACH ACKNOWLEDGES AND AGREES THAT THIS
SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND
THAT LENDER WOULD NOT EXTEND CREDIT TO BORROWER, AND
BORROWER WOULD NOT INCUR INDEBTEDNESS TO LENDER, IF THE
WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS
NOTE.
IN WITNESS WHEREOF, Borrower, intending to be legally bound, has duly
executed and delivered this Note as of the day and year first above written.
BORROWER:
BLOCK 55 OWNER, LLC, a Florida limited
liability company
By: SG MANAGER, LLC, a Florida limited
liability company, its Manager
By:
Michael Swerdlow
Manager
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00082547.5 6
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3.1.a
EXHIBIT D
Form of Deferred Purchase Price Guaranty
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00082410.9
#78088414 v2
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GUARANTY
THIS GUARANTY is given this as of the 2nd day of September 2020, by MICHAEL
SWERDLOW ("Swerdlow"), STEPHEN J. GARCHIK ("Garchik") and BLOCK 55 MEMBER,
LLC, a Florida limited liability company ("Member"; together with Swerdlow and Garchik,
collectively, the "Guarantors") jointly and severally in favor of the SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency
and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA").
RECITALS
A. BLOCK 55 OWNER, LLC, a Florida limited liability company ("Borrower") has
executed that certain promissory note dated as of September 2, 2020 in the original principal
amount of Seven Million and no/100 Dollars ($7,000,000.00) (the "Note") in favor of the CRA.
B. Guarantors will benefit from the Note and desire to jointly and severally guaranty
the payment of the Note in accordance with its terms, as hereinafter provided.
C. The CRA would not accept the Note from Borrower unless Guarantors agreed to
unconditionally guaranty the payment of the Note.
NOW, THEREFORE, in consideration of the CRA's making the loan to Borrower as
evidenced by the Note, which it is acknowledged and agreed that CRA is doing in full reliance
hereon, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Guarantors hereby jointly and severally hereby irrevocably covenants,
warrants and agrees as follows:
1. Guarantors hereby unconditionally, irrevocably and jointly and severally guarantee
to the CRA the full payment and performance of the Note in accordance with and subject to its
terms.
2. Guarantors hereby waive any and all requirement that CRA institute any action or
proceeding, at law or in equity, against the Borrower or against any other party or parties with
respect to the Note as a condition precedent to bringing any action against any Guarantors under
this Guaranty. All remedies afforded to CRA by reason of this Guaranty are separate and
cumulative remedies and no one of such remedies, whether waived by CRA or not, shall be deemed
to be an exclusion of any one of the other remedies available to CRA and shall not in any way
limit or prejudice any other legal or equitable remedy which CRA may have.
3. Guarantors further agree that Guarantors shall not be released from any obligations
hereunder by reason of any amendment to or alteration of the terms and conditions of the Note,
nor shall Guarantors' obligations hereunder be altered or impaired by any delay by CRA in
enforcing the terms and.. obligations .of the Note .orby.. anywaiver of any.. default by CRA.. under. the....
Note, it being the intention that Guarantors shall remain fully liable hereunder, notwithstanding
any such event.
4. No extension of the time of payment or performance of any obligation hereunder
guaranteed, or the renewal thereof, nor delay in the enforcement thereof or of this Guaranty, or the
#78088450_v2
Packet Pg. 119
3.1.a
taking, exchanging, surrender or release of other security therefor or the release or compromise of
any liability of any party shall affect the liability of or in any manner release the Guarantors and
this Guaranty shall be a continuing one and remain in full force and effect until each and every
obligation hereby guaranteed shall have been fully paid and performed.
5. That until the Note is paid in full or forgiven by the CRA, and until each and all of
the terms, covenants and conditions of this Guaranty are fully performed, Guarantors shall not be
released by any act or thing which might, but for this provision of this Guaranty, be deemed a legal
or equitable discharge of any Guarantors, or by reason of any waiver, extension, modification,
forbearance or delay by CRA and Guarantors hereby expressly waive and surrender any defense
to Guarantors' liability hereunder based upon any of the foregoing acts, things, agreements or
waivers. Guarantors shall be released from this Guaranty and this Guaranty shall terminate upon
the earlier to occur of the repayment in full of the Note or the forgiveness of the Note by the CRA.
6. Except as otherwise set forth herein, CRA shall not be required to give any notice
to any Guarantor hereunder in order to preserve or enforce CRA's rights hereunder (including,
without limitation, notice of any default under the Note, any such notice being expressly waived
by Guarantors).
7. Guarantors agree that Guarantors shall make no claim or set-off, defense,
recoupment or counterclaim .of any sort whatsoever, nor shall Guarantors seek to impair, .limit or
defeat in any way their obligations hereunder. Guarantors hereby waive any right to such a claim
in limitation of their obligations hereunder.
8. This Guaranty is assignable by CRA and shall bind the heirs, devisees, personal
representatives, successors and assigns of the parties hereto and shall inure to the benefit of any
successor or assign of CRA.
9. This Guaranty shall, in all respects, be governed by and construed in accordance
with the laws of the State of Florida, including all matters of construction, validity and
performance.
10. In the event that any provision of this Guaranty is held to be void or unenforceable,
all other provisions shall remain unaffected and be enforceable.
11. Except as otherwise set forth herein, each Guarantor hereby waives notice of
acceptance of this Guaranty by CRA and of presentment, demand, protest, notice of protest and of
dishonor, notice of default and all other notices relative to this Guaranty of every kind and
description now or hereafter provided by any agreement between Borrower and CRA or any statute
or rule of law, except only any notices expressly required hereunder.
12. Any notices and communication under this Guaranty shall be in writing and shall
be deemed to have been given if delivered.... by hand, sent be recognized overnight courier (such as
Federal Express), or mailed by certified or registered mail, return receipt requested, in a postage
prepaid envelope, and addressed as follows:
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
2
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3.1.a
If to the Guarantors:
Block 55 Member, LLC
2901 Florida Avenue
Coconut Grove, FL 33133
Suite 806
Attention: Michael Swerdlow
With a copy (which shall not constitute notice or service of process) to:
Bercow Radell Fernandez Larkin & Tapanes PLLC
Attention: Jeffrey Bercow, Esq,
200 S. Biscayne Boulevard
Suite 850
Miami, FL 33131
With a copy (which shall not constitute notice or service of process) to:
If to the CRA:
Alvarez & Diaz-Silveira LLP
Attention: Real Estate Notices
355 Alhambra Circle
Suite 1450
Coral Gables, FL 33134
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
Attention: Cornelius Shiver, Executive Director
819 NW Second Avenue
Third Floor
Miami, FL 33136
With a copy (which shall not constitute notice or service of process) to:
William R. Bloom, Esq.
Holland & Knight, LLP
Suite 3300
701 Brickell Avenue
Miami, FL 33131
Notices personally delivered or sent by overnight courier shall be deemed given on the date of
delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt
or the date delivery is refused.
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3.1.a
13. EACH GUARANTOR AND BY ITS ACCEPTANCE HEREOF, THE CRA,
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHTS
EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE NOTE, THIS
GUARANTY AND THAT CERTAIN COLLATERAL ASSIGNMENT AND PLEDGE OF
MEMBERSHIP INTERESTS AND SECURITY AGREEMENT EXECUTED IN
CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTION OF ANY OF THE
GUARANTORS, BORROWER OR THE CRA. FURTHER, EACH GUARANTOR AND THE
CRA HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY
SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE,
CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. EACH GUARANTOR AND THE CRA ACKNOWLEDGES AND
AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS
GUARANTY AND THAT LENDER WOULD NOT EXTEND CREDIT TO BORROWER AND
ACCEPT THIS GUARANTY FROM GUARANTORS, AND GUARANTORS WOULD NOT
GUARANTY THE INDEBTEDNESS OF BORROWER TO THE CRA, IF THE WAIVERS SET
FORTH IN THIS SECTION WERE NOT A PART OF THIS GUARANTY.
[Signature Pages to Follow]
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3.1.a
WITNESSES:
Print Name:
Print Name :
Print Name:
Print Name:
Print Name:
Print Name:
STATE OF FLORIDA )
COUNTY )
Michael Swerdlow
Stephen J. Garchik
BLOCK 55 MEMBER, LLC, a Florida
limited liability company
By: SG MANAGER, LLC, a Florida
limited liability company, its
manager
By:
Michael Swerdlow
The foregoing instrument was acknowledged before me by means of physical presence
or ❑ online notarization, this day of September, 2020, by Michael Swerdlow, individually,
who is personally known to me or has produced as identification.
Commission Expires:
[Signature of Notary Public]
[Printed Name]
5
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3.1.a
STATE OF FLORIDA )
COUNTY )
The foregoing instrument was acknowledged before me by means of n physical presence
or ❑ online notarization, this day of September, 2020, by Stephen J. Garchik, individually,
who is personally known to me or has produced as identification.
[Signature of Notary Public]
[Printed Name
Commission Expires:
STATE OF FLORIDA
COUNTY )
The foregoing instrument was acknowledged before me by means of ❑ physical
presence or ❑ online notarization, this day of September, 2020, by Michael Swerdlow,
as Manager, of BLOCK 55 MANAGER, LLC, a Florida limited liability company, as manager
of BLOCK 55 MEMBER, LLC, a Florida limited liability company on behalf of the limited
liability companies, He/She is personally known to me or provided
as identification and who did not take an oath,
Commission Expires:
[Signature of Notary Public]
[Printed Name]
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
6
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3.1.a
EXHIBIT E
Form of Collateral Assignment of Membership Interests
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
ADSLLP-00082410.9
#78088414_v2
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3.1.a
COLLATERAL ASSIGNMENT AND PLEDGE
OF MEMBERSHIP INTERESTS AND SECURITY AGREEMENT
COLLATERAL ASSIGNMENT OF' MEMBERSHIP INTERESTS (the
"Assignment" made as of September 2, 2020 by MICHAEL SWERDLOW ("Swerdlow")
STEPHEN J. GARCHIK ("Garchik"), BLOCK 55 MEMBER, LLC, a Florida limited liability
company ("Member"; together with Swerdlow and Garchik, collectively the "Assignor") and the
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a
public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the
"CRA").
RECITALS
1. The CRA agreed to extend a loan to BLOCK 55 OWNER, LLC, a Florida
limited liability company ("Owner"), in the amount of Seven Million and No/100 Dollars
($7,000,000.00), evidenced by that Promissory Note from Owner in favor of the CRA dated as of
September 2, 2020 (the "Note").
2. Swerdlow, Garchik and Member executed that certain guaranty of even date
herewith (the "Guaranty") to guaranty the repayment of the Note.
3. Swerdlow, Garchik agreed to execute and deliver this Assignment to secure
their obligation under the Guaranty.
4. Member is the owner of one hundred percent (100%) of the membership
interest in Owner.
5. Swerdlow and Garchik are the owners of one hundred percent (100%) of
the membership interest in SG MANAGER, LLC, a Florida limited liability company
("Manager"), the manager of Owner.
6. Member desires to pledge to the CRA all of the membership interest in
Owner as security for its obligations under the Guaranty and Swerdlow and Garchik desire to
pledge to the CRA all of the membership interest in Manager as security for their obligations under
the Guaranty.
NOW, THEREFORE, in consideration of these premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignee
and Assignor hereby agree as follows:
1. As collateral security for the Member's obligations under the Guaranty,
Member hereby pledges, assigns and grants to the CRA a first and superior security interest in and
toallof Assignor's right, ...title ..and interest as a member in Owner (the "Owner Collateral")
including, without limitation, (i) all of Member's one hundred percent (100%) membership interest
in Owner including all rights with respect thereto, (ii) all of Assignor's right, title and interest in
and to the income, distributions, and repayment of capital contributions of Owner, (iii) any and all
loans made by Owner to any person or entity, (iv) any other sums, payments, fees or amounts to
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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3.1.a
which Member may be entitled to as a member of Owner, and (v) all proceeds (both cash and non -
cash) of the foregoing, in every case whether now existing or hereafter acquired.
2. As collateral security for Swerdlow's and Garchik's obligations under the
Guaranty, Swerdlow and Garchik hereby pledge, assign and grant to the CRA a first and superior
security interest in and to all of Assignor's right, title and interest as members in Manager (the
"Manager Collateral"; together with the Owner Collateral, the "Collateral") including, without
limitation, (i) all of Swerdlow's and Garchik's one hundred percent (100%) membership interest
in Manager including all rights with respect thereto, (ii) all of Swerdlow's and Garchik's right,
title and interest in and to the income, distributions, and repayment of capital contributions of
Manager, (iii) any and all loans made by Manager or any person or entity, (iv) any other sums,
payments, fees or amounts to which Swerdlow and/or Garchik may be entitled to as a member of
Manager, and (v) all proceeds (both cash and non -cash) of the foregoing, in every case whether
now existing or hereafter acquired.
3. Upon the payment in full or the forgiveness of the Note, the Owner
Collateral assigned to the CRA pursuant to Paragraph 1 hereof and the Manager Collateral
assigned pursuant to paragraph 2 shall be automatically released without recourse, representation
or warranty, and this Assignment shall automatically terminate and be void and of no further effect.
4.._.. _ . Member represents covenants and warrants to. the CRA. that: (i) Member is
the legal and beneficial owner of the Owner Collateral; (ii) Member has not and will not enter into
any assignment, mortgage, pledge or other instrument which transfers or encumbers all or any part
of its interest in Owner or all or any part of its rights to receive income, profits or distributions
thereof assigned hereby; (iii) Member has not heretofore transferred pledged, assigned or
otherwise encumbered any of its rights in or to the Owner Collateral; (iv) except for the consent
requirements in the operating agreement of Owner which have been fulfilled, Member is not
prohibited under any agreement with any other person or entity, or under any judgment or decree,
from the execution and delivery of this Assignment or the performance or discharge of the
obligations, duties, covenants, agreements, and liabilities contained in this Assignment; (v) no
action has been brought or threatened that might prohibit or interfere with the execution and
delivery of this Assignment or the performance or discharge of the obligations, duties, covenants,
agreements, and liabilities contained in this Assignment; (vi) Member has full power and authority
to execute and deliver this Assignment, and the execution and delivery of this Assignment does
not conflict with any agreement to which Member is a party (except for the consent requirements
in the operating agreement of Owner which have been fulfilled) or any law, order, ordinance, rule,
or regulation to which Member is subject or by which it is bound and does not constitute a default
under any agreement or instrument binding upon Member; (vii) this Assignment has been properly
executed and delivered and constitutes the valid and legally binding obligation of Member and is
fully enforceable against Member in accordance with its terms, except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of. creditors' rights generally; .(viii)..Member has .good .title to. the. Owner.
Collateral; (ix) Member is the sole owner of all of the Owner Collateral, free and clear of all
security interests, pledges, agreements, liens, claims and encumbrances whatsoever, other than the
security interests, assignments and liens granted under this Assignment; (x) upon (A) the execution
and delivery of this Assignment and, (B) the filing of a UCC-1 Financing Statement with the
Secretary of State of Florida, the CRA will have a valid, perfected, continuing, first -priority
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
2
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3.1.a
security interest in or lien on the Owner Collateral; and (xi) Owner has not issued any certificates
evidencing its membership interests.
5. Member hereby covenants and agrees: (i) to do or cause to be done all things
necessary to preserve and to keep in full force and effect its interests in the Owner Collateral, and
to defend, at its sole expense, the title to the Owner Collateral and any part of the Owner Collateral;
(ii) to take such actions to preserve the Owner Collateral as the CRA may in good faith direct; and
(iii) not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any
of the Owner Collateral.
6. Member agrees not to subsequently further amend or voluntarily permit the
amendment of the operating agreement of Owner that would in any manner materially adversely
affect this Assignment and/or the rights of the CRA hereunder without the consent of the CRA,
which consent shall not be unreasonably withheld, conditioned or delayed.
7. Swerdlow and Garchik represent, covenant and warrant to the CRA that:
(i) they are the legal and beneficial owners of the Manager Collateral; (ii) they have not and will
not enter into any assignment, mortgage, pledge or other instrument which transfers or encumbers
all or any part of their interest in Manager or all or any part of their rights to receive income, profits
or distributions thereof assigned hereby; (iii) they have not heretofore transferred pledged,
assigned or otherwise encumbered any of their rights in or to the _Manager Collateral; (iv) except
for the consent requirements in the operating agreement of Manager which have been fulfilled,
they are not prohibited under any agreement with any other person or entity, or under any judgment
or decree, from the execution and delivery of this Assignment or the performance or discharge of
obligations, duties, covenants, agreements, and liabilities contained in this Assignment; (v) no
action has been brought or threatened that might prohibit or interfere with their execution and
delivery of this Assignment or the performance or discharge of their obligations, duties, covenants,
agreements, and liabilities contained in this Assignment; (vi) they have full power and authority
to execute and deliver this Assignment, and the execution and delivery of this Assignment does
not conflict with any agreement to which they are a party (except for the consent requirements in
the operating agreement of Manager which have been fulfilled) or any law, order, ordinance, rule,
or regulation to which they are either of them of them is subject or by which Manager bound and
does not constitute a default under any agreement or instrument binding upon either of them; (vii)
this Assignment has been properly executed and delivered and constitutes the valid and legally
binding obligation of Swerdlow and Garchik, respectively, and is fully enforceable against
Swerdlow and Garchik in accordance with its terms, except as such enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors' rights generally; (viii) Swerdlow and Garchik have good title to the
Manager Collateral; (ix) Swerdlow and Garchik are the sole owners of all of the Manager
Collateral, free and clear of all security interests, pledges, agreements, liens, claims and
encumbrances whatsoever, other than the security interests, assignments and liens granted under
this. Assignment; .and .(x). upon. (A). the execution and .delivery ..of this Assignment and, (B) the filing.
of a UCC-1 Financing Statement with the Secretary of State of Florida, the CRA will have a valid,
perfected, continuing, first -priority security interest in or lien on the Manager Collateral.
8. Swerdlow and Garchik hereby covenant and agree: (i) to do or cause to be
done all things necessary to preserve and to keep in full force and effect their interests in the
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
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Manager Collateral, and to defend, at its sole expense, the title to the Manager Collateral and any
part of the Manager Collateral; (ii) to take such actions to preserve the Manager Collateral as the
CRA may in good faith direct; and (iii) not to sell or otherwise dispose of, or create, incur, assume
or suffer to exist any lien upon any of the Manager Collateral.
9. Swerdlow and Garchik agree not to subsequently further amend or
voluntarily permit the amendment of the operating agreement of Manager that would in any
manner materially adversely affect this Assignment and/or the rights of the CRA hereunder
without the consent of the CRA, which consent shall not be unreasonably withheld, conditioned
or delayed.
10. The covenants provided for in this Assignment shall be binding and shall
inure to the benefit of the parties hereto and their respective heirs, personal representatives,
successors and assigns hereunder.
11. THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA AND APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA; PROVIDED THAT WITH RESPECT TO
THE PROVISIONS HEREOF WHICH RELATE TO THE CREATION, PERFECTION,
PRIORITY, ENFORCEMENT AND FORECLOSURE OF LIENS ON PROPERTY
GOVERNED BY ARTICLE ICLE 9 OF THE UNIFORM COMMERCIAL IAL CODE OF FLORIDA (the
"UCC'), THE CONFLICTS OF LAW PROVISIONS OF THE UCC SHALL CONTROL; IT
BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
LAWS OF THE STATE OF FLORIDA SHALL GOVERN. THE INVALIDITY, ILLEGALITY
OR UNENFORCEABILITY OF ANY PROVISION OF THIS ASSIGNMENT SHALL NOT
AFFECT OR IMPAIR THE VALIDITY, LEGALITY OR ENFORCEABILITY OF THE
REMAINDER OF THIS ASSIGNMENT, AND TO THIS END, THE PROVISIONS OF THIS
ASSIGNMENT ARE DECLARED TO BE SEVERABLE.
12. Neither this Assignment nor any provision hereof may be amended,
modified, waived, discharged or terminated orally, but only by an instrument in writing duly signed
by or on behalf of Assignor and Assignee.
13. Assignor consents to the jurisdiction of any local, state or federal court
located within Miami -Dade County, Florida and further consents that all service of process may
be made by registered mail to its addresses set forth below and service so made shall be deemed
completed five (5) business days after the same shall have been mailed.
14. Assignor covenants and agrees to execute such additional documents and to
take such further actions as may be reasonably required to carry out the provisions and intent of
this Assignment including, without limitation, executing a financing statement or statements and
continuations thereof. In addition, Assignor grants to Assignee a power of attorney coupled with
an interest to effectuate the terms of the foregoing sentence and to file all continuations, renewals
or amended financing statements without the signature of Assignor.
15. The occurrence of any one or more of the following events shall constitute
an event of default (an "Event of Default') under this Assignment: (i) the failure of Assignor to
4
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3.1.a
perform, observe, or comply in all material respects with any of the provisions of this Assignment;
(ii) any representation, warranty or information made or given in this Assignment or in any report,
statement, schedule, certificate, financial statement or other document furnished by Assignor in
connection with this Assignment shall prove to have been intentionally false or misleading in any
material respect when made or given; (iii) the occurrence of an Event of Default (as defined in any
of the Note); (iv) the filing of any petition for relief under Title 11 of the United States Code, 11
U.S.C. § 101, et seq., as the same may be amended from time to time (the "United States
Bankruptcy Code") or any similar federal or state statute by or against Assignor, which action is
not dismissed within 90 days; and/or (v) an application for the appointment of a receiver for, the
making of a general assignment for the benefit of creditors by, or the insolvency of Assignor.
