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SEOPW CRA 2025-09-25 Agenda Packet
City of Miami 819 NW 2nd Ave 3rd Floor Miami, FL 33136 www.seopwcra.com Meeting Agenda Thursday, September 25, 2025 10:00 AM City Hall 3500 Pan American Drive Miami, FL 33133 SEOPW Community Redevelopment Agency Christine King, Chair, District Five Miguel Angel Gabela, Board Member, District One Damian Pardo, Board Member, District Two Joe Carollo, Board Member, District Three Ralph "Rafael" Rosado, Board Member, District Four X k k******WW W:Y:Y****iiiiiii SEOPW CRA OFFICE ADDRESS: 819 NW 2ND AVENUE, 3RD FLOOR MIAMI, FL 33136 Phone: (305) 679-6800 www.seopwcra.com Southeast Overtown/Park West CRA Meeting Agenda September 25, 2025 CALL TO ORDER CRA PUBLIC COMMENTS MINUTES APPROVAL CRA RESOLUTION 1. CRA RESOLUTION 18204 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), APPOINTING JAMES D. MCQUEEN ("MCQUEEN") AS THE EXECUTIVE DIRECTOR. 2. CRA RESOLUTION 18205 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), PURSUANT TO SECTION 18-82(A) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA, CLASSIFYING TWO (2) PIECES OF MULTIMEDIA EQUIPMENT ("EQUIPMENT"), AS MORE PARTICULARLY DESCRIBED IN EXHIBIT "A," ATTACHED AND INCORPORATED HEREIN, AS "CATEGORY A" SURPLUS STOCK, AND DONATING SAID EQUIPMENT TO URGENT, INC., A FLORIDA NOT -FOR -PROFIT CORPORATION, LOCATED AT 1000 NORTHWEST AVENUE, SUITE 100, MIAMI, FLORIDA 33136, IN SUPPORT OF ITS YOUTH COMMUNITY PROGRAMMING ("PURPOSE"); THIS DONATION BECOMING EFFECTIVE UPON THE EXECUTION OF THE APPROPRIATE RELEASE DOCUMENTS, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. File # 18205 - Exhibit A File # 18205 - Backup File # 18205 - Backup - Sunbiz Urgent Inc. City ofMianzi Page 2 Printed on 9/18/2025 Southeast Overtown/Park West CRA Meeting Agenda September 25, 2025 3. CRA RESOLUTION 18206 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), AUTHORIZING THE EXECUTIVE DIRECTOR TO ACCEPT A DONATION IN THE AMOUNT OF THIRTY THOUSAND DOLLARS AND ZERO CENTS ($30,000.00) FROM KAUFMAN LYNN CONSTRUCTION, INC., A FLORIDA FOR -PROFIT CORPORATION ("KAUFMAN"), FOR THE USE OF NON -TAX INCREMENT FINANCING PURPOSES AND THE BENEFIT OF THE REDEVELOPMENT AREA ("PURPOSE"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO PLACE DONATION INTO ACCOUNT NO. 10050.920101.469000.0000.00000 - OTHER MISCELLANEOUS REVENUE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ANY AND ALL AGREEMENTS AND DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. File # 18206 - Backup City ofMianzi Page 3 Printed on 9/18/2025 Southeast Overtown/Park West CRA Meeting Agenda September 25, 2025 4. CRA RESOLUTION 18207 A RESOLUTION OF THE BOARD OF COMMISSIONERS ("BOARD") OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), BY RESOLUTION CRA- R-24-0074, ADOPTED ON NOVEMBER 21, 2024, ACCEPTING THE NEGOTIATIONS BETWEEN THE SEOPW CRA AND CORAL ROCK ST. AGNES PARTNERS, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("DEVELOPER"), AS MORE PARTICULARLY DESCRIBED IN EXHIBIT "A," TO REDEVELOP FOUR (4) CONTIGUOUS LAND PARCELS, LOCATED AT 1141 NORTHWEST 3RD AVENUE, 242 NORTHWEST 12TH STREET, 234 NORTHWEST 12TH STREET, AND 224 NORTHWEST 12TH STREET, MIAMI, FLORIDA 33136 ("PROPERTY") INTO A 0.68-ACRE ASSEMBLAGE FOR A MIXED -USE AFFORDABLE HOUSING DEVELOPMENT PROJECT, FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A DEVELOPMENT AGREEMENT ("AGREEMENT"), IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A," WITH DEVELOPER, AS THE TOP RANKED PROPOSER TO REQUEST FOR PROPOSALS ("RFP") NO. 24-01 ("PURPOSE"); AUTHORIZING THE DISPOSITION OF THE PROPERTY AT OR BELOW MARKET RATE TO DEVELOPER, SUBJECT TO A REVERTER; ALLOCATING AND APPROPRIATING A PORTION OF THE PROCEEDS FROM THE SERIES 2025 BOND ISSUANCE, IN AN AMOUNT NOT TO EXCEED FIFTEEN MILLION DOLLARS AND ZERO CENTS ($15,000,000.00), FOR PROJECT COSTS, FROM ACCOUNT NO. 300000.920101.883000.0000.00000 — "SEOPW CAPITAL PROJECTS GRANT AND AIDS" FOR THE PURPOSE STATED HEREIN, SUBJECT TO ALL FEDERAL, STATE AND LOCAL LAWS THAT REGULATE THE USE OF SUCH FUNDS FOR SAID PURPOSE, AND SUBJECT TO AVAILABILITY OF FUNDING; FURTHER DIRECTING THE EXECUTIVE DIRECTOR TO PRESENT ANY AMENDMENTS TO THE AGREEMENT TO THE SEOPW CRA BOARD FOR ITS CONSIDERATION AND, IF SATISFACTORY, APPROVAL; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, INCLUDING, BUT NOT LIMITED TO, A RESTRICTIVE COVENANT TO BE RECORDED IN THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, FOR SAID PURPOSE; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. File # 18207 - Exhibit A File # 18207 - Backup File # 18207 - Backup City ofMianzi Page 4 Printed on 9/18/2025 Southeast Overtown/Park West CRA Meeting Agenda September 25, 2025 5. CRA RESOLUTION 18209 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTIONS 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA, AND WAIVING SAID PROCEDURES, AUTHORIZING THE ISSUANCE OF A GRANT, IN AN AMOUNT NOT TO EXCEED THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS AND ZERO CENTS ($325,000.00) ("FUNDS"), TO BENDIXEN & AMANDI INTERNATIONAL, INC., A FLORIDA FOR -PROFIT CORPORATION ("BENDIXEN"), WITH A PRINCIPAL ADDRESS AT 3543 LOQUAT AVENUE, MIAMI, FLORIDA 33133, FOR AN ECONOMIC IMPACT AND FEASIBILITY ANALYSIS STUDY IN SUPPORT OF ESTABLISHING A BRANCH CAMPUS OF HOWARD UNIVERSITY, A HISTORICALLY BLACK UNIVERSITY, IN THE REDEVELOPMENT AREA ("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, SUBJECT TO THE AVAILABILITY OF FUNDING, FROM THE CORRESPONDING ACCOUNT NO. 10050.920101.883000.0000.00000 "OTHER GRANTS AND AIDS"; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. File # 18209 - Notice to the Public File # 18209 - Exhibit A File # 18209 - Backup City ofMianzi Page 5 Printed on 9/18/2025 Southeast Overtown/Park West CRA Meeting Agenda September 25, 2025 6. CRA RESOLUTION 18210 A RESOLUTION OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), PURSUANT TO SECTION 18-72(B)(16) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA, AUTHORIZING THE EXECUTIVE DIRECTOR TO ENGAGE WILLIAM "BILL" BLOOM, ESQ. ("BLOOM"), FOR THE REPRESENTATION OF THE SEOPW CRA IN COMPLEX REAL ESTATE MATTERS (`PURPOSE"), AUTHORIZING THE EXPENDITURE OF ATTORNEYS' FEES AND COSTS ASSOCIATED WITH SAID ENGAGEMENT, WITH FUNDS ALLOCATED FROM ACCOUNT NO. 10050.920101.531010.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN ENGAGEMENT AGREEMENT BETWEEN THE SEOPW CRA AND BLOOM; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER DOCUMENTS, INCLUDING ANY AMENDMENTS, RENEWALS, AND EXTENSIONS, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, PRIOR BUDGETARY APPROVALS, COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE CITY CODE, INCLUDING THE CITY'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, ALL IN FORMS ACCEPTABLE TO COUNSEL, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, AS MAY BE NECESSARY FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. ADJOURNMENT City ofMianzi Page 6 Printed on 9/18/2025 4.1 SEOPW Board of Commissioners Meeting September 25, 2025 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King and Members of the CRA Board From: James McQueen Executive Director Date: September 18, 2025 File: 18204 Subject: Appoint James D. McQueen as Executive Director Enclosures: BACKGROUND: A Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), appointing James D. McQueen as Executive Director of the SEOPW CRA ("Purpose"). It is recommended that the Board of Commissioners of the SEOPW CRA approve and adopt the attached Resolution, appointing James D. McQueen as the Executive Director of the SEOPW CRA. JUSTIFICATION: Pursuant to Chapter 163, Florida Statutes, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is responsible for carrying out community redevelopment activities and projects within its redevelopment area ("Redevelopment Area") in accordance with the 2018 Updated Southeast Overtown/Park West Redevelopment Plan (the "Plan"). FUNDING SOURCE: N/a. Packet Pg. 7 4.1 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: September 25, 2025 CRA Section: Approved by: Executive Director 9/18/2025 Approval: Miguel A Valentin,,'Finance Officer 9/18/2025 Page 2 of 3 Packet Pg. 8 4.1 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 18204 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), APPOINTING JAMES D. MCQUEEN ("MCQUEEN") AS THE EXECUTIVE DIRECTOR. WHEREAS, pursuant to CRA-R-21-0051, Mr. James D. McQueen ("Mr. McQueen") has been serving as acting Executive Director of the Southeast Overtown/Park West Redevelopment District Community Redevelopment Agency ("SEOPW CRA") since November 18, 2021; and WHEREAS, the SEOPW CRA desires to appoint a permanent Executive Director; and WHEREAS, McQueen shall be appointed Executive Director, with all pay and benefits as outlined in the SEOPW CRA Employee Handbook; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA's redevelopment goals and objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. McQueen is hereby appointed Executive Director of the SEOPW CRA with all pay and benefits, as outlined in the SEOPW CRA Employee Handbook. Section 3. Sections of this Resolution may be renumbered or re -lettered, and corrections of typographical errors which do not affect the intent may be authorized by the Executive Director, or his designee, without need of public hearing, by filing a corrected copy of the same with the City Clerk. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ounsel 9/18/2025 Page 3 of 3 Packet Pg. 9 4.2 SEOPW Board of Commissioners Meeting September 25, 2025 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: September 18, 2025 and Members of the CRA Board File: 18205 From: James McQueen Executive Director Subject: Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18- 82(a), City Code. Enclosures: File # 18205 - Exhibit A File # 18205 - Backup File # 18205 - Backup - Sunbiz Urgent Inc. BACKGROUND: A Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), with attachment(s), pursuant to Section 18-82(a) of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, classifying two (2) pieces of multimedia equipment ("Equipment"), as more particularly described in Exhibit "A," attached and incorporated herein, as "Category A" surplus stock and donating said Equipment to Urgent, Inc., a Florida Not -For -Profit Corporation, at 1000 Northwest Avenue, Suite 100, Miami, Florida 33136, in support of its youth community programming ("Purpose"). It is recommended that the Board of the SEOPW CRA approve and adopt the attached Resolution, authorizing the donation to Urgent, Inc., for the Purpose stated herein. JUSTIFICATION: Pursuant to Chapter 163, Florida Statutes, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is responsible for carrying out community redevelopment activities and projects within its redevelopment area ("Redevelopment Area") in accordance with the 2018 Updated Southeast Overtown/Park West Redevelopment Plan (the "Plan"). Section 2, Goal 6, of the Plan lists the "[i]mprove[ment of] the [q]uality of [1]ife for residents," as a stated redevelopment goal. Lastly, Section 18-82(a) of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, provides that surplus property classified as "Category A" surplus stock shall be available for disposition in support of a particular public purpose, and may be donated to a community, civic or social service program, as may be authorized by the City Commission. Packet Pg. 10 4.2 FUNDING: N/a. FACT SHEET: Company name: Urgent, Inc. Address: 1000 N.W. 1st Avenue, Suite 100, Miami, FL 33136. Scope of work or services (Summary): Items donated will help aid Urgent, Inc., and its mission to provide comprehensive media arts education, social -emotional learning, and career -connected learning opportunities to youth in grades 6-12 for the residents within the Redevelopment Area. Page 2 of 5 Packet Pg. 11 4.2 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: September 25, 2025 CRA Section: Approved by: Executive Director 9/18/2025 Approval: Miguel A Valentin,, 1rarce Officer 9/18/2025 Page 3 of 5 Packet Pg. 12 4.2 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 18205 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), PURSUANT TO SECTION 18-82(A) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA, CLASSIFYING TWO (2) PIECES OF MULTIMEDIA EQUIPMENT ("EQUIPMENT"), AS MORE PARTICULARLY DESCRIBED IN EXHIBIT "A," ATTACHED AND INCORPORATED HEREIN, AS "CATEGORY A" SURPLUS STOCK, AND DONATING SAID EQUIPMENT TO URGENT, INC., A FLORIDA NOT -FOR - PROFIT CORPORATION, LOCATED AT 1000 NORTHWEST AVENUE, SUITE 100, MIAMI, FLORIDA 33136, IN SUPPORT OF ITS YOUTH COMMUNITY PROGRAMMING ("PURPOSE"); THIS DONATION BECOMING EFFECTIVE UPON THE EXECUTION OF THE APPROPRIATE RELEASE DOCUMENTS, ALL IN FORMS ACCEPTABLE TO COUNSEL; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. 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 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Section 2, Goal 6, of the Plan, lists "improving the quality of life for residents," as a stated redevelopment goal; and WHEREAS, Urgent, Inc., a Florida not -for -profit corporation ("Urgent, Inc."), located at 1000 Northwest 1st Avenue, Suite 100, Miami, Florida 33136, is committed to solving issues that directly impact children within the Redevelopment Area, and provides comprehensive media arts education, such as the Film Arts Culture Entrepreneurship (F.A.C.E.) program, as well as social -emotional learning, and career -connected learning opportunities to youth residents in grades 6-12; and WHEREAS, the SEOPW CRA and Urgent, Inc., have partnered previously in support of its arts & culture programs and youth initiatives; and WHEREAS, the SEOPW CRA has recently decommissioned, as in no longer suitable for agency use, pieces of multimedia equipment, including Four (4) Light Kits and One (1) Camera Bundle ("Equipment"), as more particularly described in Exhibit "A," attached and incorporated herein; and WHEREAS, Section 18-82(a) of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, provides that surplus property declared as "Category A" surplus Page 4 of 5 Packet Pg. 13 4.2 stock shall be available for disposition in support of a particular public purpose, and may be donated to a community, civic or social service program, as may be authorized by the City Commission; and WHEREAS, the Executive Director has declared the Equipment as "Category A" surplus stock, pursuant to Section 18-82(a) of the City Code; and WHEREAS, the SEOPW CRA wishes to donate the Equipment to Urgent, Inc., to assist in its youth community programming ("Purpose"); and WHEREAS, the donation of the Equipment will serve to directly support Urgent, Inc.'s critical efforts to improve the quality of life for youth residents, as it continues to align with the Plan and further the Purpose stated herein; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA redevelopment goals and objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. Pursuant to Section 18-82(a) of the City Code, as adopted by the SEOPW CRA, the Equipment, as more particularly described in Exhibit "A," attached and incorporated herein, are hereby classified as "Category A" surplus stock. Section 3. The Equipment is hereby donated to Urgent, Inc., for the Purpose stated herein. Section 4. This donation shall become effective immediately upon the execution of the appropriate release documents. Section 5. Sections of this Resolution may be renumbered or re -lettered and corrections of typographical errors which do not affect the intent may be authorized by the Executive Director, or the Executive Director's designee, without need for public hearing, by filing a corrected copy of same with the City of Miami City Clerk. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ounsel 9/18/2025 Page 5 of 5 Packet Pg. 14 EXHIBIT "A" 4.2.a List of SEOPW CRA Surplus Equipment 1. Four (4) Rayden Bi-Color 5 Point LED light kit with battery, slates and bags; and 2. One (1) ikan OTTICA 3 x NDIjHX PTZ Cameras and IP Controller Bundle. Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 15 EXHIBIT "A" 4.2.a Sill To: Date.; 11/18/2022 SEOPW CRA hwoiteti: SEOPWCRA028-02.2 E19 tqW 2 AVE. IVP.WIL Ft-3313G Remit Payment to: EYLLAIBANIV.COM LLC Mailing Acidraz: ATTN: LYEUPSANTV.COM 112:1 NW3rri A. Miarrk, FL 33136 Date 11/18/2022 OW Of dOf P.D.0 M.;i4aflwortn .FP ,. ds Terms Tax tD 1,1c2quqnt Aoevice. anAir Hours EMscription uvE frukt sitiENOEQUIPNIVAI 7 Hourly kale TotaJ 'ZEE JUSTIFIMION DOCUMENTS .,. SU(' DIAL V6,94.2.92 'I1S; Executive Director astification &. Financial request within Grant Agree- ment 11/18/2022 pay.711.L.t..1...'fLt;*!.LAN-rv.Caml.....: Web: www.courbantv.comj tmait contact-Poyeuitwtv.com I (786) 720-5675. Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 16 EXHIBIT "A" Requested Financial Amount Outline: REIMBURSEMENT AMOUNT TOTAL RQUEST AMOUNT: 6,942 92 *See attached Invoice Items Picked Up From Store From L to R: GoPro 10 w/case, Canon M50 Mark If, Go Pro Action Assembly 4.2.a Packet Pg. 17 EXHIBIT "A" 4.2.a JUSTIFICATION AND FINANCIAL REQUEST AS LISTED IN GRANT AGREEMENT BETWEEN EYE URBAN TV.COIVI„ LLC AND SEOPW CRA FOR LINE ITEM: Web Cams & Studio Equipment Intention: Increase broadcasting capability and simplify access to the EYE URBAN TV broadcast The Following Pages includes: Best Buy Payment Receipt Eye Urban TV Invoice -4, Reimbursement 0 0 0 Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82 Packet Pg. 18 EXHIBIT "A" 4.2.a 11/18/22, 10:59 AM < See all orders Order ©;tails Receipt Purchase Date: Nov 18, 2022 Payment` Aothod Store Pickup Preparing for Pickup Today We'll notify you when it's ready. Best Buy Order Details 1-til III IIIINI�IINII�IIII ullliw IIII Andre Williams 1121 Nw 3rd Ave Miami FL 33136 US GoPro - HE1 ,9_1O Black Action Camera Bundle • Black seek onu;�cr: Model: CHDR8-101-CNICHORB-101 TH SKU: 6402217 Quantity:1 item Totat: Product Price: $6,942.92 Store Pickup MIAMI BEACH Ft, Pickup Person Andre Williams $460.09 $429.99 Sales Tax, Fees & Surcharges: $30.10 There's still time to protect your product What'rancluded i Terms & Conditioner Accidental Oeek Squad Protection (5 reviews). 2 Year $49.99 Platitlgm'"' - g,sentiai Accessory Kit for GoPro Action Cameras Model: PT-GPK21 Item Total: SKU: 8393896 Product Price: Quantity:1 $64.19 $59.99 Sales Tax. Fees & Surcharges: $4.20 .x Etlnt fl:: Print Gift Racgjl T Total: S6,942.92 Order Summary Product Total: Charges Shipping: Sales Tax, Fees & Surcharges: Order Total Return Credit 36,443.04 FREE $494.38 $6,942.92 -$0.00 Make Pickup Changes Ship It instead [ Cancel & Support Options ] Add 4 Year Protection Make Pickup Changes Ship it Instead Cancel & Support Optiono 1 - Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) https://www.bestbuy.coiWprotilelss/orders/order-details/BBY01-806703680i77/view7tl=onokzVUI%2BOBGERFxMcTX%2F1n%2FQNsa8xC%2FsdK.., 1/4 Packet Pg. 19 EXHIBIT "A" 4.2.a 11/18/22, 10:59 AM Shipment Get it by November 28 We'll let you know when it ships. Best Buy Order Details Shipping Address Andre Williams 1121 NW 3RD AVE MIAMI, FL 33136 US Canon - EOS M50 Mark II Mirroriesa Corners with Ej-M 15-45mrnI/3.5- 3_LS Zg_Qtragaink Model: 47280006 SKU: 6437728 Quantity: 1 Item Total: Product Price: $748.59 $655.95 Sales Tax, Fees & Surcharges: $49.00 There's still time to protect your product whin hicautg I Terms& Co.D.C.IFtkiLLS Accidental (2eek Squad Protection f9 reviews) I 2 Year I 4 Year L.162.99,.....j $119.99 Digital Item One Order Received Well email you when it's ready. 3 mortths of Google One 100 GE (gew subscrjbeu otity) Model DIGITAL ITEM item Total: SKU: 6609405 Product Price: Quantity: 1 Included free with this item. Show Item Digital Item Two Order Received We'll email you when It's ready. E-Mall Delivery eyeurbantv@gmaiLcom $0.00 $0,00 Sales Tax, Fees & Surcharges: $0.00 E-Mall Delivery eyeurbantv@gmell.coni BP pie - Free1.1".atath..fOLI,IP tQ arnanittc(nAw_grigiuming subscribers pnlY) Modal: DIGITAL ITEM Item Totals $0.00 $KUr 8r15325 Prechter Price: $0.00 --P6. Quantity: 1 Sales Tax. Fees & Surcharges: 50,00 included free with this item. Show Item Make shipping Changes Store Pickup Instead Cancel & Support Options Add 4 Year Protection httos://www‘bestbuy.com/profile/ssiorderstorder-deta ils/BBY01-806703680177/vie.w7t1 .onolezVUI%2BOEG ER FxMcIX%2F1n%2FONsa8xC%2FsdK... 2/4 Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 20 EXHIBIT "A" 4.2.a 11/18/22, 10:59 AM Best Buy Order Details Digital Item Three Order Received E•Mall Delivery eyeurbenty@grnaiLcom We'll email you when it's ready. $iY:atQIiIL8J1iOjQjQ9k Model: DIGITAL ITEM SKU: 6210904 Quantity: 1 Included free with this item. Show Item Item Total: $0.00 Product Price: $0.00 Sales Tax. Fees & Surcharges: SO:00 Want to help us fight childhood cancer? Choose a donation amount: $2.00 I MOO $10.00 Other Add Donation to Order Donations MU tax-deduotible atallowed by law and will lie chorgad to the credit turd used on your Best Buy order es a separate transaction on your credit card Stateinent, Best Buy Support Browse our Support Center for answers to frequently asked questions. Get ilelf3.2. c 4- 4- -1E z 0. &Jude Children's Research Hospital E7. 0 4— c .77. c CI c a) ikan OTTICA 3 x NDI11-1X PTZ Cameras and IP Controller Bundle $3899.00 Item Total: $3809 00 CHORB-10k..1N/C1:1139B-101•TH Product Price: $3626.07 Sal: 6492217 Quantity: Sales Tax. Fees & Surcharges: S272.03 There's still time to protect your product wlvs:simhsds.cl I Ietra$1 ConditionAccidental Geek Squad Protection 2 Year s(19.99 $ 4 Year 89.99 'c 4- 4 c cs cc 4 u. c cs cc LL 4- a £ https://www.bestbuy.comiprofile/ss/orders/order-eetalls/BBY01-806703680177/view7t1=onoke/U1%2BOEGERFxtvicTX%2F1n%2FONsa&C%2FsdK... 3/4 Packet Pg. 21 EXHIBIT "A" 4.2.a See all orders Order Details BEST Receipt '4,16 0 Print (.11 Print Gift Racgigt Manfrotto Green Chrome Key FX Portable Background Kit (13.1 x 9.5) S899.87 Model: GliN1-307•FN/CgtC.OUR SKth 75103389 QUentity; 1 item Total: Product Pite: S899.87 ..5636.88 sales Fax, Fees & Surcharges; $62.99 There's still time to protect your product wheaktatiugl 1 rganNluppriltirm Accidental Gook Squad Protection M1,9149Wal { 2 Year $48.99 4 Year $82;99 Rockville Adjustable Portable Totem Stand+Carry Bag For PTZ Cameras Cams $870.78 Gee Model; ROCKV1LLE4RTP32 SKth 75103189 Quantity 3 Rom Thug: Product Price: $1170.78 S798.80 Sales tax, Fees & Surcharges: $10.98 There's still time to protect your product whowariustu1 Ti2r3vo, Cc:010°1)5 Accidental Omsk Squad Protection (§1,r(Mewl 2 Year $49.99 https://wwbestbuy,com/proflle/ssforders/order-datails/B9Y01-.806703680177/view?ti.onckzVIJI%280EGERF xMcTX%2F n%2FONsa8xC%2FsdK... 1 /4 Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 22 12/7/22,12:34 PM ��������U����U U CHASE f rl V S | N E S S Printed from Chase for BLISIness �U�����O/�T�/-A�/ ����\ ^^`"-'`-^'=. `-`-.�`-'./`\..u_,~'`'/ _ ~��/��~}�l� �U��"f�.��� Card Nov 18,2022 Transaction date Nov Z1,20Z2 Posted date Description BESTBUY[OK48067036801778888ESTBUYK4N11/18 Method Online, mail orphone Card number (-4427) Transaction details may bepreliminary orincomplete and may not match the transaction as it appeaonynurpeho~c~ sratementwhichbchpoRida/econdnfyouraccountaczivity. JPMorgan Chase Bank, N.A. Member FDIC Oc2022JPMorgan Chase & Co, Equal Opportunity Lender Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) httpa://samre25eachase.mmrd#/dushuoard/nvemienAncoummhverviuw/accountSmnma Packet Pg. 23 EXHIBIT "A" 4.2.a ;eywasMs$084,M20,,,,,MW....W.T.M.M.WIFIWAROMWMOWWWW.S,9,7,.., JUSTIFICATION AND FINANCIAL REQUEST AS LJSTED IN (RANT AGREEMENT BETWEEN EVE URBAN TVICOM, LLC AND SEOPW CRA roil LINE ITEM: REIMBURSEMENT for Studio Lights Intention: Increase broadcasting capability and simplify access to the EYE URBAN TV broadcast, The Following Pages includes: Rockville Payment Receipt: Feb 18, 2023 Eye Urban TV Invoice Reimbursemnt 0 0 0 Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82 Packet Pg. 24 2/18/23, 5:35 PM EXHI§IT "A" nsa Ilan etls- chase.com CHA E fc/r BUSINESS Printed from Chase for Business 4.2.a BUS COMPLETE CHK (.