16. Upon and during the continuance of an Event of Default under this
Assignment and/or the Note (and in addition to all of its other rights, powers and remedies under
this Assignment), Assignee may, at its option, without notice to Assignor or any other party, have:
(a) the right to sell the Collateral in any manner permitted by the UCC,
including without limitation, in the State of Florida at one or more public or private sales
at such price and on such terms as Assignee in its discretion accepts, for cash, upon or for
future delivery. Upon any such sale, Assignee shall have the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral. Upon any such sale of the
Collateral, Assignee may""(i)" bid for and purchase the Collateral and apply the "expenses" of
such sale (including, without limitation, attorneys' fees) as a credit against the purchase
price or (ii) apply the proceeds of any sale or sales to other persons or entities, in whatever
order Assignee in its sole discretion may decide, to the expenses of such sale (including,
without limitation, attorneys' fees), to the Obligations, and the remainder, if any, shall be
paid to Assignor or to such other person or entity legally entitled to payment of such
remainder. Such purchaser at any such sale shall hold the Collateral sold absolutely free
from any claim or right on the part of Assignor, and Assignor hereby waives (to the extent
permitted by law) all rights of redemption, stay or appraisal which it has or may have under
any rule of law or statute now existing or hereafter adopted. Assignee shall give Assignor
twenty-one (21) days' written notice by registered or certified U.S. mail, postage prepaid,
return receipt requested (which Assignor acknowledges is reasonable and sufficient), of
Assignee's intention to make any such public or private sale, and Assignor agrees that such
notice shall constitute commercially reasonable notice under the UCC. Such notice, in the
case of public sale, shall state the time and place fixed for such sale. Any such public sale
shall be held at such time or times within ordinary business hours and at such place or
places in the State of Florida as Assignee may fix in the notice of such sale. Assignee shall
not be obligated to make any sale of the Collateral if it shall determine not to do so,
regardless of the fact that notice of such sale of the Collateral may have been given.
Assignee may, upon one day's written notice, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and place fixed
forsale, and. such sale .may, .without further.notice, be madeat the ._ timeand _place ..w.. within in
the State of Florida to which the same was so adjourned. In case sale of all or any part of
the Collateral is made on credit or for future delivery, the Collateral so sold may be retained
by Assignee until the sale price is paid by the purchaser or purchasers thereof, but Assignee
shall not incur any liability in case any such purchaser or purchasers shall fail to take up
and pay for the Collateral so sold, and, in case of any such failure, such Collateral may be
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sold again upon like notice. As an alternative to exercising the power of sale herein
conferred upon it, Assignee may proceed by a suit or suits at law or in equity to foreclose
this Assignment and to sell the Collateral, or any portion thereof, pursuant to a judgment
or decree of a court of competent jurisdiction;
(b) the right to appoint a receiver to operate Owner and/or Manager and
Assignor hereby consents to such appointment of a receiver to operate Owner and
Manager; Q
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(c) the right to do all other acts which Assignee may deem necessary or proper
to protect Assignee's security interest in the Collateral and carry out the terms of this
Assignment;
(d) the right to proceed to perform or discharge any and all of Assignor's
obligations, duties, responsibilities or liabilities and exercise any and all rights in
connection with the Collateral for such period of time as Assignee may deem appropriate, c
with or without the bringing of any legal action in or the appointment of any receiver by
any court; z
(e) the right to proceed by suit or suits in law or in equity or by any appropriate w
proceeding or remedy to menforce the performance of any term, covenant, condition;_ or
agreement contained in this Assignment, and institution of such a suit or suits shall not
abrogate the rights of Assignee to pursue any other rights or remedies granted in this c
Assignment or to pursue any other right or remedy available to Assignee either at law or
in equity;
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(f) such other rights and remedies of a secured party with respect to the z
Collateral as shall be afforded to secured parties by the UCC and other applicable laws
including, but not limited to, the right to setoff; and/ors,
(g) the right to apply any proceeds of any disposition of the Collateral to the
payment of reasonable expenses of Assignee in connection with the exercise of its rights
or remedies, including reasonable fees and expenses of attorneys, and any balance of such c
proceeds shall be applied first by Assignee to the satisfaction of Borrower's obligations
under the Note and any balance shall be paid to such party as shall be entitled thereto
pursuant to law.
17. All costs and expenses, including reasonable attorneys' fees and expenses,
reasonably incurred or paid by Assignee in exercising or protecting any interest, right, power or
remedy conferred by this Assignment, shall bear interest at a per annum rate of interest equal to
the then highest rate of interest charged on the Note from the date of payment until repaid in full
and shall, along with the interest thereon, constitute and become a part of the Obligations secured
by this Assignment.
18. Assignor hereby constitutes Assignee as the attorney -in -fact of Assignor
after the occurrence and during the continuance of an Event of Default to take such actions and
execute such documents as Assignee may deem appropriate in the exercise of the rights and powers
granted to Assignee in this Assignment. The power of attorney granted hereby shall be irrevocable
Attachment: File #8191 Exhibit A (8191
6
#78087774_v2
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3.1.a
_
and coupled with an interest and shall teti inate only upon the payment in full of the Obligations.
Assignor shall indemnify and hold Assignee harmless for all losses, costs, damages, fees, and
expenses actually suffered or incurred by Assignee in connection with the exercise of this power
of attorney and shall release Assignee from any and all liability arising in connection with the
exercise of this power of attorney, except to the extent of Assignee's gross negligence or willful
misconduct.
19. If Assignor shall fail to perform, observe or comply with any of the Q
conditions, terms, or covenants contained in this Assignment or the Guaranty, Assignee without o
notice to or demand upon Assignor and without waiving or releasing any of the obligations under
the Guaranty or any Event of Default, may (but shall be under no obligation to) at any time
thereafter perform such conditions, terms or covenants for the account and at the expense of
Assignor. All sums paid or advanced by Assignee in connection with the foregoing and all costs o
and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in
cu
connection with the foregoing, together with interest thereon at a per annum rate of interest equal E
to the highest rate of interest charged on the Note, from the date of payment until repaid in full,
shall be paid by Assignor to Assignee on demand and shall constitute and become a part of the
obligations secured by this Assignment.
as
20. Without prejudice to any of Assignee's rights under this Assignment, 'w
Assignee may take or release "other "security for the payment of the Guaranty, may "release any "p arty
primarily or secondarily liable for the obligations, and may apply any other security held by
Assignee to the satisfaction of the obligations.
3
21. The liability of Assignor under this Assignment shall be direct and
immediate and not conditional or contingent upon the pursuit of any remedies against Assignor or w
any other person, nor against other securities or liens available to Assignee, its successors, assigns,
or agents. Assignor waives any right to require that resort be had to any security in favor of any
other person. w�
22. Assignor recognizes that Assignee may be unable to effect a public sale of
the Collateral by reason of certain provisions contained in the Securities Act, and applicable state
securities laws and, under the circumstances then existing, may reasonably resort to a private sale
to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the
Collateral for their own account for investment and not with a view to the distribution or resale of
the Collateral. Assignor agrees that a private sale so made may be at a price and on other terms
less favorable to the seller than if the Collateral were sold at public sale and that Assignee has no
obligation to delay sale of the Collateral for the period of time necessary to permit Assignor, even
if Assignor would agree, to register or qualify the Collateral for public sale under the Securities
Act and applicable state securities laws. Assignor agrees that a private sale made under the
foregoing circumstances and otherwise in a commercially reasonable manner shall be deemed to
have been made in a commercially reasonable manner under the UCC.
23. No remedy herein conferred upon or reserved to Assignee is intended to be
exclusive of any other remedy, and such remedies shall be cumulative and shall be in addition to
every other remedy given hereunder. No delay or omission of Assignee in exercising any right or
power shall be construed to be a waiver of any default or any acquiescence therein, and every
Attachment: File #8191 Exhibit A (8191
7
#78087774 v2
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3.1.a
power and remedy given by the Assignment to Assignee may be exercised from time to time as
often as may be deemed expedient by Assignee. In addition to all other remedies provided in this
Assignment, Assignee shall be entitled, to the extent permitted by applicable law, to injunctive
relief in case of the violation, or attempted or threatened violation, of any of the provisions of this
Assignment and to a decree compelling performance of any of the provisions of this Assignment.
24. Assignee shall not be obligated to perform or discharge, nor does it hereby
undertake to perform or discharge any obligation, duty or liability under the Collateral. Assignor
shall and does hereby agree to indemnify Assignee for and to hold Assignee harmless of and from
any and all liability, loss or damage actually suffered by Assignee except that which arises as a
result of Assignee's gross negligence or willful misconduct as determined by a final non -
appealable judgment entered by a court of competent jurisdiction, which it actually incurs under
the Collateral or under or by reason of the Assignment of the Collateral. Should Assignee incur
any such liability, loss or damage under or by reason of the assignment thereof or in the defense
or any such claims or demands, the amount thereof including reasonable costs, expenses and
attorneys' fees shall be secured hereby and Assignor shall reimburse Assignee therefor
immediately upon demand. Assignee shall have no duty to collect any amounts due or to become
due in connection with the Collateral or enforce or preserve Assignor's rights under this
Assignment.
25. . _ This Assignment be executed in counterparts, in original, facsimile or
electronic {pdf) format, each of which, when taken together, shall be construed as one and the same
instrument.
26.. Time is of the essence of this Assignment and each and every term,
covenant and condition contained herein. All covenants, agreements, representations and
warranties made in this Assignment shall continue in full force and effect so long as any of the
obligations of any party under the Guaranty remain outstanding. Each persons or entity
constituting Assignor shall be jointly and severally liable for all of the obligations of Assignor
under this Agreement.
27. Assignor's obligations under this Assignment shall not be subject to any
set-off, counterclaim or defense to payment that Assignor now has or may have in the future.
28. Notices. Any notices and communication under this Assignment shall be in
writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight
courier {such as Federal Express), or mailed by certified or registered mail, return receipt
requested, in a postage prepaid envelope, and addressed as follows:
If to the Assignor:
Block 55 Member, LLC
2901 Florida Avenue
Coconut Grove, FL 33133
Suite 806
Attention: Michael Swerdlow
#78087774 v2
8
Packet Pg. 133
3.1.a
With a copy (which shall not constitute notice or service of process) to:
Bercow Radell Fernandez Larkin & Tapanes PLLC
Attention: Jeffrey Bercow, Esq.
200 S. Biscayne Boulevard
Suite 850
Miami, FL 33131
With a copy (which shall not constitute notice or service of process) to:
If to Assignee:
Alvarez & Diaz-Silveira LLP
Attention: Real Estate Notices
355 Alhambra Circle
Suite 1450
Coral Gables, FL 33134
SOUTHEAST OVERTOWN / PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
Attention: Cornelius Shiver, Executive Director
819 NW Second Avenue
Third Floor
Miami, FL 33136
With a copy (which shall not constitute notice or service of process) to:
William R. Bloom, Esq.
Holland & Knight, ,LLP
Suite 3300
701 Brickell Avenue
Miami, FL 33131
Notices personally delivered, or sent by overnight courier shall be deemed given on the
date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon
receipt or the date delivery is refused.
29. USA PATRIOT Act Notice. Assignee hereby notifies Assignor that
pursuant to the requirements of the USA PATRIOT Act ("Patriot Act"), it is required to obtain,
verify and record information that identifies Assignor, which information includes the name and
address of Assignor and other information that will allow Assignee to identify Assignor in
accordance with the Patriot Act. Assignor agrees to, promptly following a request by Assignee,
provide all such other documentation and information that Assignee requests in order to comply
with its ongoing obligations under applicable "know your customer" and anti -money laundering
rules and regulations, including the Patriot Act.
9
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3.1.a
30. WAIVER OF JURY TRIAL. ASSIGNOR AND ASSIGNEE EACH
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHTS
EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
ASSIGNMENT OR THE NOTE AND THE GUARANTY EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER VERBAL OR WRITTEN), OR ACTION OF ANY OF ASSIGNOR OR
ASSIGNEE. ASSIGNEE AND ASSIGNOR ARE HEREBY AUTHORIZED AND
REQUESTED TO SUBMIT THIS ASSIGNMENT TO ANY COURT HAVING JURISDICTION
OVER THE SUBJECT MATTER AND THE PARTIES HERETO, SO AS TO SERVE AS
CONCLUSIVE EVIDENCE OF ASSIGNOR'S OR ASSIGNEE'S WAIVER OF THE RIGHT
TO JURY TRIAL. FURTHER, ASSIGNOR AND ASSIGNEE HEREBY CERTIFY THAT NO
REPRESENTATIVE OR AGENT OF ASSIGNEE OR ASSIGNOR (INCLUDING
ASSIGNEE'S OR ASSIGNOR'S COUNSEL) HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, TO ASSIGNOR THAT ASSIGNEE OR ASSIGNOR WILL NOT SEEK TO
ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.
- balance of page intentionally left blank -
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
10
#78087774 a2
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3.1.a
IN WITNESS WHEREOF, Assignor has duly executed this Assignment, as of the Effective
Date.
WITNESSES:
Print Name:
Print Name :
Print Name:
Print Name:
Print Name:
Print Name:
Michael Swerdlow
Stephen J. Garchik
BLOCK 55 MEMBER, LLC, a Florida
limited liability company
By: SG MANAGER, LLC, a Florida
limited liability company, its
manager
By:
Michael Swerdlow
#78087774 v2
11
Packet Pg. 136
STATE OF FLORIDA )
)
COUNTY )
The foregoing instrument was acknowledged before me by means of n physical presence
or n online notarization, this day of September, 2020, by Michael Swerdlow, individually,
who is personally known to me or has produced as identification.
[Signature of Notary Public]
[Printed Name]
Commission Expires:
STATE OF FLORIDA )
)
COUNTY )
The foregoing instrument was acknowledged before me by means of physical presence
or n online notarization, this day of September, 2020, by Stephen J. Garchik, individually,
who is personally known to me or has produced as identification.
Commission Expires:
[Signature of Notary Public]
[Printed Name]
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
12
#78087774 v2
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3.1.a
STATE OF FLORIDA )
COUNTY )
The foregoing instrument was acknowledged before me by means of L physical
presence or f 7 online notarization, this day of September, 2020, by Michael Swerdlow,
as Manager, of BLOCK 55 MANAGER, LLC, a Florida limited liability company as Manager
of BLOCK 55 MEMBER, LLC, a Florida limited liability company on behalf of the limited
liability companies. He/She is personally known to me or provided as identification and who
did not take an oath.
Commission Expires:
[Signature of Notary Public]
[Printed Name]
Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between
Attachment: File #8191 Exhibit A (8191
13
#78087774 v2
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3.2
SEOPW Board of Commissioners Meeting
November 16, 2020
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
INTER -OFFICE MEMORANDUM
To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8192
and Members of the CRA Board
From: Cornelius Shiver
Executive Director
Subject: Resolution authorizing the issuance of
a grant to Girl Power Rocks, Inc., in an
amount not to exceed
Enclosures: File # 8192 Back-up
BACKGROUND:
The attached Resolution of the Board of Commissioners ("the Board") of the Southeast
Overtown/Park West Community Redevelopment Agency ("CRA") authorizes the issuance of a
grant, in an amount not to exceed $15,818.00 to Girl Power Rocks, Inc. ("Girl Power") to
underwrite costs associated with the Girl Power 2020 Virtual Summer STEAM Workforce
Training Camp.
Girl Power is a 501(c)(3) nonprofit prevention and intervention social change program that
promotes positive behavior, enhances social skills, and improves academic performance in
middle school girls. Girl Power hosted a six (6) week virtual summer camp opportunity for girls,
with an emphasis in the areas of Science, Technology, Engineering, Art, and Mathematics. The
virtual camp ran from June 15, 2020 to July 24, 2020, and was held every Monday, Wednesday
and Friday via the Zoom and Classroom Dojo platforms. During the program, participants
engaged in programming such as virtual field trips, arts activities, math and science labs and
cultural exploration activities. Youth also participated in thirty (30) minutes of mental and
physical fitness activities per day to emphasize the importance of exercise and proper nutrition.
Girl Power also provided the summer camp participants with a $300 summer stipend.
The Board has previously supported Girl Power in its operation of the summer camp as
authorized by Resolution Nos. CRA-R-17-0025, CRA-R-18-0045, and CRA-R-19-0021. Note
that Girl Power has requested funding in the total amount of $30,812.00, however since
$14,994.00 remains unspent from a grant previously authorized by Resolution No. CRA-R-19-
0021, the CRA anticipates applying those rollover funds to Girl Power's 2020 grant request. The
application of those unused rollover funds to Girl Power's current request would result in an
additional funding need of $15,818.00 for its 2020 Virtual Summer STEAM Workforce Training
Camp.
JUSTIFICATION:
Packet Pg. 139
.2
Florida Statute 163.335(1) distinctly illustrates that "the prevention and elimination of slums and
blight is a matter of state policy and state concern in order that the state and its counties and
municipalities shall not continue to be endangered by areas which...promote juvenile
delinquency..."
Section 2, Goals 4 and 6 on page 11 of the 2009 Southeast Overtown/Park West Community
Redevelopment Plan lists the "creati[on of] jobs within the community" and "improving quality
of life for residents" as stated redevelopment goals.
FUNDING:
$15,818.00 allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids"
Account No. 10050.920101.883000.0000.00000.
Page 2 of 7
Packet Pg. 140
3.2
AGENDA ITEM
FINANCIAL INFORMATION FORM
SEOPW CRA
CRA Board Meeting Date: November 16, 2020
CRA Section:
Brief description of CRA Agenda Item:
Authorizing a grant to Girl Power Rocks, Inc. in an amount not to exceed $15,818.00, to
underwrite costs associated with the Girl Power 2020 Summer STEAM Workforce
Training Camp.
Project Number
YES, there
Account Code:
(if applicable):
are sufficient funds in Line Item:
10050.920101.883000.0000.00000 Amount: $1 5 , 81 8.0 0
NO (Complete the following source of funds information):
Amount budgeted in the line item: $
Balance in the line item: $
Amount needed in the line item: $
Sufficient funds will be transferred from the following line items:
ACTION
ACCOUNT NUMBER
TOTAL
Project No./Index/Minot Object
From
$
To
$
From
$
To
$
Comments:
Page 3 of 7
Packet Pg. 141
3.2
Approved by:
iver, Executive Director 11/11/2020
Approval:
L !)
Miguel A VaIcrtiA F iriarice Officer 11/11/2020
Page 4 of 7
Packet Pg. 142
3.2
Southeast Overtown/Park West
Community Redevelopment Agency
File Type: CRA Resolution
Enactment Number:
File Number: 8192 Final Action Date:
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
AUTHORIZING THE ISSUANCE OF A GRANT TO GIRL POWER ROCKS, INC., IN AN
AMOUNT NOT TO EXCEED $15,818.00 TO UNDERWRITE COSTS ASSOCIATED
WITH THE GIRL POWER 2020 SUMMER STEAM WORKFORCE TRAINING CAMP;
FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL
DOCUMENTS NECESSARY FOR SAID PURPOSE; AUTHORIZING THE EXECUTIVE
DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT
BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND
SATISFACTORY DOCUMENTATION; ALLOCATING FUNDS FROM SEOPW,
"OTHER GRANTS AND AIDS," ACCOUNT CODE NO.
10050.920101.883000.0000.00000.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency
("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida
Statutes, and is responsible for carrying out community redevelopment activities and projects
within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West
Community Redevelopment Plan ("Plan"); and
WHEREAS, Florida Statute 163.335(1) distinctly illustrates that "the prevention and
elimination of slums and blight is a matter of state policy and state concern in order that the
state and its counties and municipalities shall not continue to be endangered by areas
which...promote juvenile delinquency..."; and
WHEREAS, Section 2, Goals 4 and 6 on page 11 of the Plan lists the "creati[on of] jobs
within the community" and "improving quality of life for residents" as stated redevelopment
goals; and
WHEREAS, Girl Power Rocks, Inc. ("Girl Power") is a 501(c)(3) nonprofit prevention and
intervention social change program that promotes positive behavior, enhances social skills, and
improves academic performance in middle school girls; and
WHEREAS, Girl Power hosted its 2020 Virtual Summer STEAM Workforce Training
Camp ("STEAM Camp"), a six (6) week virtual summer camp opportunity for middle school girls
with an emphasis in the areas of Science, Technology, Engineering, Art, and Mathematics; and
WHEREAS, the STEAM Camp ran from June 15, 2020 to July 24, 2020 and was held
every Monday, Wednesday and Friday via the Zoom and Classroom Dojo platforms. The camp
participants engaged in virtual field trips, arts activities, math and science labs, and cultural
exploration activities. They also participated in thirty (30) minutes of mental and physical fitness
Page 5 of 7
Packet Pg. 143
3.2
activities per day to emphasize the importance of exercise and proper nutrition. Girl Power also
provided the summer camp participants with a $300 summer stipend; and
WHEREAS, the Board of Commissioners (the "Board") has previously supported Girl
Power in its operation of the STEAM Camp, as authorized by Resolution Nos. CRA-R-17-0025,
CRA-R-18-0045, and CRA-R-19-0021; and
WHEREAS, the CRA anticipates applying unused rollover funds in the amount of
$14,994.00 from a grant to Girl Power previously authorized by Resolution No. CRA-R-19-0021
to Girl Power's total funding request of $30,812.00, resulting in the additional funding need of
$15,818.00 for its STEAM Camp; and
WHEREAS, grant funding for the STEAM Camp is contingent upon the CRA's receipt
and approval of invoices and supporting documentation evidencing authorized expenditures by
Girl Power for the STEAM Camp; and
WHEREAS, the Board wishes to authorize a grant, in an amount not to exceed
$15,818.00, to Girl Power to underwrite costs associated with the operation of the 2020 Girl
Power Summer STEAM Workforce Training Camp; and
WHEREAS, the Board finds that adoption of this Resolution would further the CRA's
redevelopment goals and principles;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF
THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated herein as if fully set forth in this Section.