„8 6) 8948.00 Card Feb 18, 2023 Transaction date Feb 21, 2023 Posted date ROCKVILLE Description ROCKVILLE Also known as ROCKVILLE Method Online, mall or phone Card number (...4427) Transaction details may be preliminary or incomplete and may not statement, which Is the official record of your account activity, h he transaction as It appears on your periodic a a ma AS 21 JPMorgan Chase Bank, N.A. Member FDIC C2023 JPMorgan Chase & Co. Equal Opportunity Lender Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code https://secure25ea.chase.Gom/web/auth/dashboard#/dashboard/overvIewAccounts/overvIew/accountSummaryDetail;flyoutztransactionDetal Packet Pg. 25 02/18/21), 12:19 PM EXHIBIT "A" Order Details 4.2.a Order Details Receipt Noccvli..L.e 600 BeyvIew Ave, Inwood, NY 11096 Purchase Date: Feb 18, 2023 Payment Method Visa *'**4427 Andre Williams 1121 Nw 3rd Ave Miami, FL 33136 US Lighting & Tech Products and Sertvces Acquisition and purchse of ptetesslonal studio lighting and rigging. Technician will configure electrical power source end with convenor switch. Technician/installation Service Fee: $1,246.14 RAYOEN BICOLOR 5-POINT LED LIGHTKIT W/ 5X R010 INCLUDES GOLD & If -MOUNT BATTERY PLATES, STANDS, AND BAGS %MOO Medd itt)10-5PHIT q:1 • kry4tm 1t IA•Coltr tea $8,948.00 Total: $8,948.00 Order Summary Product Total: Charges Service Fee Sales Tax, Fees & Surcharges: Order Total Site/Location 1121 NW 3rd Ave, Mlemi FL 331311 Technician Jorge G. $7,198.00 $1,246.14 $503.80 $8,948.00 STRYDER FANLESS 3-POINT BI- COLOR 2800K - 6500K 150 WATT LED FRESNEL LIGHT VW DMX (GOLD MOUNT) 32,590.00 Model: SFB150-G4PT-KIT r,on•Alo • A*111:14 • 41:ic • Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 26 EXHIBIT "A" 4.2.a EYE URBAN TV NEW STUDIO LIGHTS 2023 Shown Above: (4) Rayden Bi-Color 5 Point LED light kit with battery, slates and bags; (5) Stryder Bi-Color 3 point light set %iv/accessories. NOTE: Stryder lights were upgraded due to back order PROOF OF PURCHASE Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 27 EXHIBIT "A" 4.2.a CHRISTINE KING Board Chair February 6, 2024 JAMES D. MCQUEEN Executive Director Subject: Request for Access to Facility for Retrieval of Grant -Funded Items Dear Lyneise Coakley, I extend my deepest sympathies to you and your family during this challenging time. I am reaching out on behalf of the Southeast Overtown/ Parkwest Community Redevelopment Agency (SEOPW CRA) to express our condolences for the passing of Andre L. Williams of EyeUrbanTv.com LLC. As part of the grant awarded to EyeUrbanTV.com LLC, the SEOPW CRA utilized the grant funds to reimburse EYEUrbanTV.com to purchase specific items crucial to the success of the grant project. To ensure the proper handling and preservation of these grant -funded items, we kindly request access to the facility where they are.currently located (1121 NW 3'd Ave Miami, FL 33136) We intend to coordinate the retrieval by the terms outlined in the grant agreement. Attached are the grant agreement and invoices listing items for recovery. Please inform us of a suitable time for access and provide any specific instructions or contacts we should be aware of to facilitate this process. We appreciate your understanding and cooperation during this sensitive time. If you have any questions or concerns, please feel free to reach out to us at 305-679-6800. Thank you for your attention to this matter. Sincerely, Mark Stallworth Program Compliance Analyst SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI 819 NW 2"`' Ave.. 3'' Floor I Miami, FL 33136 Tel (305) 679-6800 I Fax (305) 679-6835 I htlp://www.miamicra.com/seopwcra Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 28 EXHIBIT "A" 4.2.a GRANT AGREEMENT This GRANT AGREEMENT ("Agreement") is made as of this )14i1 clay of August ("Effective Date") by and between the SOUTHEAST OVERTOWN/PARK. WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "SEOPW CRA"), and EYEURI3ANTV.COM LLC, a Florida limited liability corporation ("Grantee"), RECITALS A. WHEREAS, the SEOPW CRA is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Southeast Overtown/Park West Conununity Updated Redevelopment Plan, as amended and restated (the "Updated Plan"); and B, WHEREAS, Section 2, Goal 4 at page 10 of the Updated Plan lists the "creati{on of] jobs within the community" as a stated redevelopment goal; and C. WHEREAS, Section 2, Goal 5 at page 10 of the Updated Plan lists the "[p]romotion and marketing of the community" as a stated redevelopment goal; and D. WHEREAS, Section 2, Principle 6 at page 14 of the Updated Plan lists the promotion of "local cultural events, institutions, and businesses", as a stated redevelopment principle; and E. WHEREAS, Section 2, Principle 14 at page 15 of the Updated Plan lists "restor[ing] a sense of community and unify[ing] the area culturally" as a stated redevelopment principle; and F. WHEREAS, Grantee operates Community Internet Broadcasting Company (the "Program"), will produce, promote, and create media films, to tell the rich history and culture of the Overtown community. Broadcasting topics will include local news of businesses, organizations, and events. Grantee will provide internships to explore specialized tools, teach broadcasting etiquette, and develop hands-on real -world skills that can develop into a living -wage career.; and G. WHEREAS, on. June 23, 2022, the Board of Commissioners passed and adopted Resolution No, CRA-R-22-0023 attached hereto as Exhibit "A", authorizing the issuance of a grant, in an amount not to exceed Sixty -Three Thousand Dollars and No Cents ($63,000.00) to Grantee to underwrite costs associated with the Program (the "Grant"); and H, WHEREAS, the parties wish to enter into this Agreement to set forth the terms and conditions relating to the use of the Grant, NOW, THEREFORE, in consideration of the mutual promises of the parties contained herein and other good and valuable consideration, receipt and sufficient of which is hereby acknowledged, the SEOPW CRA and Grantee agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct, and are incorporated herein by referenced and made a part hereof, 2. GRANT. Subject to the terms and conditions set forth herein and Grantee's compliance with all of its obligations hereunder, the SEOPW CRA hereby agrees to make available, to Grantee, the Grant to be used Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 29 EXHIBIT "A" 4.2.a for the purpose and disbursed in the manner hereinafter provided. 3. USE OF GRANT. The Grant shall be used to underwrite costs associated with the Program, in accordance with Scope of Work and Budget in Exhibit "B", attached hereto and incorporated herein, The SEOPW CRA is not obligated to expend additional funds beyond the approved grant. 4. TERM. The term of this Agreement shall commence on the Effective Date written above and shall terminate upon the earlier of one (1) year from the Effective Date written above, full disbursement of Sixty -Three Thousand Dollars and No Cents ($63,000.00), or earlier as provided for herein; provided, however, that the following rights of the SEOPW CRA shall survive the expiration or early termination of this Agreement: to audit or inspect; to require reversion of assets; to enforce representations, warranties, and certifications; to exercise entitlement to remedies, limitation of liability, indemnification, and recovery of fees and costs. 5. DISBURSEMENT OF GRANT. a, GENERALLY. Subject to the terms and conditions contained in this Agreement, the SEOPW CRA shall make available to Grantee up to Sixty -Three Thousand Dollars and No Cents ($63,000.00). In no event shall payments to Grantee under this Agreement exceed Sixty -Three Thousand Dollars and No Cents ($63,000.00). Payments shall be made to Grantee or directly to vendors on behalf of Grantee, only after the SEOPW CRA has received and approved requests for disbursement in accordance with the SEOPW CRA and Grantee approved Scope of Work and Budget. b. REQUESTS FOR DISBURSEMENT OF GRANT FUNDS. All requests for the disbursement of grant funds shall be submitted in writing to' the SEOPW CRA by Grantee's authorized representative prior to the termination of this Agreement. All such requests must be accompanied by supporting documents reflecting the use of grant funds in accordance with the Program's approved Scope of Work and Budget, as reflected in Exhibit "B". For purposes of this Agreement, "supporting documentation" may include invoices, receipts, photographs, and any other materials evidencing the expense incurred. Grantee agrees that all invoices or receipts reflecting the expenses incurred in connection to the Program shall be in Grantee's name, and not in the name of the SEOPW CRA in light of Grantee's inability to bind the SEOPW CRA to any legal and/or monetary obligation whatsoever, The SEOPW CRA reserves the right to request additional supporting documentation for any expenditures, and the SEOPW CRA reserves the right to deny any and all requests it deems to be outside of the approved Scope of Work and Budget. Grantee's failure to provide additional supporting documentation or explanation regarding expenses incurred, when requested by the SEOPW CRA, shall serve as grounds for immediate termination of this Agreement, and Grantee solely shall bear all costs associated with any expenditures not approved by the SEOPW CRA. c. CASH TRANSACTIONS PROHIBITED. The parties agree that no payment will be made to Grantee as a reimbursement for any Program -specific expenditure paid in cash. Grantee acknowledges that a cash transaction is insufficient per se to comply with record -keeping requirements under this Agreement. d. NO ADVANCE PAYMENTS. The SEOPW CRA shall not make advance payments to the Grantee or Grantee's vendors for services not performed or for goods, materials, or equipment which have not been delivered to the Grantee for use in connection with the Program. 6. COMPLIANCE WITH POLICIES AND PROCEDURES. Grantee understands that the use of the Grant is subject to specific reporting, record keeping, administrative, and contracting guidelines and other requirements affecting the SEOPW CRA's activities in issuing the Grant. The SEOPW CRA agrees to provide notice of said guidelines and other requirements to Grantee in advance of requiring compliance with same. Without limiting the generality of the foregoing, Grantee represents and warrants that it will comply, and the Grant will be used in accordance with all applicable federal, state and local codes, laws, rules, and regulations. Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 30 EXHIBIT "A" 4.2.a 7, REMEDIES FOR NON-COMPLIANCE, If Grantee fails to perform any of its obligations or covenants hereunder, or materially breaches any of the terms contained in this Agreement, the SEOPW CRA shall have the right to take one or more of the following actions: a. Withhold cash payments, pending correction of the deficiency byGrantee; b. Recover payments made to Grantee; c. Disallow (that is, deny the use of the Grant for) all or part of the cost for the activity or action not in compliance; d. Withhold further awards for the Program; or e. Take such other remedies that may be legally permitted. 8. RECORDS AND REPORTS/AUDITS AND EVALUATION. a. PUBLIC RECORDS; MAINTENANCE OF RECORDS. This Agreement shall be subject to Florida's Public Records Laws, Chapter 119, Florida Statutes, The parties understand the broad nature of these laws and agree to comply with Florida's Public Records Laws, and laws relating to records retention. Moreover, in furtherance of the SEOPW CRA's audit rights in Section 8(c) below, the Grantee acknowledges and accepts the SEOPW CRA's right to access the Grantee's records, legal representatives', and contractors' records, and the obligation of the Grantees to retain and to make those records available upon request, and in accordance with all applicable laws. The Grantee shall keep and maintain records to show its compliance with this Agreement. In addition, the Grantee's contractors and subcontractors must make available, upon the SEOPW CRA's request, any books, documents, papers, and records which are directly pertinent to this specific Agreement for the purpose of making audit, examination, excerpts, and transcriptions. The Grantee, its contractors and subcontractors shall retain records related to this Agreement or the Program for a period of five (5) years after the expiration, early termination or cancellation of this Agreement. b. REPORTS. The Grantee shall deliver to the SEOPW CRA reports relating to the use of the Grant to the SEOPW CRA on a monthly basis, including details regarding supportive services provided to residents of the Redevelopment Area. Failure to provide said reports shall result in grant funds being withheld until Grantee has complied with this provision. Thereafter, continued failure by Grantee in providing such reports shall be considered a default under this Agreement. c. AUDIT RIGHTS, The SEOPW CRA shall have the right to conduct audits of the Grantee's records pertaining to the Grant and to visit the Program, in order to conduct its monitoring and evaluation activities. Grantee agrees to cooperate with the SEOPW CRA in the performance of these activities. Such audits shall take place at a mutually agreeable date and time. d. FAILURE TO COMPLY, Grantee's failure to comply with these requirements or the receipt or discovery (by monitoring or evaluation) by the SEOPW CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the immediate termination of this Agreement by the SEOPW CRA. 9. UNUSED FUNDS. Upon the expiration of the term of this Agreement, Grantee shall transfer to the SEOPW CRA any unused Grant funds on hand at the time of such expiration. 10, REPRESENTATIONS; WARRANTIES; CERTIFICATIONS. Grantee represents, warrants, and certifies the following: a. INVOICES, Invoices for all expenditures paid for by Grant shall be submitted to the SEOPW CRA for review and approval in accordance with the terms set forth in this Agreement. Grantee, Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 31 EXHIBIT "A" 4.2.a through its authorized representative, shall certify that work reflected in said invoices has, in fact, been performed in accordance with the Scope of Work and Budget set forth in Exhibit"B". b. EXPENDITURES. Funds disbursed under the Grant shall be used solely for the Program in accordance with the Scope of Work and Budget set forth in Exhibit "B". All expenditures of the Grant will be made in accordance with the provisions of this Agreement. c. SEPARATE ACCOUNTS. The Grant shall not be co -mingled with any other funds, and separate accounts and accounting records will be maintained. d. POLITICAL ACTIVITIES. No expenditure of Grant funds shall be used for political activities. e. LIABILITY GENERALLY. Grantee shall be liable to the SEOPW CRA for the amount of the Grant expended in a manner inconsistent with this Agreement. f. AUTHORITY. This Agreement has been duly authorized by all necessary actions on the part of, and has been, or will be, duly executed and delivered by Grantee, and neither the execution and delivery hereof, nor compliance with the terms and provisions hereof: (i) requires the approval and consent of any other party, except such as have been duly obtained or as are specifically noted herein; (ii) contravenes any existing law, judgment, governmental rule, regulation, or order applicable to or binding on any indenture, mortgage, deed oftrust, bank loan, or credit agreement, applicable ordinances, resolutions, or on the date of this Agreement, any other agreement or instrument to which the Grantee is a party; or (iii) contravenes or results in any breach of, or default under any other agreement to which the Grantee is a party, or results in the creation of any lien or encumbrances upon any property of the Grantee. 11. NON-DISCRIMINATION. Grantee, for itself and on behalf of its contractors and sub- contractors, agrees that it shall not discriminate on the basis of race, sex, color, religion, national origin, age, disability, or any other protected class prescribed by law in connection with its performance under this Agreement. Furthermore, Grantee represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, disability or any other member of a protected class be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 12. CONFLICT OF INTEREST. Grantee is familiar with the following provisions regarding conflict of interest in the performance of this Agreement by Grantee. Grantee covenants, represents, and warrants that it will comply with all such conflict of interest provisions: a. Code of the City of Miami, Florida, Chapter 2, Article V. b. Miami -Dade County Code, Section 2-11.1, 13. CONTINGENCY. Funding for this Agreement is contingent on the availability of funds and continued authorization for Program activities, and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, or change in regulations. The SEOPW CRA shall not be liable to Grantee for amendment or termination of this Agreement pursuant to this Section. 14. MARKETING. a. PUBLICATION. In the event Grantee wishes to engage in any marketing efforts, Grantee shall, if approved by the SEOPW CRA in accordance with Section 14(b) below, produce, publish, Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 32 EXHIBIT "A" 4.2.a advertise, disclose, or exhibit the SEOPW CRA's name and/or logo, in acknowledgement of the SEOPW CRA's contribution to the Program, in all forms of media and communications created by Grantee for the purpose of publication, promotion, illustration, advertising, trade, or any other lawful purpose, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements or interviews. b. APPROVAL. The SEOPW CRA shall have the right to approve the form and placement of all acknowledgements described in Section 14(a) above, which approval shall not be unreasonably withheld. c. LIMITED USE. Grantee further agrees that the SEOPW CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in Grantee's use ofthe SEOPW CRA's name and logo, confers or may be construed as conferring upon Grantee any right, title, or interest whatsoever in the SEOPW CRA's name and logo beyond the right granted in this Agreement. 15. DEFAULT. If Grantee fails to comply with any term or condition of this Agreement, or fails to perform any of Grantee's obligations hereunder, and Grantee does not cure such failure within thirty (30) days following receipt of written notice from the SEOPW CRA that such failure has occurred, then Grantee shall be in default. Upon the occurrence of such default hereunder the SEOPW CRA, in addition to all remedies available to it by law, may immediately, upon written notice to Grantee, terminate this Agreement whereupon all payments, advances, or other compensation paid by the SEOPW CRA directly to Grantee and utilized by Grantee in violation of this Agreement shall be immediately returned to the SEOPW CRA. Grantee understands and agrees that termination ofthis Agreement under this section shall not release Grantee from any obligation accruing prior to the effective date of termination. 16. NO LIABILITY. In consideration for the Grant, Grantee hereby waives, releases, and discharges the City of Miami, the SEOPW CRA, its Board of Commissioners, officers, employees, agents, representatives, and attorneys, whether disclosed or undisclosed, any and all liability for any injury or damage of any kind which may hereafter accrue to Grantee, its officers, directors, members, employees, agents, or representatives, with respect to any of the provisions of this Agreement or performance under this Agreement. 17. SPECIFIC PERFORMANCE. In the event of breach of this Agreement by the SEOPW CRA, Grantee may only seek specific performance of this Agreement and any recovery shall be limited to the grant funding authorized for the Services provided herein. In no event shall the SEOPW CRA be liable to Grantee for any additional compensation, other than that provided herein. 18. INDEMNIFICATION OF THE SEOPW CRA. The Grantee agrees to indemnify, defend, protect, and hold harmless the City of Miami, the SEOPW CRA, its Board of Commissioners, officers, employees, agents, representatives, and attorneys from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") for reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from or in connection with: (i) the performance or non-performance of the services, supplies, materials and equipment contemplated by this Agreement or the Program, whether directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of Grantee or its employees, agents, or subcontractors (collectively referred to as "Grantee"), regardless of' whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the SEOPW CRA, unless such injuries or damages are ultimately proven to be the result of grossly negligent or willful acts or omissions on the part of the SEOPW CRA; or (ii) the failures of Grantee to comply with any of the paragraphs Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 33 EXHIBIT "A" 4.2.a provisions herein; or (iii) the failure of Grantee to conform to statutes, ordinances, or other regulations, or requirements of any governmental authority, federal, state, county, or city in connection with the granting or performance of this Agreement, or any amendment to this Agreement. Grantee expressly agrees to indemnify and hold harmless the SEOPW CRA, from and against all liabilities which may be asserted by an employee or former employee of Grantee, any of subcontractors, or participants in the Program, as provided above, for which Grantee's liability to such employee, former employee, subcontractor, or participant would otherwise be limited to payments under state Worker's Compensation or similar laws, 19. INSURANCE, Grantee shall, at all times during the term hereof, maintain such insurance coverage as provided in Exhibit "C" attached hereto and incorporated herein, All such insurance, including renewals, shall be subject to the approval of the SEOPW CRA, or the City of Miami (which approval shall not be unreasonably withheld) for adequacy of protection and evidence of such coverage shall be furnished to the SEOPW CRA on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled, or materially changed during the performance of the Program under this Agreement without thirty (30) calendar days prior written notice (or in accordance to policy provisions) to the SEOPW CRA. Completed Certificates of Insurance shall be filed with the SEOPW CRA, to the extent practicable, prior to the performance of services hereunder, provided, however, that Grantee shall at any time upon request by SEOPW CRA file duplicate copies of the policies of such insurance with the SEOPWCRA. If, in the reasonable judgment of the SEOPW CRA, prevailing conditions warrant the provision by Grantee of additional liability insurance coverage or coverage which is different in kind, the SEOPW CRA reserves the right to require the provision by Grantee of an amount of coverage different from the amounts or kind previously required and shall afford written notice of such change in requirements thirty (30) days prior to the date on which the requirements shall take effect. Should Grantee fail or refuse to satisfy the requirement of changed coverage within thirty (30) days following the SEOPW CRA's written notice, this - Agreement shall be considered terminated on the date the required change in policy coverage would otherwise take effect. Upon such termination, the SEOPW CRA shall pay Grantee expenses incurred for the Program, prior to the date of termination but shall not be liable to Grantee for any additional compensation, or for any consequential or incidental damages, 20, DISPUTES. In the event of a dispute between the Executive Director of the SEOPW CRA and Grantee as to the terms and conditions of this Agreement, the Executive Director of the SEOPW CRA and Grantee shall proceed in good faith to resolve the dispute. If the parties are not able to resolve the dispute within thirty (30) days ofwritten notice to the other, the dispute shall be submitted to the SEOPWCRA's Board of Commissioners for resolution within ninety (90) days of the expiration of such thirty (30) day period or such longer period as may be agreed to by the parties to this Agreement. The Board's decision shall be deemed final and binding on the parties. 21. INTERPRETATION. a. CAPTIONS. The captions in this Agreement are for convenience only and are not a part of this Agreement and do not in any way define, limit, describe or amplify the terms and provisions of this Agreement or the scope or intent thereof. b. ENTIRE AGREEMENT. This instrument constitutes the sole and only agreement of the parties hereto relating to the Grant, and correctly set forth the rights, duties, and obligations of the parties. There are no collateral or oral agreements or understandings between the SEOPW CRA and Grantee relating to the Agreement. Any promises, negotiations, or representations not expressly set forth in this Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 34 EXHIBIT "A" 4.2.a Agreement are of no force or effect. This Agreement shall not be modified in any manner except by an instrument in writing executed by the parties, The masculine (or neuter) pronoun and the singular number shall include the masculine, feminine and neuter genders and the singular and plural number, The word "including" followed by any specific item(s) is deemed to refer to examples rather than to be words of limitation, c. CONTRACTUAL INTERPRETATION. Should the provisions of this Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body interpreting or construing the same shall not apply the assumption that the terms hereof shall be more strictly construed against one party by reason of the rule of construction that an instrument is to be construed more strictly against the party which itself or through its agents prepared same, it being agreed that the agents of both parties have equally participated in the preparation of this Agreement. d. COVENANTS. Each covenant, agreement, obligation, term, condition, or other provision herein contained shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making the same, not dependent on any other provision of this Agreement unless otherwise expressly provided. All of the terms and conditions set forth in this Agreement shall apply throughout the term of this Agreement unless otherwise expressly set forth herein. e. CONFLICTING TERMS. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms of this Agreement shall govern. f. WAIVER. No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing. g. SEVERABILITY. Should any provision contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida, then such provision shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, that same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. h. THIRD -PARTY BENEFICIARIES. No provision of this Agreement shall, in any way, inure to the benefit of any third party so as to make such third party a beneficiary of this Agreement, or of any one or more of the terms hereof or otherwise give rise to any cause of action in any party not a party hereto. 22. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in writing and signed by both parties, 23. DOCUMENT OWNERSHIP. Upon request by the SEOPW CRA, all documents developed by Grantee shall be delivered to the SEOPW CRA upon completion of this Agreement, and may be used by the SEOPW CRA, without restriction or limitation. Grantee agrees that all documents maintained and generated pursuant to this Agreement shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. It is further understood by and between the parties that any document which is given by the SEOPW CRA to Grantee pursuant to this Agreement shall at all times remain the property of the SEOPW CRA, and shall not be used by Grantee for any other purpose whatsoever, without the written consent of the SEOPW CRA. 24. AWARD OF AGREEMENT. Grantee warrants that it has not employed or retained any person employed by the SEOPW CRA to solicit or secure this Agreement, and that it has not offered to pay, paid, or agreed to pay any person employed by the SEOPW CRA any fee, commission percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of the Grant, Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 35 EXHIBIT "A" 4.2.a 25. NON-DELEGABILITY, The obligations of Grantee under this Agreement shall not be delegated or assigned to any other party without the SEOPW CRA's prior written consent which may be withheld by the SEOPW CRA, in its sole discretion. 26. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida law. 27. TERMINATION. The SEOPW CRA reserves the right to terminate this Agreement, at any time for any reason upon giving five (5) days written notice of termination to Grantee. If this Agreement should be terminated by the SEOPW CRA, the SEOPW CRA will be relieved of all obligations under this Agreement, In no way shall the SEOPW CRA be subjected to any liability or exposure for the termination of this Agreement under this Section. 28. NOTICE. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail, addressed to the party at the address indicated herein or as the same may be changed from time to time, Such notice shall be deemed given on the day on which personally served, or, if by mail, on the fifth day after being posted, or the date of actual receipt or refusal of delivery, whichever is earlier. To SEOPW CRA: James McQueen, Executive Director Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Email: JMcQueen ,miamigov.corn To Grantee: With copy to: Vincent T. Brown, Esq., Staff Counsel Southeast Overtown/Park West Community Redevelopment Agency 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 Email: VTBrown (miamiaov.com Andre L. Williams, Manager EyeUrbanTV.com LLC 1121 NW 3'd Avenue Miami, FL 33136 Email: F,yeJJrbanTV@gmail.com 29, INDEPENDENT CONTRACTOR, Grantee, its contractors, subcontractors, employees, agents, and participants in the Program shall be deemed to be independent contractors, and not agents or employees of the SEOPW CRA, and shall not attain any rights or benefits under the civil service or retirement/pension programs of the SEOPW CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers' Compensation benefits as employees of the SEOPW CRA. 30. SUCCESSORS AND ASSIGNS, This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 31. MULTIPLE COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 36 EXHIBIT "A" 4.2.a and each of which shall be deemed to be an original. The facsimile or other electronically delivered signatures of the parties shall be deemed to constitute original signatures, and facsimile or electronic copies hereof shall be deemed to constitute duplicate originals. 32. MISCELLANEOUS. a. In the event of any litigation between the parties under this Agreement, the parties shall bear their own attorneys' fees and costs at trial and appellate levels. b. Time shall be of the essence for each and every provision of this Agreement. c. All exhibits attached to this Agreement are incorporated in, and made a part of this Agreement. Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 37 EXHIBIT "A" 4.2.a IN WITNESS WHEREOF, in consideration of the mutual entry into this Agreement, for other good and valuable consideration, and intending to be legally bound, the SEOPW CRA and Grantee have executed this Agreement. API* RI!. 041 ORM AND LEGAL,. ; TPt ICIBNCY: By: Vincent T. Brown Chief Legal Counsel WITNESSES: By: �j, Print: Aiottng i f\161 k.4(;)'-� By: Print: 1/ cu-1. S1iJ°X ("Gra e" ti SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: aftrrs McQueen Executive Director APPROVED AS TO INS,tf: REQUIREMENTS: / Anne Marie Sharpe Director of Risk Man gement EYEURBANTV.COM LLC, a Florida non-profit corporation By: Andre L. Willi ms Manager [SIGNATURE PAGE TO GRANT AGREEMENT] Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 38 EXHIBIT "A" 4.2.a Exhibit "A" Resolution No, CRA-R-22-0023 Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 39 EXHIBIT "A" 4.2.a Southeast Overtown/Park West Community Redevelopment Agency File Number: 12140 Legislation CRA Resolution: CRA-R-22-0023 Final Action Date:6/23/2022 THIS RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO FLORIDA TO EYEURBANTV.COM, LLC ("EUTV"), LOCATED AT 1121 NW 3RD AVENUE, MIAMI, FL 33136, IN AN AMOUNT NOT TO EXCEED $63,000.00, TO UNDERWRITE COSTS ASSOCIATED. WITH THE PRODUCTION OF A MEDIA COMMUNITY INTERNET BROADCASTING STATION; 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 CRA "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000; PROVIDING FOR INCORPORATION OF RECITALS AND PROVIDING FOR AN EFFECTIVE DATE. 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 2018 Southeast Overtown/Park West Community Redevelopment Updated Plan (the "Updated Plan"); and WHEREAS, EUTV will produce, promote and create media Elms to tell the rich history and culture of the Overtown community. Broadcasting topics will include local news of businesses, organizations, and events. EUTV will provide internships to explore specialized tools, teach broadcasting etiquette, and develop hands-on real -world skills that can develop into a living -wage career. Over two hundred and fifty thousand users can access various topics twenty-four hours a day, seven days a week through user-friendly platforms. WHEREAS, Section 2, Goal 4 at page 10 of the Updated Plan lists the "creati[on of] jobs within the community" as a stated redevelopment goal; and WHEREAS, Section 2, Goal 5 at page 10 of the Updated Plan lists the "[p]romotion and marketing of the community" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 6 at page 14 of the Updated Plan lists the promotion of "local cultural events, institutions, and businesses", as a stated redevelopment principle; and . WHEREAS, Section 2, Principle 14 at page 15 of the Updated Plan lists "restor[ing] a sense of community and unify[ing] the area culturally" as a stated redevelopment principle; and WHEREAS, the Board finds that authorization of this Resolution would further the SEOPW CRA's redevelopment goals and principles; City of Miami Page 1 of 2 File ID: 12140 (Revision:) Printed On: 6/30/2022 Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 40 EXHIBIT "A" 4.2.a File ID: 12140 Enactment Number: CRA-R•22.0023 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 EyeUrbanTV.com LLC, in an amount not to exceed $63,000.00, to underwrite costs associated with the production of a media corrununity Internet broadcasting station. 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 "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: , V Ti- uvar615— f ounsal 6/16/2022 Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) City of Miami Page 2of2 Pilo ID: 12140 (Revision:) Printed on: 6/30/2022 Packet Pg. 41 EXHIBIT "A" 4.2.a Exhibit 00B" Scope of Work and Budget Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 42 EXHIBIT 'A" 4.2.a EYEURBAN 0 Community Internet Broadcasting Company 1121 NW 3rd Ave Miami, FL 33136 I eyeurbantv@gmail.com Mr. James McQueen, Director Southeast Overtown Park West Community Redevelopment Agency 819 NW 2nd Avenue, Floor 3 Miami, FL33136 Dear Mr. McQueen: Thank you for the opportunity to submit a proposal to enhance our broadcasting capability from the Historic Community of Overtown. This letter will serve as a summary of the attached proposal. EYE URBAN TV -- Community Internet Broadcasting Company's (EUTV-CIBC) mission is to produce and promote creative content and archive the rich history and culture of the Overtown Community and surrounding communities. The mission is carried out by promoting and hosting community heritage through media, film, and content broadcasted on a 24hr user accessible platform. We are seeking the support from the SEOPW CRA, to help promote community heritage implemented by programming that broadcast to over 250,000+ residents and tourists daily. Through creatively produced content, interviews, commercials, and events ranging from entertainment, exhibitions, education, and archiving, we have trained numerous interns from the community in media production and content creation. We know that with your support we can retain those training interns and provide media production skillsets in a variety of fields for future job potential. This also promotes entrepreneurship by teaching technology and current Innovations to inspire more creatives to tell our story and preserve our history, During our 11-year tenure, we have documented and maintained archives of pre and post developments in the community and has stored them for archival purposes. Our aim is to assist with the promotion and marketing of the community as a Cultural & Entertainment Destination and shift the negative connotations that television has produced about Overtown. Our belief is that by broadcasting positive imagery on our platform, this will aid in making the area more community pride. We are humbly requesting consideration from SEOPW CRA to fund our proposal. Your funding will allow us to Increase our ability to broadcast quality entertainment and community programming to a wider audience while simultaneously allowing us to operate a successful community broadcasting platform daily. Respectfully, Andre "Soul" Williams CEO/FOUNDER — EYEURBANTV.COM, LLC Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 43 EXHIBIT "A" 4.2.a EYEURBAN COMMUNITY INTERNET BROADCASTING COMPANY Specializing in Media Production and Content Creation fewe.Aswangwaskatatafigns : 3d: :t ,,,:y.vfp ,41 me-, MMW.,4. 'Y -2•iq'' b°\SAIV°I....41sIATI I I III MVA\WIWAVi.114111W\ EYE URBAN TV -seeks to engage in escalating community economic development and prosperity by providing an OTT broadcasting network (Channel) designed to broadcast newly created and existing content and media productions directly to smart tv's and \ mobile devices. Our niched broadcasted content will be geared for the African diaspora in our %.%, immediate community, nation and abroad, This opportunity of networking, alignment, and support can alleviate many of those marketing and exposure challenges and begin to \ develop economic equality in our immediate business corridor, 'XJe eutota etolde O*I' �jf emeaffee cfp. Andre Soul a.k a 'Baba Ka ON1149. '41(4) Documentaries Itk k c \ ARTIST PAS$10N MIT WHAT'S GOOD ONE BROTHER ONE HOOD IN TOR N006 Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 44 EXHIBIT "A" 4.2.a "�la.1.U'. fl\\\tl I..I.�9 �'1 �1T' I.1 U.I �\ /J9la` ►N9.�'�1�di.7 ../J/ri i% .2 J. CURRENT CONTENT INCLUDES V The lateslexc11ng nrorningtalk ohowln Mlontl, hosted by entertainers Andre Soul and LynelaeRochelle. We discuss Politics, Local Nows, Global and National News, Entertainment and Social Media Shenanigans. Tune In weekdays earn. lgamonYooTubeChannel. EyeUrbsnTVand hear us on all Padcast Platforms orwww,EyeUrbanTV.com RNS Shawls a FUN, INFORMATIVE, SOCIAL PLATFORM with conversations based upon the levels of blackn es s, th e healing otour community, and bridging the gap between generational disconnect. Hosted by community activist Delon elc. Al'rrI$T PASSION This personal dive Into an artist' world brings an nudlence to full disclosure of how an artist, began to what They see as their tloyatopmant In the future, As unknown artist got tholr moment to shire, they oleo emu pave the way for others to share and Identify what makes what they do art and Crow It has become the "why" In their three, (lost Sasso So111 finds Intorealing Indwlduale to highlight their artistic tourney on Attlee Passion, ono of Iho newest shows to hit the Iiyo Urban TV platform. t� j� 1i111 �p{ VV HAT' yrle G000 1 1100D Whets Good In the Hood Is a show that promotes blackexcellence In our communnyhighllghting restaurants, community business. and cornmuntlyorganitallons.Our first sodas oilhe showwe'llbe highlighting restaurants that serve otir communities everyday. In the efforts to economically support our communiyandblack buelnessestlre goal Is to feature restaurants having guests ratelhe good, bad, andthe in-between, and what stood out most about the busmen. ()� t_` s..i ' i ,44-t .t v,sgif -it ir'tlJ.- • r rf I r`K/N,yIsiyi P5'.: IDIM-l;J 4 s. -,P, s fir; Our footprint Is organic, Built over the years we have garnered vast global viewership. This diversity grants future growth in global viewership which converts to local income from advertising. DAILY VIEWERSHIP %NOM IN la United Kingdom eJamaica la Haiti 7n [Ain America l� Africa AGE +P VIEWERS GENDER OF VIEWERS 0% 7.O% 40% 60"A 80% 100"/n Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 45 EXHIBIT "A" 4.2.a r 11.1 oft 411 00 ttrA.i tfi OTT HOSTING PLATFORM Upload & Organtzo Upload & organize cOntont in categories, add cutclorn filltuo & upload oxlran. Monetize Offer suhseriptIonn or one.tims purchases. Accept credit cards & PayPal, u reen Stream Live Stream On•Demanci Schedule events in advent» & build OY.cih)menl with n toilnidown overlay, ill Analyse Know what your audlonee likos & tap Into your boot performing oontent. EYEURBAN ¢¢71 < As ! 4 t S 9howra3o your content Ina beautiful on•dsmend video catalog. Launch Apps Croat° a fivo -tar slrearning oxpodenco for your audience on any device. WoRDPREs S vsar OF ae Mr r a R _ ,7 ! w M. 7, w , p ! a11Q yF` prsommsemetkf -:FY 4uxli� N r,r'f .. 1 Y ?%At S.iiktv0.14 11 9piJ� i i,,f i t r Usift k" �tNe TtT Y . i _ F•dtAlt ''� j: iAy )T w •ivy c ° ,' t } „ =r `il t 1 i : �, oy is +c iK h l=v'i'f r , ,, 001,1.'1:fryat it3r.-3!'uL�ifo , t.dt�yri l:4',.., ...�:1,`.#, r 4P I., r; i:si, k �y f„t ! a s,r END USERAVAILIBILITY • Roku • FIreTV • Chromecast • Apple TV • Mi -India 195nli city YEURB %N We will establish a strong baseline for how users Interact with the app. Changes will be adjusted to enhance the app based on metrics and user feedback. Analytics will allow us to carry out split -testing in the app to learn how effectively the product meets user needs, tatt DOWNLOAD ONTO YOUR SMART TV OR MOBILE DEVICE DOWNLOAD TO ALL 10S OR ANDROID DEVICES es Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) s As, ar le w i ® vssosl7m® i Y, IN R - Ei w ■'01104\lllli Packet Pg. 46 EXHIBIT "A" 4.2.a VEIL MI. Mk • 4,4 "mil. V. / I r r i a Y \" w B✓ R { f :..::-, Y. 4✓_ h A)4S� r£� +..:• . y7�� r .'a v , ry J. "" r ' .., li�' I Fx l • sf t s MARKETING EFFORTS LOCAL PUBLICATIONS 21rim N inI p,��"plltgl RADIO HOT "31 t cm 40iHeartRADKC) SOCIAL MEDIA Phase 1 Marketing efforts will consist of increasing resonance on ALL major local media outlets, Our goal Is to make increased awareness and ease of use for acquiring and accessing our media channel. Billboards, radio announcements, and publications will be our immediate target. We are also cultivating strategic national alllanoes to further enhance our footprint In the broadcasting realm. rraITMIt t'altttewfrn rn»+tIMMta»r^aaumemwwnruvvecrx+r•.t:iiaati:: Watoh The WUMMS Dam to 10am`Mon.Fri OUTFRONT MEDIA CLEAR CHANNEL Billboard Ad Etiologically placed to garner more audience awaroness. 7-AR+A's rr .�:': .`t^�•" F ll;'# Y'� . Ijt., i �. ° ra;F. a!4 a•f i-ir.-Y••Z-1074).rl 1 7?_• •i',S OUR SERVICES INCLUDE MEDIA PRODUCTION * CONTENT CREATION * VIDEOGRAPHY * PHOTOGRAPHY * COMMERCIALS * GRAPHICS * MEDIA CONSULTATION * BUSINESS CONSULTATION * EVENT PRODUCTION GtirU$PRODUt7EQNBPbRYOU T00Av111 iTiiI1TI 7'$370 y A .ram •'PdiGiEU tcdenSUit+Piulordonriripl5'P�jt•'� •CQNSULT'tabAY (180 294.0659 or Ewan: nymgbnaIvOdinallkmn YE RBAN RUN YOUR SOSINES$ AD 30 or 60 Second Commercial on the 21oR , 0W i1S i PFR AD RUN SCALE YOUR BUSINESS BY ADVERTISING ommnrciol Ad • Static Ad ' 00-$Iiow Mentions itio $36 per Ad Run (9 or less) $27 Por Ad Run (10 +) ao $18 Per Ad Run (21 +) 1- Wn vllWnlil tadaycell:(706)704.06990emAllevLwbanWBgnull.conr Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) ;twz¢r a.,"•i.. _.. .,ie;.� r� a....Y1'r t. ; >.r.j. r r AI IS o® s w aw• iirwr lk w ® at I a AA®N.{IIIi Packet Pg. 47 EXHIBIT "A" 4.2.a et tit> -Y.•y yyryry 1' .1 4 1! - 1 1_ I.. J) i' • 6%.P :*' .4t'3�a.. N.hl 579 �.y,:-.tJ�I... .: Zt;l� �)4 ... ...,-2 7. .:-..:,Ar .,, ., 1 Y p.^J 7� -".. -/.,Y`4 $`lif-tifl AM' CLIENTS AND BRANDS Here are current and past clients that we have worked with. Brand building, Logo/Brand Creation, Event Production and consultations, THE OIN OEE OF BOOTNEUIIUOU IVt!tt{IPlRPfUU1DU.Mi OPAL ISY(RTOYRI MarORMINO AIM CANTO tba IA M1 WORLDCI;,NTEft g`I�RTGWM 1/8 ..S..IYtt80aIATIORlATInN,A s9•D , 'AGENT INC TriFst , f IYIL;1Y l ll'iR DflTBEi AVIc)t.iAl, a> av) cos • r (I. C.--... ,ii`11 fl oznammtin r RELATED Int9( Pl7f,l��'Ylhl E'wc Ziestausunt ,.F} 'IleVl0.. `-7.�'ru '1 1T.T,iot. d7tisllA (kn(a tapolv.:44ty ^`;.( 4PT,'?,:r?� 1 t, COMMUNITY EVENTS URBAN SOUL EXPERIENCE * B2C (Business 2 Consumer) * EUTV Kids* An it u 1ai w wW,nL., LACIg02A81% Ul i tIOol Pelloslaen Mgll l4 Wi! ,n�1uktSHW?nneve URBAN SOUL EXPERIENCE - S DAY ART EXHIBIT WITH FOOD, MUSIC, PERFORMANCES AND CULTUR El HELD DURING ART EASEL ),1IAMI OUR NON-PROFIT ENTITY THAT FOCUSES ON THE EDUCATION, SUPPORT AND ADVOCACY OF MEN DEALING WITH PROSTATE CANCER AND PROSTATE ISSUES. S; A BUSINESS 2 CONSUMER EXPERIENCE SfIllA iY U88CI12'1111, 2021.12HUUII TOON TfIE I :(1;1 O P !'A c f� Y•11VMNIIW,M µ,IW,iI �C"J]71 I814 8W 188 nVE HIBHI, r(71138 IIIIAI IIRIk91IsSISMIA; bit 151YteAldi Irclomot' ottat.IRS5640- U11,AtAmo11011AT n BUSINEBSC2CONSUMER EXPEREINCE MONTHLY POP-UP EVENT LEADING UP TO YEARLY EXPO IN THE " ING N lho Fight Apolnil Proilolo Concor l UNDATI EUTV COMMUNITY RIDS CREMOYE PASOAGE$ OVP*.tb.<‘0 PO OM Xr MAIO fdltn` SATURDAYAUOUST lst, 2020 DAM to 1PM Ngl•Ig1•1MIn41 N:NWn I.H1,1• WO VO,On.y. kN 471rq 1,1041141 lhw(I11A erolaeune w,eneq EUTV COMMUNITY KIDS — SUMMER PROGRAM FOR KIDS YEARLY INTERNATIONAL EVENT HOSTING DJ'SAND PERFORMERS NEW MEDIA CONFERENCE IS A YEARLY EVENT THAT EMPHISIZES ON CONTENT CREATION AND HOSTING PLATFORMS. a. Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) is 1 �.7.f �1'�1.�: .',.., c ..31ri.. Ja(il:. v+\..lgY.C. .at'�:•S1 Air ® ar a W a a V /O/ I/O s'w W w rr to s s ■ ■ rs Packet Pg. 48 EXHIBIT "A" wrr. V& VIE ,w - 4.2.a .fir. t� .f`:1:.:� .1. � i:r4,/` ..<h �`' �' -;Iq. S tfa �r.. STUDIO EUTV STUDIO le n 700+ square ft. facility Mat Matins n rnodeol hronr(canllup +ot•UI1 that allows us to hvoslrearn to various platforms 5II11UItaneouely, Were small but pack o powerful punch wlDi uploads +moods at 30.2mptw. While most of our productions occurin the hold, EUTV Studio provides a sturdy sal up for In.+Indio wink and Intorvlowe. 00 e a., BUSINESS FORMATION EYE URBAN TV.COM, LLC is a corporation registered in the state of Florida 11 yrs. and counting. BusinessAddress: 1121 NW 3rd Ave Miami, FL 33136 Hours of Operation: Mon — Fri, 10am to 6pm Phone: (786) 294-0659 I Email: g-),yeurpai1tyjcl,,, lmail.com Owner — Andre Soul Williams Staff: 1(FT), 1(PT), 4 (sub -contractors) YouTube: EYE URBAN TV — CIBC Facebook: EYE URBAN TV Instagram: EYE URBAN TV Twitter: EYE URBAN TV Tax ID: Available Upon Request EYEUROAN .�r fl?Iwq:- : ��[i:.,. 3i F .).v S. t j. 441.H I 1:.: 4 1-4 .: t-. 1',ev i, ..`",! •lw• i(• � � is - eP ‘ MI i■i%'i i e ii i Packet Pg. 49 EXHIBIT "A" 4.2.a THE OVERVIEW EYE URBAN TV Is a Community Internet Broadcasting Corporation that Specializes in Media Production and Content Creation. Our unique partnership with Video Mix TV - Channel 11.5, offers exposure for businesses, organizations, events or products to over 250,000+ household viewers. Daily operations will consist of broadcasting media productions and creative content on our own video platform, which enables us to have more control over our community narrative and broadcast uninterrupted. EUTVwill capture and display community events, narratives, cultural events and overall enhance equity across local businesses within the Overtown Business District and surrounding communities. These businesses will provide commercial ads, or have one created by Eye Urban TV, to run as commercials between segments of our shows or creative content. Our goal for 2022 is to increase our reach and media capabilities by offering viewers the ability to watch all our content (24 hours) directly on our website or via our mobile app. Simultaneously we will increase the coverage of local events and provide video productions of said events to broadcast over the media platform. We will broadcast, local, national, and international content as it pertains to the community and its diaspora. CURRENT OPERATIONS We are providing established and start-up businesses with media production and content creation at a reduced community rate. We are also consulting with these businesses to enhance their marketing and media exposure. Our client base includes: 2 Guys, Urgent Inc, Suite 110, The Development Firm, Folk Life Friday, Black Archives Lyric Live Event, and Groovin' Bean, as well as smaller start-ups which includes: FRAN Unique Services, Love Errands and I<een Prestine Cleaning Services. PRODUCTIONS We produce the hit morning show, Wake — Up Miami Morning Show, which has been LIVE -STREAMED daily from 9am-10am for 2+ years with over 550 shows aired to date. During the morning show we provide interviews for businesses and individuals. We also provide product and event mentions on our Community Radar segment. To date we have conducted over 100 In-house interviews and virtual interviews from New York all the way to California. Our weekly newsletter supports our efforts in promoting local businesses, organizations and initiatives, while providing our elite database with information. Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 50 EXHIBIT "A" 4.2.a DEMOGRAPHIC/AUDIENCE Our footprint is organic. Built over the years we have garnered vast global viewership. This diversity grants future growth in global viewership which converts to local income from advertising. Daily Average Geography of Viewership United States Jamaica United Kingdom Canada Haiti Barbados 1,939 759 256 49 46 22 Daily Average Ages of Viewership 25-34 6.6% 35-44 13% 45-54 28.3% 55-64 26.4% 65+ 25.8% Daily Average Social Media Viewership YouTube Facebook VMixTV Overall Impressions on Social Media Views: 5,553 Views: 3,708 Views: 250,00+ YouTube Men: 30% Men: 30% Men: 60% Facebook Women: 70% Women: 70% Women: 40% VMixTV Overall impressions: 48,457 Stand-alone Player Viewership Overall Monthly Viewership: 11,773 J COMMUNITY IMPACT Eye Urban TV provides a creative environment for our Interns to train and allow creative expression to develop from concept to full production. We have trained individuals throughout the metro area and have conducted media production workshops with kids residing in our Immediate community. To date we have Trained over 40 individuals in Media Production and Content Creation In the areas of: Camera Operation; Scripting and Theatrics, Video logging and Editing along with current Internet broadcasting techniques and operating systems. Most are still sub -contracted by EUTV for media services and 2 are current team members of EUTV one being the daily show producer of our morning show, and both host their own monthly shows. Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 51 EXHIBIT "A" 4.2.a PRICING AND SERVICES We offer community rates in order to improve community equity. EYE URBAN TV will feature a niche content portfolio which will feature: Ads for monetization Interviews and Infomercials Tailored content and NEW Show Ideas Music Videos and Live Performances Local, National and International Movies Web Series —Taping Production & Hosting Content Sunday Sermons & Video Obituaries 2022 Prospective Studio Enhancement& Operations Activation Budget UScreen App $18,000,00 Marketing, Radio, Billboards, Publications $14,000.00 Studio Renovation Audio Production Booth $9,000,00 Studio Lights $9,000,00 Webcams/Studio Equipment $7,500,00 Broadcasting Internet $4,000.00 Upgrade Security (Doors) $1,500,00 Security Cams $800,00 TOTAL AOUNT REQUESTED $63,000.00 Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 52 EXHIBIT "A" 4.2.a Exhibit "C" Insurance Requirements 0 0 0 U ca N Go CO c O 4- d N O 4- 4- c to 3 N z 0. <.i 4- c 0 0) L 0 c 0 c 0 }1 c 0 E Q a w d N 0 .c 4- CO T w N CO 0) LL 4- c 0) E C1 c6 r-. Packet Pg. 53 EXHIBIT "A" 4.2.a INSURANCE REQUIREMENTS - EyeUrbanTV.com, LLC I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 City of Miami & Southeast Overtown Park West Community Redevelopment Agency listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement The City of Miami Ann.: Building Department 444 SW 2nd Avenue Miami, FL 33130-0000 II. Business Automobile Liability Southeast Overtown Park West Community Redevelopment Agency 819 NW 2nd Ave 3rd Floor Miami, FL 33136-0000 A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami & Southeast Overtown Park West Community Redevelopment Agency listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 54 EXHIBIT "A" 4.2.a IV. Employer's Liability Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit V. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim $1,000,000 General Aggregate. Limit $1,000,000 Retro Date Included The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Attachment: File # 18205 - Exhibit A (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Packet Pg. 55 4.2.b Sec. 18-82. - Disposal of surplus city -owned personal property. (a) When a surplus of city -owned personal property exists, the chief procurement officer may transfer it to any other department or office which has need for it. The chief procurement officer shall also have power to sell all such supplies, materials and equipment which have become unsuitable for city use or to exchange for or trade in the same for new supplies, materials and equipment. When such surplus supplies, material and equipment have a limited use other than by the city, the city commission may classify the same as category "A" or category "B" stock. Category "A" stock shall be available for disposition as the city's contribution or the city's commitment in support of a particular public purpose which may include those community civic or social service programs as may be authorized by the city commission. Category "B" stock shall be that stock of surplus supplies, material and equipment which is available for disposition pursuant to the terms and provisions of subsection (b) hereof; namely, sale to sister cities or municipalities of friendly foreign countries. Not for profit organizations which provide a public purpose shall be offered first consideration as recipients for the disposition of category "A" and "B" surplus stock. Except for category "A" stock or category "B" stock and except in those cases in which the chief procurement officer determines that it is not practical to do so, any department or office that provides surplus stock for any such transfer, sale, exchange or trade-in shall receive credit therefor, based on the fair market value of such surplus; and any department or office receiving such surplus stock shall receive corresponding debit therefor, such credit and debit to be charged to the respective budgets of the departments or offices involved. (b) Notwithstanding the above provisions, when a foreign city enjoying a current, formally designated status as a "sister city," in accordance with the terms of Resolution No. 78-5, dated January 11, 1978, or a municipality of a friendly foreign country desires to purchase personal property owned by the city, including vehicles and equipment which are no longer needed for public use or which have become unsuitable for further use by the city, and where said property has been categorized as category "B" stock, such sale may be negotiated in accordance with the following procedure and criteria: (1) All equipment proposed for sale to sister cities or municipalities of friendly foreign countries must be declared surplus, following then -existing administrative procedures. All such equipment must be offered to sister cities for a period of 30 days before being offered for sale to such municipalities. Note: "Friendly foreign countries" means those countries against which there are no trade embargoes or travel prohibitions imposed by the executive branch of the U.S. government. (2) The prices negotiated for such sale must be equal to or greater than the prices which would be reasonably anticipated from the sale of such surplus equipment through public auction. This condition may apply to the total sale of a number of pieces of equipment rather than individual piece prices for the aggregate return on a given sale in determining whether the negotiated price is equal to or greater than could be expected at a public auction. The negotiated unit price shall not include any transportation or shipping costs; these costs will be borne by the sister city or the municipality purchasing said equipment. (3) (Ord. No. 12271, § 2, 8-22-02) Attachment: File # 18205 - Backup (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), City Code.) Page 1 Packet Pg. 56 4.2.c DIVISION OF CORPORATIONS DIV.E'11a i of --� mi official Store of Florida ►<<srtrrifr Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Not For Profit Corporation URGENT, INC. Filing Information Document Number N94000001986 FEI/EIN Number 65-0516506 Date Filed 04/18/1994 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 02/27/2007 Event Effective Date NONE Principal Address 1000 NW 1ST AVE. SUITE 100 MIAMI, FL 33136 Changed: 01/06/2012 Mailing Address 1000 NW 1ST AVE. SUITE 100 MIAMI, FL 33136 Changed: 01/06/2012 Registered Agent Name & Address CRESPO, HENRY SR. 1000 NW 1st Ave. STE 100 MIAMI, FL 33136 Name Changed: 02/01/2008 Address Changed: 02/28/2025 Officer/Director Detail Name & Address (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), Attachment: File # 18205 - Backup - Sunbiz Urgent Inc. Title CEO Packet Pg. 57 4.2.c Nelson, Saliha 1900 N BAYSHORE DR 1602 Miami, FL 33132 Title Chairman HORTON, DENNIS 22330 SW 117 Court Miami, FL 33070 Title Treasurer LAPCIUC, MARCOS 4465 North Meridian Ave MIAMI BEACH, FL 33140 Title Director Hernandez, Caridad 1366 Kenyon St. NW tt2 Washington DC, DC 20010 Title President Crespo, Henry 1951 NW 7th Ave. Miami, FL 33136 Title Director Duarte, Edgar M 9200 SW 125 Terrace Miami, FL 33176 Title Director JOHNSON, VON 6026 Mourning Dove Dr. Baton Rouge, LA 70817 Annual Reports Report Year Filed Date 2023 03/02/2023 2024 02/21/2024 2025 02/28/2025 Document Images Packet Pg. 58 4.2.c 02/28/2025 -- ANNUAL REPORT 02/21 /2024 -- ANNUAL REPORT 03/02/2023 -- ANNUAL REPORT 04/06/2022 -- ANNUAL REPORT 02/10/2021 --ANNUAL REPORT 05/06/2020 -- AMENDED ANNUAL REPORT 02/25/2020 -- ANNUAL REPORT 04/08/2019 -- ANNUAL REPORT 03/08/2018 -- ANNUAL REPORT 02/10/2017 -- ANNUAL REPORT 02/24/2016 -- ANNUAL REPORT 08/11 /2015 -- AMENDED ANNUAL REPORT 02/17/2015 -- ANNUAL REPORT 08/14/2014 -- AMENDED ANNUAL REPORT 01 /09/2014 -- ANNUAL REPORT 02/21 /2013 -- ANNUAL REPORT 01 /06/2012 -- ANNUAL REPORT 02/08/2011 --ANNUAL REPORT 01/19/2010 -- ANNUAL REPORT 03/23/2009 -- ANNUAL REPORT 02/01 /2008 -- ANNUAL REPORT 04/02/2007 -- ANNUAL REPORT 02/27/2007 -- Amendment 03/22/2006 -- ANNUAL REPORT 05/11/2005 -- ANNUAL REPORT 03/29/2005 -- ANNUAL REPORT 04/23/2004 -- ANNUAL REPORT 01 /21 /2003 -- ANNUAL REPORT 04/10/2002 -- Amendment 02/11/2002 --ANNUAL REPORT 07/19/2001 --ANNUAL REPORT 05/10/2000 -- ANNUAL REPORT 01 /28/1999 -- ANNUAL REPORT 01 /28/1998 -- ANNUAL REPORT 09/08/1997 -- ANNUAL REPORT 11/01/1996 -- REINSTATEMENT 11/01/1996 -- REINSTATEMENT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations (18205 : Authorize Equipment Donation to Urgent, Inc., pursuant to Section 18-82(a), Attachment: File # 18205 - Backup - Sunbiz Urgent Inc. Packet Pg. 59 4.3 SEOPW Board of Commissioners Meeting September 25, 2025 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: September 18, 2025 and Members of the CRA Board File: 18206 From: James McQueen Executive Director Subject: Accept Donation from Kaufman Lynn Construction, Inc. Enclosures: File # 18206 - Backup BACKGROUND: A Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), authorizing the Executive Director to accept a donation in the amount of Thirty Thousand Dollars and Zero Cents ($30,000.00) from Kaufman Lynn Construction, Inc., a Florida for -profit corporation ("Kaufman"), for the use of non -Tax Increment Financing purposes and the benefit of the Redevelopment Area ("Purpose"). It is recommended that the Board of the SEOPW CRA approve and adopt the attached Resolution, accepting the donation from Kaufman for the Purpose stated herein. JUSTIFICATION: Pursuant to Chapter 163, Florida Statutes, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is responsible for carrying out community redevelopment activities and projects within its redevelopment area ("Redevelopment Area") in accordance with the 2018 Updated Southeast Overtown/Park West Redevelopment Plan (the "Plan"). Lastly, Section 2, Goal 6, of the Plan, lists "improving the quality of life for residents," as a stated redevelopment goal. FUNDING: $30,000.00 to Account No. 10050.920101.469000.0000.00000 - Other Miscellaneous Revenue. FACT SHEET: Entity name: Kau -flan Lynn Construction, Inc. Donation amount: $30,000.00 Packet Pg. 60 4.3 Scope of work or services (Summary): Accepting a $30,000.00 donation be used for non -Tax Increment Financing purposes. Page 2 of 5 Packet Pg. 61 4.3 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: September 25, 2025 CRA Section: Approved by: Executive Director 9/18/2025 Approval: Miguel A Valentin,, 1rarce Officer 9/18/2025 Page 3 of 5 Packet Pg. 62 4.3 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 18206 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), AUTHORIZING THE EXECUTIVE DIRECTOR TO ACCEPT A DONATION IN THE AMOUNT OF THIRTY THOUSAND DOLLARS AND ZERO CENTS ($30,000.00) FROM KAUFMAN LYNN CONSTRUCTION, INC., A FLORIDA FOR -PROFIT CORPORATION ("KAUFMAN"), FOR THE USE OF NON -TAX INCREMENT FINANCING PURPOSES AND THE BENEFIT OF THE REDEVELOPMENT AREA ("PURPOSE"); FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO PLACE DONATION INTO ACCOUNT NO. 10050.920101.469000.0000.00000 - OTHER MISCELLANEOUS REVENUE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ANY AND ALL AGREEMENTS AND DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. 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 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan (the "Plan"); and WHEREAS, Section 2, Goal 6, of the Plan, lists "improving the quality of life for residents," as a stated redevelopment goal; and WHEREAS, Kaufman Lynn Construction, Inc., a Florida for -profit corporation ("Kaufman"), has generously offered to provide the SEOPW CRA a donation in the amount of Thirty Thousand Dollars and Zero Cents ($30,000.00) ("Donation"); and WHEREAS, the Donation shall be used for non -Tax Increment Financing purposes in order to benefit the Redevelopment Area and/or surrounding community ("Purpose"); and WHEREAS, the Board of Commissioners finds that that authorizing this Resolution would further the SEOPW CRA's redevelopment goals and objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Page 4 of 5 Packet Pg. 63 4.3 Section 2. The Board of Commissioners hereby approves the acceptance of the Donation, which will be placed into the Account No. 10050.920101.469000.0000.00000 - Other Miscellaneous Revenue, for the Purpose stated herein. Section 3. The Executive Director is authorized to execute any and all action necessary to effectuate the acceptance of said Donation from Kaufman, including any and all amendments thereto, all in forms acceptable to Counsel, for said Purpose. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: yirtea-T.,1,31wom7-51M-Linsel 9/18/2025 Page 5 of 5 Packet Pg. 64 • • ■ • Or i 1 1 Kaufman Lynn Construction • • • • • A -,1110 �■ 11t �■ '1i1.No g III 1/ Mr Il1� / Nil / t / n o rig 11 Ip / I! oto no ro ro rr r Pe r lei BRIEF INTRODUCTION SUMMER 2025 I 110 • • 1 III air II ; Virg 4..; I ."41' I t- t I "Ir � LW I"Ir 11,11 :111,11' rr1 1 ""Airl IA I -AA KAUFMAN LYNN CONSTRUCTION 1 KL „AP-, Packet Pg. 65 Our Commitment and Dedication to Excellence in Every endeavor At Kaufman Lynn, we are committed to excellence and driven by a deep dedication to our clients and the communities we serve. Our project team takes pride in not only meeting but exceeding client expectations through open communication and unwavering support. We believe that true partnership fosters success, and we strive to cultivate long- lasting relationships built on trust, integrity, and mutual respect. Together, we will ensure that your visionary project is completed not only on time and within budget but also to the highest standards of quality. Attachment: File # 18206 - Backup (18206 : Accept Donation from Kaufman Lynn Construction, Inc.) Packet Pg. 66 Founded in South Florida in 1989, Kaufman Lynn Construction is built on a commitment to p outstanding construction services for each and every client and a dedication to the community at large. We not only build the facilities that support a community, but also support the institutions that make a community great. 36 (EARS KL is South Florida -based with 36 years of building high -quality projects. Our diverse portfolio highlights our team's dedication to exceeding client expectations. 220 TEAM MEMBERS i We value Integrity, Ingenuity, and Intiative as demonstrated by our skilled professionals who aim to solve problems and make a difference for our clients. Breakdown of our Employees Ledership Team Project Executives Project Managers Assistant Project Managers Project Engineers Superintendents CarpentersOp Estimators Accountants Support 13 20 17 19 13 32 AWARD - WINNING PARTNERS Our team has built a reputation for good neighbor practices and strong partnerships. We've recieved awards like Contractor of the Year, Builder of the Year, and Corporate Partner of the Year (2023). TOP5 IN SOUTH FLORI DA With over $500M+ in annual revenue, KL is among the top 5 general contractors in Soutl Florida and the top 200 nation-wide. We've built over 25K multifamily units and millions of square feet of public infrastructure, delivering results for our clients that far surpass expectation. Attachment: File # 18206 - Backup (18206 : Accept Donation from Kaufman Lynn Construction, Inc.) 0 10 20 30 40 50 60 Packet Pg. 67 4.3.a Building Community Kaufman Lynn is committed to supporting the communities in which we work. Philanthropy and community involvement are an important part of our company culture. We actively support organizations in our community with both time and financial resources. In addition to annual backpack drives, corporate runs, Habitat for Humanity builds and similar programs, sponsor and raise funds for select community organizations. This year, we are proud to be a 30th Anniversary Gold Heart sponsor for Touching Miami with Love. All Kaufman Lynn employees are strongly encouraged to become engaged in civic involvement through our KLCares program. Whether it's volunteering or coaching a youth sports team, dedicating time to a religious organization or serving on the board of a non-profit agency, community involvement is a fundamental part of the Kaufman Lynn family tradition. Attachment: File # 18206 - Backup (18206 : Accept Donation from Kaufman Lynn Construction, Inc.) Packet Pg. 68 roject Experience ■ NMI ■ ■•L ■ II Mt ■ ■MI ■ ■ MO ■ ■ ■ ■ ■ ■ A• • ■- • ■ ■ ■ ■ ■ • ■ j ISO -if Ifftr IWV Ian_i51 81111;A FOTIlls r ni 1111 I. Delivering High -Quality Projects Since 1989, Kaufman Lynn Construction has established a strong reputation as a construction manager, delivering superior projects at great value. As a leading multifamily builder in South Florida, we understand your business's intricacies and the importance of accurate communication throughout the construction process. We prioritize effective planning to enhance cash flow, ensuring timely project delivery and maximizing profitability. Our expertise allows us to manage phased projects safely and efficiently, minimizing disruptions to sales or leasing operations. Our goal is to meet your design, budget, and timeline while delivering a high - quality product. We have a 36-year history of successfully delivering a diverse portfolio of multifamily projects in South Florida. c O N C O V C C J „ w ^t CO O oc 4 A co O N co as co 0 N CO ca Packet Pg. 70 "10‘: PROJECT EXPERIENCE HIGHLIGHTS Ili' ' AIr fin ' WU III I'T li 'WV 1 'WV S 'W RI 'WU fill MU i ' WU RI 'WU 'fin ' U i ' W iIDi 'WU 112 'Wig 1 x 1 N 11 I! !I!• i•;EEOw! UM �m I' r 11 i�!ii!■G'i011 I apartments and 4,103 SF of retail space on the ground floor. The project is a visual expansion of the Caoba tower and shares parking and amenities with the existing building. Miami Worldcente Block G - West 0 Miami, Florida _ _ J New construction of a 40-story g mixed -use building with 422 0 0 a) 0 as N _O Q O G1 it ca Packet Pg. 71 PROJECT EXPERIENCE HIGHLIGHTS Manor Biscayne Miami, Florida New construction of an 8-story luxury apartment complex including 382 units and an attached 669-spot parking garage. Amenities include a pool, clubhouse, fitness center and courtyard, as well as two- story townhome apartments. Attachment: File # 18206 - Backup (18206 : Accept Donation from Kaufman Lynn Construction, Inc.) Packet Pg. 72 PROJECT EXPERIENCE HIGHLIGHTS Quadro Miami, Florida Quadro is a stunning mixed - use project situated in the heart of downtown Miami. The project features 12 stories that are perched on top of a 387- space parking garage. With 198 art -inspired residences and 26,880 SF of retail and commercial space, Quadro is a true embodiment of urban living. The project boasts a lush pool deck, game room, and a fitness center with panoramic views of Biscayne Bay and the Miami skyline. c O 0 m L rt+ N c O V c c J c E cC w 0 co E 0 L c 0 co c 0 0 0. a> 0 Q 0 N co o. 0 Y 0 as m co 0 N CO *k a1 Attachmen Packet Pg. 73 PROJECT EXPERIENCE HIGHLIGHTS r Leena Plantation, Florida Leena (Merrimac Plantation) is an apartment community featuring 306 units. The 6-story building covers an area of 239,945 SF and is designed to offer a modern and comfortable living experience. Amenities include a club room, a refreshing pool, a covered terrace, and barbecue grilling stations. Also featured are two courtyards, a modern fitness center, and a co -working business center with private offices and conference rooms, a lounge area, and dog park with a dog spa. The complex also includes electric vehicle charging stations and 543 parking spaces. Attachment: File # 18206 - Backup (18206 : Accept Donation from Kaufman Lynn Construction, Inc.) Packet Pg. 74 PROJECT EXPERIENCE HIGHLIGHTS 2020 Salzedo Coral Gables, Florida 2020 Salzedo is a 16-story luxury community that features 213 units nestled in historic Coral Gables, a highly desirable neighborhood in Miami. The building's impressive terrazzo floor art was designed by Naomi Fisher Studio. A mixed -use project, construction included 53,425 SF of office space, 4,334 SF of commercial space, and a 7- story parking garage with 566 parking spaces. Nearby. the vibrant Coconut Grove as well as the University of Miami. Attachment: File # 18206 - Backup (18206 : Accept Donation from Kaufman Lynn Construction, Inc.) Packet Pg. 75 Waterline Miami River Miami, Florida Waterline Miami River (10X) is a multi -phased apartment project in a thriving neighborhood of Miami. Phase 1 consisted of an 8-story building with 346 units. The project also includes an 8-story parking garage with 445 spaces and features over 1,000 feet of waterfrontage. Phase II includes a second 8-story building with 342 units and an additional parking garage. Amenities across both buildings include a one -acre park, a dog park and open recreational area, tech hub and flex office Attachment: File # 18206 - Backup (18206 : Accept Donation from Kaufman Lynn Construction, Inc.) Packet Pg. 76 PROJECT EXPERIENCE HIGHLIGHTS 1E1 :I Ili IliEfilrll �I� ++I II IN, I =?BtEi :31 IlYIEi11a AI R Tower 155 Boca Raton, Florida Tower 155 stands tall in bustling downtown Boca Raton, as a 12-story luxury condominium. With 155 opulent units, this residential gem boasts an array of one, two, and three -bedroom residences that include condominiums, two-story townhomes, and lavish penthouses. Sprawling across 740 to 3,000 SF of living space, each residence has elegant architectural details. One of the many highlights of this project is its stunning sundeck that overlooks Mizner Park. Attachment: File # 18206 - Backup (18206 : Accept Donation from Kaufman Lynn Construction, Inc.) Packet Pg. 77 Aloft Delray Delray Beach, Florida Kaufman Lynn Construction built this art -focused mixed - use project featuring 122 hotel rooms and 35 condominium units, along with retail space and structured parking with 172 spaces. The hotel features several amenities, such as a rooftop sun deck, infinity edge pool, lounge space and cabana. Attachment: File # 18206 - Backup (18206 : Accept Donation from Kaufman Lynn Construction, Inc.) Packet Pg. 78 South Florida's Premier Fire Stations Riviera Beach, Florida Kaufman Lynn Construction has built some of South Florida's premier fire stations, blending modern design with top -tier functionality. These state-of-the-art facilities are tailored to meet the demanding needs of emergency services, with features like hurricane - hardened structures, energy - efficient systems, and optimized layouts for rapid response. Each station reflects Kaufman Lynn's commitment to quality, innovation, and community trust —delivering infrastructure that's built to perform and designed to last. Attachment: File # 18206 - Backup (18206 : Accept Donation from Kaufman Lynn Construction, Inc.) Packet Pg. 79 3M Family Enterprises _ Office HQ Deerfield Beach, Florida Kaufman Lynn Construction successfully delivered the multi -phased redevelopment of this corporate office complex for the Fortune 100 Company. The project included three new LEED Gold Certified office buildings, a LEED Silver Certified dining facility, parking garage and outdoor spaces. Kaufman Lynn Construction worked closely with the client to develop an optimal sequencing of the building process to accommodate the over 2,000 staff members during construction. c J E w 0 co E 0 L c 0 co 0 0. 0 N co 0. Y C1 Attachment: File # 18206 Packet Pg. 80 1 1 • Multifamily and High -Rise Experience PRECONSTRUCTION & CONSTRUCTION MANAGEMENT SERVICES JUNE 9, 2025 KAUFMAN LYNN CONSTRUCTION KAUFMANLYNNCONSTRUCTION.COM Packet Pg. 81 4.3.a DIVISION OF CORPORATIONS DIV.E'11a i of --� mi offirial Store of Florida merits, Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation KAUFMAN LYNN CONSTRUCTION, INC. Filing Information Document Number K60557 FEI/EIN Number 65-0098115 Date Filed 01/24/1989 State FL Status ACTIVE Last Event AMENDED AND RESTATED ARTICLES Event Date Filed 10/16/2019 Event Effective Date NONE Principal Address 3185 SOUTH CONGRESS AVE DELRAY BEACH, FL 33445 Changed: 12/13/2017 Mailing Address 3185 SOUTH CONGRESS AVE DELRAY BEACH, FL 33445 Changed: 12/13/2017 Registered Agent Name & Address Atlas, Joshua M 3185 S Congress Ave Delray Beach, FL 33445 Name Changed: 08/09/2021 Address Changed: 07/20/2018 Officer/Director Detail Name & Address Title CEO & DIRECTOR Attachment: File # 18206 - Backup (18206 : Accept Donation from Kaufman Lynn Construction, Inc.) Packet Pg. 82 4.3.a KAUFMAN, MICHAEL I 3185 S CONGRESS AVE DELRAY BEACH, FL 33445 Title CFO/ TREASURER SIMMS, DOUGLAS A 1744 NW 126 DRIVE CORAL SPRINGS, FL 33071 Title VP BONCZEK, TIMOTHY 3185 SOUTH CONGRESS AVE DELRAY BEACH, FL 33445 Title COO, D, President LONG, CHRISTOPHER L 12836 NW 18TH COURT PEMBROKE PINES, FL 33028 Title D EVANS, JACK DAVID 478 20TH AVENUE INDIAN ROCKS BEACH, FL 33785 Title CLO and Corporate Secretary Atlas, Joshua M 3185 SOUTH CONGRESS AVE DELRAY BEACH, FL 33445 Annual Reports Report Year Filed Date 2023 01/04/2023 2024 01/24/2024 2025 01/02/2025 Document Images 01 /02/2025 -- ANNUAL REPORT 01 /24/2024 -- ANNUAL REPORT 01 /04/2023 -- ANNUAL REPORT 01 /24/2022 -- ANNUAL REPORT 08/09/2021 -- AMENDED ANNUAL REPORT 01/05/2021 --ANNUAL REPORT 01 /06/2020 -- ANNUAL REPORT 10/16/2019 -- Amended and Restated Articles View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Attachment: File # 18206 - Backup (18206 : Accept Donation from Kaufman Lynn Construction, Inc.) Packet Pg. 83 4.3.a 01/02/2019--ANNUAL REPORT 07/20/2018 -- AMENDED ANNUAL REPORT 01/19/2018--ANNUAL REPORT 01/23/2017--ANNUAL REPORT 01/23/2016--ANNUAL REPORT 01 /19/2015 -- ANNIJALREPORT 07/01 /2014 -- AMENDED ANNUAL REPORT 01/20/2014--ANNUAL REPORT 08/15/2013 -- AMENDED ANNUAL REPORT 01/24/2013--ANNUAL REPORT 08/29/2012 --ANNUAL REPORT 01/03/2012 --ANNUAL REPORT 01/18/2011 --ANNUAL REPORT 12/21 /2010 --Amendment 01/15/2010--ANNUAL REPORT 01/14/2009--ANNUAL REPORT 01/18/2008--ANNUAL REPORT 01 /24/2007 --ANNUAL REPORT 02/13/2006 --ANNUAL REPORT 01/27/2005--ANNUAL REPORT 01/09/2004--ANNUAL REPORT 01 /21 /2003 --ANNUAL REPORT 02/01/2002 --ANNUAL REPORT 03/01/2001 --ANNUAL REPORT 03/03/2000 --ANNUAL REPORT 03/01/1999--ANNUAL REPORT 02/05/1998 --ANNUAL REPORT 01/17/1997--ANNUAL REPORT 03/05/1996 --ANNUAL REPORT 02/28/1995 --ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations Attachment: File # 18206 - Backup (18206 : Accept Donation from Kaufman Lynn Construction, Inc.) Packet Pg. 84 4.4 SEOPW Board of Commissioners Meeting September 25, 2025 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: September 18, 2025 and Members of the CRA Board File: 18207 From: James McQueen Executive Director Subject: Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Agnes Enclosures: File # 18207 - Exhibit A File # 18207 - Backup File # 18207 - Backup BACKGROUND: A Resolution of the Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"),_with attachment(s), by Resolution CRA-R-24- 0074, adopted on November 21, 2024, accepting the negotiations between the SEOPW CRA and Coral Rock St. Agnes Partners, LLC, a Florida limited liability company ("Developer"), as more particularly described in Exhibit "A," to redevelop four (4) contiguous land parcels, located at 1141 Northwest 3rd Avenue, 242 Northwest 12th Street, 234 Northwest 12th Street, and 224 Northwest 12th Street, Miami, Florida 33136 ("Property") into a 0.68-acre assemblage for a mixed -use affordable housing development project, further authorizing the Executive Director to execute a Development Agreement ("Agreement"), in substantially the form attached as Exhibit "A," with Developer, as the top ranked proposer to Request for Proposals ("RFP") No. 24-01 ("Purpose"), further authorizing the disposition of the Property at or below market rate to Developer, subject to a reverter, allocating and appropriating a portion of the proceeds from the Series 2025 Bond Issuance, in an amount not to exceed Fifteen Million Dollars and Zero Cents ($15,000,000.00), for project costs, for the Purpose stated herein. On November, 21, 2024, by Resolution CRA-R-24-0074, the SEOPW CRA Board accepted the selection committee's recommendation to select Developer, as