Section 2. The Board of Commissioners hereby authorizes a grant to Girl Power
Rocks, Inc, in an amount not to exceed $15,818.00, to underwrite costs associated with the
operation of the 2020 Girl Power Summer STEAM Workforce Training Camp.
Section 3. The Executive Director is authorized to execute all documents necessary
for said purpose.
Section 4. The Executive Director is authorized to disburse funds, at his discretion,
on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory
documentation.
Section 5. Funds to be allocated from SEOPW Tax Increment Fund, entitled "Other
Grants and Aids," Account Code No. 10050.920101.883000.0000.00000.
Section 6. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
Page 6 of 7
Packet Pg. 144
3.2
Chanel H. Jeff rot ff Counsel 11/11/2020
Page 7 of 7
Packet Pg. 145
*
3.2.a
i GIRL POWER'S
2020 SUMMER STEAM
WORKFORCE TRAINING CAMP
n
SCIENCE.TECHNOLOGY.ENGINEERING.ARTS.MATHEMATICS
partners ip wit t e • vertown ' ar
1
est
wing it s t e i D s t ey need or t o Wor orce of the Future
*
*
•
4
aq n POWER
** Our World, Ope O`r
• • • • • • • • • • • • • • • • • • • • • • • • • • •
For Middle School • Virtual Field Trips
Girls • Mandatory Parent
III.• Earn Money Orientation (Virtual)
• Free Camp • Beginning: June15,
• Entrepreneurship 2020
Skills • Mon, Wed & Fri
• Workforce Training • Virtual Camp via Zoom
Pli— • Have Fun! & Class Dojo
• 4 - 6 HOURS OF ENGAGEMENT EACH DAY
40
4
• ENROLL TODAY!
ce of Prevention Fun
OF FLORIDA
INCOAP
96Aitn Q
6�eo i%O�
CALL 305-756-5502 OR EMAIL HELEN@GIRLPOWERROCKS.ORG
1600 NW 3rd Avenue, Suite 100
Miami, FL 33136
P: 305-756-5502
@girlpowermiami
O E TOW
t ldren & youth coalition
I\/I
M IAA
AGAPE
United
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PROPOSAL
For
GIRL POWER'S
2020 Virtual Summer STEAM Workforce Training Camp
Giving girls the skills, they need for the workforce of the future!
Submitted To:
Cornelius Shiver, Esq., Executive Director
Southeast Overtown / Park West CRA
819 NW 2nd Ave., 3rd Floor
Miami, Florida 33136
Phone: 305-679-6800
CShiver@miamigov.com
Pkelsey@miamigov.com
From:
Thema Campbell, President/CEO
World Literacy Crusade of FL, Inc. /Girl Power
1600 NW 3rd Avenue, Suite 100
Miami, FL 33136
(305) 756-5502
thema@girlpowerrocks.org
helen@girlpowerrocks.org
Total Amount Requested:
$30,812
Attachment: File # 8192 Back-up (8192 : Resolution authorizing the issuance of a grant to Girl Power Rocks, Inc., in an amount not to exceed)
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Due to the current COVID-19 outbreak and closure of our schools and businesses, our plans for
summer has changed to meet the immediate needs of the girls and families that depend on our
services during the summer months. Girl Power has developed a Virtual Summer STEAM
Workforce Training Camp with plenty of virtual options that will keep girls engaged, active and
focused on their education during the summer with lots of fun also.
Girl Power's six -week Virtual Summer STEAM Workforce Training Camp (The Camp) is an
exciting program designed specifically for at -promise girls, focusing on a diverse range of
activities. All activities will be successfully implemented utilizing Zoom and ClassRoom Dojo
to help teachers connect to students and increase remote learning to increase the soft, academic
and technical skills they need for the careers and workforce of the future. We will utilize the
"Skills Pay the Bills research, introduce girls to local colleges and universities. highlight female
role models in STEAM fields, and implement other supplemental activities to begin the process
of teaching girls the relevant and sustainable skills needed to get high paying jobs in the fields.
Girl Power's approach is to create a unique and engaging remote platform where girls can focus
on building skills and workforce training in six critical areas: (1) Statistics, (2) Problem -Solving
and Creativity, (3) Argumentation, (4) Intellectual Curiosity, (5) Data -Driven Decision -Making,
and (6) Flexibility.
Before the pandemic struct our nation, at -promise girls already significantly lack the soft and
applied skills that are critically important to succeed in the workforce, college programs and
careers. While we know that degrees and certificates are essential, we plan to engage girls in
activities that help develop social and emotional soft skills critical to their success. Because this
a virtual program we understand that that there must be increased funding and emphasis placed
on effective communication, enthusiasm and attitude, teamwork, problem solving and critical
thinking, which will be conveniently and creatively incorporated within all camp activities.
Girl Power takes a serious approach to engaging culturally competent staff to successfully
engage and retain participants and deliver activities with fidelity and a standard of excellence.
We offer a variety of intentional supplemental activities that complement and support STEAM
learning and the six critical workforce -training areas. These supplemental activities keep girls
engaged and excited about showing up each day eager to learn, have fun and gain the skills and
knowledge to help ensure their future success. Supplemental activities include science and math
labs, daily fitness, tours of local tech businesses, colleges and universities, and a trip to the
Kennedy Space Center.
The Virtual Summer STEAM Workforce Training Camp connect girls remotely with skills and
activities that help girls see themselves as respected problem -solvers, thinkers, innovators and
future leaders. The Camp is designed to produce the following outcomes which are consistent
with Girl Power's overall goals and objectives.
L SOFT SKILLS OUTCOMES
a. Girls engage in Entrapeurner topics and demonstrate how to apply concepts in the
workforce and the real world.
b. Girls will improve workforce, leadership and social skills.
c. Increased knowledge and confidence in STEM -related abilities
d. Exposure to STEAM careers and professionals in the field.
Attachment: File # 8192 Back-up (8192 : Resolution authorizing the issuance of a grant to Girl Power Rocks, Inc., in an amount not to exceed)
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II. ACADEMIC OUTCOMES
a. Increased enrollment and interest in STEAM -related courses in school.
b. Increased self-interest and knowledge in tackling computer, science and math classes and
proj ects.
c. Increased interest and likelihood of gaining meaningful workforce skills needed to obtain
a higher paying job in the workforce of the future.
d. Higher likelihood of high-school graduation.
III. SOCIAL AND EMOTIONAL IMPACT OUTCOMES
a. Girls gain cooperative learning skills needed to work together at home, at school and in
the workforce.
b. Girls receive emotional support and inspiration that make them feel valued.
c. Girls develop a deeper connection with Girl Power resulting in enrollment in additional
support services such as mentoring, individual and family therapy.
d. Girls learn to believe in their ability to achieve their goals.
e. Increased understanding and appreciation of the importance of workforce skills and
technology.
f. Girls learn to have fun, work as part of a team and engage with other girls.
CAMP COMPONENTS
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* 0 4 Emerging Entrepreneurs by NFTE (Network for Teaching Entrepreneur)
Girls career readiness is measured on the three dimensions that the Association for Career and
Technical Education (ACTE) uses to evaluate career readiness: Academic and Technical Skills -
Student learning demonstrated through a completed lean business model canvas, pitch deck, and
presentation. Employability Skills - Entrepreneurial mindset evaluated through performance
tasks, NFTE Fast Pitch Challenge, and NFTE's Entrepreneurial Mindset Index (EMI), a
formative assessment of students' noncognitive skill growth over the experience.
skills
to pay the bills Virtual Workforce and Career Readiness
We will utilize The Department of Labor's Office of Disability Employment Policy's (ODEP)
"Skills to Pay the Bills" research to deliver engage girls in Workforce and Career Readiness
activities.
Attachment: File # 8192 Back-up (8192 : Resolution authorizing the issuance of a grant to Girl Power Rocks, Inc., in an amount not to exceed)
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Virtual Fitness
During the 6-week 2020 Summer STEAM Workforce Training Camp, girls participate in thirty
minutes of mental and/or physical fitness per day. The fitness activities train and educate girls
on the importance of exercise and proper nutrition to their success in the classroom and in the
workforce. Activities will consist of fitness exercises, meditation, goal setting, teamwork, and
most of all FUN!
Virtual Arts
Girl Power put the "A" in STEM to include ART because we know girls love STEAM.
Research shows that girls who are involved in arts programs and activities especially in under-
resourced communities are more likely to win an academic award, receive a community service
award, more likely to participate in a math or science fair and score higher on their SAT college
admission test scores. Girl Power collaborates with Perez Art Museum Miami and The Institute
of Contemporary Art Museum to ensure our girls receive a virtual arts experience.
Virtual Math and Science Labs
During the past few months academic skills have decreased making it harder for girls to maintain
the progress they have worked so hard to achieve. The Virtual Math and Science Labs are designed
to help each girl rediscover her strengths, exercise her creativity, overcome academic difficulties,
and prepare for the school year ahead. Through the exploration of virtual math and science labs
girls benefit from the continuity necessary for maintaining academic progress and recoup some the
skills lost during the pandemic period.
Virtual Field Trips
Our virtual summer field trips allow students to visit local and national places of art, wonder and
discovery without leaving home. We have implemented a plan for summer virtual tours that
include Perez Art Museum Miami, Institute for Contemporary Art, Frost Science Museum and
national parks throughout the country. Our summer culminates with a day virtual art party where
girls get to share their personal favorite art via Zoom and ClassRoom Dojo.
Attachment: File # 8192 Back-up (8192 : Resolution authorizing the issuance of a grant to Girl Power Rocks, Inc., in an amount not to exceed)
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Virtual Cultural Exploration
In partnership with Collective Drift, Girl Power is adding Cultural Exploration as a new and
exciting component to the Summer STEAM Workforce Training Camp. The purpose is to
educate and virtually expose at -promise girls to various societal aspects of local and international
cultures highlighting customs, values, traditions, natural resources and institutions. We are
hoping to instill cultural sensitivity, peak interest in national and global travel, and expose girls
to travel and cultural tourism career choices such as flight attendants, travel agents, hotel
managers, food service managers, meeting, convention, and event planners, sales managers,
advertising, promotions, and marketing managers and concierges.
Attachment: File # 8192 Back-up (8192 : Resolution authorizing the issuance of a grant to Girl Power Rocks, Inc., in an amount not to exceed)
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Girl Power - Overtown 2020 Summer STEAM Workforce Training Camp
Giving girls the skills, they need for the workforce of the future!
BUDGET NARRATIVE BY LINE ITEM
ITEM DESCRIPTION
Total Cost
Salaries
Camp Director ($25 per hour 25 hours weekly x 7 weeks (Yvonda Eason)
$4,375.00
Workforce and Career Readiness Facilitator ($25 per hour x 4 hours per week x 7
weeks)
$700.00
Math and Science Lab Facilitator ($25 per hour x 4 hours per week x 7 weeks)
$700.00
Camp Assistant = $25 per hour x 20 hours per week x 7 weeks (Miriam Martin)
$4,375.00
Driver = $15 per hour x 5 hours per week x 7 weeks
$525.00
Fringes
FICA/MICA
$777.00
Total Salaries and Fringes
$11,452.00
OTHER CHARGES
Camp T- shirts
Student Camp T-Shirts ($7.25 each x 80 shirts) 30 girls
$510.00
Student Stipends
30 students x $300 each x
$9,000.00
Entrepreneurship - NFTE
Emerging Entrepreneurs by NFTE (Network for Teaching Entrepreneur)
Entrepreneurship Supplies $50 per student x 30 students
$3,900.00
Entrepreneurship -NFTE
$1,500.00
Labs
Math and Science Kits @ $50 per kit x 30 students
$1,500.00
Supplies & Equipment
Supplies and equipment
$800.00
Virtual Ceremony
Virtual Summer Showcase Party
$500.00
Art
2 workshops during the Girl Power Hour for guest art facilitators @ $ 200 each x 2
$400.00
Collective Drift
Virtual Cultural Exploration Workshops @ $250 each x 5 = 1250
1,250.00
TOTAL OTHER CHARGES
$19,360.00
TOTAL BUDGET AMOUNT
$30,812.00
Attachment: File # 8192 Back-up (8192 : Resolution authorizing the issuance of a grant to Girl Power
Packet Pg. 152
3.3
SEOPW Board of Commissioners Meeting
November 16, 2020
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
INTER -OFFICE MEMORANDUM
To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8193
and Members of the CRA Board
From: Cornelius Shiver
Executive Director
Subject: Resolution authorizing the issuance of
a grant to Florida Film House, LLC, in
an amount not to excee
Enclosures: File # 8193 Back-up
BACKGROUND:
The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West
Community Redevelopment Agency ("CRA") authorizes a grant, in an amount not to exceed
$14,938.00 to the Florida Film House, LLC ("FFH") to underwrite costs associated with the
production of the 2020 Urban Film Festival ("Film Festival") that was held virtually September 4
- 10, 2020.
FFH is a full -service production company founded by Executive Producer Marco Mall and
Creative Director Bla G. With a combination of over 20 years of experience, the founders have
passed down knowledge to new -age filmmakers, advancing them into veterans. FFH
has reinvested the capital from over 700 productions into acquiring the necessary gear and
resources needed to underwrite the majority of expenses to develop their films. Currently, FFH is
developing in-house content with their team of passionate filmmakers working together to tell
the stories of our community and generation.
FFH seeks assistance with the costs associated with producing the Film Festival. The Film
Festival was a multi -day virtual event focusing on connecting youth who are interested in the
film industry with industry professionals through panel discussions and workshops. This festival
provided interested Overtown youth with an opportunity to learn valuable skills directly from
individuals with experience in the film industry.
The Board has previously supported FFH and its Film Festival as authorized by Resolution Nos. CRA-R-
17-0047, CRA-R-18-0050 and CRA-R-19-0032. FFH's total funding request is $40,000, however,
$25,062.00 of unused funds derived from previously authorized Resolution No. CRA-R-19-0032 were
applied to his grant request resulting in the remaining funding need of $14,938.00 for the Film Festival.
JUSTIFICATION:
Packet Pg. 153
3.3
Section 2, Goals 4 and 6 on page 11 of the 2009 Southeast Overtown/Park West Community
Redevelopment Plan ("Plan") lists the "creati[on of] jobs within the community" and "improving
quality of life for residents" as stated redevelopment goals.
Section 2, Goal 5 on page 11 of the Plan lists the "[p]romotion and marketing of the community"
as a stated redevelopment goal.
Section 2, Principle 6 on page 15-16 of the Plan lists the promotion of "local cultural events,
institutions, and businesses" and "restor[ing] a sense of community and unifying] the area
culturally" as stated redevelopment principles.
FUNDING:
$14,938.00 allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids,"
Account No. 10050.920101.883000.0000.00000.
Page 2 of 6
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3.3
AGENDA ITEM
FINANCIAL INFORMATION FORM
SEOPW CRA
CRA Board Meeting Date: November 16, 2020
CRA Section:
Brief description of CRA Agenda Item:
Authorizing a grant to Florida Film House LLC, in an amount not to exceed $14,938.00
to underwrite costs associated with the production of the 2020 Urban Film Festival.
Project Number
YES, there
Account Code:
(if applicable):
are sufficient funds in Line Item:
10050.920101.883000.0000.00000 Amount: $1 4 , 9 3 8.0 0
NO (Complete the following source of funds information):
Amount budgeted in the line item: $
Balance in the line item: $
Amount needed in the line item: $
Sufficient funds will be transferred from the following line items:
ACTION
ACCOUNT NUMBER
TOTAL
Project No./Index/Minot Object
From
$
To
$
From
$
To
$
Comments:
Approved by:
s fiver, E cutive Director 11/11/2020
Approval:
Miguel A Val;;ntirr, Finance Off ce? .11/11/2020
Page 3 of 6
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3.3
Southeast Overtown/Park West
Community Redevelopment Agency
File Type: CRA Resolution
Enactment Number:
File Number: 8193 Final Action Date:
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
AUTHORIZING THE ISSUANCE OF A GRANT TO FLORIDA FILM HOUSE, LLC, IN
AN AMOUNT NOT TO EXCEED $14,938.00, TO UNDERWRITE COSTS
ASSOCIATED WITH THE PRODUCTION OF THE 2020 URBAN FILM FESTIVAL;
FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT
HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS,
UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION;
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS
NECESSARY FOR SAID PURPOSE; FUNDS TO BE ALLOCATED FROM SEOPW
TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT
CODE NO. 10050.920101.883000.0000.00000.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency
("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida
Statutes, and is responsible for carrying out community redevelopment activities and projects
within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West
Community Redevelopment Plan ("Plan"); and
WHEREAS, Section 2, Goals 4 and 6 on page 11 of the Plan lists the "creati[on of] jobs
within the community" and "improving quality of life for residents" as stated redevelopment
goals; and
WHEREAS, Section 2, Goal 5 on page 11 of the Plan lists the "[p]romotion and
marketing of the community" as a stated redevelopment goal; and
WHEREAS, Section 2, Principle 6 at page 15 of the Plan lists the promotion of "local
cultural events, institutions, and businesses" and "restor[ing] a sense of community and
unify[ing] the area culturally" as stated redevelopment principles; and
WHEREAS, Florida Film House, LLC ("FFH") is a full -service production company
founded by Executive Producer Marco Mall and Creative Director Bla G. With a combination of
over 20 years of experience, the founders have passed down knowledge to new -age filmmakers
advancing them into veterans; and
WHEREAS, FFH seeks assistance with the costs associated with the production of the
2020 Urban Film Festival ("Film Festival") which was held September 4-10, 2020. It focused on
connecting youth interested in the film industry with industry professionals through panel
discussions and workshops. The Film Festival provided interested Overtown youth with an
Page 4 of 6
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3.3
opportunity to learn valuable skills directly from individuals with experience in the film industry;
and
WHEREAS, the Board of Commissioners (the "Board") has previously supported FFH
and its Film Festival as authorized by Resolution Nos. CRA-R-17-0047, CRA-R-18-0050 and
CRA-R-19-0032; and
WHEREAS, FFH's total funding request is $40,000.00; however, $25,062.00 of unused funds
derived from previously authorized Resolution No. CRA-R-19-0032 were applied to his grant request
resulting in the remaining funding need of $14,938.00 for the Film Festival; and
WHEREAS, grant funding for the Film Festival is contingent upon the CRA's receipt and
approval of invoices and supporting documentation evidencing authorized expenditures for the
production of the Film Festival; and
WHEREAS, the Board wishes to issue a grant to FFH, in an amount not to exceed
$14,938.00, to underwrite costs associated with the production of the 2020 Urban Film Festival;
and
WHEREAS, the Board finds that authorization of this Resolution would further the CRA's
redevelopment goals and principles;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF
THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated herein as if fully set forth in this Section.
Section 2. The Board of Commissioners hereby authorizes the issuance of a grant,
to Florida Film House, LLC, in an amount not to exceed $14,938.00, to underwrite costs
associated with the production of the 2020 Urban Film Festival.
Section 3. The Executive Director is authorized to disburse funds, at his discretion,
on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory
documentation.
Section 4. The Executive Director is authorized to execute all documents necessary
for said purpose.
Section 5. Funds are to be allocated from SEOPW Tax Increment Fund, entitled
"Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000.
Section 6. This Resolution shall become effective immediately
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
Page 5 of 6
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3.3
Chanel H. Jeff rot ff Counsel 11/11/2020
Page 6 of 6
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For Creators, By Creato
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URBAN FILM FESTIVAL: TABLE OF CONTENTS
1. COVER PAGE
2. TABLE OF CONTENTS
3. MISSION
4. COVID-19 ADJUSTMENTS
5. EDUCATION
6. EXPOSURE
7. DISTRIBUTION
8. FILM FESTIVAL & CO-OP DISTRIBUTION
9. HIGHLIGHTS
10. SATURDAY SCHEDULE
11. SUNDAY SCHEDULE
12. BUDGET
13. END
3.3.a
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Packet Pg. 160
3.3.a
URBAN FILM FESTIVAL: MISSION
What is the Urban Film Festival (UFF)?
A three day event focusing on educating, exposing and
providing distribution opportunities for the new generation of
filmmakers by connecting them with industry professionals,
equipping them with the skills and tools they need through
hands on workshops and panels.
As we prepare for the 2020 Urban Film Festival we recognize
that a change in course must occur given the unprecedented
circumstances we are facing with COVID-19. UFF is doing a
digital exhibition to adapt to the new normal.
We expose young filmmakers content on our media partners
platforms and award our winners with distribution contracts
from our distribution partners.
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3.3.a
URBAN FILM FESTIVAL: COVID-19 ADJUSTMENTS
As we prepare for the 2020 Urban Film Festival we recognize
that a change in course must occur given the unprecedented
circumstances we are facing with COVID-19. UFF is doing a
digital exhibition to adapt to the new normal. This will grant
access for more films to be screened and viewed by a global
audience.
Urban Film Festival is establishing social distancing parameters
in order to keep the show going safely for all guests; in addition
to adding a live streaming component for guests and
filmmakers who are unable to attend the festivals
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3.3.a
URBAN FILM FESTIVAL: EDUCATION
Urban Film Festival
Workshops are designed to provide the new age Urban
Filmmaker with tools and insight needed from industry
professionals to enhance their productions.
Workshops: Producing, Directing, Acting, Writing,
Cinematography, Marketing, Photography and Music
Video.
Panels: Distribution, Femme-Powerment, Star/Actor,
From Music Video to Film, TV & Web, and Diversity.
Master Classes: Producing, Directing, Acting, Writing,
Cinematography, Editing, Film Law & High Quality
Filming On A Low Budget.
Industry Discussions / Meet & Greets - Bic
Celebs.
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3.3.a
URBAN FILM FESTIVAL: EXPOSURE
Urban Film Festival
UFF works with traditional media, social media,
contemporary platforms and aggregators to expose
the filmmakers content, along with collaborating with
our media partners to maximize the exposure of the
filmmakers content.
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URBAN FILM FESTIVAL: DISTRIBUTION
Urban Film Festival
UFF prides itself in advancing filmmakers into the
new age of distribution. In 2020, UFF is partnering
with Worldwide Urban Distribution, to provide
filmmakers with the opportunity to learn how
to optimize and monetize from their content.
2020 winners will be awarded a distribution
contract with Worldwide Urban Distribution.
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Packet Pg. 165
3.3.a
FILM FESTIVAL CO-OP & DISTRIBUTION PARTNERSHIPS
Urban Film Festival has created a co-op with (5) other high
profile film festivals in which we screen the best of each
other's film festivals, increasing exposure for filmmakers.
Our mission is to open a new door for filmmakers all over the
world not only to acquire more knowledge on the new age of
distribution, but to also take advantage of opportunities to
monetize from their content.
Urban Film Festival has partnered with various distribution
companies to educate new age filmmakers on the shifted
state of the industry and provide them with distribution
opportunities to expose their content. UFF aims to take full
advantage of its network of platforms to directly connect
filmmakers with distributors in search for content.
Some of our film festival winners conducting a media Q & A interview Panel
Packet Pg. 166
3.3.a
URBAN FILM FESTIVAL 2019 HIGHLIGHTS
Benchmarks
• All the workshops and panels sold out, and received great
reviews from the film enthusiast that attended.
• All the premiere screenings were sold out and received
standing ovations.
• The three films that premiered at the festival all received
distribution contracts.
Testimonials
"I learned more about film in my four hour producing workshop than I have
learned in my last semester of classes." - Charles Lee (Film Student)
"A Miami Love story was very raw, very true. This the type of cultural film
that is needed in Hollywood." - Professor Russell Motley
"Urban Film Festival will be providing hundreds of filmmakers with the education,
exposure and distribution needed to succeed." - Marco (Mall) Molinet - Founder
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RAPPER ROMEO TALKS URBAN FILM FESTIVAL IN MIAMI
HELPAFTER HARVEY OTHER NEEDS: CLOTHING, BLANKETS, TOWELS
IRomeo Miller & Mogul Master P discuss the Urban Film Festival on NBC 6
Packet Pg. 167
3.3.a
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Packet Pg. 168
3.3.a
URBAN FILM FESTIVAL 2020 BUDGET
EXPENSES
BUDGET
WEBSITE, APP AND STREAMING WEBSITE, APP AND STREAMING
$10,000.00
MARKETING:
MARKETING
Digital, Paper, Ground,
$3,250.00
Graphics, Priniting
MERCHANDISE & PROMO GEAR:
SHIRTS, SWEATERS, HATS,
AWARDS, GIVE A WAYS, SHIPPING
$6,000.00
CURATION:
STAFF:
FOOD
CURATION BUDGET
STAFFING COSTS
LOCAL RESTAURANTS & VENDORS
$5,465.55
$6,250.00
$300.00
PUBLIC RELATIONS & MAGAZINE
PR & MAGAZINE
$7,700.00
INSURANCE:
INSURANCE
$1,034.45
TOTAL $40,000.00
Packet Pg. 169
Thank You
3.3.a
Marco Mall
Executive Producer
P: 786.217.8869
E. marcofloridafilmhouse@gmail.com
Packet Pg. 170
3.4
SEOPW Board of Commissioners Meeting
November 16, 2020
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
INTER -OFFICE MEMORANDUM
To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8194
and Members of the CRA Board
From: Cornelius Shiver
Executive Director
Subject: Resolution authorizing a grant to St.
Agnes Episcopal Church, Inc. for
$400,000 for repairs and impr
Enclosures: File # 8194 Back-up
BACKGROUND:
The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West
Community Redevelopment Agency ("CRA") authorizes the issuance of a grant to St. Agnes
Episcopal Church, Inc. ("St. Agnes"), in an amount not to exceed $400,000 for repairs and
improvements to St. Agnes Episcopal Church located at 1750 NW 3rd Avenue, Miami, Florida
33136 (the "Property") for its 40-year building recertification.
Built between 1923 and 1940, the Property is in need of repairs and renovations to bring the
Property into minimum code compliance in order to receive its 40-year recertification. As a
result, St. Agnes has requested assistance from the CRA to complete the necessary repairs and
improvements. Specifically, St. Agnes requests funding for a roof replacement, construction of a
new restroom, and other general repairs.
JUSTIFICATION:
Section 2, Goal 1 on page 11 of the 2009 Southeast Overtown/Park West Community
Redevelopment Plan ("Plan") lists the "preserv[ation of] historic buildings and community
heritage" as a stated redevelopment goal.
Section 2, Principle 8 on page 15 of the Plan states that "[o]lder buildings that embody the area's
cultural past must be restored" as a stated redevelopment principle.
On August 24, 2007, the City of Miami, acting as General Counsel to the CRA, issued Formal
Legal Opinion No. 07-014, opining that the CRA may use TIF funds to repair or renovate
churches within the redevelopment area for the purpose of improving the community as a whole.
FUNDING:
Packet Pg. 171
.4;
$400,000.00 to be derived from the 2021 SEOPW Tax Increment Fund, entitled "Other Grants
and Aids," Account Code No. 10050.920101.883000.0000.00000.
Page 2 of 6
Packet Pg. 172
3.4
AGENDA ITEM
FINANCIAL INFORMATION FORM
SEOPW CRA
CRA Board Meeting Date: November 16, 2020
CRA Section:
Brief description of CRA Agenda Item:
Authorizing a grant to St. Agnes Episcopal Church in an amount not to exceed
$400,000.00, for repairs and improvements to St. Agnes Episcopal Church for its 40
year building recertification.
Project Number
YES, there
Account Code:
(if applicable):
are sufficient funds in Line Item:
10050.920101.883000.0000.00000 Amount:$400,000.00
NO (Complete the following source of funds information):
Amount budgeted in the line item: $
Balance in the line item: $
Amount needed in the line item: $
Sufficient funds will be transferred from the following line items:
ACTION
ACCOUNT NUMBER
TOTAL
Project No./Index/Minot Object
From
$
To
$
From
$
To
$
Comments:
Page 3 of 6
Packet Pg. 173
3.4
Approved by:
iver, Executive Director 11/11/2020
Approval:
L !)
Miguel A VaIcrtiA F iriarice Officer 11/11/2020
Page 4 of 6
Packet Pg. 174
3.4
Southeast Overtown/Park West
Community Redevelopment Agency
File Type: CRA Resolution
Enactment Number:
File Number: 8194 Final Action Date:
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
AUTHORIZING THE ISSUANCE OF A GRANT TO ST. AGNES EPISCOPAL
CHURCH, INC., IN AN AMOUNT NOT TO EXCEED $400,000, FOR REPAIRS AND
IMPROVEMENTS TO ST. AGNES EPISCOPAL CHURCH FOR ITS 40-YEAR
RECERTIFICATION; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL
DOCUMENTS NECESSARY FOR SAID PURPOSE; FURTHER AUTHORIZING THE
EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A
REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION
OF INVOICES AND SATISFACTORY DOCUMENTATION; DERIVING FUNDS FROM
THE 2021 SEOPW CRA TAX INCREMENT FUND, "OTHER GRANTS AND AIDS,"
ACCOUNT CODE NO. 10050.920101.883000.0000.00000.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency
("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida
Statutes, and is responsible for carrying out community redevelopment activities and projects
within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West
Community Redevelopment Plan ("Plan"); and
WHEREAS, Section 2, Goal 1 on page 11 of the Plan lists the "preserv[ation of] historic
buildings and community heritage" as a stated redevelopment goal; and
WHEREAS, Section 2, Principle 8 on page 15 of the Plan states that "[o]Ider buildings
that embody the area's cultural past must be restored"; and
WHEREAS, on August 24, 2007, the City of Miami, acting as General Counsel to the
CRA, issued Formal Legal Opinion No. 07-014, opining that the CRA may use TIF funds to
repair or renovate churches within the redevelopment area for the purpose of improving the
community as a whole; and
WHEREAS, St. Agnes Episcopal Church ("St. Agnes"), located at 1750 NW 3rd Avenue,
Miami, Florida 33136 (the "Property") was built between 1923 and 1930; and
WHEREAS, the Property is in need of repairs and renovations to bring it into minimum
code compliance in order to receive its 40-year recertification. St. Agnes has requested
assistance from the CRA to complete the necessary repairs and improvements, including a roof
replacement, construction of a new restroom, and other general repairs; and
Page 5 of 6
Packet Pg. 175
3.4
WHEREAS, the Board of Commissioners wishes to authorize funding to St. Agnes, in an
amount not to exceed $400,000 for repairs and improvements to the Property for its 40-year
building recertification; and
WHEREAS, the Board of Commissioners finds that authorizing this Resolution would
further the aforementioned redevelopment goals and objectives;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF
THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated herein as if fully set forth in this Section.
Section 2. The Board of Commissioners hereby authorizes the issuance of a grant to
St. Agnes Episcopal Church, Inc, in an amount not to exceed $400,000, for repairs and
improvements to St. Agnes Episcopal Church located at 1750 NW 3rd Avenue, Miami, Florida
33136, for its 40-year building recertification.
Section 3. The Executive Director is authorized to execute all documents necessary
for said purpose.
Section 4. The Executive Director is authorized to disburse funds, at his discretion,
on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory
documentation.
Section 5. Funds to be derived from the 2021 SEOPW Tax Increment Fund,
entitled "Other Grants and Aids," Account Code No.
10050.920101.883000.0000.00000.
Section 6. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
Chanel H. Jeffer'oh, $tiff Counsel 11/11/2020
Page 6 of 6
Packet Pg. 176
3.4.a
PALM CONSTRUCTION AND DESIGN GROUP, INC.
CONSTRUCTION PROPOSAL/CONTRACT
Between the Owner:
And the Contractor:
ST. AGNES EPISCOPAL CHURCH
P.O. BOX 2943
Miami, FL 33101
Palm Construction and Design Group, Inc.
12491 SW 134 Court, Ste. 20
Miami, FL 33186
786-251-9289
For the Project located: 1750 NW 3`d Avenue
Miami, FL 33136
Attachment: File # 8194 Back-up (8194 : Resolution authorizing a grant to St. Agnes Episcopal Church, Inc. for $400,000 for repairs and impr)
Packet Pg. 177
July 15, 2020
3.4.a
ST. AGNES EPISCOPAL CHURCH
P.O. Box 2943
Miami, FI 33101
RE: Re -roofing, and Bathroom Addition to the Sanctuary Building
Dear Owner:
We are pleased to submit this proposal for construction services on the above referenced project located in
Miami, Florida.
Palm Construction and Design Group, Inc. will perform the work outlined below:
MECHANICAL
- Furnish and install new HVAC system as shown on the Mechanical Plans by Hyde Park Architects
- Furnish and install new refrigerant lines and covers, drain lines, exhaust fans, duct work, and A/C
stands as necessary
- Furnish and install new metal cage for condenser unit on ground floor
- No other mechanical work included in this proposal
ELECTRICAL
Furnish and install new Electrical system as shown on the Mechanical Plans by Hyde Park
Architects (including all new wiring, electric boxes, plugs, breakers, conduits, disconnect boxes, etc.
to service new restroom addition)
No other electrical work is included in this proposal
PLUMBING
Furnish and install new Plumbing system as shown on the Plumbing Plans by Hyde Park
Architects
Furnish and install five (5) new toilets, five (5) new wall hung lavatories, two (2) new urinals, five
(5) new faucets, new water heaters, and ancillary piping
No other plumbing work is included in this proposal
BATHROOM ADDITION
Furnish and install all items needed to construct the new bathroom addition as shown on the
Architectural Plans by Hyde Park Architects
No other work is included in this proposal
ROOF
Remove existing roof covering to expose existing sheathing
Replace existing sheathing as necessary
Install new roof covering (i.e. — asphaltic shingles, etc.)
No other roof work is included in this proposal
Attachment: File # 8194 Back-up (8194 : Resolution authorizing a grant to St. Agnes Episcopal Church, Inc. for $400,000 for repairs and impr)
Packet Pg. 178
3.4.a
METALS
- Install new metal stair railings as shown on the Architectural Plans by Hyde Park Architects
- No other metal work is included in this proposal
A. Exclusions
- Environmental services (i.e. — mold, lead, asbestos abatement, or remediation)
Security or police services
- Permit fees
- No other construction services not specified herein
ST. AGNES EPISCOPAL CHURCH shall pay Palm Construction and Design Group, Inc. for the
performance of completed work, as authorized and outlined by this agreement. The base bid is Four
Hundred Thousand Dollars, ($400,OOO.00).
Notes:
1. Palrn Construction and Design Group, Inc. will furnish all the labor and material necessary to
complete the alterations and improvements described in herein.
2. Match existing textures and colors as close as possible.
3. This proposal is based upon the observation of conditions. Conditions which could not be
known by a reasonable inspection, such as termite damage, hidden water damage, hidden
code violations, or other concealed conditions, may require extra labor or materials.
Date: Signature:
Owner
Date: 7/15/20 Signature:
Palm Construction and Design Group, inc.
cc: File
Attachment: File # 8194 Back-up (8194 : Resolution authorizing a grant to St. Agnes Episcopal Church, Inc. for $400,000 for repairs and impr)
Packet Pg. 179
3.5
SEOPW Board of Commissioners Meeting
November 16, 2020
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
INTER -OFFICE MEMORANDUM
To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8195
and Members of the CRA Board
From: Cornelius Shiver
Executive Director
Subject: Resolution authorizing a grant to Willie
Williams, in an amount not to exceed
$150,000.00, for the I
Enclosures: File # 8195 Back-up
BACKGROUND:
The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West
Community Redevelopment Agency ("CRA") authorizes the issuance of a grant to Willie
Williams, in an amount not to exceed $150,000.00, for the limited scope renovation of two, two-
story mixed -use buildings located at 1131-1133 NW 3rd Avenue, Miami, Florida 33136
("Property").
Mr. Williams, as the owner of the Property, seeks funding assistance from the CRA for limited
scope repairs to the Property. The Property consists of two, two-story mixed -use buildings in
which the ground floor of each building is commercial space and the second floor is residential.
The limited scope renovation will consist of roof replacements, and the installation of hurricane
resistant windows and a new air conditioning system, along with the required electrical upgrades.
JUSTIFICATION:
Pursuant to Chapter 163 of the Florida Statutes, a community redevelopment agency is
responsible for carrying out community redevelopment activities and projects within its
redevelopment area "for the elimination and prevention of the development or spread of slums
and blight" in accordance with the 2009 Southeast Overtown/Park West Community
Redevelopment Plan ("Plan").
Section 2, Goal 6 on page 11 of the Plan lists "improving quality of life for residents" as stated
redevelopment goals.
Section 2, Principle 3 on page 14 of the Plan further provides that "there must be variety in
housing options" as a stated redevelopment principle.
FUNDING:
Packet Pg. 180
3-5
$150,000.00 to be derived from the 2021 SEOPW Tax Increment Fund, entitled "Other Grants
and Aids," Account Code No. 10050.920101.883000.0000.00000.
Page 2 of 5
Packet Pg. 181
3.5
AGENDA ITEM
FINANCIAL INFORMATION FORM
SEOPW CRA
CRA Board Meeting Date: November 16, 2020
CRA Section:
Brief description of CRA Agenda Item:
Authorizing a grant to Willie Williams, in an amount not to exceed $150,000.00, for the
limited scope renovation of two, two-story mixed — use buildings.
Project Number
YES, there
Account Code:
(if applicable):
are sufficient funds in Line Item:
10050.920101.883000.0000.00000 Amount: $1 5 0 , 0 0 0.0 0
NO (Complete the following source of funds information):
Amount budgeted in the line item: $
Balance in the line item: $
Amount needed in the line item: $
Sufficient funds will be transferred from the following line items:
ACTION
ACCOUNT NUMBER
TOTAL
Project No./Index/Minot Object
From
$
To
$
From
$
To
$
Comments:
Approved by:
s fiver, E cutive Director 11/11/2020
Approval:
Miguel A Valontirr, Finance Off ce? .11/11/2020
Page 3 of 5
Packet Pg. 182
3.5
Southeast Overtown/Park West
Community Redevelopment Agency
File Type: CRA Resolution
Enactment Number:
File Number: 8195 Final Action Date:
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
AUTHORIZING THE ISSUANCE OF A GRANT TO WILLIE WILLIAMS, IN AN
AMOUNT NOT TO EXCEED $150,000.00 FOR THE LIMITED SCOPE RENOVATION
OF TWO, TWO-STORY MIXED -USE BUILDINGS LOCATED AT 1131-1133 NW 3RD
STREET, MIAMI, FLORIDA 33136; AUTHORIZING THE EXECUTIVE DIRECTOR TO
EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FURTHER
AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS
DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON
PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION;
DERIVING FUNDS FROM THE 2021 SEOPW CRA TAX INCREMENT FUND, "OTHER
GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency
("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida
Statutes, and is responsible for carrying out community redevelopment activities and projects
within its Redevelopment Area "for the elimination and prevention of the development or spread
of slums and blight" in accordance with the 2009 Southeast Overtown/Park West Community
Redevelopment Plan ("Plan"); and
WHEREAS, Section 2, Goal 6 on page 11 of the Plan lists "improving quality of life for
residents" as stated redevelopment goals; and
WHEREAS, Section 2, Principle 3 on page 14 of the Plan further provides that "there
must be variety in housing options" as a stated redevelopment principle; and
WHEREAS, Willie Williams, as the owner of the property below, seeks funding
assistance from the CRA for a limited scope renovation to 1131-1133 NW 3rd Street, Miami,
Florida 33136, which consists of two, two-story mixed -use buildings in which the ground floor of
each building is commercial space and the second floor is residential; and
WHEREAS, the limited scope renovation will consist of roof replacements, and the
installation of hurricane resistant windows and a new air conditioning system, along with the
required electrical upgrades; and
WHEREAS, the Board of Commissioners wishes to authorize the issuance of a grant to
Willie Williams, in an amount not to exceed $150,000.00, for the limited scope renovation of two,
two-story mixed -use buildings located at 1131-1133 NW 3rd Avenue, Miami, Florida 33136; and
Page 4 of 5
Packet Pg. 183
3.5
WHEREAS, the Board of Commissioners finds that authorizing this Resolution would
further the aforementioned redevelopment goals and objectives;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF
THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated herein as if fully set forth in this Section.
Section 2. The Board of Commissioners hereby authorizes the issuance of a grant to
Willie Williams, in an amount not to exceed $150,000.00, for the limited scope renovation of two,
two-story mixed -use buildings located at 1131-1133 NW 3rd Avenue, Miami, Florida 33136.
Section 3. The Executive Director is authorized to execute all documents necessary
for said purpose.
Section 4. The Executive Director is authorized to disburse funds, at his discretion,
on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory
documentation.
Section 5. Funds to be derived from the 2021 SEOPW Tax Increment Fund,
entitled "Other Grants and Aids," Account Code No.
10050.920101.883000.0000.00000.
Section 6. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
Chanel H. Jeffer o r,t ff� Counsel 11/11/2020
Page 5 of 5
Packet Pg. 184
Willie L. Williams, Sr.
1133 NW 3rd Avenue
Miami, FL 33136
(305) 401-5786
williams5175@bellsouth.net
July 14, 2020
Southeast Overtown/Park West Community Redevelopment Agency
819 NW 2nd Ave
Miami, FL 33136
(305) 679-6827
Dear Mr. Zeltsman:
I am requesting a grant from the C.R.A. in the amount of $150,000. I am the President and CEO
of ABC Williams & Associates, Inc. My family has been in the Overtown community for the
past 80 years. I have owned a barber shop as part of a family business in Overtown for 40 of the
70 years it has been in existence.
I am requesting the grant because of the current condition of my buildings located at 1131 and
1133 NW 3rd Ave. Both properties are in dire need of roofs, hurricane impact windows, AC units
and exterior doors. More things are needed, but considering that we are presently in hurricane
season, I'm targeting the most urgent repairs.
I look forward to hearing from you soon and am appreciative of your consideration. If there is
any additional information or documentation required, please do not hesitate to contact me.
Respectfully Yours,
dpe4
Pastor Willie L Williams Sr.