the top ranked response to RFP No. 24-01 (N.W. 12th Street Affordable Housing Development). Thereafter, the Executive Director entered into negotiations with Developer in order to execute a Development Agreement ("Agreement"), between the SEOPW CRA and Developer, in substantially the form attached as Exhibit "A," with respect to the Property and the plans for redevelopment. The Agreement provides for the disposition of the Property to Developer in furtherance of the Northwest 12d' Street Affordable Housing Development Project and in compliance with the RFP requirements. Packet Pg. 85 4.1 It is recommended that the Board of the SEOPW CRA approve and adopt the attached Resolution, including the disposition of Property, for the Purpose stated herein. BACKGROUND: Pursuant to Chapter 163, Florida Statutes, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is responsible for carrying out community redevelopment activities and projects within its redevelopment area ("Redevelopment Area") in accordance with the 2018 Updated Southeast Overtown/Park West Redevelopment Plan (the "Plan"). Pursuant to Section 163.380, Florida Statutes, the SEOPW CRA is authorized to "dispose of, or otherwise transfer [acquired] property [within the Redevelopment Area] or any interest therein ... to any private person ..." Section 2, Goal 2, of the Plan lists "expand[ing] the tax base using public -private principles" and "creat[ing] viable commercial corridors ... through Public -Private Partnerships," as a stated redevelopment goal. Section 2, Goal 3, of the Plan lists "working with the [public] and the private sector to encourage and create a sound balance of ... affordable ... housing within the [SEOPW] CRA," as a stated redevelopment goal. Section 2, Goal 6, of the Plan lists "[i]mproving the [q]uality of [1]ife for residents [and] creating housing ...," as a stated redevelopment goal. Section 2, Principle 2, of the Plan provides that the "neighborhood ... retain access to affordable housing," as a stated redevelopment principle. Lastly, Section 2, Principle 3 of the Plan provides that there "must be variety in housing options," as a stated redevelopment principle. FUNDING: N/A. FACT SHEET: Entity name: Coral Rock St. Agnes Partners, LLC. Project Address: Parcel # Address Folio # 1 1141 N.W. 3rd Avenue 01-3136-037-0540 2 242 N.W. 12th Street 01-3136-037-0520 3 234 N.W. 12th Street 01-3136-037-0510 4 224 N.W. 12th Street 01-3136-037-0500 Scope of work or services (Summary): Authorize execution of the Development Agreement and disposition of SEOPW property for the purpose of affordable housing development. Page 2 of 7 Packet Pg. 86 4.4 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: September 25, 2025 CRA Section: Approved by: Executive Director 9/18/2025 Approval: Miguel A Valentin,,'Finance Officer 9/18/2025 Page 3 of 7 Packet Pg. 87 4.4 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 18207 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS ("BOARD") OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), BY RESOLUTION CRA-R-24-0074, ADOPTED ON NOVEMBER 21, 2024, ACCEPTING THE NEGOTIATIONS BETWEEN THE SEOPW CRA AND CORAL ROCK ST. AGNES PARTNERS, LLC, A FLORIDA LIMITED LIABILITY COMPANY ("DEVELOPER"), AS MORE PARTICULARLY DESCRIBED IN EXHIBIT "A," TO REDEVELOP FOUR (4) CONTIGUOUS LAND PARCELS, LOCATED AT 1141 NORTHWEST 3RD AVENUE, 242 NORTHWEST 12TH STREET, 234 NORTHWEST 12TH STREET, AND 224 NORTHWEST 12TH STREET, MIAMI, FLORIDA 33136 ("PROPERTY") INTO A 0.68-ACRE ASSEMBLAGE FOR A MIXED -USE AFFORDABLE HOUSING DEVELOPMENT PROJECT, FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A DEVELOPMENT AGREEMENT ("AGREEMENT"), IN SUBSTANTIALLY THE FORM ATTACHED AS EXHIBIT "A," WITH DEVELOPER, AS THE TOP RANKED PROPOSER TO REQUEST FOR PROPOSALS ("RFP") NO. 24-01 ("PURPOSE"); AUTHORIZING THE DISPOSITION OF THE PROPERTY AT OR BELOW MARKET RATE TO DEVELOPER, SUBJECT TO A REVERTER; ALLOCATING AND APPROPRIATING A PORTION OF THE PROCEEDS FROM THE SERIES 2025 BOND ISSUANCE, IN AN AMOUNT NOT TO EXCEED FIFTEEN MILLION DOLLARS AND ZERO CENTS ($15,000,000.00), FOR PROJECT COSTS, FROM ACCOUNT NO. 300000.920101.883000.0000.00000 — "SEOPW CAPITAL PROJECTS GRANT AND AIDS" FOR THE PURPOSE STATED HEREIN, SUBJECT TO ALL FEDERAL, STATE AND LOCAL LAWS THAT REGULATE THE USE OF SUCH FUNDS FOR SAID PURPOSE, AND SUBJECT TO AVAILABILITY OF FUNDING; FURTHER DIRECTING THE EXECUTIVE DIRECTOR TO PRESENT ANY AMENDMENTS TO THE AGREEMENT TO THE SEOPW CRA BOARD FOR ITS CONSIDERATION AND, IF SATISFACTORY, APPROVAL; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, INCLUDING, BUT NOT LIMITED TO, A RESTRICTIVE COVENANT TO BE RECORDED IN THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, FOR SAID PURPOSE; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. 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 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan (the "Plan"); and Page 4 of 7 Packet Pg. 88 4.4 WHEREAS, Section 163.380, Florida Statutes, authorizes the SEOPW CRA to "dispose of, or otherwise transfer [acquired] property [within the Redevelopment Area] or any interest therein ... to any private person ..." for uses in accordance with the Plan; and WHEREAS, affordable housing, and the lack thereof, is a significant issue in the City of Miami and within the Redevelopment Area, specifically; and WHEREAS, Section 2, Goal 2, of the Plan upholds "expand[ing] the tax base using public - private principles" and "creat[ing] viable commercial corridors ... through Public -Private Partnerships," as a stated redevelopment goal; and WHEREAS, Section 2, Goal 3, of the Plan emphasizes "working with the [public] and the private sector to encourage and create a sound balance of ... affordable ... housing within the [SEOPW] CRA," as a stated redevelopment goal; and WHEREAS, Section 2, Goal 6, of the Plan encourages "[i]mproving the [q]uality of [1]ife for residents [and] creating housing ...," as a stated redevelopment goal; and WHEREAS, Section 2, Principle 2, of the Plan proposes that the "neighborhood ... retain access to affordable housing," as a stated redevelopment principle; and WHEREAS, Section 2, Principle 3, of the Plan describes that there "must be variety in [affordable] housing options," as a stated redevelopment principle; and WHEREAS, the SEOPW CRA owns four (4) contiguous land parcels, totaling 29,881 square feet in the aggregate, located at 1141 Northwest 31d Avenue (Folio No. 01-3136-037-0540); 242 Northwest 12th Street (Folio No. 01-3136-037-0520); 234 Northwest 12th Street (Folio No. 01-3136-037-0510); and 224 Northwest 12th Street (Folio No. 01-3136-037-0500), Miami, Florida 33136 (the "Property"); and WHEREAS, on April 17, 2024, the SEOPW CRA issued Request for Proposals ("RFP") No. 24- 01 with the intent to redevelop the Property into a 0.68-acre assemblage for an affordable housing development, in accordance with the Plan; and WHEREAS, on November 21, 2024, the Board of Commissioners ("Board"), by Resolution CRA-R-24-0074, accepted the selection committee's evaluation, in accordance with the guidelines established within the RFP, and recommendation to select Coral Rock St. Agnes Partners, LLC, a Florida Limited Liability Company ("Developer"), as the top ranked proposer; and WHEREAS, the Executive Director was further authorized to negotiate terms with Developer and present a proposed development agreement to the Board for its consideration, and, if satisfactory, approval and award; and WHEREAS, terms have been negotiated between the SEOPW CRA and Developer, as more particularly described in the proposed Development Agreement ("Agreement"), in substantially the form attached as Exhibit "A," which provides for the disposition of the Property in furtherance of the Developer's compliance with the RFP requirements to redevelop the Property for the Northwest 12`'' Street Affordable Housing Development Project ("Purpose"); and Page 5 of 7 Packet Pg. 89 4.4 WHEREAS, the Agreement also provides for a grant to Developer for project construction costs, in an amount not to exceed Fifteen Million Dollars and Zero Cents ($15,000,000.00), to be funded by a portion of the proceeds from the 2025 Series A Bond Issuance', and WHEREAS, a Restrictive Covenant, with a reverter clause, shall be recorded on the Property, and any other land transferred in furtherance of the project stated, in the event Developer fails to be in compliance with the RFP requirements and as described herein; and WHEREAS, the Board wishes to authorize the disposition of the Property to Developer at or below market rate, and the allocation and appropriation of a portion of the Series 2025 Bond proceeds, in an amount not to exceed $15,000,000.00, for project costs, all subject to a reverter, for said Purpose; and WHEREAS, the Board finds that authorizing this Resolution would further the SEOPW CRA's redevelopment goals and objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board hereby approves and authorizes the acceptance of negotiations for the redevelopment of the Property for the Purpose stated herein. Section 3. The Board hereby further authorizes the Executive Director to execute the Agreement, in substantially the form attached as Exhibit "A," between the SEOPW CRA and Developer, for the Purpose stated herein. Section 4. The Board hereby further authorizes the sale of the Property to Developer at or below market rate, subject to a reverter, for said Purpose. Section 5. The Board hereby further authorizes the Executive Director to allocate and appropriate a portion of proceeds from the Series 2025 Bond Issuance as a grant, in an amount not to exceed $15,000,000.00, from Account No. 300000.920101.883000.0000.00000 — "SEOPW Capital Projects Grant and Aids," to Developer to assist with project costs, all subject to a reverter, for said Purpose. Section 6. The Executive Director is hereby authorized' to negotiate and execute any agreements, including any and all documents necessary, all in forms acceptable to Counsel, including, but not limited to, a Restrictive Covenant to be recorded in the public records of Miami -Dade County, Florida, for said Purpose. Section 7. The Executive Director is hereby authorized to further negotiate amendments and clarifications to the Agreement with Developer, and is directed to present any amendments or clarification to the SEOPW CRA Board for its consideration, and, if satisfactory, approval. Pursuant to CRA-R-25-0014 and R-25-0135. 2 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable State law, City Charter and City Code provisions, as adopted by the SEOPW CRA. Page 6 of 7 Packet Pg. 90 4.4 Section 8. Sections of this Resolution may be renumbered or re -lettered and corrections of typographical errors which do not affect the intent may be authorized by the Executive Director, or the Executive Director's designee, without need of public hearing, by filing a corrected copy of the same with the City Clerk. Section 9. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: \,e;,,L3laso.iAreMit Counsel 9/18/2025 Page 7 of 7 Packet Pg. 91 EXHIBIT "A" 4.4.a DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (the "Agreement") is made as of the day of , 2025 (the "Effective Date"), between CORAL ROCK ST. AGNES PARTNERS, 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 "SEOPW CRA"). Developer and the SEOPW CRA are sometimes individually referred to as a "Party" or collectively as the "Parties"; RECITALS A. On April 17, 2024, the SEOPW CRA issuedequest For Proposals No. 24-01 (the "RFP") for the development of that certain real property located within the historic Overtown community redevelopment area (the "Redevelopment Area"), which is more particularly described on Exhibit "A" (the "Property"), for the redevelopment of the Property consistent with the 2018 Southeast Overtown/Park West Redevelopment Up ted Plan (the "Redevelopment Plan"). B. In response to the RFP, eveloper submitte s oposal for the development of the Property, as more particularly describ the proposal May 21, 2024, submitted by Developer (the "Proposal"). C. Based upon the evaluation oe Proposal by a selection committee appointed by the Executive Director of the SEOPW CRA (the "Executive Director"), the Executive Director recommended to the Bo of Commissioners of the SEOPW CRA (the "SEOPW CRA Board") that the SEOPW CRAArcept the Proposal from Developer as the highest ranked proposal and the SEOPW CRA Board authorized the Executive Direc negotiate a development agreement with Developer and present the development agreemen the SEOPW CRA Board for consideration for the devel . f the Property in accordanc with the Proposal. Pursuant to SEOPW CRA ,Resolution No. CRA-R-- , the SEOPW CRA Boa prized the SEOPW CRA to enter into this Agreement. E. The SEOPW LRA desires to convey the Property to Developer subject to the terms and provisions of this Agreement and Developer desires to acquire the Property from the SEOPW CRA for the development of the Project, as hereinafter defined, subject to the terms and provisions of this Agreement. "Iv TERMS NOW THEREFORE, for and in consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and of the covenants and agreements set forth in this Agreement, the Parties agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated in this Agreement by reference and made a part of this Agreement. Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 92 EXHIBIT "A" 4.4.a 2. PROPERTY. The land to be conveyed by the SEOPW CRA to Developer pursuant to the terms of this Agreement consists of the Property and all appurtenances belonging thereto, including any and all rights, privileges and easements in any way pertaining thereto, all right, title and interest of the SEOPW CRA in and to any adjoining sidewalk and in and to any adjoining street or alley and all right, title and interest of the SEOPW CRA in permits and approvals issued by the applicable governmental authorities relating to the use and development of the Property. 3. DEPOSIT. Within five (5) days of the Effective Date, Developer shall deliver to Holland & Knight LLP, as escrow agent (the "Escrow Agent"), the sum of One Thousand and No/100 Dollars ($1,000.00) (the "Deposit"). The Escrow Agent shall hold the Deposit in a non - interest -bearing account. 4. PURCHASE PRICE. The purchase price f he Property as reflected in the Proposal is One Thousand and No/100 Dollars ($1,000.00" �s� 'Purchase ice"). The Purchase Price shall be paid in cash by wire transfer of federa n n the Closi to (as defined in Section 18.1), subject to adjustments and proration as provided in this Agre . The Deposit shall be credited against the Purchase Price on the Closing Date 5. INSPECTION PERIOD. 5.1 Inspections. Developer shall have until 5 p.m. on the ninetieth (90th) day after the Effective Date, (the "Inspection Period") to perform, at Developer's sole cost and expense, such investigations and inspections of the Property, as Developer, in Developer's sole and absolute discretion deems appropriate including, withoulimitation, soil tests, zoning investigations, utility availability and environmental matters (collectively the "Inspections") to determine whether the Property is acceptable o Developer, in its sole discretion. Prior to performing any on -site Inspections, Developer s written notice to theExecutive Director (which ma 3rd Floor, Miami, Florida 33136, Phone: 305-679-6 1 provide at least one (1) business day's prior elivered by email) at 819 NW 2nd Avenue, ; email: jmcqueen@miamigov.com (or such other SEOPW CRA representatives as designated by the Executive Director), which written notice shall provide reasonable detail regarding the type and scope of Inspection(s) to be performed and the scheduled date and time for such Inspection(s) and provide the Executive Director the opportunity to have a representative from the SEOPW CRA present at any such Inspection(s). 5.2 Restoron. Following any such Inspections, Developer shall promptly restore the Property to the condition existing immediately prior to such Inspections. The Inspections shall be conducted in accordance with all applicable laws and by licensed and insured professionals, and Developer shall cause its inspectors to obtain, at Developer's sole cost and expense, any and all licenses and pen -nits required to conduct the Inspections, as applicable. 5.3 Disclosure. Developer agrees that in the event the need arises to notify, under applicable laws, any federal, state or local public agencies of any conditions at the Property as a result of the Inspections performed by Developer, its agents, employees, contractors and/or representatives, Developer shall provide the Executive Director with any pertinent reports, written material or other evidence of the condition requiring such disclosure, if any. Any required disclosures shall be made directly by the SEOPW CRA, and not Developer, to any such public 2 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 93 EXHIBIT "A" 4.4.a agencies, unless Developer is required to make such disclosures by applicable law, and the SEOPW CRA fails to timely make such disclosures. 5.4 Indemnification. Developer shall assume all risks associated with the Inspections and agrees to indemnify, defend and hold harmless the SEOPW CRA of, from and against any and all costs, losses, claims, damages, liabilities, expenses and other obligations (including, without limitation reasonable attorney's fees and court costs) to the extent arising from, out of or in connection with or otherwise relating to the Inspections, including, without limitation, the entry by any one or more of Developer's agents, employees, contractors and other representatives in or upon the Property for the purpose of the Inspections; provided, however, that the foregoing indemnification obligation of Developer shall not apply to the mere discovery of any adverse findings relative to the Property by Developer or any of its agents, representatives or independent contractors. The foregoing indemnification obligons of De loper shall survive the expiration or termination of this Agreement. 5.5 Insurance. Developer shall, prior to entering the Prope d erforming any Inspections, provide to the SEOPW CRA evidence off.insurance by li •per or its contractors, as applicable, as specified in items I and IV on the attached Exhib. B," insuring against any liability by any one or more of Developer, its agents, employees, contractors or other representatives to the extent arising from, out of or in connection with or otherwise relating to the entry by any one or more of Developer, its agents, employees, contractors or other representatives in or upon the Property for the purpose of the Inspections. Developer shall provide the SEOPW CRA with a certificate of insurance evidencing such insurance coverage, identifying the SEOPW CRA as an additional insured thereon, which insurance coverage shall be kept in force until the expiration or early termin. • his Agreement. 5.6 Acceptance of Property. If for any reason whatsoever Developer, in its sole discretion, determines during the Inspection Period that it does not wish to proceed with the transaction contemplated by this Agreement, Developer shall have the absolute right to terminate this Agreement by giving written notice of such termination to the SEOPW CRA prior to the expiration of the Inspection Period. Upon the SEOPW CRA's receipt of such notice prior to the end of the Inspection Period, this Agreement shall be deemed terminated and of no further force and effect and the Escrow Agent shall promptly return the Deposit to Developer, whereupon the Parties shall be released and relieved from any liability or obligations under this Agreement, except for those obligations which expressly survive the termination of this Agreement. If Developer does not terminate this Agreeme prior to the expiration of the Inspection Period, then it shall be presumed conclusively th eveloper has had adequate opportunity to review and inspect all portions of the Property, including, without limitation, the environmental condition of the Property and, Developer has determined that the condition of all portions of the Property are satisfactory to Developer and Developer has accepted every portion of the Property in its "AS IS, WHERE IS, WITH ALL FAULTS" condition. 5.7 No Lien. Developer shall not create or permit to be created any mechanic's liens upon the Property, or any part thereof, as a result of the Inspections. If any lien shall at any time be filed against the Property, or any part thereof in connection with the Inspections, Developer shall cause same to be discharged or transferred to bond in accordance with applicable laws within 3 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 94 EXHIBIT "A" 4.4.a thirty (30) days after Developer first becomes aware that such lien has been recorded against the Property. This provision shall survive the expiration or termination of this Agreement. 5.8 SEOPW CRA Deliveries. Prior to the date of this Agreement, the SEOPW CRA has provided to Developer copies of all surveys, title policies and environmental studies that the SEOPW CRA has been able to locate with respect to the Property (collectively the "SEOPW CRA Deliveries"). Any reliance upon the SEOPW CRA Deliveries is at the sole risk of Developer and the SEOPW CRA makes no representations or warranties, express or implied, with respect to the accuracy or completeness of the SEOPW CRA Deliveries, and aneliance upon same is at the sole risk of Developer.a® 5.9 Disclaimer of Representations by Developer. Developer expressly acknowledges and agrees that, except as specifically provided in this Agreement: 5.9.1 The SEOPW CRA makes and has made no warranty or representation whatsoever as to the condition or suitability of the Property for roj ect. 5.9.2 The SEOPW CRA m1 os and hade no warra, express or implied, with regard to the accuracy or completeness of any information furnished to Developer, and the SEOPW CRA shall not be bounby any statement of any broker, employee, agent or other representative of the SEOPW CRA. 5.9.3 The SEOP promises to Developer not explicitly set fort has made no this Agreement. esentations, warranties or 5.9.4 The SEOPW Chas madno representations or warranties, express or implied, ith regard to the neighb ood, that the Redevelopment Area will be developed, or the ise type or quality of imp ents that will be constructed within the Redevelopment Area or the timing ther s f. 5.9.5 The SEOPW makes and has made no representation or warranty, xpress or implied, concerning any portion of the Property, its condition or other things or matters directly or indirectly relating thereto or hereto, including, without limitation, no warranty as to merchantability or fitness for any particular purpose or relating to the absence of latent or other defects. 5.9.6 eveloper specifically acknowledges that the transaction p p Y g contemplated by this Agreement and the time -frame for performance by Developer under this Agreement is not contingent upon the redevelopment of the Redevelopment Area, the removal of slum or blight from the Redevelopment Area, the reduction of crime in the Redevelopment Area or the status of any other projects in the Redevelopment Area. 5.10 Copies of Reports. Developer shall provide the SEOPW CRA with copies of any third party reports prepared for Developer regarding the physical condition of the Property within ten (10) days of Developer obtaining the final reports from such third party. This provision shall survive termination of this Agreement. 6. AS -IS, WHERE IS, AND WITH ALL FAULTS CONDITION. 4 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 95 EXHIBIT "A" 4.4.a 6.1 Developer acknowledges, represents, warrants and agrees, to and with SEOPW CRA, that, (i) Developer is acquiring the Property in an "AS IS, WHERE IS, AND WITH ALL FAULTS" condition with respect to any facts, circumstances, conditions and defects of all kinds; (ii) SEOPW CRA has no obligation to repair or correct any such facts, circumstances, conditions or defects or compensate Developer for same; (iii) Developer is and will be relying strictly and solely upon the advice and counsel of its own agents and representatives and such physical inspections, examinations and tests of the Property as Developer deems necessary or appropriate under the circumstances; (iv) Developer has had and will have, pursuant to this Agreement, an adequate opportunity to make such legal, factual and other inquiries and investigations as Developer deems necessary, desirable or appropriate with respect to the Property; (v) the SEOPW CRA is not making and has not made any warranty or representation, express or implied, with respect to the Property as an inducement to Dev or for any other purpose, except as expressly set forth in this of the foregoing, from and after the Closing Date, Devel or damage occasioned by any fact, circumstance, con other conditions of the Property, regardless of wh ascertained. er to enter into this Agreement, reement; and (vi) by reason of all assume the full risk of any loss efect pertaining to the physical and e is capable of being observed or 6.2 THE SEOPW CRA HAS NOT, DOES NOT AND WILL NOT, WITH RESPECT TO THE PROPERTY, MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY t.' RATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY DITION OR MERCHANTABILITY, OR WITH RESPECT TO THE VALUE, PROF BI ' ' OPERATING POTENTIAL OF THE PROPERTY. 