Packet Pg.135
3.5.a
Packet Pg. 186
Bid No. 1
3.5.a
Runu Contracting, Inc
2861 NW 154th Terrace Miami Gardens, F133054
Tel. (305) 316-6457 Fax (786) 536-5475
License # CGC 1515267.... runucontractinggc@gmail.com
June 30, 2020
PROPOSAL / AGRREEMENT
Project Name: Rev. Williams Apartment and Retail
Owner / Director Name: Rev. Willie Williams
Address: 1131-1133 NW 3 Ave
Miami, FL 33136
DESCRIPTION
NAME
GENERAL DESCRIPTION
1
Install of 2 new Flat Roof
2
Install of 36 new impact windows
3
Insta11 3 impact exterior doors
4
Insta11 9 mini split units (10,000 to 12,000 BTU each )
5
Patch leaking ceiling area with new 5/8 Dry Wall
6
Skin Coat all ceilings
7
Skin Coat all interior walls
8
Paint all ceilings
9
Paint all interior walls
10
Profit and Overhead
TOTAL
$130,000.00
Permatrie 4 L'€k Date 06-30-2020
Jermaine A. Clarke
Runu Contracting Inc.
Date
Owner/ Authorize Agent
Rev. Willie Williams
Packet Pg. 187
Bid No. 2
3.5.a
13825 JACKSON ST.
Miami, FI. 33176
Date: June 3, 2020
MALCOLM T. WRIGHT, INC.
GENERAL CONTRACTOR CGC 053456
Project: Willie Williams, Sr. Project
1131; 33 & 35 NW 3 Av.
Miami, FI. 33136
RE: Proposal for Remodel Work
PH: (786)586-4472
email: mtwright@bellsouth.net
Malcolm T. Wright, Inc. is pleased to submit a proposal for labor and materials to remodel; (2) two story
buildings at the above referenced address for the sum of, $158,600. This proposal is based on our site
visit and field notes.
The following is included in this proposal. Any changes or modifications to the following may affect our
proposed price.
General Requirements:
o Prep work for protection of the finishes inside and outside surrounding work areas.
o Permits, Engineering and Notice of Commencement (NOC).
o Control dusk barrier installed where needed along immediate work area.
o All debris generated by us shall be hauled away daily.
o Mobilization of material and equipment will be coordinated during contract work.
Existing Conditions:
o Demolition of windows & doors
o Roof- tear off and disposal.
o Boring and penetrations through block walls.
o Select demolition work, including removal of all window A/C wall unit.
Thermal & Moisture Protection:
o Replace existing flat roof with new roof system as follows: strip and haul away all
existing roof debris; replace damaged sheathing (8 sheets of plywood included); re -nail
existing sheathing to meet FBC; replace other misc. wood (up to 100 LF).
o Re -roof using the following materials:
o Install one layer of %" Secure Rock board.
o Fully adhere one Ply of GAF 60 mil. TPO.
o Install .032 aluminum metal coping.
o Flash all roof penetrations according to GAF's recommendations and requirements.
o No downspouts or gutters included neither painting.
Openings:
o Provide and install all new impact window system, full view, bronze finish with bronze
tinted glass.
o All windows shall be horizontal rollers. All caulking including inside and out. Stucco
patching and won -cote finish patching included.
o Provide and install (5) exterior door with panic hardware.
Initialed by Owner:
Contractor:
1
Packet Pg. 188
3.5.a
Plumbing:
o Provide and install condensation drainage for all new A/C Equipment.
Mechanical:
Electrical:
o Provide and install (2) new mini -split A/C system & 1-Compressor. Bldg. 33& 35 provided
with fresh air fan required as per code.
o Provide and install electrical connection to all new A/C units.
o Provide and install smoke detectors as per code.
Note:
1. All work will be done in compliance with Florida Building Code 2010.
2. Any bills submitted are due upon receipt.
3. Warranty:
a. All other work one (1) year.
We guarantee against defects in materials and workmanship that MTW, Inc. provides in accordance
with this proposal for one (1) year.
We propose hereby to furnish all material and labor to complete in accordance with specifications
above the sum of:
Total proposed price: $ 158,600.00
Payment Schedule:
Deposit $ 25,000.00
Materials & Supplies ordered $ 39,247.00
Roof/windows/Doors $ 39,247.00
A/C Systems $ 39,246.00
Completion and acceptance of work $ 15,860.00
Note: each draw must be paid before we proceed with the next phase of work.
All equipment and labor guaranteed to be as specified. All work to be completed in a professional
manner in accordance to Local County Codes. It is understood and agreed that the provisions on the
reviser side hereof are hereby incorporated by reference and constitute a part of this contract. The
undersigned accepts the above job at the price quoted and agrees to pay for said work promptly upon
completion of same as herein specified. If any sums due are collected by suite of demand of an Attorney
or collection agency, then the undersigned agrees to pay all cost of such charges. Including reasonable
Attorney's fee for collection of above prices, specifications and conditions are hereby accepted. This
proposal may be withdrawn by MALCOLM T. WRIGHT, INC. if not accepted within thirty days.
Any alterations or deviations from specifications above involving extra costs will be executed only
written work orders and will become an extra charge over and above the proposal.
Initialed by 0
Contractor:
2
Packet Pg. 189
3.5.a
Insurance:
General and property insurance
Workman's Compensation
Statutory
Force Majeure:
All agreements and contractual obligations are contingent upon such occurrence as a war, strike, riot,
crime, or an event described by the legal term act of God (such as hurricane, flooding, earthquake,
volcanic eruption, etc.), prevents one or both parties from fulfilling their obligations under the contract.
Owner will carry fire, tornado, hurricane and other necessary insurance.
Signature Authorized
Acceptance of proposal: the above prices, specifications and conditions are satisfactory and are hereby
accepted. You are authorized to do the work as specified. Payment will be made as outlined above.
Date of Acceptance:
Authorized Signature:. -
Authorized Signature:
Authorized Signature:
, INC.)
(Owner)
(Owner)
3
Initialed by Owner:
Contractor:
Packet Pg. 190
Bid No. 3
3.5.a
Date: June 12, 2020
Project: Mr. Willie Williams, Sr. P.M.
Address: 1131-33 & 35 NW 3 rd Avenue
Miami, FI. 33136
Project #: ACE-2020-010
ATT: Mr. Willie Williams
Phone#: (305)934-0601
PROPOSAL/CONTRACT
L.C. # CG-0058483
Email acecds@att.net
ACE Construction & Design Services LLC. Is hereby submitting our Proposal to furnish
all labor and material necessary- to refurbish the above reference properties for Mr.
Willie Williams at the above reference project location, for the Sum Of: One Hundred
Ninety Thousand Three Hundred One Dollars and 100/00 ($ 190,300.00)
WORK INCLUDE:
GENERAL CONDITIONS:
• Permitting as Required.
• Provide Protection for all existing structures from damages during the duration of
construction.
• Remove all debris daily and place into dumpster container as required to keep
the job site clean.
• Provide dumpster over the entire duration of the construction to haul away all
debris and leave job site in a clean condition.
ARCHITECTURAL:
• Removal all existing windows and replace with New Impact Windows. Provide
the required finishing around all windows after installation with stucco as
required. Windows to be selected and approved by owner.
• Removal of 5 doors, hardware, casings and replace with new. All hardware to be
selected by owner.
• Removal of all damage roofing system. Replace with new system. All materials to
be selected by owner.
MECHANICAL WORK:
• Remove all existing A/C single wall units. Install new 2 A/C systems with
compressor. New Fresh air equipment installed as per FBC code.
ELECTRICAL WORK:
• Provide A/C electrical connections as per FBC.
Packet Pg. 191
3.5.a
PLUMBING WORK:
• Provide and install new NC drainage as per FBC.
WORK NOT INCLUDED:
• Work up -grade required by City of Miami Fire Department.
• No interior work is included in this proposal.
• No public work or related work included in this contract.
• Main plumbing sewer connection to property and onsite drainage system work
included in this contract.
• Structure repair work included in this contract.
• Landscape work / site work included in this contract.
PAYMENT SCHEDULES:
• Mobilization (20%) $ 38,060.00
• (Phase #1) At 25% $ 38,060.00
• (Phase #2) At 50% $ 38,060.00
• (Phase #3) At 75% $ 38,060.00
• (Phase #4) At 100% $ 38,060.00
• Total Contract Amount $ 190,300.00
***Each Draw must be paid before we proceed with the next phase of work***
ALL EQUIPMENT AND LABOR ARE GUARANTEED TO BE AS SPECIFIED. ALL WORK TO BE COMPLETED IN A
PROFESSIONAL MANNER IN ACCORDING TO LOCAL COUNTY CODES. IT IS UNDERSTOOD AND AGREED THAT THE
PROVISIONS ON THE REVISER SIDE HEREOF ARE HEREBY INCORPORATED BY REFERENCE AND CONSTITUTE A PART
OF THISREP CONTRACT. THE UNDERSIGNED ACCEPTS THE ABOVE JOB AT THE PRICE QUOTED AND AGREES TO PAY
FOR SAID WORK PROMPTLY UPON COMPLETION OF SAME AS HEREIN SPECIFIED. IF ANY SUMS DUE ARE COLLECTED
BY SUITE OR DEMAND OF AN ATTORNEY OR COLLECTION AGENCY THEN THE UNDERSIGNED AGREES TO PAY ALL
COST OF SUCH CHARGES. INCLUDING REASONABLE ATTORNEY'S FEE FOR COLLECTION OF ABOVE PRICES,
SPECIFICATIONS AND CONDITIONS ARE HEREBY ACCEPTED. THIS ROPOSAL MAY BE WITHDRAWN BY ACE
CONSTRUCTION, & DESIGN SERVICES LLC. IF NOT ACCEPTED WIT IN THIRTY (3.) DAYS.
AUTHORIZED ACCEPTANCE
SIGNATURE SIGNAT
CLIENT REPRESENTATIVE
Sincerely,
—Wee E.
AC
F
Packet Pg. 192
3.5.a
CONTRACT
1. Limited Warranties. All limited warranties under this contract as hereinafter set fort are contingent upon the owner paying
all amounts due under this contract and furnishing contractor, at the above address, written notice of the defect or
malfunction with the warranty period. Contractor's obligations under the following warranties are to either repair or
replace, at their expense, within a reasonable time any defective goods covered thereby.
2. ACE Construction, & Design Services LLC. Guarantees that all materials furnished will be of standard quality, type and
condition, and will be installed, built or applied where applicable in a good and workmanlike manner, said labor and
material guaranteed against material defects for a period of ONE year(s) from date of Substantial Completion. The liability
of ACE Construction, & Design Services LLC for defective materials, work or installation under this guaranty is limited
to the replacement or correction of said defect.
3. Due to the nature of the work and use of hot asphalt, during the new installation of the new roofing system, owners must
assume responsibility for removing vehicles, closing windows, closing or removing awnings and any other objects that tar
may fall or drip on and cause damage to. If tar fall or drips on the paint or stucco, ACE Construction, Design Services
LLC. Will do its best to remove the tar but owner will be responsible for any touch-up or (re)painting.
4. The owner agrees to afford ACE Construction, Design Services LLC. With water and electricity over the entire duration
of the construction work.
5. We cannot assume responsibility for any damages done to the roof by plumbers, electricians, air conditioner men or any
by other tradesman not directly employed by ACE Construction, Design Services LLC.
6. The prevailing party shall be entitled to recover all costs including reasonable attorney's fees in the event any dispute
arises under this contract. This shall apply whether suite be instituted or not. All delinquent accounts shall bear interest at
a rate of 18% per annum.
7. We do not guarantee our roofing against leakage due to fire, hail or tempest, hurricane, nor Acts of God, nor to punctures
made by fastening or wire fixtures, nor the erection of any hatchway, penthouse, flagpole, pipe other structure, support of
brace subsequent to the completion of our work not done under ACE Construction, Design Services LLC.
8. We do not guarantee against leaks caused by termite infestation.
9. In the event a lien is filed for non-payment the owner will be invoiced an additional $ 50.00 and $ 25.00 for the removal of
same at the final payment of this contact.
10. We do not guarantee against improper building or floor deck construction not done under ACE Construction, & Design
Services LLC. Contract.
11. ACE Construction, & Design Services LLC. Contract. Reserves the right to cancel the contract prior to
commencement of work in event that conditions stipulated in said contract are not met by the Client / Owner.
12. Arbitration: The parties here by elect binding arbitration as their exclusive method of resolving controversies existing
between them relating to this Contract. Arbitration proceedings shall be conducted in accordance with the rules of
Arbitration which are incorporated by reference into this Contract. Binding Arbitration is recognized under florida law as a
judicially enforceable means of dispute resolution. This release is given freely and voluntarily by the undersigned who are
authorized representatives of the parties to this Contract.
13. ACE Construction, & Design Services LLC. will Not assume responsibility for personal items like furniture left on
premises during the duration of the demolition and construction phase of the project.
14. The Owner to provide ACE Construction, & Design Services LLC. with a copy of the following document.
1. A property survey.
2. Existing construction documents.
15. After the owner sign the contract and pay the down payments in accordance with the Contract ACE Construction, &
Design Service LLC. will proceed to pull the required permits on the said job.
16. ACE Construction, & Design Services LLC. anticipates a construction duration of Twelves (12) to Eighteen (18) months
after all permits are pull and construction commence.
Packet Pg. 193
3.5.a
Proposal / Contract
Continue
Authorized Acceptance tq en I
Signature: Signature N +r
Res. Representative ACE Representative
Sincerely,
Submitted By:
Iver E. Williams / President
CC: ACE Files
Date 06-12-20
This document / message is intended for use of the individual or entity to which it is addressed and may contain
information that is privileged, confidential and exempt from disclosure. If the reader of this message is not the
intended recipient, you are notified that any dissemination, distribution or copying of is stickily prohibited. If you
receive this communication in error, please notify us immediately by telephone at (305)216-5092 and return the
original to use by mail. Thank you. Proposal No. 2020-010
Packet Pg. 194
3.6
SEOPW Board of Commissioners Meeting
November 16, 2020
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
INTER -OFFICE MEMORANDUM
To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8196
and Members of the CRA Board
From: Cornelius Shiver
Executive Director
Subject: Resolution authorizing a grant in an
amount not to exceed $125,000, to
Norwood Consulting, Inc. to u
Enclosures: File # 8196 Back-up
BACKGROUND:
The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West
Community Redevelopment Agency ("CRA") authorizes the issuance of a grant, in an amount
not to exceed $100,000, to Norwood Consulting, Inc. (doing business as "Hampton Art Lovers")
to underwrite costs associated with producing cultural programming and art exhibitions at the
Historic Ward Rooming House for 2020-2021.
Since 2018 Hampton Art Lovers ("HAL") has been the proud operator of the Historic Ward
Rooming House Gallery located in Overtown at 249 NW 9th Street, Miami, Florida 33136. HAL
engages the community through the arts, by hosting a traditional gallery alongside community
events. In addition, HAL presents a curated panoramic experience annually at the Historic Ward
Rooming Housing for Soul Basel which is during the week of Miami's Art Basel. That particular
experience is named "Point Comfort", after the place in Virginia where the first Africans came
ashore in America. In 2019, Point Comfort showcased the works of contemporary and
appreciated artists such as Ernie Barnes, Leroy Campbell, Basil Watson, BUCK!, Phil Shung,
Gil Ashby, Krystal Hart, Joel Gresham and Musa Hixson.
For programming during the 2020-2021 calendar year, HAL has the following exhibitions
tentatively scheduled: "Purvis Comes Home: Manchild in the Promised Land", "Kenkeleba
Collection and/or H. Clinton Taylor Collection" during the "Point Comfort Art Fair", "James C.
McMillan: Looking Back Over My Shoulder", "Jacob Lawrence: Selections from Ebony
Broadsides", and "Napoleon Jones -Henderson: An Artists Collection of his Peers."
JUSTIFICATION:
Section 2, Goal 5, at page 11 of the 2009 Southeast Overtown/Park West Community
Redevelopment Plan ("Plan") lists the [p]romotion and marketing of the community" as a stated
redevelopment goal.
Packet Pg. 195
3.6
Section 2, Principles 6 and 14 at pages 15-16 of the Plan list the promotion of "local cultural
events, institutions, and businesses," and "restor[ing] a sense of community and unify[ing] the
area culturally" as stated redevelopment principles.
FUNDING:
$125,000.00 allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids"
Account No. 10050.920101.883000.0000.00000.
Page 2 of 6
Packet Pg. 196
3.6
AGENDA ITEM
FINANCIAL INFORMATION FORM
SEOPW CRA
CRA Board Meeting Date: November 16, 2020
CRA Section:
Brief description of CRA Agenda Item:
Authorizing a grant to Norwood Consulting, Inc. in an amount not to exceed $125,000,
to underwrite costs associated with producing cultural programming at the Historic Ward
Rooming House.
Project Number
YES, there
Account Code:
(if applicable):
are sufficient funds in Line Item:
10050.920101.883000.0000.00000 Amount: $1 2 5 , 0 0 0.0 0
NO (Complete the following source of funds information):
Amount budgeted in the line item: $
Balance in the line item: $
Amount needed in the line item: $
Sufficient funds will be transferred from the following line items:
ACTION
ACCOUNT NUMBER
TOTAL
Project No./Index/Minot Object
From
$
To
$
From
$
To
$
Comments:
Page 3 of 6
Packet Pg. 197
3.6
Approved by:
iver, Executive Director 11/11/2020
Approval:
L !)
Miguel A VaIcrtiA F iriarice Officer 11/11/2020
Page 4 of 6
Packet Pg. 198
3.6
Southeast Overtown/Park West
Community Redevelopment Agency
File Type: CRA Resolution
Enactment Number:
File Number: 8196 Final Action Date:
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
AUTHORIZING THE ISSUANCE OF A GRANT, IN AN AMOUNT NOT TO EXCEED
$125,000.00, TO NORWOOD CONSULTING, INC., TO UNDERWRITE COSTS
ASSOCIATED WITH PRODUCING CULTURAL PROGRAMMING AND ART
EXHIBITIONS AT THE HISTORIC WARD ROOMING HOUSE FOR 2020-2021;
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS
NECESSARY FOR SAID PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE
DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT
BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND
SATISFACTORY DOCUMENTATION; FUNDS TO BE ALLOCATED FROM SEOPW
TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT
CODE NO. 10050.920101.883000.0000.00000.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency
("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163,
Florida Statutes, and is responsible for carrying out community redevelopment activities and
projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park
West Community Redevelopment Plan ("Plan"); and
WHEREAS, Section 2, Goal 5 on page 11 of the Plan lists the "[p]romotion and
marketing of the community" as a stated redevelopment goal; and
WHEREAS, Section 2, Principle 6 on page 15 of the Plan lists the promotion of "local
cultural events, institutions, and businesses" as a stated redevelopment principle; and
WHEREAS, Section 2, Principle 14 on page 16 of the Plan also lists "restor[ing] a sense
of community and unify[ing] the area culturally" as a stated redevelopment principle; and
WHEREAS, since 2018 Norwood Consulting, Inc. (doing business as "Hampton Art
Lovers") has been the proud operator of the Historic Ward Rooming House Gallery located in
Overtown at 249 NW 9th Street, Miami, Florida 33136; and
WHEREAS, Hampton Art Lovers ("HAL") engages the community through the arts by
hosting a
traditional gallery alongside community events. In addition, HAL presents a curated panoramic
experience annually at the Historic Ward Rooming Housing for Soul Basel during the week of
Miami's Art Basel. That particular experience is named "Point Comfort", after the place in
Virginia where the first Africans came ashore in America. In 2019, Point Comfort showcased the
Page 5 of 6
Packet Pg. 199
3.6
works of contemporary and appreciated artists such as Ernie Barnes, Leroy Campbell, Basil
Watson, BUCK!, Phil Shung, Gil Ashby, Krystal Hart, Joel Gresham and Musa Hixson; and
WHEREAS, for programming during the 2020-2021 calendar year, HAL has the
following exhibitions tentatively scheduled: "Purvis Comes Home: Manchild in the Promised
Land", "Kenkeleba Collection and/or H. Clinton Taylor Collection" during the "Point Comfort Art
Fair", "James C. McMillan: Looking Back Over My Shoulder", "Jacob Lawrence: Selections from
Ebony Broadsides", and "Napoleon Jones -Henderson: An Artists Collection of his Peers"; and
WHEREAS, the Board of Commissioners wish to authorize the issuance of a grant, in an
amount not to exceed $125,000.00 to Norwood Consulting, Inc., to underwrite costs associated
with producing cultural programming and art exhibitions at the Historic Ward Rooming House for
2020-2021; and
WHEREAS, the Board of Commissioners finds that such a grant would further the
aforementioned redevelopment goals and objectives;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF
THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated herein as if fully set forth in this Section.
Section 2. The Board of Commissioners hereby authorizes the issuance of a grant,
in an amount not to exceed to $125,000.00, to Norwood Consulting, Inc., to underwrite costs
associated with producing cultural programming and art exhibitions at the Historic Ward
Rooming House for 2020-2021.
Section 3. The Executive Director is authorized to execute all documents necessary
for the purposes set forth above.
Section 4. The Executive Director is authorized to disburse funds, at his discretion,
on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory
documentation.
Section 5. Funds are to be allocated from SEOPW Tax Increment Fund, entitled
"Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000.
Section 6. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
Chanel H. Jefferson, -.4.4tiff Counsel 11/11/2020
Page 6 of 6
Packet Pg. 200
3.6.a
Hampton Art Lovers / Historic Ward Rooming House
S.E. Overtown / Park West CRA
Program Proposal and Proposed Budget 2020-21
HAMPTON ART LOVERS
About Hampton Art Lovers (HAL)
Hampton Art Lovers' mission is to accentuate the inspirational unifying
and enriching aspects of African -American Fine Art in new and old
settings. We are passionate supporters of Hampton University's long-
standing commitment to African -American art, the Hampton University
Museum Collection, and the International Review of African American
(Published by the University since 1976).
Hampton Art Lovers honors the heart and soul of African -American fine artists and make their
work discoverable by anyone who loves art. Hampton Art Lovers believes that understanding
culture increasingly vital in the modern world. We live in a knowledge economy where
demonetization is rampant. It is a world in which technology can render previously expensive
and/or inaccessible products and services much cheaper -or even free. Intense, experiential
learning is the currency of the knowledge economy and lovers of art do this naturally.
Hampton Art Lovers believe that through culture and education we can improve our
communities and communities all over the world.
Historic Ward Rooming House Gallery
Since 2018, Hampton Art Lovers has been the proud operators of the Historic Ward Rooming
House Gallery, owned by the S.E. Overtown / Park West CRA and the centerpiece of the
Historic Overtown Culture Entertainment District Master Plan. Built in the era of Overtown's
historic heyday, when it was known as "Colored Town," the Ward Rooming House stands as a
tribute to the history of the oldest historic black community in the City of Miami. Its location on
NW 9th Street integrated it into the epicenter of Overtown's social life and business district. As
one of the few remaining buildings of its time, a seemingly ordinary rooming house becomes
significant for the larger role it serves in preserving the history and architecture of Miami's
black community. The future of the Ward Rooming House looks promising because it is
included in current Overtown preservation efforts for community development and
rehabilitation.
HAL/CRA Partnership
Our partnership began fully in November 2018, with our Elizabeth Catlett show at the Ward
and the Ernie Barnes Show at the OPAC (Art Basel 2018). We then extended the partnership
through Black History Month. Based on the successes that followed, we mutually decided that
a year long partnership was sustainable. Today, we are thankful for your investment in HAL to
provide culture and programming at the Ward Rooming House.
Our capacity has grown and we've shown results, we used your dollars wisely. We have been
covered numerous times by the Miami Herald, Miami Times and National Media. We've
hosted national personalities like Author and Professor Michael Eric Dyson and the General
President of Alpha Phi Alpha and Chairman of the the Council of Presidents of the National
Pan -Hellenic Council, Dr. Everett Ward. Our exhibitions included the HAL curated show of the
private art collection of Maya Angelou.
Attachment: File # 8196 Back-up (8196 : Resolution authorizing a grant in an amount not to exceed $125,000, to Norwood Consulting, Inc. to u)
Packet Pg. 201
3.6.a
Our programming engages many facets of our community. We've created strategic
partnerships with community based organizations and corporate partnerships showcasing the
Ward Rooming House Gallery as place that all are welcome. Hampton Art Lovers engages
the community through the arts, we are a traditional gallery but we also make the effort to
develop shows purely for exhibition. We have a public and a private mission which makes our
relationship with the CRA the quintessential public/private partnership.
So many people have visited the gallery and by doing so are reintroduced to Overtown, and
its resurgent development led by your agency. These partnerships helped to stretch your
investments. We've produced six shows plus our Art Basel Fair (Point Comfort). Although our
grant last year only required four shows, we wanted to do more and we did so within budget.
Point Comfort Art Fair
Hampton Art Lovers Present a curated panoramic experience at Miami Art Week/Art
Basel/Soul Basel at the Historic Ward Rooming House in Overtown. The experience is named
"Point Comfort", after the place in Virginia where the first Africans came ashore in
America. Point Comfort showcased the works of contemporary and appreciated artists such
as Ernie Barnes, Leroy Campbell, Basil Watson, BUCK!, Phil Shung, Gil Ashby, Krystal Hart,
Joel Gresham and Musa Hixson. On display in the gallery and in a temperature -controlled
tent attached to Historic Ward Rooming House. The Art Fair also hosted events, including our
Indaba Artists Conversations, Music and Cultural Nightlife Events. Point Comfort was an
enormous success, and community driven with free access to local residents. We partnered
with Essence Magazine, Hennessy, Wilkie D. Ferguson Bar Association, Concerned African
Women, Florida New Majority; just to name a few of our corporate and community partners.
We are a proud partner of Soul Basel. Soul Basel was formed to ensure that Black Art and
Culture has a place and a home in Miami during Art Basel/Miami Art Week. Soul Basel is
centered in Overtown and sponsored and supported by Miami City Commission Chairman
Keon Hardemon, the Southeast Overtown/Park West Community Redevelopment Agency
(SEOPWCRA) and the Greater Miami Convention & Visitors Bureau (GMCVB) Art of Black
Miami.
We are gracious partners and we look forward to a new and exciting year!
Media Highlights
Basil Watson "Awakening" Show
https://www. miamiartzine.com/Featu res. ph p?op=Gallery_15704588328658
Maya Angelou "Art of the Caged Bird Singing" Show
https://www. caribbeannationalweekly.com/news/hampton-art-lovers-presents-the-art-of-a-
caged-bird-singing/
Phil Shung "Code Noir" Show
http://www. sflti mes.com/soflo-I ive/art-lovers-featu re-code-noi r-and-angelous-own
Elizabeth Catlett "Hampton Arts Tradition" Show
Attachment: File # 8196 Back-up (8196 : Resolution authorizing a grant in an amount not to exceed $125,000, to Norwood Consulting, Inc. to u)
Packet Pg. 202
3.6.a
https://www. miamiherald.com/opinion/op-ed/article226599304.html
Point Comfort Art Fair
https://www. miamiherald.com/entertainment/visual-arts/art-basel/article237800049. html
Miami MoCAAD "Reconstructing Identity" Show
https://www. miaminewtimes.com/arts/things-to-do-miami-mocaads-reconstructing-identity-at-
wa rd- roo m i n g-house-through -j u n e-27-11195526
The Norwood Collection "Ebony Broadsides: Celebration of the Masters" Show
https://www. miamitimesonline.com/I ifestyles/an-exhibit-in-overtown-explores-black-artists-
contri butions-to-fine-art-posters/article_8efea4a0-5ba5-11 e9-9b5d-83874f638ec1.html
Ernie Barnes "From Pads to Palette" Show (Superbowl Weekend)
https://thewestsidegazette.com/ernie-barnes-from-pads-to-palette-art-of-a-former-nfl-player/
"Art of the Southern Vernacular" Show
https://www.evensi.us/art-southern-vernacular-featuring-leroy-campbell-krystal-hart-historic-
ward-roomi ng-house/377522411
"Purvis Young Comes Home: Manchild in the Premised Land"
https://www.miamiherald.com/entertainment/visual-arts/article244107762.html
Attachment: File # 8196 Back-up (8196 : Resolution authorizing a grant in an amount not to exceed $125,000, to Norwood Consulting, Inc. to u)
Packet Pg. 203
3.6.a
Hampton Art Lovers at the Historic Ward Rooming House
One -Year Calendar of Exhibitions (Tentative)
July - October
July 3rd — Opening of "Purvis Comes Home: Manchild in the Promised Land"
October 3' - Closing of "Purvis Comes Home: Manchild in the Promised
Land"
December (Soul Basel)
December 2"d to December 6th - "Point Comfort Art Fair" featuring the
Kenkeleba Collection and/or H. Clinton Taylor Collection at N.C. A&T
February (Black History Month)
April
June
July
February 1st - Opening of "James C. McMillan: Looking Back Over My
Shoulder" and Opening of "Jacob Lawrence: Selections from Ebony
Broadsides"
April 1st - Closing of "James C. McMillan: Looking Back Over My
Shoulder" and Opening of "Jacob Lawrence: Selections from Ebony
Broadsides"
June 1st - Opening of "Napoleon Jones -Henderson: An Artists Collection of his
Peers"
Mid July - Overtown Music and Arts Festival
All exhibition include youth tours, community events, artist workshops.
1
www.hamptonartlovers.com
Attachment: File # 8196 Back-up (8196 : Resolution authorizing a grant in an amount not to exceed $125,000, to Norwood Consulting, Inc. to u)
Packet Pg. 204
NORWOOD CONSULTING, INC.
"Ebony Broadsides: Celebration of the Masters" Exhibitions
Approved Budget 2019-
2020
Modification Request # 1
2019-2020
Proposed Budget 2020-
2021
Staff
$20,800.00
$14,600.00
$20,000.00
Tent
7,000.00
12,000.00
10,000.00
Insurance
5,000.00
1,400.00
5,000.00
Shipping
8,400.00
8,000.00
8,000.00
Installation
2,000.00
3,000.00
3,000.00
Curation
2,000.00
2,000.00
20,000.00
Printing
6,000.00
4,000.00
4,000.00
Decor
4,000.00
3,000.00
3,000.00
Opening Ceremony
4,000.00
2,000.00
2,000.00
School/Student/Seniors Transportation
8,000.00
2,000.00
Marketing
8,000.00
18, 500.00
18,000.00
Production
20,000.00
6,000.00
19,000.00
Insurance Rider
2,000.00
Framing
4,000.00
22,000.00
5,000.00
Security
2,000.00
Storage
1,500.00
2,000.00
Closing & Cleaning
2,000.00
2,000.00
2,000.00
TOTAL
5103,200.00
$100,000.00
$125,000.00
3.6.a
Attachment: File # 8196 Back-up (8196 : Resolution authorizing a grant in an amount not to exceed
Packet Pg. 205
3.7
SEOPW Board of Commissioners Meeting
November 16, 2020
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
INTER -OFFICE MEMORANDUM
To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8197
and Members of the CRA Board
From: Cornelius Shiver
Executive Director
Subject: Resolution authorizing a grant to
Community Work Training Program,
Inc., in an amount not to exceed
Enclosures: File # 8197 Back-up
BACKGROUND:
The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West
Community Redevelopment Agency ("CRA") authorizes a grant to Community Work Training
Program, Inc. ("CWTP"), in an amount not to exceed $150,000, to underwrite costs associated
with the operation and management of the Overtown Employment Assistance Center
("Assistance Center"), located at the Overtown Business Resource Center, 1490 NW 3rd
Avenue, Suite 106, Miami, FL 33136.
Since 2010, CWTP has operated the Assistance Center which has worked directly with
employers to identify their hiring needs and matched them with qualified candidates that have
undergone the CWTP's job training program. Throughout the years, CWTP has fostered
relationships with countless employers and has placed numerous job seekers.
CWTP requests funding in the amount of $150,000 for costs associated with the operation and
management of the Overtown Employment Assistance center, as it seeks to continue and expand
its successful efforts in providing employment assistance to the residents of the Redevelopment
Area.
JUSTIFICATION:
Section 2, Goals 4 and 6 at page 11 of the Southeast Overtown/Park West Community
Redevelopment Plan ("Plan") lists the "creati[on of] jobs within the community" and "improving
the quality of life for residents" as stated redevelopment goals.
Section 2, Principle 6 at page 15 of the Plan lists the promotion of "local cultural events,
institutions, and businesses" as a stated redevelopment principle.
Packet Pg. 206
3.7
Section 2, Principle 6 at page 15 of the Plan provides that in order to "address and improve the
neighborhood economy and expand economic opportunities of present and future residents and
businesses[,] ... [it is necessary to] support and enhance existing businesses and ... attract new
businesses that provide needed services and economic opportunities ...."
FUNDING:
$150,000.00 allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids"
Account No. 10050.920101.883000.0000.00000.
Page 2 of 5
Packet Pg. 207
3.7
AGENDA ITEM
FINANCIAL INFORMATION FORM
SEOPW CRA
CRA Board Meeting Date: November 16, 2020
CRA Section:
Brief description of CRA Agenda Item:
Authorizing a grant to Community Work Training Program, Inc, in an amount not to
exceed $150,000.00 to underwrite costs associated with the operation and
management of the Overtown Employment Assistance Center for 2020-2021.
Project Number
YES, there
Account Code:
(if applicable):
are sufficient funds in Line Item:
10050.920101.883000.0000.00000 Amount: $1 5 0 , 0 0 0.0 0
NO (Complete the following source of funds information):
Amount budgeted in the line item: $
Balance in the line item: $
Amount needed in the line item: $
Sufficient funds will be transferred from the following line items:
ACTION
ACCOUNT NUMBER
TOTAL
Project No./Index/Minot Object
From
$
To
$
From
$
To
$
Comments:
Approved by:
s fiver, E cutive Director 11/11/2020
Approval:
Miguel A Valontirr, Finance Off ce? .11/11/2020
Page 3 of 5
Packet Pg. 208
3.7
Southeast Overtown/Park West
Community Redevelopment Agency
File Type: CRA Resolution
Enactment Number:
File Number: 8197 Final Action Date:
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
AUTHORIZING A GRANT TO COMMUNITY WORK TRAINING PROGRAM, INC, IN
AN AMOUNT NOT TO EXCEED $150,000.00, TO UNDERWRITE COSTS
ASSOCIATED WITH THE OPERATION AND MANAGEMENT OF THE OVERTOWN
EMPLOYMENT ASSISTANCE CENTER FOR 2020-2021; AUTHORIZING THE
EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID
PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE
FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO
VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY
DOCUMENTATION; FUNDS TO BE ALLOCATED FROM SEOPW TAX INCREMENT
FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE
N O.10050.920101.883000.0000.00000.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency
("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida
Statutes, and is responsible for carrying out community redevelopment activities and projects
within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West
Redevelopment Plan ("Plan"); and
WHEREAS, Section 2, Goals 4 and 6 on page 11 of the Plan lists the "creati[on of] jobs
within the community" and "improving the quality of life for residents" as stated redevelopment
goals; and
WHEREAS, Section 2, Principle 6 on page 15 of the Plan lists the promotion of "local
cultural events, institutions, and businesses" as a stated redevelopment principle; and
WHEREAS, Section 2, Principle 6 on page 15 of the Plan provides that in order to
"address and improve the neighborhood economy and expand economic opportunities of
present and future residents and businesses[,] ... [it is necessary to] support and enhance
existing businesses and ... attract new businesses that provide needed services and economic
opportunities ..."; and
WHEREAS, since 2010, Community Work Training Program, Inc. ("CWTP") has
operated the Overtown Employment Assistance Center ("Assistance Center"), a job training and
placement program located at the Overtown Business Resource Center, 1490 NW 3rd Avenue,
Suite 106, Miami, FL 33136; and
WHEREAS, CWTP works directly with employers to identify their hiring needs and
matched them with qualified candidates that have undergone the CWTP's job training program.
Page 4 of 5
Packet Pg. 209
3.7
Over the years, CWTP has fostered relationships with countless employers and has placed
numerous job seekers; and
WHEREAS, CWTP requests funding in an amount not to exceed $150,000, for costs
associated with the operation and management of the Assistance Center, as it seeks to
continue and expand its successful efforts in providing employment assistance to the residents
of the Redevelopment Area; and
WHEREAS, the Board of Commissioners wish to authorize a grant to the Community Work
Training Program, Inc., in an amount not to exceed $150,000, to underwrite costs associated with the
operation and management of the Assistance Center; and
WHEREAS, the Board of Commissioners finds that this Resolution would further the
aforementioned redevelopment goals and objectives;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OR COMMISSIONERS OF THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE
CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated herein as if fully set forth in this Section.
Section 2. The Board of Commissioners hereby authorizes a grant to Community Work
Training Program, Inc., in an amount not to exceed $150,000.00, to underwrite costs associated with the
operation and management of the Overtown Employment Assistance Center located at 1490 NW 3rd
Avenue, Suite 106, Miami, FL 33136 for 2020-2021.
Section 3. The Executive Director is authorized to execute all documents necessary for said
purpose.
Section 4. The Executive Director is authorized to disburse funds, at his discretion,
on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory
documentation.
Section 5. Funds to be allocated from SEOPW Tax Increment Fund, entitled "Other Grants
and Aids," Account Code No. 10050.920101.883000.0000.00000.
Section 6. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
Chanel H. Jeffer:o , :t=ff Counsel 11/11/2020
Page 5 of 5
Packet Pg. 210
Cornelius Shiver, Executive Director
South East Overtown Park West
Community Redevelopment Agency
819 NW 2nd Ave., 3rd Floor
Miami, FL 33136
Re: 2020 CRA Overtown Employment Assistance Center
Dear Mr. Cornelius Shiver:
Please find attached for consideration Community Work Training Program, Inc. proposal to continue to manage the Overtown
Employment Assistance Center. We are requesting Grant funds to continue and expand our successful efforts in providing employr
assistance to the residents of the Overtown Community.
Overtown Employment Assistance Center over the last 35 months has had over 3089 residents to visit our office seeking employ]
assistance, During that same time period we have registered over 994 residents seeking employment and have referred over 988
residents to over 1323 various positions, which has yield 260 job placements.
Community Work Training Program has also begun to track the income that the program participants are generating through being
employed within the community on SEOPW CRA funded projects. For example St. John Apartments has had approximately 8
residents on average working on the site earning an average of approximately $15,000.00 per month in income, Lyric Plaza
Apartments has had approximately 10 residents on average working on the site earning an average of approximately $25,000.001
month in income, Town Park South Project has had approximately 7 residents on average working on the site earning an averag
approximately $12,000.00 per month in income, over the last 35 months we have tracked over 1.2 million dollars paid directh
the residents We have placed on jobs throughout the community.
Community Work Training Program goals at the Overtown Employment Assistance Center is to document that the SEOPW CRA
delivering on the promise of responsible wage paying Jobs, social and economic support that assist the residents and create a pathw
economic revitalization to the residents of Overtown.
The 3 SEOPW CRA projects mentioned above has employed approximately 25 residents on average, earning approximately
$52,000.00 per month in income to Overtown residents. The Employment Assistance Center thru the SEOPW CRA support is layi
the foundation for families to build their future.
Community Work Training Program, Inc. respectfully request the renewal of our grant in the amount of $150,000.00 to continue th
work at hand in the Overtown Community.
Sincerely
Emanuel Washington
1490 NW 3 Avenue, Suite 106 Miami, Florida 33136
Phone: (855) 298-7462 Fax: (888) 689-4811 Email: cwtp@cwtpinc.com
Website: www.communityworkprogram.com
Pg.
Packet Pg. 211
2017
July - 95 Visitors
August - 118 Visitors
September - 132 Visitors
October - 190 Visitors
November- 95 Visitors
December- 52 Visitors
2017 Total 682 Visitors
2020
January - 78 Visitors
February - 90 Visitors
March - 71 Visitors
April - 0 Visitors
May - 17 Visitors
June - 0 Visitors
July - 0 Visitors
August - 22 Visitors
2020 Total 278 Visitors
2017
July - 45 Registrations
August - 33 Registrations
September - 41 Registrations
October - 39 Registrations
November - 34 Registrations
December - 10 Registrations
2017 TOTAL 202 Registrations
2020
January - 19 Registrations
February - 19 Registrations
March - 12 Registrations
April - 1 Registration
May - 1 Registration
June - 0 Registration
July - 3 Registration
August -15 Registration
2020 TOTAL 70 Registrations
Overtown Employment Assistance Center
2017-2020 Summary Report
July 2017-August 2020
Total Visitations 3,111
2018
January 79 Visitors
February - 88 Visitors
March - 65 Visitors
April - 154 Visitors
May - 58 Visitors
June - 103 Visitors
July - 140 Visitors
August - 128 Visitors
September- 58 Visitors
October - 82 Visitors
November- 87 Visitors
December- 51 Visitors
2018 TOTAL 1093 Visitors
Total Registrations 1,012
2018
January - 23 Registrations
February - 48 Registrations
March - 27 Registrations
April - 11 Registrations
May - 19 Registrations
June - 31 Registrations
July - 45 Registrations
August - 43 Registrations
September - 19 Registrations
October - 35 Registrations
November - 31 Registrations
December - 17 Registrations
2018 TOTAL 349 Registrations
2019
January - 104 Visitors
February - 66 Visitors March
- 71 Visitors
April - 76 Visitors
May - 97 Visitors
June - 144 Visitors
July - 109 Visitors
August - 64 Visitors
September - 69 Visitors
October - 102 Visitors
November- 78 Visitors
December - 78 Visitors 2019
TOTAL 1,058 Visitors
2019
January - 67 Registrations
February - 17 Registrations
March - 25 Registrations
April - 27 Registrations
May - 35 Registrations
June - 60 Registrations
July - 38 Registrations
August - 21 Registrations
September - 17 Registrations
October - 38 Registrations
November - 20 Registrations
December - 26 Registrations
2019 TOTAL 391 Registrat
1490 NW 3RDAvenue, Suite 106 Miami, Florida 33136
Phone: (855) 298-7462 Fax: (888) 689-4811 Email: cwtp@cwtpinc com
Website: www.communityworkprogram.com
Pg.