6.3 The term "Hazardous M • rials" sha 1 mean asbestos, any petroleum fuel and any hazardous or toxic substance, material . waste which is or becomes regulated by any local governmental authority, the state of Florida o United States Government, including, but not limited to, any material or substance defined as a "hazardous waste," "extremely hazardous waste," "restricted hazardous waste," "hazardous substance," "hazardous material" or "toxic pollutant" under Florida law and/or under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq. 6.4 Developer releases the SEOPW CRA from any liability, claims, damages, penalties, costs, fees, charges, losses, causes of action, demands, expenses of any kind or nature or any other claim it has or may have against the SEOPW CRA resulting from the presence, removal or other remediation of Hazardous Materials on or under the Property or which has migrated from adjacent lands owned by third parties to the Property or from the Property to adjacent lands. 6.5 The provisions of this Section 6 shall survive any termination of this Agreement and shall survive Closing and the delivery of the Deed at Closing. 7. TITLE AND SURVEY. 7.1 Developer shall obtain a title insurance commitment (the "Commitment") and a survey (the "Survey") of the Property, at Developer's sole cost and expense. The Commitment and the Survey shall show the SEOPW CRA to be vested in good and marketable 5 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 96 EXHIBIT "A" 4.4.a fee simple title to the Property, subject only to the following (collectively, the "Permitted Exceptions"): 7.1.1 Ad valorem real estate taxes and assessments for the year of Closing and subsequent years. 7.1.2 All applicable laws, ordinances and governmental regulations, including, but not limited to, all applicable building, zoning, land use, environmental ordinances and regulations. 7.1.3 Any matters arising by, through, or under Developer. 7.1.4 Those matters listed on the attached Exhibit "C". 7.2 Developer shall have until the e `Inspection Period to obtain and examine the Commitment and the Survey. Developer allshom promptly provide the SEOPW CRA Y PP p Y with a copy of the Commitment and the Survey upon Developer's receipt of same. the survey shall be certified to Developer and the SEOPW CRA. If the Commitment and Survey reveal any particular condition of title other than the Permitted Exceptions, Developer shall, no later than the end of the Inspection Period, notify the SEOPW CRA in writing of the defect(s). If Developer fails to give the SEOPW CRA written notice of the defect(s) prior to the end of the Inspection Period, the defect(s) shown in the Commitment and the Survey shall be deemed to be waived as title objections and same shall be deemed to constitute Permitted Exceptions for all purposes under this Agreement. If Developer has given SEOPW CRA written notice€f defect(s) prior to the end of the Inspection Period other than the Permitted Exceptions, the SEOPW CRA shall elect within ten (10) days after receipt of written notice of the title defect(s) whether the SEOPW CRA will elect to attempt to cure the title defect(s). Failure of the SEOPW CRA to respond within the ten (10) day period shall be -deemed the election of the SEOPW CRA not to cure the title defect(s). If the SEOPW CRA does not elect to cure the title defect(s), Developer shall have the option, to be exercised within ten (10) days after Developer receives written notice from the SEOPW CRA that the SEOP CRA has elected not to cure the title defect(s) or the date such election has been deemehave occurred, of either (i) waiving the defect(s), in which event the defect(s) shall be deer constitute a Permitted Exception under this Agreement, or (ii) canceling this Agreeme '', 1which event Escrow Agent shall return the Deposit to Developer and the Parties shall be released kom any further obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement. If the SEOPW CRA elects to attempt to cure the title defect(s), the, EOPW CRA shall have sixty (60) days from receipt of the written notice of defect(s) to us ; - mercially reasonable efforts to cure same (the "Cure Period"). If the SEOPW CRA elects cure the title defect(s), the SEOPW CRA shall discharge any lien(s), judgment(s) or other matters affecting title to the Property in a liquidated amount. The SEOPW CRA shall not be required to commence litigation to resolve any matters. In the event the SEOPW CRA attempts to cure the title defects and the SEOPW CRA is not able to cure the defect(s) after using commercially reasonable efforts prior to the end of the Cure Period, Developer shall have the option, to be exercised within ten (10) days after the end of the Cure Period, of either (i) waiving the defect(s), in which event the defect(s) shall be deemed to constitute a Permitted Exception under this Agreement, or (ii) canceling this Agreement, whereupon Escrow Agent shall return the 6 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 97 EXHIBIT "A" 4.4.a Deposit to Developer and the Parties shall be released from any further obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement. 7.3 In the event of any new title defect(s) arising from and after the effective date of the Commitment and prior to the Closing Date, the SEOPW CRA shall use commercially reasonable efforts to cure such title defect(s) prior to the Closing Date. The SEOPW CRA shall discharge any lien(s), judgment(s) or other matters affecting title to the Property that are in a liquidated amount. The SEOPW CRA shall not be required to bring any lawsuit(s) to cure any title defect(s) or expend any funds to cure any title defect(s) not in a liquidated amount. In the event that the SEOPW CRA is unable to cure the title defect(s) prior to the Closing Date after using commercially reasonable efforts, Developer shall have the option on the Closing Date of: (i) waiving the title defect(s) and accepting title "as is" whereupon the title defect(s) will be deemed to constitute a Permitted Exception under this Agreement; or (ii) canceling this Agreement, whereupon Escrow Agent shall return the Deposit to Developer and the Parties shall be released from all further obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement. 8. ZONING APPROVALS. The SEOPW CRA shall eIecute any dments and/or applications reasonably required by Developer, which documents must be executed by the record owner of the Property in connection with any zoning or land use approvals or permit applications (the "Zoning Approvals") required to be obtained by Developer for the Project, to enable the Project to be developed in accordance with the Proposal, provided such documents and applications do not impose any financial obligations or liability upon the SEOPW CRA. If Developer elects to terminate this Agreement during the Inspection Period Developer shall promptly withdraw the Propeiom any applications for Zoning Approvals. 9. PROJECT. 9.1 Description of the Project. The project (the "Project") to be developed by Developer on the Property originally was proposed to consist of a twelve story building with One Hundred Seventy Eight (178) residential units, approximately Four Thousand (4000) rentable square feet of retail space fronting Northwest 3rd Avenue, a parking garage containing a sufficient number of parking spaces to comply with applicable laws, and a premium amenity package for residents consisting of an indoor clubhouse, fitness gym, business center, conference room and a computer lab, substantially in accordance with the conceptual design documents attached as Exhibit "D" (the "Original Conceptual Design Documents"). The SEOPW CRA has agreed to allow Developer to revise t"Original Conceptual Design Documents to shorten the Project from a twelve story buildin . an eight story building provided the Project, as so modified contains approximately One H dred Seventy Eight (178) residential units, but in no event less than One Hundred Fifty Two (152) residential units, approximately 4,000 rentable square feet of retail fronting Northwest 3rd Avenue, sufficient parking spaces to comply with applicable laws and a premium amenity package consistent with the Proposal (the "Revised Conceptual Design Documents"). Forty percent (40%) of the residential units shall be set aside for residents earning up to sixty percent (60%) of the area median income limits that are determined by the United States Department of Housing And Urban Development, which is calculated by household size for the Miami -Dade County Metropolitan area for the current year ("AMP'). Sixty percent (60%) of the residential units will be set aside for residents earning up to 120% of AMI. The Project shall be 7 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 98 EXHIBIT "A" 4.4.a designed to achieve LEED Silver Certification as stipulated by the Florida Green Building Coalition, or its equivalent. 9.2 Approval of Revised Conceptual Design Documents. Within ninety (90) days of the Effective Date, Developer shall submit to the Executive Director for his review and approval the Revised Conceptual Design Documents including a breakdown of how many studio units, one bedroom units, two bedroom units and three bedroom units shall be set aside for residents earning up to sixty percent (60%) of AMI. If the Executive Director objects to the Revised Conceptual Design Documents, Developer shall utilize its good faith efforts to modify the Revised Conceptual Design Documents to satisfy the requirements of the Executive Director, Developer shall provide the Executive Director such additional back-up information as the Executive Director may reasonably request to enable the Executive Director to analyze the Revised Conceptual Design Documents. The Executive Director shall have fifteen (15) days from receipt of the Revised Conceptual Design Documents to approve or 14,approve same. If the Executive Director fails to respond within said fifteen (15)-:.erio the Revised Conceptual Design Documents shall be deemed approved. In the eve disapp -oval, the Executive Director shall specify the reason for such disapproval. In the disapp al, Developer shall modify the Revised Conceptual Design Documents, as appropriat-, to ad e comments and concerns of the Executive Director. Any resubmission shall be subject to th , 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, The Revised Conceptual Design Documents approved or deemed approved by the Executive D. -ector shall mean the "Conceptual Design Documents." 9.3 Schematic Documents. Within a reasnable period of time following the approval or deemed approval of the Conceptual Design Documents, Developer shall submit to the Executive Director for its review and approval the schematic design documents for the Project consisting of drawings and other documents (such as an architectural site plan, floor plans and building elevations) illustrating the scale and relationship of Project components (the "Schematic Documents"), which approval shall not be unreasonably withheld. The Schematic Documents shall be consistent with the Conceptual Design Documents in all material respects. The Schematic Documents shall be subject to the approva??of the Executive Director, which approval shall not be unretonably withheld. The'Executive Director shall approve the Schematic Documents if consistent with the Conceptual Design Documents. Developer agrees to utilize its good faith efforts to make modifications to the Schematic Documents to satisfy the requirements of the Executive Director. 1 eveloper shall provide to the Executive Director such additional back-up information as the :` t've Director may reasonably request to enable the Executive Director to analyze the Schemati cuments. The Executive Director shall have fifteen (15) days from the receipt of the Schema Documents to approve or disapprove same. If the Executive Director fails to respond within said fifteen (15) day period, the Schematic Documents shall be deemed approved. In the event of disapproval, the Executive Director shall specify the reason for such disapproval. In the event of disapproval, Developer shall modify the Schematic Documents, as appropriate, to address the comments and concerns of the Executive Director. 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. The Executive Director and Developer shall, in good faith, attempt to resolve any disputes regarding the Schematic Documents. If the Executive Director has rejected the Schematic 8 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 99 EXHIBIT "A" 4.4.a Documents two (2) times, then, following the second rejection, Developer may elect to submit such dispute regarding the approval of the Schematic Documents to the SEOPW CRA Board for resolution. The Schematic Documents as approved or deemed approved by the Executive Director shall mean the "Approved Schematic Documents". 9.4 Design Development Documents. Within a commercially reasonable period of time after the approval or deemed approval of the Schematic Design Documents, Developer shall submit to the Executive Director for review and approval the design development documents for the Project consisting of building massing and elevations, exterior materials and color schemes, fenestrations and a detailed description of all building systems for the Project (the "Design Development Documents"). The Design Development Documents shall be subject to the approval of the Executive Director, which approval shall not be unreasonably withheld and which approval shall be given if the Design Development Documents are consistent with the Approved Schematic Documents. Developer agrees t utilize its good faith efforts to make modifications to the Design Development Documents atisfy the requirements of the Executive Director if the Design Development Documents are inconsistent with Approved ,Schematic Documents. Developer shall provide to the Executive Director such additional back-up information as the Executive Director may reasonably request to enable the Executive Director to analyze the Design Development Documents. The Executive Director shall have fifteen (15) days from the receipt of the Design Development Documents to approve or disapprove same. If the Executive Director fails to respond within said fifteen (15) day period, the Design Development Documents shall be deemed approved. In the event of disapproval, theExecutive Director shall specify the reason for such disapproval. In the event of disapproval, Developer shall modify the Design Development Documents, as appropriate, to address the comments and concerns of the Executive Director to cause the Design Development Documents to be consistent with the Schematic Documents. 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. The Executive Director and Developer shall in good faith, attempt to resolve any disputes regarding the Design Development Documents. If the Executive Director has rejected the Design Development Documents two (2) times, Develo s - '` 'may elect to submit such dispute regarding the approval of the Design Development Docum= is to the SEOPW CRA Board fot resolution. The Design Development Documents as approved or deemed approved by the Executive Director shall mean the "Design Documents". Consti =y ion Documents. Within a commercially reasonable period of time after approval or deemed a royal of the Design Documents, Developer shall submit to the Executive Director for its review and approval Developer's plans and specifications for the construction of the Project, which shall be of sufficient detail to allow Developer to apply for a building permit for the Project (the "Plans and Specifications"). The Plans and Specifications shall be subject to the approval of the Executive Director, which approval shall not be unreasonably withheld and which approval shall be given if the Plans and Specifications are consistent with the Design Documents in all material respects. Developer agrees to utilize its good faith efforts to make modifications to the Plans and Specifications to satisfy the requirements of the Executive Director if the Plans and Specifications are inconsistent with Design Documents in any material respects. Developer shall provide to the Executive Director such additional back-up information as the Executive Director may reasonably request to enable the Executive Director to analyze the Plans and Specifications. The Executive Director shall have fifteen (15) days from the receipt of 9 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 100 EXHIBIT "A" 4.4.a the Plans and Specifications to approve or disapprove same. If the Executive Director fails to respond in such fifteen (15) days period, the Plans and Specifications shall be deemed approved. In the event of disapproval, the Executive Director shall specify the reason for such disapproval. In the event of disapproval, Developer shall modify the Plans and Specifications, as appropriate, to address the comments and concerns of the Executive Director to cause the Plans and Specifications to be consistent with 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. The Executive Director and Developer shall in good faith, attempt to resolve any disputes regarding the Plans and Specifications. If the Executive Director has rejected the Plans and Specifications two (2) times, Developer may elect to submit such dispute regarding the approval of the Plans and Specifications to the SEOPW CRA Board for resolution. The Plans and Specifications as approved or deemed approved by the Executive Director shall mean the "Plans". 9.6 Development Requirements. Developer shall be required to develop the Project substantially in accordance with the Plans. Any material variation to the Plans, other than those changes required by the City in connection with the issuance of the building permit to comply with applicable laws, shall require the approval of the Executive Director, which approval shall not be unreasonably withheld or delaye rovided that same is in accordance with the spirit and intent of Plans and this Agreement. 9.7 Bond Financing Extension In the event the Board of County Commissioners does not approve and commit Fifteen Million Dollars of bond financing for the Project within ninety (90) days of the Effective Date then in such event the time frames as set forth in this Section 9 shall be tolled day for day until such commitment is received. 10. ENTITLEMENTS.. 10.1 Zoning and Site val. Developer shall obtain all applicable land use, zoning, and site plan approvals for the Project from the necessary governmental author'ties,(the "Zoning Approvals") on ,or before twelve (12) months from the Effective Date (theoning Approval Period"), time being of the essence. The SEOPW CRA shall execute any documents and/or applications reasonably required by Developer, which documents must be executed by the record owner of the Property in connection with any Zoning Approvals required to be obtained by Developer for the Project, to enable the Project to be developed in accordance with the Conceptual Design Documents, provided such documents and applications do not impose any financial obligations or liability upon the SEOPW CRA. If the Zoning Approvals have not been obtained in form and substance acceptable to the Executive Director by the end of the Zoning Approval Period, this Agreement shall automatically terminate, the Escrow Agent shall return the Deposit to Developer and the Parties shall be released from all further obligations under this Agreement except for the obligations that expressly survive tennination. If Developer elects to terminate this Agreement during the Inspection Period Developer shall promptly withdraw the Property from any applications for Zoning Approvals. 10.2 Building Permit. Developer shall have twenty-four (24) months from the Effective Date (the "Building Permit Issuance Period") to obtain a master building permit (the 10 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 101 EXHIBIT "A" 4.4.a "Building Permit"), from the City of Miami necessary to construct the Project in accordance with the Plans. If Developer does not obtain the Building Permit or a permit ready letter from the applicable government authority by the end of the Building Permit Issuance Period, this Agreement shall automatically terminate in which event the Escrow Agent shall return the Deposit to Developer and the Parties shall be released from all further obligations under this Agreement except for the obligations that survive termination. 11. FINANCING. Developer shall have twenty-four (24) months from the Effective Date (the "Financing Period") to obtain financing for the Project from the Florida Housing Finance Corp. ("FHFC") or additional or other sources. If Developer does not obtain the financing by the end of the Financing Period, this Agreement shall automatically terminate in which event the Escrow Agent shall return the Deposit to Developer and the Parties shall be released from all further obligations under this Agreement except for the obligations that survive termination. Developer shall provide the Executive Director within ten (10) days of Developer's receipt of notice from FHFC or a commitment letter from an alternati'Pe lender that Developer has been approved for financing, a copy of such commitment notice or 1 tter. 12. DEVELOPMENT TIMEFRAME. 12.1 Commencement and Completion of Construction. Developer must commence construction of the Project in accordance with the Plans within forty-five (45) days of the Closing Date. The Project must be substantially completed as evidenced by one or more temporary or permanent certificates of occuncy (or their equivalent) for all units comprising the Project as reflected by the Plans ("Completion") within twenty four (24) months of the commencement of construction (the "Compton Date"). The Completion Date shall automatically be extended one day for each day f Unavoidable Delays provided the Executive Director concurs with Developer that an Unavoida e Delay has occurred. The term "Unavoidable Delay" means delays due to area wide strikes (whe awful or not), acts of God, area wide labor disputes (whether lawful or not), work stoppages aterial or labor shortages, pandemics, floods, hurricanes, casualties, fire, acts of the public enemy, civil unrest, and governmental moratoriums, or any other causes beyond Developer's control. The term Unavoidable Delay shall not include any d ''ys caused by any other source, including, but not limited to, any governmental entity acting in it ptotary or regulatory capacity or delay caused by lack of funds. 12.2 Payme and Performance Bond. Prior to the commencement of construction, Developer or its ontractor shall have provided to the Executive Director a payment and performance bond based on AIA Document 312 (2010 Edition), with changes in form and substance mutually satisfactory to the SEOPW CRA and Developer in their reasonable discretion, in an amount equal to one hundred percent (100%) of the hard construction costs for the Project as reflected in the Budget, which shall be issued by a surety having a credit rating of "A" or higher with a financial strength of X or higher (the " Payment and Performance Bond"). 12.3 Failure to Complete the Project. If Developer has not achieved Completion prior to the Completion Date, as same shall automatically be extended one day for each day of Unavoidable Delays provided the Executive Director concurs with Developer that an Unavoidable Delay has occurred, Developer shall pay to the SEOPW CRA, as liquidated damages, Two Thousand Five Hundred and No/100 Dollars ($2,500.00) per day for each day between the 11 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 102 EXHIBIT "A" 4.4.a Completion Date, as same may be extended by Unavoidable Delay until Completion. Said amount shall be due and payable within thirty (30) days of the Completion. 13. DEVELOPMENT AND FINANCIAL APPROVALS. 13.1 Development of the Project. As soon as available after the Effective Date, Developer shall submit to the Executive Director for review and approval, which approval shall not be unreasonably withheld the following: 13.1.1 Construction Contract. The construction contract for the Project (the "Construction Contract") shall include the obligation of the general contractor to comply with the participation requirements set forth in Section 14.2 and 14.3 of this Agreement. The Executive Director will not have approval rights over the terms of the Construction Contract (financial terms may be redacted). The approval of the Executive Director shall be limited to confirmation that the Construction Contract includes tO obligation of the general contractor to comply with the participation requirements set forth in Section 14.2 and 14.3 of this Agreement. 13.1.2 Loan Commitments. Loan commitments from financial institutions ("Lenders") evidencing that Developer has obtained a financing for the development of the Project (the "Loan Commitments") which shall be reasonably acceptable to the Executive Director. The Executive Director will not have approval rights over the loan terms or equity investment terms. The approval of the Executive Director shall be limited to the issue of whether the Loan Commitments reflect that funds will be available for construction of the Project and the amount of funds that will be made available for construction together with the Equity (as hereinafter defined) provides the funds required under the Budget (as hereinafter defined). 1.3 Project Equity. Evidence reasonably satisfactory to the Executive Director that Devel pll 'fas sufficient equity available to meet the equity requirement of the Loan Commitment with respect to the Project "Equity"). soft co If D Executiv 13.1.4 Budget. The lii item budget for the Project reflecting all hard and anticipated to be incurred by Developer in connection with the Project (the "Budget"). er has provided Loan Commitments, the Budget shall be deemed approved by the ctor if approved by the Lenders as reflected in the Loan Commitments. 