Packet Pg. 212
2017
July - 26 Individuals to 32 Referrals
August - 20 Individuals to 23 Referrals
September- 34 Individuals to 38 Referrals
October - 20 Individuals to 100 Referrals
November - 47 Individuals to 63 Referrals
December - 15 Individuals to 20 Referrals
2017 TOTAL 162 Individuals to 276 Referrals
2020
January - 22 Individuals to 28 Referrals
February - 28 Individuals to 37 Referrals
March - 20 Individuals to 27 Referrals
April - 6 Individuals to 9 Referrals
May - 16 Individuals to 16 Referrals
June - 21 Individuals to 25 Referrals
July - 10 Individuals to 12 Referrals
August- 19 Individuals to 21 Referrals
2020 TOTAL 142 Individuals to 175 Referrals
2017
July - 10 Placements
August - 9 Placements
September- 17 Placements
October - 22 Placements
November - 7 Placements
December - 0 Placements
2017 TOTAL 65 Placements
2020
January - 8 Placements
February - 7 Placements
March - 15 Placements
April - 0 Placements
May - 0 Placements
June - 0 Placements
July - 2 Placements
August - 3 Placements
2020 TOTAL 35 Placements
2017
October - $59,877.93
November - $50,567.01
December - $45,069.36
TOTAL $155,514.30
Overtown Employment Assistance Center
2017-2020 Summary Report
July 2017- August 2020
1,038 Individuals to 1,381 Total Referrals
2018
January - 30 Individuals to 48 Referrals
February - 49 Individuals to 109 Referrals
March - 23 Individuals to 27 Referrals
April - 16 Individuals to 16 Referrals
May - 25 Individuals to 32 Referrals
June - 22 Individuals to 24 Referrals
July - 34 Individuals to 39 Referrals
August - 42 Individuals to 54 Referrals
September- 15 Individuals to 17 Referrals
October - 37 Individuals to 41 Referrals
November- 27 Individuals to 29 Referrals
December- 15 Individuals to 16 Referrals
2018 TOTAL 335 Individual to 452 Referrals
25.53% Referral to Placement Ratio
Total Placements 265
2018
January - 5 Placements
February - 3 Placements
March - 5 Placements
April - 3 Placements
May - 7 Placements
June - 5 Placements
July - 23 Placements
August - 16 Placements
September- 5 Placements
October- 7 Placements
November- 1 Placements
December- 6 Placements
2018 TOTAL 86 Placements
Total Income Generated $1,195,914.25
2018
January- $42,132.68
February - $42,033.12
March - $56,644.18
April - $52,639.72
May - $55,908.24
June - $66,243.68
July- $80,214.00
August - $90,320.20
September - $79,141.42
October- $83,071.18
November - $59,512.68
December - $60,872.86
TOTAL $768,733.96
2019
January - 36 Individuals to 41 Referrals
February - 25 Individuals to 32 Referrals
March - 38 Individuals to 54 Referrals
April - 32 Individuals to 38 Referrals
May - 34 Individuals to 45 Referrals
June - 60 Individuals to 66 Referrals
July - 39 Individuals to 44 Referrals
August - 37 Individuals to 48 Referrals
September- 17 Individuals to 19 Referrals
October- 37 Individuals to 40 Referrals
November- 17 Individuals to 20 Referrals
December- 27 Individuals to 31 Referrals
2019 TOTAL 399 Individual to 478 Referral
2019
January- 1 Placements
February - 5 Placements
March - 9 Placements
April - 8 Placements
May - 2 Placements
June - 8 Placements
July- 10 Placements
August - 11 Placements
September- 6 Placements
October- 7 Placements
November- 8 Placements
December - 4 Placements
2019 TOTAL 79 Placements
2019
January- $59,012.00
February - $52,544.36
March - $48,901.86
April - $ 56,568.41
May - $54,639.36
TOTAL $271,665.99
Pg.
Packet Pg. 213
2020
OVERTOWN EMPLOYMENT ASSISTANCE CENTER
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"History"
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Overtown is one of the oldest neighborhoods in the City of Miami. initially designated as a commui a
for Blacks when Miami was incorporated in 1896. It was inhabited by people who worked on the 0)
railroad and other early industrial and commercial ventures, and was a thriving center of commerce :I J
culture for the Black community, particularly for music and entertainment in the 1940s and 1950s.
Over the decades, the area declined economically due to migration of middle-class Blacks and the 9
construction of I-95 and I-395 that bisected the community. In recent years there have been efforts 1
preserve the historical churches and the Lyric Theatre and to revitalize the entire Overtown area.
The City of Miami and Southeast Overtown Park West Community Redevelopment Agency in them o
infinite wisdoms has not forgotten the promises that were made to the people of the Overtown
community to restore the neighborhood. s
The SEOPW CRA recognizes that structural revitalization of a community with new buildings,
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infrastructure and state of the arts facilities without economic revitalization of the existing business,' �,
and employment opportunities for the residents, recognizes that it would be inconsistent with its go; :N
to foster progress and growth that reflects the vision and priority of the community.
The Overtown community has transformed over the past decade, it has become one of the fastest s
growing and most desired place to live, work and play in South Florida, which makes Overtown a r . Lt
of destination for many. '.4
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On June of 2015, the City Council of the City of Miami Gardens, Florida issued an ordinance; w
ordinance number 2015-06-341. This ordinance is known as the City of Miami Gardens Business ai
Resident Economic Plan or CMG-BREP. This economic plan is designed to ensure that the resident
and the businesses of Miami Gardens not only see and enjoy the structural revitalization of the 0.community, but this ordinance guarantees that they will take part in the economic revitalization and
assured that the dollars that the City of Miami Gardens gets from its residents and the dollars that th 0?,
get on behalf of its residents, will now find its way back into the homes of the residents they serve.
The City of Miami Gardens Community Development Department has a motto that says, 0
"Connecting the pieces for a stronger community." This motto echoes the SEOPW CRA written poi p ,,s
that will connect the Overtown community to its resources and make it stronger. i
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Packet Pg. 214
"HISTORY Continue"
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The City of Miami Department of Community & Economic Development mission statement is to a o ;ts
in creating a viable urban community for the neediest people in our City while reducing poverty, 0_
embracing diversity, assisting with economic development, and improving the overall quality of lif :_
LL
In 2009 the City of Miami Planning Department updated the plan to further focus and defined the
guiding principles to structurally and economically revitalize the Overtown Community.
Within the plan, principle number 4 of 14 states "There must be variety in employment opportunitii 2
1 and an EMPLOYMENT CENTER should be located within the neighborhoods to accommodate 2 se
who wish to live in proximity to their work and reduce dependence on the automobile and long
commutes.
In conclusion the general consensus in the community was that employment opportunities should b .o
high priority and made available to the existing residents of the Overtown Community.
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Overtown is faced with a unique situation when it comes to employment, not only are the residents
faced with high unemployment and underemployment. Overtown has a recidivism problem, when I r
hear the word RECIDIVISM we often think about the revolving doors of crime in our community. 0.
whereby men, women and children are caught up in the cycle of the criminal justice system. They 2
commit crimes, go to jail and serve time in jail, get out of jail and sadly, but often find themselves m
committing another crime and falling back into the cycle of RECIDIVISM.
Well just like the RECIDIVISM of CRIME, the Overtown Community is faced with the 0
RECIDIVISM of UNEMPLOYMENT AND UNDEREMPLOYMENT, There is a vicious cycl, iat
Overtown residents face, many residents are employed or underemployed and all of sudden they ju
quit the job or maybe even get terminated or just laid off.
In November 2004 the SEOPW CRA conducted the Dover Kohl study that outlined 14 guiding
principles aimed to facilitate the redevelopment of the Overtown community.
"PROBLEM"
1490 NW 3 RDAvenue, Suite 106 Miami, Florida 33136
Phone: (855) 298-7462 Fax: (888) 689-4811 Email: cwtp@cwtpinc coin
Website: www.communityworkprogram.com
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Packet Pg. 215
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There are many reasoning behind these dilemmas, the Community Work Training Program has o
identified these causes and the residents that face these problems need to undergo an intense and hil r2
structured employment mentoring program. 'E
The Community Work Training Program has created a highly effective comprehensive approach to 1-
successfully deal with the problems.
The Community Work Training Program is poised and dedicated to connect the pieces in the Overt)
Community as it pertains to the complex employment issues the residents face. ';
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Community Work Training Program, Inc.(CWTPINC) unique approach in assisting local residents ._
overcoming the inconsistencies to maintaining steady employment and mentoring them to become s
stable part of the local workforce over the past 35 months has been unprecedented.
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"PROBLEM Continue"
"SOLUTION"
"Continuance and expansion of the Overtown Employment Assistance Center"
CWTPINC Overtown Employment Assistance Center located at 1490 NW 3rd Ave Suite 106 Miai
Florida 33136, over this same 35 months time period has had over 3089 visitor come to our office
seeking employment assistance and job opportunities.
CWTPINC Overtown Employment Assistance Center has registered over 994 residents seeking
employment assistance.
CWTPINC Overtown Employment Assistance Center has referred over 988 residents seeking job
opportunities to over 1323 job opportunities.
CWTPINC Overtown Employment Assistance Center has Placed over 260 residents seeking job
opportunities.
1490 NW 3 RDAvenue, Suite 106 Miami, Florida 33136
Phone: (855) 298-7462 Fax: (888) 689-4811 Email: cwtp@cwtpinc.com
Website: www.communityworkprogram.com
1
Packet Pg. 216
"SOLUTION Continue"
CWTPINC has provided an Individual Employment Success Plan (1.E.S.P.) for each participant,
use this tool to track and document the success of the individual we register and refer to jobs
opportunities.
CWTPINC are registering and enrolling residents into available training and apprenticeship
opportunities.
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CWTPINC are providing basic work tools and personal protection equipment for resident partici] E t
that need hard hats, safety vest, safety glasses, gloves, hammers, screw drivers, work shirts to star o
working initially. 0
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CWTPINC has established relationship with over 50 employers that has opened their Human
Resource Departments and are posting all of their job opportunities with CWTPINC.
CWTPINC has been tracking the income impact of the jobs that the resident participants have beE
earning on CRA funded projects such as Lyric Plaza, Lyric Point, Island Living, Courtside
Apartments, St. John Apartments, The World Center, Town Park South, Town Park North and T(
Park Village has yielded more than $75,000.00 per month which equates to over $900.000.00 in
annual income revenue to the Overtown residents.
CWTPNC has been providing basic Financial Literacy to resident participants about budgeting ai
developing a pathway to homeownership.
CWTPINC has been providing resident participants with mentoring and conflict resolution skills
assist them with the capacity to keep the job.
1490 NW 3 RDAvenue, Suite 106 Miami, Florida 33136
Phone: (855) 298-7462 Fax: (888) 689-4811 Email: cwtp@cwtpinc.com
Website: www.communityworkprogram.com
Pg.
1
Packet Pg. 217
2020 - 2021
�' OVERTOWN
EMPLOYMENT ASSISTANCE CENTER
LINE ITEMS
PROGRAM OPERATION:
PROGRAM COORDINATOR
ASSISTANT PROGRAM COORDINATOR
PROGRAM ADMINISTRATOR
ADMINISTRATIVE ASSISTANT
PROGRAM ADMINISTRATION
PROGRAM / FICO-PR LIABILITY
CENTER OPERATION:
INSURANCE
COMMUNICATION
BUSINESS LICENSES FEES
OFFICE FURNITURE AND FIXTURES
PARTICIPANT SUPPLIES
COMPUTER & SOFTWARE
OFFICE SUPPLIES
RENT
TOTAL
---------------
BUDGET
$45,000.00
$30,000.00
$30,000.00
$30, 000.00
$10,000,00
$2,500,00
00,00
$00.00
$00.00
$00.00
$00.00
S00.00
$2,500.00
$150,000.00
1490 NW 3RDAvenue, Suite 106
Miami, Florida 33136
Phone: (855) 298-7462 Fax: (888) 689-4811
Email: cwtp@cwtpinc com
Website: www.communityworkprogram.com
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Packet Pg. 218
3.8
SEOPW Board of Commissioners Meeting
November 16, 2020
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
INTER -OFFICE MEMORANDUM
To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8198
and Members of the CRA Board
From: Cornelius Shiver
Executive Director
Subject: Resolution authorizing the issuance of
a grant to Florida Film House, LLC, in
an amount not to excee
Enclosures: File # 8198 Back-up
BACKGROUND:
The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West
Community Redevelopment Agency ("CRA") authorizes a grant, in an amount not to exceed
$158,200.00, to the Florida Film House, LLC to underwrite costs associated with the operation
of the 1st Take Youth Program for 2020-2021.
The 1st Take Youth Program ("1st Take"), spearheaded by Florida Film House, LLC and its
founder Marco Molinet, is designed to provide the underserved youth community in Overtown
with an innovative opportunity to receive hands-on training in the filmmaking process through
its year-round program. The program will take place Monday through Friday from 3:00p.m. to
7:00 p.m. in the Overtown community, including in the Redevelopment Area and the Dorsey
Library.
Designed to serve as an interactive central connection between arts, business, media and
entertainment, students ages 14 to 18 will attend workshops in film, editing, cinematography and
photography. Select students that qualify for on-the-job training will be able to compete for paid
and unpaid internships in a variety of filmmaking fields.
In addition, 1st Take is collaborating with Touching Miami with Love Ministries, Inc. to offer a
daytime program (7:00 a.m. to 3:00 p.m.) to monitor and assist students in grades 6 through 12
with online learning whose parents need to work full-time. This program will provide parents in
the community with access to an online learning assistance program when it would otherwise be
out -of -reach, allowing parents to return to the workforce.
1st Take is also going to offer evening film workshops and vocational training workshops for
adults in acting, writing, producing, directing, and cinematography. These workshops will be
offered Monday through Friday from 7:00 p.m. to 9:00 p.m.
JUSTIFICATION:
Packet Pg. 219
3.8
Pursuant to Section 163.340(9) of the Florida Statutes "community redevelopment...means
undertakings, activities, or projects...in a community redevelopment area for the elimination and
prevention of the development or spread of slums and blight."
Florida Statute 163.335(1) distinctly illustrates that "the prevention and elimination of slums and
blight is a matter of state policy and state concern in order that the state and its counties and
municipalities shall not continue to be endangered by areas which...promote juvenile
delinquency..."
Section 2, Principle 6 at page 15 of the 2009 Southeast Overtown/Park West Community
Redevelopment Plan ("Plan") lists the promotion of "local cultural events, institutions, and
businesses" and "restor[ing] a sense of community and unifying] the area culturally" as stated
redevelopment principles; and
Section 2, Principle 6 on page 15 of the Plan provides that in order for the Southeast
Overtown/Park West Redevelopment area "to achieve its full potential it is necessary to address
and improve the neighborhood economy and expand the economic opportunities of present and
future residents and businesses [which] entails both the support and enhancement of existing
businesses and local entrepreneurs and the attraction of new businesses that provide needed
services and economic opportunities."
Section 2, Goals 4 and 6 on page 11 of the Plan lists the "creati[on of] jobs within the
community" and "improving quality of life for residents" as stated redevelopment goals.
FUNDING:
$158,200.00 allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids,"
Account No. 10050.920101.883000.0000.00000.
Page 2 of 7
Packet Pg. 220
3.8
AGENDA ITEM
FINANCIAL INFORMATION FORM
SEOPW CRA
CRA Board Meeting Date: November 16, 2020
CRA Section:
Brief description of CRA Agenda Item:
Authorizing a grant to Florida Film House, LLC in an amount not to exceed $158,200, to
underwrite costs associated with the operation of the 1st Take Youth Film Program for
2020-2021
Project Number
YES, there
Account Code:
(if applicable):
are sufficient funds in Line Item:
10050.920101.883000.0000.00000 Amount: $1 5 8 , 2 0 0.0 0
NO (Complete the following source of funds information):
Amount budgeted in the line item: $
Balance in the line item: $
Amount needed in the line item: $
Sufficient funds will be transferred from the following line items:
ACTION
ACCOUNT NUMBER
TOTAL
Project No./Index/Minot Object
From
$
To
$
From
$
To
$
Comments:
Page 3 of 7
Packet Pg. 221
3.8
Approved by:
iver, Executive Director 11/11/2020
Approval:
L !)
Miguel A VaIcrtiA F iriarice Officer 11/11/2020
Page 4 of 7
Packet Pg. 222
3.8
Southeast Overtown/Park West
Community Redevelopment Agency
File Type: CRA Resolution
Enactment Number:
File Number: 8198 Final Action Date:
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
AUTHORIZING THE ISSUANCE OF A GRANT TO FLORIDA FILM HOUSE, LLC, IN
AN AMOUNT NOT TO EXCEED $158,200.00 TO UNDERWRITE COSTS
ASSOCIATED WITH THE OPERATION OF THE 1ST TAKE YOUTH PROGRAM FOR
2020-2021; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE
FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO
VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY
DOCUMENTATION; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL
DOCUMENTS NECESSARY FOR SAID PURPOSE; FUNDS TO BE ALLOCATED
FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS,"
ACCOUNT CODE NO. 10050.920101.883000.0000.00000.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency
("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida
Statutes, and is responsible for carrying out community redevelopment activities and projects
within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West
Redevelopment Plan ("Plan"); and
WHEREAS, pursuant to Section 163.340(9) of the Florida Statutes "community
redevelopment...means undertakings, activities, or projects...in a community redevelopment
area for the elimination and prevention of the development or spread of slums and blight"; and
WHEREAS, Florida Statute 163.335(1) distinctly illustrates that "the prevention and
elimination of slums and blight is a matter of state policy and state concern in order that the
state and its counties and municipalities shall not continue to be endangered by areas
which...promote juvenile delinquency..."; and
WHEREAS, Section 2, Principle 6 on page 15 of the Plan provides that in order for the
Southeast Overtown/Park West Redevelopment area "to achieve its full potential it is necessary
to address and improve the neighborhood economy and expand the economic opportunities of
present and future residents and businesses [which] entails both the support and enhancement
of existing businesses and local entrepreneurs and the attraction of new businesses that
provide needed services and economic opportunities"; and
WHEREAS, Section 2, Goals 4 and 6 on page 11 of the Plan, lists the "creati[on of] jobs
within the community" and "improving quality of life for residents" as stated redevelopment
goals; and
Page 5 of 7
Packet Pg. 223
3.8
WHEREAS, Section 2, Principle 6 at page 15 of the Plan lists the promotion of "local
cultural events, institutions, and businesses" and "restor[ing] a sense of community and
unify[ing] the area culturally" as stated redevelopment principles; and
WHEREAS, the 1st Take Youth Program ("1st Take"), spearheaded by Florida Film
House, LLC and its founder Marco Molinet, is designed to provide the underserved youth
community in Overtown with an innovative opportunity to receive hands-on training in the
filmmaking process through its year-round program. The program will take place Monday
through Friday from 3:OOp.m. to 7:00 p.m. in the Overtown community, including in the
Redevelopment Area and the Dorsey Library; and
WHEREAS, 1st Take will serve as an interactive central connection between arts,
business, media and entertainment in which students ages 14 to 18 will attend workshops in
film, editing, cinematography and photography. Select students that qualify for on-the-job
training will be able to compete for paid and unpaid internships in a variety of filmmaking fields;
and
WHEREAS, 1st Take is also collaborating with Touching Miami with Love Ministries, Inc.
to offer a daytime program to monitor and assist students in grades 6 through 12 with online
learning whose parents need to work full-time. This program will provide parents in the
community with access to an online learning assistance program when it would otherwise be
out -of -reach, allowing parents to return to the workforce; and
WHEREAS, 1st Take is also going to offer evening film workshops and vocational
training workshops for adults in acting, writing, producing, directing, and cinematography. These
workshops will be offered Monday through Friday form 7:00 p.m. to 9:00 p.m.; and
WHEREAS, the Board wishes to authorize the issuance a grant to Florida Film House,
LLC, in an amount not to exceed $158,200.00, to underwrite costs associated with the operation
of 1st Take for 2020-2021; and
WHEREAS, the Board finds that authorization of this Resolution would further the
aforementioned redevelopment goals and principles;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF
THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated herein as if fully set forth in this Section.
Section 2. The Board of Commissioners hereby authorizes the issuance of a grant to
Florida Film House, LLC in an amount not to exceed $158,200.00, to underwrite costs
associated with the operation of the 1st Take Youth Program for 2020-2021.
Section 3. The Executive Director is authorized to disburse funds, at his discretion,
on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory
documentation.
Section 4. The Executive Director is authorized to execute all documents necessary
for said purpose.
Page 6 of 7
Packet Pg. 224
3.8
Section 5. Funds are to be allocated from SEOPW Tax Increment Fund, entitled
"Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000.
Section 6. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
Chanel H. Jeff rot ff Counsel 11/11/2020
Page 7 of 7
Packet Pg. 225
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Florida Film House presents:
The ist Take Youth Film Program
1. Cover
2. Table of Contents
3. Mission
4. Project Description
5. Student Demographics
6. Hours of Operation
7. Use of Space
8. Budget
g. After School & Holiday Programming
10. Online Schooling - Partnership with Touch of Miami with Love
11. Job Training
12. List of Staff
13. Contact Information
3.8.a
Packet Pg. 227
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Mission
Our mission is to enrich the young minds of our community by
providing them with hands-on training that centers around the
complete process of filmmaking. By targeting underserved local
communities, we can give our youth an opportunity to tell their stories
and show their talents. Our innovative program is set up to build skill
sets that expand beyond the classroom and into the workforce. The
skills, education, and guidance provided at 1st Take will prepare our
youth to have the skills needed to be successful in life. We aim to
develop relationships with local and state colleges to create scholarship
programs that will provide our students with the workforce and
knowledge in media art and the opportunity to continue their education
to achieve a college degree in film and entertainment.