13.1.5 Project Schedule. The detailed project schedule for the construction of the Project (the "Project Schedule"). The Project Schedule must reflect that Developer will achieve Completion prior to the Completion Date. The Executive Director will approve the Project Schedule if same has been approved by the Lenders as reflected in the Loan Commitments and/or if the Project Schedule reflects that Developer will achieve Completion prior to the Completion Date. 13.2 Approval Required by Section 13.1. If the Executive Director fails to provide its approval or its disapproval, to items submitted to the Executive Director in accordance with Section 13.1, within fifteen (15) days from receipt of a request for approval from Developer, the item shall be deemed approved. If the Executive Director disapproves any item, the Executive 12 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 103 EXHIBIT "A" 4.4.a Director shall describe in its disapproval notice the reason for such disapproval with reasonable specificity. 14. MINORITY AND WOMEN'S PARTICIPATION AND EQUAL EMPLOYMENT OPPORTUNITY. 14.1 Minority and Women Participation and Equal Opportunity. In connection with the Project, Developer agrees that it and its general contractor will: 14.1.1 Take definitive action in the recruitme ertising and to attract and retain minority and female contractors and subcontractors; 14.1.2 Provide a reasonable opportuni the recruitment, advertising and hiring professionals, rofessionals, contractors and subcontractors re •dill and within the City of Miami; Aolike 14.1.3 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; 14.1.4 Maintain equitable principles n the „recruitment, advertising, hiring, upgrading, transfer, layoff, termination, compepsation and all tom terms, conditions and privileges of employment; 14.1.5 Monitor and review al personnel practices to guarantee that equal opportunities are being pidovided to all employees regardless of race, color, place of birth, religion, national origin, sex, a _ , marital status, veterans d disability status; 14.1.6 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. 14.1.7 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. 0 14.2 With respect to the Project, Developer acknowledges and agrees that Developer, the General Contractor and all other Contractors are required to comply with the following Miami -Dade County ordinances contained in the Miami -Dade County Code, as same may be amended, (the "Code") as if expressly applicable to entities: 14.2.1 Small Business Enterprises (Section 2-8.1.1.1 of the Code); 14.2.2 Community Business Enterprises (Section 2-10.4.01 of the Code); 14.2.3 Community Small Business Enterprises (Section 10-33.02 of the Code); and 13 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 104 EXHIBIT "A" 4.4.a Code). 14.2.4 Conflict of Interest and Ethics Ordinance (Section 2-11.1 of the 14.2.5 Living Wage Ordinance (Section 2-8.9 of the Code). 14.3 Prior to entering into any design or construction contracts for the Project, and prior to the authorization of any design or construction package, Developer shall deliver the proposed contract and design and construction package to the Small Business Division of the Internal Services Department of the County ("SBD") for a determination and recommendation to the County Mayor of the BE measures applicable to such design and construction. The County Mayor shall establish the applicable goals for the Project upon receipt of the recommendation of SBD ("Applicable Measures"). Developer shall include the Applicable Measures in design and construction documents, as applicable and shall adhere to those Applicable Measures in all design contracts and construction contracts, including the Construction Contract. With respect to the Project, Developer shall incorporate in all design and development contracts the prompt payment provisions contained in the Code with respect to SBE entities. With respect to the Project Developer agrees to include in construction contracts a prohibition against imposing any requirements against SBE entities that are not customary not otherwise required by law, or which impose a financial burden that intentionally impact SBE entities. With respect to the Project Developer shall require that it General Contractor shall, at a minimum use SBD's hiring clearinghouse, Employ Miami -Dade Register, and Employ Miami -Dade Project - all available through CareerSource to recruit workers to fill needed positions for skilled laborers for the Project. Developer shall comply with the SBE requirements for the Project. Developer shall require the General Contractor to include Workforce Programs requirement in all subcontractor agreements. Developer shall be obligated to pay the applicable monetary penalty pursuant to the Code. For the avoidance of doubt, this Section-12.6 applies to the project to the same extent as if the Project was owned by the County and Developer shall provide the Executive Director evidence of compliance. For the avoidance of doubt, this Section 14 applies to tht Project to the same extent as if the Project was owned by the County and Developer sha provide the Executive Director evidence of compliance CONTRIBUTIONS TO CAL ORGANIZATION. Developer covenants and agr- s Closing Developer will mare a financial contribution to a local business organization approved ' e Executive Director in the amount of One Hundred Fifty Thousand and No/100 Dollars ($15 ' .00) to be paid within the time frame approved by the Executive Director. 16. CLWBACDeveloper acknowledges that the interlocal agreement with Miami - Dade County requires the SEOPW CRA to "clawback" from Developer funds contributed by the SEOPW CRA to the Project if Developer breaches the terms of this Agreement. The SEOPW CRA is contributing the bond proceeds in the amount of Fifteen Million and No/100 Dollars ($15,000,000.00) and the fair market value of the land, in the amount of Six Million and No/100 Dollars ($6,000,000.00) or a total of Twenty One Million and No/100 Dollars ($21,000,000.00). In the event that Developer breaches the terms of the Housing Covenant, as reflected in the reports submitted by Developer, with respect to each unit which is not in compliance with the terms of the Housing Covenant Developer during any year, Developer shall pay to the SEOPW CRA Fifty 14 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 105 EXHIBIT "A" 4.4.a Thousand and No/100 Dollars ($50,000.00) to claw back from Developer a portion of such funds resulting from Developer breach. This provision shall be incorporated into the Housing Covenant. 17. SEOPW CRA CONDITIONS PRECEDENT. 17.1 The obligations of the SEOPW CRA to close the transaction contemplated by this Agreement with respect to the Project is subject to the satisfaction or waiver of the following conditions precedent (the "SEOPW CRA Conditions Precedent"): 17.1.1 The Executive Director shall have app Section 7.2 of this Agreement or the Plans shall have been deeme Section 7.2 of this Agreement. the Plans pursuant to proved in accordance with 17.1.2 The Executive Director shall have ap d the Construction Contract pursuant to Section 13.1.1 of this Agreement or the Construction t ct shall have been deemed approved pursuant to Section 13.2 of this Agreement. 17.1.3 The Executive Dii for shall have approved the Project Schedule pursuant to Section 13.1.5 of this Agreement or the Project Schedule shall have been deemed approved pursuant to Section 13.2 of this Agreement. 17.1.4 The Executive Director shall have vl the Loan Commitments pursuant to Section 13.1.2 of this Agreement or the , . n Commit ents shall have been deemed approved pursuant to Section 13.2 of this Ag emen� 17._ The Executive D tor shall +e approved the Budget pursuant to Section 13.1.3 of thiji or the Budge .hall have been deemed approved pursuant to Section 13.2 of thisAtreement. 1 17.1.6 The Executive Director shall have confirmed that Developer has sufficient equity to meet the requirements for the construction of the Project pursuant to Section 13.1.3 of this Agreement or that shall have been deemed approved pursuant to Section 13.2 of this Agronent. �� 17.1. e Leders under the Loan Commitment are prepared to close the construction oans with respe o the Project in accordance with terms of the Loan Commitments or the Developer has sufficient equity to meet the requirements for the construction of the Project to the reasonable satisfaction of the Executive Director. T.8 Developer has obtained a building pen -nit for the Project to enable Developer to construct the Project in accordance with the Plans, or provided the Executive Director with evidence that the Building Permit for the construction of the Project in accordance with the Plans is ready to be issued subject only to the payment of the Building Permit fees and impact fees. 17.1.9 Developer and the Executive Director have agreed on the form of the Restrictive Covenant and Housing Covenant. 15 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 106 EXHIBIT "A" 4.4.a 17.1.10 The Executive Director and the Lenders have agreed to the terms of a funding agreement (the "Funding Agreement") for the disbursement of the Fifteen Million and No/100 Dollars ($ 15,000,000.00) bond proceeds for use in connection with the Project which bond proceeds are to be disbursed solely to pay hard costs with respect to the Project and which bond proceeds are to be disbursed on a pro rata basis as other funds advanced by the Lenders during construction of the Project. 17.2 In the event the SEOPW CRA Conditions Precedent are not satisfied or waived by the SEOPW CRA on or before the thirty-two (32) months from the Effective Date, then the SEOPW CRA may either (i) terminate this Agreement in which the Escrow Agent shall deliver the Deposit to the SEOPW CRA, as liquidated damages, and the Parties shall be released from all further obligations under this Agreement except for the obligations under this Agreement which expressly survive the termination, or (ii) waive the condition and proceed n accordance with this Agreement. 18. CLOSING DATE. 18.1 Closing. The closing of the transaction (the "Closing") contemplated by this Agreement shall occur on the earlier of the following (the "Closing Date") (a) ten (10) days after all the SEOPW CRA Conditions Precedent to closing have been either satisfied or waived by the SEOPW CRA or (b) thirty-two (32) months from the Effective Date, time being of the essence. On the Closing Date the following shall occur provided all of the SEOPW CRA Conditions Precedent have been satisfied or waived: 18.1 OPW CRA Deliveries. The SEOPW CRA shall execute and deliver to Developer at Exhibit "E" (the "Deed"). A special warranty deed in the form of the attached 18.1.1.2 certified copy of the resolution authorizing the convey' ,: e by the SEOPW CRA and the execution and delivery of the documents contemplated by t r ' eement. 18.1.1.3 A No Lien and Possession Affidavit. 18.1.1.4 A FIRPTA Affidavit. 18.1.1.5 A restrictive covenant in the form of the attached Exhibit "F" (the "Res ictive Covenant"). 18.1.1.6 A housing restrictive covenant in the form of the attached Exhibit "G" (the "Housing Covenant"). 18.1.1.7 A Funding Agreement. 18.1.1.8 reasonably request. Such other documents as the title company may 16 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 107 EXHIBIT "A" 4.4.a 18.2 Developer Deliveries. Developer shall deliver to the SEOPW CRA or cause to be delivered to the SEOPW CRA at Closing: 18.2.1 The Purchase Price, subject to adjustments and prorations. 18.2.2 Restrictive Covenant executed by the Developer. 18.2.3 Evidence of authority to close the transaction and execute and deliver the appropriate closing documents. 18.2.4 A guaranty (the "Guaranty") of the lien fAe completion of the Project in the form of Exhibit "H" attached executed by Developer, Michael Wohl, Stephen Blumenthal, Victor Brown and David Brown (collectively th "Guarantor"). 18.2.5 Housing Covenant execute Developer. 18.2.6 A Funding Agreement executed by the Lenders a Loper. 18.2.7 Such other documents as the title company may rea .nably request. 18.3 Recording Costs. iiihe documentary step tax and surtax to be affixed to the Deed and the cost for recording the Deed and the Restrictive Covenant shall be paid by Developer. Each Party shall bear the cost of the fees of their n respective attornecs and other professionals and the cost of their own respective performance under this Agreement. 18.4 Ad'ustments and Prorati. . Ad valorem real estate taxes and assessments and other taxes and assessments, if any, shall be orated as of the Closing Date. 18.5 Parties in Possession. On the ' :sing Date the SEOPW CRA shall provide the Property to Developer free and clear of all s ar ' s in possession. RESENTATIONS OF SEOPW CRA. makes the following representations: 19.1.1 e SEOPW CRA is duly organized and validly existing under the laws of the Sta of Florida has full power and capacity to own its properties, to carry on its business as presently condu''`ed by the SEOPW CRA, and to perform its obligations under this Agreement. 19.1.2 The SEOPW CRA's execution, delivery and performance of this Agreement have been duly authorized by all necessary legal actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which the SEOPW CRA is a party or by which the SEOPW CRA or SEOPW CRA's property may be bound or affected, except for such approvals required by this Agreement. 19.1.3 This Agreement constitutes the valid and binding obligation of the SEOPW CRA, enforceable against the SEOPW CRA, and its successors and assigns, in 17 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 108 EXHIBIT "A" 4.4.a accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 19.1.4 The SEOPW CRA is not a party to any outstanding contracts or options to purchase the Property or any portion thereof in favor of any third party. No person, corporation or other entity has or on the Closing Date shall have any right or option to purchase the Property or any portion of the Property. 19.1.5 The SEOPW CRA will not take any action to affect title to the Property prior to the conveyance of the Property to Developer contemplated in this Agreement, including, without limitation, executing any leases or agreemen that are not terminable upon thirty (30) days written notice with no penalty. 19.2 Survival of Representations. All of the representations of the SEOPW CRA set forth in this Agreement shall be true upon the execution of this Agreement, shall be deemed to be repeated as of the Closing Date and shall b e as of the Closing Date. All of the representations, warranties and agreements of th- W CRSet forth in this Agreement shall not survive the Closing. 20. follows: DEVELOPER'S REPRFS,SENTATIONS. 20.1.1 Developer is ity company duly organized and validly existing under the laws of the State of Florida, and have full power and capacity to own the Property, to carry on its business as presently onducted,�and to enter into the transactions contemplated by this Agreement. 20.1 Developer makes the following representation o the SEOPW CRA as a limited iabi 20.1.2 Copies of Developer's articles of organization and operating agreement are attached as Exhibit "I" (the "Organizational Documents"). Developer's organizational chart and a list of its members, are attached as Exhibit "J" (the "Organizational Cha'). 20.1.3 eveloper's execution, delivery and performance of this Agreement has been duly authorized by necessary company actions and does not, and shall not, conflict with or constitute a a.- fault 4 er any indenture, agreement or instrument to which it is a party or by which it may be affected. 0.1.4 This Agreement constitutes the valid and binding obligation of Developer, enforceable against Developer and its successors and assigns, in accordance with its respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 20.2 Survival of Representations. All of the representations of Developer set forth in this Agreement shall be true upon the execution of this Agreement, shall be deemed to be repeated as of the Closing Date and shall be true as of the Closing Date. All of the representations, 18 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 109 EXHIBIT "A" 4.4.a warranties and agreements of Developer set forth in this Agreement shall survive the Closing for a period of two (2) years. 21. DEFAULT. 21.1 Failure to Perform. 21.1.1 If the SEOPW CRA Conditions Precedent have not been satisfied, deemed satisfied or waived on or before thirty-six (36) months from the Effective Date, Developer shall be in default under this Agreement and the SEOPW CRA may terminate this Agreement in which event the Escrow Agent shall deliver the Deposit to the SEOPW CRA as liquidated damages and the Parties will be relieved from any further obligations under this Agreement except for the obligations that expressly survive the termination. 21.1.2 In the event the SEOPW CRA becomes .' of any material misrepresentations by Developer set forth in Section 15 of this Agreement p ''' o Closing, and Developer fails to cure such breach within fifteen (15) days of its receipt of w tice from the SEOPW CRA delivered pursuant to Section 17, the SEOPW CRA, as its sol: nd exclusive remedy, may terminate this Agreement, in which event the Escrow Agent shall de iver the Deposit to the SEOPW CRA as liquidated da ages, and the Parties shall be released from all further obligations under this Agreement except e obligations that ex ressly survive termination. 21.1.3 In the event Developer beaches any er terms and provisions of this Agreement not addressed in Section 19.1.1, which is not c ed within thirty (30) days of written notice of default from the SEOPW CRA delivered pursuant to Section 18, the SEOPW CRA may pursue all remedies available at law or in equity, including specific performance, as a result of such breac1:40 110 21.2 In the event of a default by th SEOPW CRA under this Agreement which is not cured within ten (10) days of written notice from Developer, without any default on the part of Developer, Developer, as its sole and exclusive remedy, shall be entitled to (i) terminate this Agreement in which event the Escrow Agent shall promptly return the Deposit to Developer, whereupon the Parties shall be, released from all further obligations under this Agreement except for the obligations that expressly survive the termination, or (ii) sue for specific performance to enforce the terms of this Agreement. Developer waives any other remedies it may have against the SEOPW CRA at law or in equity as a result of a breach of this Agreement except if the SEOPW CRA conveys the Property tb another party prior to the termination of this Agreement, in which event Developer may pursue all remedies available at law or in equity as a result of such breach as a result of the remedy of specific performance not being available. 22. BROKERS. The Parties each represent and warrant to the other that there are no real estate broker(s), salesman (salesmen) or finder(s) involved in this transaction. If a claim for commissions in connection with this transaction is made by any broker, salesman or finder claiming to have dealt through or on behalf of one of the Parties ("Indemnitor"), Indemnitor shall indemnify, defend and hold harmless the other Party under this Agreement ("Indemnitee"), and Indemnitee's officers, directors, agents and representatives, from and against all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorney's fees and 19 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 110 EXHIBIT "A" 4.4.a If to Developer: With a co court costs at trial and all appellate levels) with respect to said claim for commissions. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section shall survive the Closing. 23. ASSIGNABILITY. Prior to Completion, this Agreement may not be assigned without the approval of the SEOPW CRA, which approval may be granted or withheld by the SEOPW CRA, in its sole discretion. Notwithstanding the foregoing, Developer may collaterally assign its interest in this Agreement to a lender in connection with financing for the Project. For purposes of this Agreement, assignment shall also include the assignment of any of the membership interests in Developer provided Coral Rock Development Corp., or its affiliates control the managing Member of Developer and maintains control to make all major decisions on behalf of Developer and the community development corporation of which St. Agnes Church Community Development Corporation is a member maintains a minimum interest of twenty percent (20%). 24. ADDITIONAL CONSIDERATION. Developer has agreed that in the. event the Project is sold within ten (10) years of the Closing Date, Developer shall pay the SEOPW CRA five percent (5%) of the proceeds from the sale (after payment of commissions, proration of taxes and closing cost expenses). Such payment shall be made within ten (10) days of the closing of the sale of the Project. Nk- 25. NOTICES. Any notices re•uired or permitted to be given under this Agreement shall be in writing and shall be deemed to ave been given if delivered by hand, by overnight delivery service such as FedEx or mailed by =rtified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed a ollows: 7 A CORAL ROCK ST. AGNES PARTNERS, LLC Attention: Michael Wohl, Authorized Representative 2800 Ponce de Leon Boulevard, #1160 Coral Gables, FL 33134 Sara Barli Herd, Esq. Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami. FL 33131 If to SEOPW CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: James D. McQueen, Executive Director 819 NW 2nd Avenue, 31d Floor Miami, FL 33136 20 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 111 EXHIBIT "A" 4.4.a With a copy to: William R. Bloom, Esq. Holland & Knight, LLP Suite 3300 701 Brickell Avenue Miami, FL 33131 And with a copy to: Vincent T. Brown, Esq. Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue 3rd Floor Miami, FL 33136 Notices hand delivered shall be deemed given on the date f delivery or the date delivery is refused and notices mailed in accordance with the foregoing, shall be deemed delivered upon the date the return receipt is executed or the date delivery is refused. 26. CHALLENGES. Developer acknowledges and agree that the SEOPW CRA shall have no liability whatsoever to Developer in connection with any challenge by a third party to the SEOPW CRA's right to enter into this Agreement and .4 transaction contemplated by this Agreement and Developer forever waives and releases the SEOPW CRA from any liability whatsoever, now or,. hereafter arising, in connection with any such challenge by a third party and covenants and agrees not to initiate any legal proceedings against the SEOPW CRA in connection with any such challenges to this Agreement by any third parties; provided, however, that nothing contained in this Agreement, is, nor shall it be deemed, a limitation or waiver of Developer's rights (a) as to any fraud, misrepresentation, other illegal, or tortious acts committed by the SEOPW CRA, (b) to comply with applicable law, r (c) to enforce any rights or remedies pursuant to this Agreement. 27. MISCELLANY US. 27.1 This Agreement shall be construed and governed in accordance with the laws of the State of Fla, without application of conflict of law principles. Venue shall be in Miami -Dade County, orida. The Parties have participated fully in the negotiation and preparation of this Agreement, and, accordingly, this Agreement shall not be more strictly construed against any one of the Parties. 27.2 In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 21 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 112 EXHIBIT "A" 4.4.a 27.3 In the event of any litigation between the Parties under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. 27.4 In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and section headings shall be disregarded. 27.5 All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. 27.6 Time shall be of the essence for each and every provision of this Agreement. 27.7 This Agreement may not be recorde ine Publiords of Miami -Dade County. 27.8 Developer acknowledges and agrees that Developer shall<not be entitled to any tax increment funds generated by the Project. Developer w ,:,y,,cs any claims regarding the tax increment funds generated by the Project. 27.9 The term "day" shall be understoofer to a calendar day, unless expressly provided otherwise to refer to a "business" day, whit', ::� -n sed, refers to a day other than a Saturday or Sunday upon which national banks are ope business in Miami -Dade County, Florida. 28. ENTIRE AGREEMENT. This Agreement c stitutes the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and there are no other agreements, representations or warranties other than as set forth in this Agreement. This Agreement may not be changed, altered or modified except by an instrument in writing signed by the Party against whom enforcement of such cc nge would be sought. This Agreement shall be binding upon the Parties and their respective s cessors and permitted assigns. 29. ESCROW AGENT. The eeposit shall be held by Escrow Agent in trust, on the terms herei?iafter set forth: 29'. The Es _. w Agent shall deliver the Deposit in accordance with the terms of this Agreement. 29.2 agreed that the duties of the Escrow Agent are only as herein specifically provided d purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. The SEOPW CRA and Developer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. 