The 1st Take Youth Film Program will serve as an interactive central
connection between arts, business, media, and entertainment. Students
will have the opportunity to attend workshops in film, editing,
cinematography, and photography. Select Teens that qualify for
on-the-job training can compete for paid and unpaid internships as well.
All interns will be under the direction of Project Coordinator and the
film professionals at Florida Film House(FFH). FFH has been helping the
youth find their voice for five years. With the help of our supporters, we
can continue to making a change in our future.
ST
TAKE
YOUTH PROGRAM
Attachment: File # 8198 Back-up (8198 : Resolution
Packet Pg. 228
Project Description
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Education and College Readiness - The 1st Take Youth Film Program will
be administered as an after -school program Monday - Friday, ages 14-18
from 3-7PM. 1st Take Youth Film Program will be dedicated to teaching the
youth career and life skills through hands-on coaching that centers around
the complete process of filmmaking. Students will also be raising money in
escrow for content creation for college.
Employment Growth, Job Training, Job Placement, and Vocational
Training for adults and 2nd Chance opportunities- From the local
community into the film business. According to the labor market statistics
motion picture will have 11% more jobs in arts and film will increase by 9.5%
between 2019-2026. 1st Take Workshops in acting, writing, producing,
directing, producing and cinematography for adults evenings Monday -
Friday from 7-9PM. Helping to create and support the film market and
introduce the community to the film world.
Arts and Entertainment for the community Through premieres in the
community (Dorsey Library/Park) at least once per quarter. Open to invite
the community to enjoy the space and premier exclusive content created by
1st Take Youth Film Program students, Urban Film Festival Winners and the
best of local content. Also be able to highlight, promote and celebrate local
film makers at these quarterly screenings at Dorsey Library/Park.
o
Entrepreneurship and Leadership Skills -Students will
entrepreneurship, leadership and team skills to develop con
They will learn to write, produce, schedule, budget, create,
edit/finalize, market and sell their projects. These skills reso
into any field of business. The money they raise from their
content will go into escrow for college or to help them build
own business.
Economic Rejuvenation- Repurposing an inactive space
and making it a Diverse Event Space for the community to u
and enjoy, while promoting economic development. Space
will be available for the community to enjoy as needed.
History Preservation We will be able to archive, docum€
and showcase the history of Overtown and Miami. The
students will be creating documentaries by researching and
interviewing the elders within the community. The
documentaries will be showcased quarterly at Dorsey
Library/Park, entered into international film festivals, be
available to be screened upon 1st Take Ye
channel online and licensed to broadcast
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Neighborhoods
Little Haiti
10.0%
Allapathah
10.0%
Liberty City
10.0%
Overtown
Household Income
The median household income of our students is $21,811.
Race
Hispanic
30.O%
3.8.a
Black
70.O%
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3.8.a
Hours of Operation
Monday - Friday: 7AM - 3PM
7AM - 3PM - Online Schooling with Touch of Miami with Love
3 PM - 7 PM - 1st Take Youth Film Program
7 PM - 9 PM - Film Workshops & Vocational Training for Adults
9 PM -10 PM - Clean Up - Building closed to the public
Quarterly on Fridays from 6 PM - 9 PM
Screenings in the Park managed by the staff, students and
community volunteers.
Saturday & Sunday
Special Events upon booking
Spring Break: (Online)
Monday, March 25th - Friday, March 29th, 2020
Summer Break: (Online)
July 1st -August 5th, 2020
2020 School Year
After School Program (Online)
August 19th - June 3rd
Location will be available for the community.
Attachment: File # 8198 Back-up (8198 : Resolution
3.8.a
Use of Space
1st Take Youth Film Program - After School Program (Online if Permitted in person)
After School Program Florida Film House will provide workshops in acting, writing,
directing, producing, and cinematography for the community throughout the year.
Online Schooling - Partnership with Touching of Miami with Love - 6-12th graders will
be doing online schooling with Teachers during the day, allowing their parents the
opportunity to go back to work.
Education and College Readiness- Space will primarily be used to facilitate the 1st Take
Youth Film Program Monday through Friday from 3:00 PM -7:00 PM. (Online)
Job Training, and Vocational Training for adults and 2nd Chance opportunities -The
space will also serve as a hub for vocational training for adults to learn the ins and outs of film.
Available: Mondays - Fridays from 7:OOPM - 9:00PM.
Arts and Entertainment for the community- Once a quarter, the space will be open for the
community to enjoy and watch exclusive content created by 1st Take Youth Film Program
students.
History Preservation- The students will be creating digital archives and documentaries by
researching and interviewing the elders within the community.
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3.8.a
BUDGET
In -Kind
Total Expense
TOTAL
EXPENSES
"Grant Request" line items.
Program Director
$45,000
$45,000
Annual Salry - $45,000
lst Take Alumni/ Trainer/Receptionist/Maintenance
Film Professor Trainers
Master classes with Industry Experts
19,500
$100,000
70,000
$12,000
$19,500
$30,000
$12, 000
$15/Hour x 26 Hrs x 50 Weeks
$19,500
Celebrity Guests
Materials / Supplies
$60,000
60,000
$5,000
$0
$5,000
Film Professionals teaching hands on with professional gear
$1,000 per month for Industry Experts to teach Master Classes
Celebrity Guests to inspire students
Teaching Supplies, Hard Drives, Batteries, ETC..
Community Day Screenings
$20,000
10,000
$10,000 ivarterly Celebration - Community Screening of the students film
Marketing/Publicity/Advertising
Printing & Copying
$2,000
$500
$2,000
$500
Market Students Films for Festivals and Social Media
Utilities
Equipment Purchase
Transportation for Students
Variable Cost
$25,000
Variable Cost
$10,000
$7,200
$15, 000
$7,200
Electricity, Water, Sewer, Telephone, Garbage
Lawn Care
Cameras, Desktops, Printers, Security Cameras, Monitors,
Furniture, Audio Gear, Lighting Packages
(15) passenger van service for pick ups & drop offs
Facility
Participant Snacks/Meals
Youth Internship Stipends
0
$3,000
$0
$3,000
After School Snacks
Parks & Food Banks
After School - $9/Hour x 8 Hours x (35) Interns x 36 Weeks
ETC Cost
$5,000
$5,000 Field Trips, Events, Equipment Repairs, Meals while filming
Insurance Cost
TOTAL EXPENSES
$4,000
$308,200
$150,000
$4,000
$158,200
Attachment: File # 8198 Back-up (8198 : Resolution authorizing the issuance of a grant to Florida Film
Packet Pg. 233
3.8.a
ist Take Youth Film Programming
After School, Spring and Summer Programs
Filmmakers will activate the space/studio from 10:00 AM
to 4:00 PM Monday through Friday. They will receive
specialized training and perform work tasks under the
direction of industry professionals in order to create
products and services that benefit the community and
local businesses. During the spring the students will create
short films that tell the stories of their community. They
will be screened at the Urban Film Festival, The American
Black Film Festival, will be submitted for Sundance Film
Festival & entered into other film festivals internationally.
In the summer the students will create a feature film that
will be entered into festivals, presented to major
distribution companies and money made from sales will go
into escrow to help pay for college, entrepreneurship of
film company or for gear to get started in the business of
film.
PRODUCTION
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Packet Pg. 234
3.8.a
In -Person Services- School Hours 6-12t" Grade
Youth's Times: 7:45arn — 5:45pm
Staff Ratio: 1 Staff to 9 youth
TML understands the demanding needs for a safe and supervised space. Many of our parents have communicated
a need to return to work and stated they do not have adequate supervision for their youth. In addition, parents
have recognized our program as a necessity and have been forefront with their abilities to assist their youth in
academic success, Several parents have stated barriers such as lack of education and technology use.
TML will provide in -person programming to support youth virtual schooling during school and after school
hours, We will provide a supervised, conducive space for children to thrive during their virtual learning experi-
ence. TML instructors will guide our youth throughout the entire school day. Our instructors will ensure students
are logged on to class, assist with and ensure required assignments are complete and provide materials as need-
ed. TML instructors will engage with MDCPS teachers as needed to provide any additional supports or services
needed.
After virtual schooling, our youth will participate in a variety of enrichment and outdoor activities infused
with academic and social -emotional learning. These activities may include Photography, Video and Technology,
Virtual Reality, STEAM, culinary arts, Music appreciation, non -contact sports, virtual Meld trips and experiences.
Our staff will accommodate youth of all abilities through inclusion while recognizing the variations for Youth with
Disabilities. Through adjust activities in each component/enrichment activity utilizing: wall charts, visual cues, ad-
ditional time, audio books, larger print, immediate praise/rewards, and physical accommodations.
Mrs, Trina Harris
Vice President, Touching Miami With Love Ministries, Inc
Attachment: File # 8198 Back-up (8198 : Resolution
Packet Pg. 235
On the job training
Select Teens that qualify for on-the-job training can compete for paid and unpaid
internships. We will be training high wages jobs that are necessary in the industry,
averaging from $51,761 -$84,205. All interns will be under the direction of Project
Coordinator. Internship experiences will include:
• Creating marketing campaigns for local businesses
• Storyboarding and writing scripts for local, not for profits.
• Filming EPKfor local businesses.
• Data basing and Archiving footage of Miami
• Electricians (Gaffer)
• Camera Operator
List of Staff:
Project Coordinator & Professor -Will be responsible for
keeping a collaborative strategy above organized and running
smoothly. Working alongside the community to help enrich, give
back and grow the five project description initiatives.
(2) Film Professors - Industry professionals passionate about
teaching and giving back.
1st Take Alumni/ Instructor - Student that has excelled and now
is employed and sharing what he learned.
Film Professionals, Community Subcontractors and
volunteers- From the local film community will be coming in for
workshops and hands on training. We will also be taking many
field tips to their studios and live sets.
Guidelines for COVID 19 protocol will be implemented, so we all
can work safe and effectively.
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Thank vou.
MARCO (MALL) MOLINET - Founder
marcoftoridafilmollouse@gmail.com
AIN
(786) 217- 8869: 13 141R
3.8.a
Packet Pg. 238
FFH
Florida Film House
Touching Miami with Love and Florida Film House understands the demanding needs for a
safe and supervised space. Many of our parents have communicated a need to return to work
and stated they do not have adequate supervision for their youth. In addition, parents have
recognized our program as a necessity and have been forefront with their abilities to assist
their youth in academic success. Several parents have stated barriers such as lack of education
and technology use.
In partnership, Touching Miami with Love and Florida Film House will provide in -person
programming to support youth virtual schooling during school and after school hours. We
will provide a supervised, conducive space for children to thrive during their virtual learning
experience. Instructors will guide our youth throughout the entire school day. Our instructors
will ensure students are logged on to class, assist with and ensure required assignments are
complete and provide materials as needed. Instructors will engage with MDCPS teachers as
needed to provide any additional supports or services needed.
After virtual schooling, our youth will participate in a variety of enrichment and outdoor
activities infused with academic and social -emotional learning. These activities may include
Photography, Video and Technology, Virtual Reality, STEAM, culinary arts, Music appreciation,
non -contact sports, virtual field trips and experiences.
Our staff will accommodate youth of all abilities through inclusion while recognizing the
variations for Youth with Disabilities. Through adjust activities in each component/enrichment
activity utilizing: wall charts, visual cues, additional time, audio books, larger print, immediate
praise/rewards, and physical accommodations.
In -Person Services- School Hours
Youth's Times: 7:45am - 5:45pm
Staff Ratio: 1 Staff to 9 youth
Trina Harris
Vice President, Touching Miami With Love Ministries, Inc
Marco Mall
CEO, Florida Film House
3.9
SEOPW Board of Commissioners Meeting
November 16, 2020
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY
INTER -OFFICE MEMORANDUM
To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8199
and Members of the CRA Board
From: Cornelius Shiver
Executive Director
Subject: Resolution authorizing the execution
of an amendment to the Amended and
Restated Miami WorldCenter E
Enclosures: File # 8199 Exhibit A
BACKGROUND:
The attached Resolution of the Board of Commissioners (the "Board") of the Southeast
Overtown/Park West Community Redevelopment Agency ("CRA") authorizes the Executive
Director to execute an amendment to the Amended and Restated Miami WorldCenter Economic
Incentive Agreement, incorporating the terms set forth in Exhibit "A", in the form acceptable to
the Executive Director.
On February 21, 2017, the Amended and Restated Miami World Center Economic Incentive
Agreement (the "Agreement") was executed as previously authorized by the Board of
Commissioners of the CRA. The Agreement provided for an incentive payment to the project
developers equal to Fifty -Seven Percent (57%) of the tax increment revenues (excluding the land
value) generated from the project, provided that certain conditions were met. An amendment to
the Agreement incorporating the terms set forth in Exhibit "A" will modify certain conditions
that the project developers have not yet met resulting in the project developers receiving the
aforementioned incentive payment. As such, the CRA seeks authorization to enter into an
amendment to the Agreement incorporating the terms set forth in the Exhibit "A".
JUSTIFICATION:
Section 2, Principle 6 on page 15 of the 2009 Southeast Overtown/Park West Community
Redevelopment Plan ("Plan") further provides that in order to "address and improve the
neighborhood economy and expand economic opportunities of present and future residents and
businesses [,] [it] is necessary to support and enhance existing businesses and...attract new
businesses that provide needed services and economic opportunities..." as a stated redevelopment
principle.
Section 2, Goal 4 and 6 on page 11 of the Plan lists the "creat[ion of] jobs within the
community" and "improving quality of life for residents" as stated redevelopment goals.
Packet Pg. 240
3.9
Section 2, Principle 4 on page 14 of the Plan provides that "employment opportunities be made
available to existing residents..." as a stated redevelopment principle.
FUNDING:
The developer currently does not qualify for TIF under the Agreement as written because the
requirement of a minimum of 200,000 square feet of retail space has not been satisfied. An
amendment to the Agreement incorporating the terms set forth in Exhibit "A" will allow the
developer to qualify for TIF funds equal to Fifty -Seven Percent (57%) of the tax increment
revenues, estimated to be in the amount of $18,000,000 over a three-year period, which it would
not otherwise qualify for and the CRA would be entitled to retain.
Page 2 of 5
Packet Pg. 241
3.9
AGENDA ITEM
FINANCIAL INFORMATION FORM
SEOPW CRA
CRA Board Meeting Date: November 16, 2020
CRA Section:
Brief description of CRA Agenda Item:
Project Number (if applicable):
YES, there are sufficient funds in Line Item:
Account Code:
Amount:
NO (Complete the following source of funds information):
Amount budgeted in the line item: $
Balance in the line item: $
Amount needed in the line item: $
Sufficient funds will be transferred from the following line items:
ACTION
ACCOUNT NUMBER
TOTAL
Project No./Index/Minot Object
From
$
To
$
From
$
To
$
Comments:
Approved by:
iver, E cutive Director 11/11/2020
Approval:
Miguel A Valcntuj, Finance Officer '- - 11/11/2020
Page 3 of 5
Packet Pg. 242
Southeast Overtown/Park West
Community Redevelopment Agency
File Type: CRA Resolution
Enactment Number:
File Number: 8199 Final Action Date:
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, WITH
ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN
AMENDMENT TO THE AMENDED AND RESTATED MIAMI WORLDCENTER
ECONOMIC INCENTIVE AGREEMENT, INCORPORATING THE TERMS SET FORTH
ON EXHIBIT "A", IN THE FORM ACCEPTABLE TO THE EXECUTIVE DIRECTOR;
AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ANY AND ALL
DOCUMENTS REQUIRED TO CONSUMMATE THE TRANSACTION.
WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is
a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible
for carrying out community redevelopment activities and projects within its Redevelopment Area in
accordance with the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and
WHEREAS, Section 2, Principle 6 on page 15 of the Plan further provides that in order to
"address and improve the neighborhood economy and expand economic opportunities of present
and future residents and businesses [,] [it] is necessary to] support and enhance existing
businesses and...attract new businesses that provide needed services and economic
opportunities..." as a stated redevelopment principle; and
WHEREAS, Section 2, Goal 4 and 6 on page 11 of the Plan lists the "creat[ion of] jobs
within the community" and "improving quality of life for residents" as stated redevelopment
goals; and
WHEREAS, Section 2, Principle 4 on page 14 of the Plan provides that "employment
opportunities be made available to existing residents..." as a stated redevelopment principle; and
WHEREAS, on February 21, 2017, the Amended and Restated Miami World Center
Economic Incentive Agreement (the "Agreement") was executed as previously authorized by the
CRA Board of Commissioners. The Agreement provided for an incentive payment to the project
developers equal to Fifty -Seven Percent (57%) of the tax increment revenues (excluding the land
value) generated from the project, provided that certain conditions were met. An amendment to
the Agreement incorporating the terms set forth in Exhibit "A" will modify certain conditions
that the project developers have not yet met, resulting in the project developers receiving the
aforementioned incentive payment; and
WHEREAS, the CRA seeks authorization to enter into an amendment to the Agreement
incorporating the terms set forth in the Exhibit "A";
Page 4 of 5
Packet Pg. 243
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF
THE
SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF MIAMI, FLORIDA:
Section 1 The recitals and findings contained in the Preamble to this Resolution are
adopted by reference and incorporated herein as if fully set forth in this Section.
Section 2. The Board of Commissioners hereby authorizes the Executive Director to
execute an amendment to the Amended and Restated Miami WorldCenter Economic Incentive
Agreement, incorporating the terms set forth in Exhibit "A", in the form acceptable to the
Executive Director.
Section 3. The Executive Director is authorized to execute any and all documents
required to consummate the transaction.
Section 4. This Resolution shall become effective immediately upon its adoption.
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
Chanel H. Jefferot ff CA ounsel 11/11/2020
Page 5 of 5
Packet Pg. 244
3.9.a
The definition of "Phase 1" as set forth in Section 2.48 of the Agreement hereby is amended
to add the following new sentence at the end of the Section: "Phase 1 Retail" means not
less than Three Hundred Sixty Thousand (360,000) gross square feet of retail space within Tract
A, and "Phase 1 Retail — Part A" means no less than Two Hundred Thousand (200,000) gross
square feet of retail space forming part of the Phase I Retail.
The definition of "Substantially Completed" or "Substantial Completion," or words of like
import, as set forth in Section 2.72 of the Agreement hereby is amended to add the
following new sentence at the end of the Section:
"Notwithstanding the foregoing, Phase I Retail — Part A Substantial Completion
shall be deemed to have occurred for all purposes of this Agreement if (i) not less
than One Hundred Twenty Thousand (120,000) gross square feet of retail space
forming part of Phase I Retail — Part A shall have been Substantially Completed by
no later than June 1, 2020, and (ii) not less than One Hundred Sixty Thousand
(160,000) gross square feet of retail space forming part of Phase I Retail — Part A
shall have been Substantially Completed by no later than January 1, 2022, and (iii)
not less than Two Hundred Thousand (200,000) gross square feet of retail space
forming part of Phase I Retail — Part A shall have been Substantially Completed by
no later than January 1, 2023."
Consistent with the foregoing phased Substantial Completion of Phase I Retail — Part A, as
conforming amendments, Sections 4.2, 4.2.1 and 4.2.2 of the Agreement hereby are
amended in their entirety to read as follows:
"4.2 Development Incentive. Subject to CRA Approval, City Approval and
County Approval, and commencing after the Substantial Completion of Phase I Retail —
Part A (being no less than One Hundred Twenty Thousand (120,000) gross square feet of
retail space), 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 not less than
One Hundred Twenty Thousand (120,000) gross square feet of retail space forming part of
Phase I Retail — Part A and continuing throughout the Term of this Agreement, subject to
reduction under Section 4.2.2 below, the CRA shall pay to Incentive Payment
Administrator an incentive payment equal to Fifty -Seven Percent (57%) of the Incremental
TIF (the "Incentive Payment"). All Incentive Payments shall be due and payable within
thirty (30) days of the CRA's receipt of Incremental TIF. For the avoidance of any doubt,
no Incentive Payment will be due for any period prior to the Substantial Completion of the
One Hundred Twenty Thousand (120,000) gross square feet of retail space forming part of
Phase I Retail — Part A. For the avoidance of any doubt, to the extent any Phase I Retail —
Part A threshold set forth in Section 2.72 (as herein modified) is not satisfied as of any
specified date, the Incentive Payment shall not be paid to the Incentive Payment
Administrator for such year or for each applicable year thereafter_until such time as such
retail development threshold for Phase I Retail — Part A is achieved."
Attachment: File # 8199 Exhibit A (8199 : Resolution authorizing the execution of an amendment to the Amended and Restated Miami
Packet Pg. 245
3.9.a
"4.2.2.1 Phase I Retail — Part A: If Substantial Completion of not
less than One Hundred Twenty Thousand (120,000) gross square feet of retail space
forming part of Phase I Retail — Part A 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
totaling less than 120,000 gross square feet of retail space comprising part of Phase I Retail
— Part A which have not achieved Substantial Completion as of January 1, 2021; (ii) by
twenty percent (20%) for all or a portion of the Improvements totaling less than 160,000
gross square feet of retail space comprising part of Phase I Retail — Part A 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 totaling less than 200,000 gross square feet of retail_ comprising part of
the Phase I Retail — Part A 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 Phase I Retail — Part A as of June 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 — Part A 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 Phase I Retail — Part A 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 — Part A which are not Substantially Completed by January 1, 2024."
Attachment: File # 8199 Exhibit A (8199 : Resolution authorizing the execution of an amendment to the Amended and Restated Miami
Packet Pg. 246