29.3 The Escrow Agent is acting as stakeholder only with respect to the Deposit. If there is any valid dispute as to whether the Escrow Agent is obligated to deliver the Deposit, the Escrow Agent shall not make any delivery, but in such event, the Escrow Agent shall hold same 22 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 113 EXHIBIT "A" 4.4.a until receipt by it of an authorization in writing, signed by all parties having interest in such dispute, directing the disposition of same; or in the absence of such authorization, the Escrow Agent shall hold the Deposit until final determination of the rights of the parties in the appropriate proceedings. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days of written notice to the Escrow Agent of the existence of a dispute with respect to the Deposit and diligently continued, the Escrow Agent may bring an appropriate action or proceeding to interplead the Deposit. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by the Party determined not to be entitled to the Deposit. Upon making delivery of the Deposit, the Escrow Agent shall have no further liability unless such delivery constituted willful misconduct or gross negligence. Developer acknowledges that the Escrow Agent is counsel to the SEOPW CRA, and can represent the SEOPW CRA hereunder in the event of any dispute hereunder, concerning the Deposit, and Developer waives any right to object to same. 29.4 The provisions of this Sec Agreement. 29 shaurvive the ation of this [SIGNATURE PAGES TO FOLLOW] 23 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 114 EXHIBIT "A" 4.4.a The Parties have executed this Agreement as of the Effective Date. DEVELOPER: CORAL ROCK ST. AGNES PARTNERS, LLC, a Florida limited liability company By: Michael Wohl, Authorized Representative SEOPW CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356 Florida Statutes By: James D. McQueen, Executive Director Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to SEOPW CRA 24 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 115 EXHIBIT "A" 4.4.a SCHEDULE OF EXHIBITS A. Legal Description B. Insurance Requirements C. Permitted Exceptions D. Original Conceptual Design Documents E. Deed F. Restrictive Covenant G. Housing Covenant H. Guaranty of Completion I. Organizational Documents of Developer J. Organizational Chart of Developer 25 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 116 EXHIBIT "A" 4.4.a EXHIBIT A Legal Description Lots 4, 5, 6, and 7 less the North 29 feet of Lot 7, Block 10, SOST'S SUBDIVISION, according to the Plat thereof, recorded in Plat Book "B", at Page 27 of the Public Records of Miami -Dade County, Florida. Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 117 EXHIBIT "A" 4.4.a EXHIBIT B INSURANCE REQUIREMENTS I. Commercial General Liability (Primary & Non Contributory) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 Personal and Advertising Injury $1,000,000 B. Coverage/Endorsements Required ^‘` City of Miami and Southeast Overtown/Park est Community Redevelopment Agency as an Additional Insured (CG 2010 11/8 r its equivalent) 4 Contractual Liability Premises & Operations Liability Explosion, Collapse and Undergr II. Business Automobile Liability A. Limits of Liability,., Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Includi Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 Endorsements Requir- City of Miami & Southeast Overtown/Park West Community Redevelopment A;-ncy listed as an additional insured III. Worker's ' ', tion Limits of Lia . ity Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee 27 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 118 EXHIBIT "A" 4.4.a $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy/Excess Liability (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $3,000,000 Aggregate B. Endorsements Required $3,000,000 City of Miami & Southeast Overtown/Park West Community Redevelopment Agency listed as an additional insured V. Owner's & Contractor's Protective Liabili Required only in the event that the CGL policy i Limits of Liability Each Occurrence Policy Aggregate vided "per project' . $1,000,000 1,000,000 City of Miami and Southeast Overtown/Park West - ommunity Redevelopment Agency as Named Insured ' VI. Builders' Risk Causes of Loss: Completed Value Builders Risk Form Valuation: 1eplacement Cost Deductible: $25,000 All other Perils 5% maximum on Wind City of Miami and Southeast Overtown/Park West Community Redevelopment Agency listed as an Additional Insured B. imit/Value ocatidh or Site - Full Replacement Coverage Extnsions as provided by insurer The above policies shall provide the City of Miami and Southeast Overtown/Park West Community Redevelopment Agency with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: 28 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 119 EXHIBIT "A" 4.4.a The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 29 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 120 EXHIBIT "A" 4.4.a EXHIBIT C Additional Permitted Exceptions 1. Housing Covenant. 2. Restrictive Covenant. 3. Restrictions and easements contain in any recorded plat. 4. Utility easements of record. 5. Notification of Extension to Previously Approved Development of Regional Impact recorded in Official Records Book 26557, at Page 217 and in Officia Records Book 26557, at Page 223 of the Public Records of Miami -Dade County, Florida. 30 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 121 EXHIBIT "A" 4.4.a EXHIBIT D Original Conceptional Design Document (Insert from Proposal) 31 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 122 EXHIBIT "A" 4.4.a EXHIBIT E THIS INSTRUMENT WAS PREPARED BY: William R. Bloom, Esquire Holland & Knight LLP 701 Brickell Ave., Suite 3300 Miami, Florida 33131 SPECIAL WARRANTY DEED THIS DEED, made this day of , 2 2 etween SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPM AGENCY, a public agency and body corporate created pursuant to Section 163.3564Florida Statutes ("Grantor") and CORAL ROCK ST. AGNES PARTNERS, LLC, a Florida limited.,bility company ("Grantee"). ,1110 Wherever used herein, the terns "Grantor" and "Grante8Sil include sin lar and plural, heirs, legal representatives, assigns of individuals, and the successors and assigns of corporations, wherever the context so admits or requi THAT, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Grantor, Grantor hereby grants, bargains, and sells unto Grantee, the following described property located in Miami -Dade County, Florida ("the Property"): [Insert final Legal Description] HER WITH all the tenements, hereditaments and appurtenances thereto belonging or in a, vay appertaining. TO HAVE AND TO HOLD t e same unto Grantee in fee simple, forever. THIS CONVEYANCFIS SUBJECT TO: 1. Taxes and assessments for the year 202_ and subsequent years; 2. Zonin and other governmental restrictions; 3. Terms and provisions of the Restrictive Covenant between Grantor and Grantee to be recorded simultaneously with this deed. 4. Covenant. 5. Housing Covenant. 32 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 123 EXHIBIT "A" 4.4.a TO HAVE AND TO HOLD, the same in fee simple forever. AND Grantor has good right and lawful authority to sell and convey the property, the Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons claiming by, through and under Grantor and none other. SIGNATURES FOLLOW ON NEXT PAGE 33 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 124 EXHIBIT "A" 4.4.a IN WITNESS WHEREOF, Grantor has caused this special warranty deed to be executed as of the day and year first above written. Signed, sealed and delivered in our presence: WITNESSES: Name: Address: GRANTOR: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Sectionv3.356 Flo 'da Statutes Name: B Address: Name: James D. McQueen Title: Executive Director Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP Special Counsel to the SEOPW CRA STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument v as acknowledged before me be means of ❑ personal appearance or ❑ online notarization this day of , 202_, by James D. McQueen, as 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, who is personally known to me or has produced as identification. Notary Public, State of Florida My Commission Expires: 34 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 125 EXHIBIT "A" 4.4.a EXHIBIT F Restrictive Covenant The parties shall negotiate the terms of the Restrictive Covenant prior to the end of the Inspection Period. The Restrictive Covenant shall incorporate the housing restrictions described in the Proposal and the Project description and the following provisions of the Development Agreement which survive the Closing Date: 1. Section 9.6 requiring Project to be developed substantially in accor4ance with the Plans. 2. Section 12.1 requiring Developer to comply with the Commencement of Construction Deadline and Completion Deadline. 3. Section 12.2 requiring the Payment and Perfo Bond. 4. Section 14.1 regarding equal opportunity. 5. Section 14.2 regarding small business and Secti. "-ga ping Applica 1e Measures. 6. Section 15 regarding contributio r its local comm organization. 7. Section 23 regarding transfers. 8. Section 24 regarding additional consideration. 35 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 126 EXHIBIT "A" 4.4.a EXHIBIT G Housing Covenant To be agreed upon prior to the end of the Inspection Period. 36 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 127 EXHIBIT "A" 4.4.a EXHIBIT H GUARANTY OF COMPLETION THIS GUARANTY OF COMPLETION (the "Guaranty") is executed and delivered, jointly and severally, as of the day of , 20_ by (the "Guarantor") in favor of SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statute. (the "SEOPW CRA"). WITNESSETH: A. On or about the date hereof, the SEOPW C (the "Developer"), the property described on Exhibit "A" attached hereto and made a part hereof (the "Property"), pursuant to the terms and conditions of that Development Agreement dated as of , 2017, by and between Developer and the SEOPW CRA as same has been and/or may be amended from time to time (the "Development Agreement"). All terms not otherwise defined herein shall have the meanings set forth in the Development Agreement. B. Guarantor will benefit the transaction contemplated by the Development Agreement (the "Transaction"). C. The SEOPW CRA would not close on the Transaction pursuant to the Development Agreement unless Guarantor agreed to unconditionally guaranty completion of the Project in accordance with the Plans and the Project Schedule. NOW, THEREFORE, in consideration of t e,SEOPW CRA's conveying the Property to Developer pursuant to the Development Agreemewhich it is acknowledged and agreed that SEOPW CRA is doing in full reliance hereon, and as an inducement to SEOPW CRA to do so, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowtged, Guarantor hereby irrevocably covenants, warrants and agrees as follows: That notwithstanding ,provision in the Development Agreement or in any other agreement document executed in connection therewith, Guarantor hereby unconditionally and irrevocably guarantees to LSEOPW CRA the following (collectively, the "Guaranties Obligations"): a. hundred percent (100%) lien free completion of the Project in accordance with the velopment Agreement and substantially in accordance with the Plans, as evidenced by (i) the issuance of a final certificate of occupancy (or the equivalent) by the proper governmental authority as to the Project to be constructed on the Property; and (ii) the delivery by the design/supervising architect of a certificate of completion of the Project substantially in accordance with the Plans approved by SEOPW CRA. Completion of the Project shall include, but not be limited to completion of grading, landscaping, all necessary and appropriate utilities, streets, sidewalks, drainage and all on -site and off -site improvements, all as reflected on the Plans; and 37 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 128 EXHIBIT "A" 4.4.a b. Full and punctual payment and discharge of all costs and expenses of any nature relating to the construction and the completion of the Project as the same become due and payable, and payment and discharge of all claims and demands for labor and/or materials used in the construction and the completion of the Project substantially in accordance with the Plans which are or, if unpaid, may become liens, claims or encumbrances on the Property. c. To perform, complete and pay for the construction of the Project within the time period allotted therefor in the Project Schedule (as same may be amended, modified and/or extended in accordance with the terms of the Development Agreeme or pursuant to a written agreement by the SEOPW CRA and Developer) and to pay all nd expenses of said construction and completion of the Project in accordance with t ans and all costs associated therewith. d. In the event any mechanic's or mate ialman's liens should be filed, or should attach, with respect to the Property, to cause the remo o such liens or the posting of security against the consequences of their possible foreclosu ithin thirty (30) days of raptor having actual knowledge of the filing of such liens; e. To pay the costs and fees of all architects and engineers employed by Developer in connection with the Proje and f. To pay within fifteen (15) days of written demand all of SEOPW CRA's costs and expenses, including reasonable attorneys' fees and costs, incurred in the enforcement of this Guaranty, subject to the terms of Section 13 below: 2. Guarantor hereby `'acknowledge and conss to the Plans, the disbursement schedule of the Lender, if any, and the other term nd conditions of the Development Agreement and related documeits governing the construction Project. 3. Guarantor hereby waives any and all requirements that SEOPW CRA institute any action or proceeding, at law or in equity, agaiirt Developer or against any other party or parties with respect to the Development Agreemt or any related document as a condition precedent to bringing any action against Guarantor upon this Guaranty. All remedies afforded to SEOPW CRA by reason of this Guaranty are separate and cumulative remedies and no one of such remedies, whether waived by SEOPW CRA or not, shall be deemed to be an exclusion of any one of the other remedies available to SEOPW CRA and shall not in any way limit or prejudice any other legal or equitable remedy w 'ch SEOPW CRA may have. 4. Guarantor further agrees that Guarantor shall not be released from any obligations hereunder by reason -of any amendment to or alteration of the terms and conditions of the Development Agreement or of any related document, nor shall Guarantor's obligations hereunder be altered or impaired by any delay by SEOPW CRA in enforcing the terms and obligations of the Development Agreement by any waiver of any default by SEOPW CRA under the Development Agreement or any related document, it being the intention that Guarantor shall remain fully liable hereunder, notwithstanding any such event. 5. 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 38 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 129 EXHIBIT "A" 4.4.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 Guarantor, 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. 6. That until the Project is fully erected, equipped and completed as aforesaid, and until each and all of the terms, covenants and conditions of this Guaranty are fully performed, Guarantor 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 Guarantor, or by reason of any waiver, extension, modification, forbearance or delay by SEOPW CRA, and Guarantor hereby expressly waives and surrenders any defense to Guarantor's liability hereunder based upon any of the foregoing acts, things, agreements or waivers. Guarantor shall be automatically released from this Guaranty upon the satisfaction of the Guarantied Obligations, without any further need for SEOPW CRA to execute a release instrument (though, SEOPW,CRA shall promptly deliver the original of this Guaranty to Guarantor). 7. Except as otherwise set forth her OPW CRA shall not be required to give any notice to Guarantor hereunder in order to preserve r enforce SEOPW CRA's rights hereunder (including, without limitation, notice of any default under or amendment to the Development Agreement), any such notice being expr sly waived by Guarantor. 8. This Guaranty is assignable b SEOPW CRA, but only upon and to the assignee of the SEOPW CRA's rights under the Develo ent Agreement. This Guaranty shall bind the heirs, devisees, personal representatives, successors and assigns of the parties hereto and shall inure to the benefit of any permitted stifssor or assign of SEOPW CRA. 9. This Guaranty shall, n all respecis, be governed by and construed in accordance with the laws of 'the State of Florida, including all matters of construction, validity and performance. Sr 10. In the event that any provision dTthis Guaranty is held to be void or unenforceable, all oth- rovisions shall remain unaffected and be enforceable. 1 In the event r y litiga`ion between the parties under this Guaranty, the prevailing party shall D itled to reas ble attorney's fees and court costs at all trial and appellate levels and in any ban cy procegs. 12. Except as otherwise set forth herein, Guarantor hereby waives notice of acceptance of this Guaranty by SEOPW 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 Developer and SEOPW CRA or any statute or rule of law, except only any notices expressly required hereunder. 13. Any notice, demand or request by SEOPW CRA to Guarantor or from Guarantor to SEOPW CRA shall be in writing and shall be deemed to have been duly given or made if either delivered personally or if mailed by certified or registered mail, addressed to the address set forth below (or at the correct address of any assignee of SEOPW CRA), except that mailed written notices shall not be deemed given or served until three days after the date of mailing thereof: 39 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 130 EXHIBIT "A" 4.4.a a. If to SEOPW CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: James D. McQueen, Executive Director 819 NW 2nd Avenue 3rd Floor Miami, FL 33136 b. If to Guarantor: EACH OF SEOPW CRA (BY REASON OF I GUARANTOR HEREBY KNOWINGLY, WAIVES THE RIGJS EACH MAY HAVE T LITIGATION BA ED HEREON, OR ARISING WITH THIS GUARANTY AND ANY DOCUM E OF THIS GUARANTY) AND ILY AND INTENTIONALLY TRIAL BY JURY IN RESPECT OF ANY T OF, UNDER OR IN CONNECTION T CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALI4, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTION OF GUA1WITOR, DEVELOPER OR SEOPW CRA. IN WITNESS WHE F, 1iarantor has executed this Guaranty as of the day and year first above written. WITNESSES: Print Name: By: Name: Title: Print Name: 40 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 131 EXHIBIT "A" 4.4.a STATE OF FLORIDA ): ss. COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me ❑ in person or ❑ by online notarization this day of , 201, by , as of , a , on behalf of . He is personally known to me or has produced My commission expires: My commission number is: 41 as identification. Notary Public Name oftary Printed: (NOTARY SEAL) Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 132 EXHIBIT "A" 4.4.a EXHIBIT I Organization Documents of Developer 42 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 133 EXHIBIT "A" 4.4.a EXHIBIT J Organizational Chart of Developer 43 Attachment: File # 18207 - Exhibit A (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock #520736968_v4 Packet Pg. 134 4.4.b Electronic Articles of Organization For Florida Limited Liability Company Article I The name of the Limited Liability Company is: CORAL ROCK ST. AGNES PARTNERS, LLC L24000219897 FILED 8:00 AM May 2024c Of t rlrichardson Article II The street address of the principal office of the Limited Liability Company is: 2800 PONCE DE LEON BLVD. SUITE 1160 CORAL GABLES, FL. US 33134 The mailing address of the Limited Liability Company is: 2800 PONCE DE LEON BLVD. SUITE 1160 CORAL GABLES, FL. US 33134 Article III The name and Florida street address of the registered agent is: VICTOR BROWN 2800 PONCE DE LEON BLVD. SUITE 1160 CORAL GABLES, FL. 33134 Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent. Registered Agent Signature: VICTOR BROWN Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 135 4.4.b Article IV The name and address of person(s) authorized to manage LLC: Title: MGR CORAL ROCK DEVELOPMENT GROUP, LLC 2800 PONCE DE LEON BVD., SUITE 1160 CORAL GABLES, FL. 33134 US L24000219897 FILED 8:00 AM May Of State rlrichardson Article V The effective date for this Limited Liability Company shall be: 05/10/2024 Signature of member or an authorized representative Electronic Signature: VICTOR BROWN I am the member or authorized representative submitting these Articles of Organization and affirm that the facts stated herein are true. I am aware that false information submitted in a document to the Depai liiient of State constitutes a third degree felony as provided for in s.817.155, F.S. I understand the requirement to file an annual report between January 1st and May 1st in the calendar year following formation of the LLC and every year thereafter to maintain "active" status. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 136 4.4.b (Requestor's Name) (Address) (Address) (City/State/Zip/Phone #) PICK-UP El WAIT ❑ MAIL (Business Entity Name) Certified Copies (Document Number) Certificates of Status Special Instructions to Filing Officer: Office Use Only V II II rn Y () qci, rei2 0. O L a N Q ua G as a) a) a) O a) a a> cc wO Q a) •L 0 N CO O. CO m N CO ii a) co 600430289966 a--i]s02E--908 f.+SS fly; • Packet Pg. 137 4.4.b TO: Registration Section Division of Corporations SUBJECT: COVER LETTER CORAL ROCK ST. AGNES PARTNERS, LLC Name of l.irttited I,iahil'sty Company The enclosed Articles of Amendment and lee(s) are submitted for tiling. Please return al] correspondence concerning this matter to the following: Sara Herald Name of Person 13i1'rin Sumbcrg Firm/Company 1450 Brickell Ave., 23rd Floor Address Miami, FL 33131 City/State and Zip Code vbrown a coralrock�,roup.cont E.-mail address: (to be used tier future annual report notification) For further information concerting this matter, please call: Sara Ilerald 305 350-723) at ( Name of Person Area Code Daytime Te€ephonc Number Enclosed is a check for the following amount: ❑ S25.00 Filing Fee �� S30.00 Filing Fee R. Certificate of Status (flailing Address: Registration Section Division of Corporations P.O. Box 6327 S55.00 Filing lee Certified Copy (additional copy is enclosed) S60.00 Filing Fee. Certificate of Status & Certified Copy (additional copy is enclosed) Street Address: Registration Section Division or Corporations The Centre ol" Tallahassee Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 138 4.4.b DocuSign Envelope ID: 6A069685-4AE6-4153-BA0C;-[:BBD(;BC;C:B6F1 AK1II:LLS OF AMENDMENT TO ARTICLES OF ORGANIZATION OF CORAL ROCK Si. AGNES PARTNERS, LLC (Name of the Limited Liability Company as it now nnnears on our records.) (A Florida !.ignited Liability Company) The Articles of Organization for this Limited Liability Company were filed on 05110/2024 Florida document numberI'34000219S97 This amendment is submitted to amend the following: A. If amending name, enter the new name of the limited liability company here: and assigned The new name nwst he distingcrishall le:Ind contain the words "Limited Liability Company." the designation "Ur. or the abbreviation "L.I..C." Enter new principal offices address, if applicable: (Principal office address MUST BE A STREET ADDRESS) Enter new mailing address, if applicable: fMcrilirtt,' address MAY BE A POST OFFICE BOX) i1 • ry -- -o r- '"O 13. If amending the registered agent and/or registered office address on our records, enter the name of the new registered agent and/or the new registered office address here: Name of New Registered Agent: New Re+tistered Office Address: Enter Florida street address Florida City Zip Code New Registered Agent's Signature, if changing Registered Agent: I hereby accept the appointment as registered a ,enl and agree 10 act in this capacity, 1 ffirther agree to comply with the provisions of all .statutes relative to the proper and complete I L'rfilrmance o_f my duties, and I am familiar with and accept the obligations of my position as registered agent asprovided.for in Chapter 605, F.S. Or, if this document is being filed to merely reflect a change in the registered office address, I hereby confirm that the limited liability company has been notified in +t'riting t f this change. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 139 4.4.b DocuSign Envelope ID: 6A068685-4AE6-4153-BA0C-CBBDC8CGB6F1 R1 .ineuurng Auinorizeu rcrsunts1 autnorizcu w manage, enter the title, name, and address of each person being added or removed from our records: MGR = Manager AMBR = Authorized Member Title M 13 R Name Address Type of Action ST. AGNES CHURCH COMMUN 1750 NW 3RD AVE, MIAMI, FL 33136 Add 0 Remove 0 Change ❑Add 0 Remove ❑Change ❑Add 0 Remove 0 Change ❑Add ❑ Remove 0 Change ❑ Add 0 Remove 0Changc 0 Add ❑ Remove Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 140 4.4.b DocuSign Envelope ID: 6A069685-4AE6-4153-BA0C-CBBDCBCCB6F 1 • D. If amending any other information, enter change(s) here: (Attach additional sheets, if necessary.) E. Effective date, if other than the date of filing: (optional) (Iran effective date is listed. the date must be specific and cannot be prior to date of tiling or more than 90 days after filing.) Pursuant to 605.0207 (3)(h) !rote: lithe date inserted in this block does not meet the applicable statutory tiling requirements, this date will not be listed as the document's effective date on the Department of State's records. If the record specifies a delayed effective date, but not an effective time, at 12:01 a"m" on the earlier of: (b) The 90th day after the record is filed. 5/21/2024 11:39:22 PM EDT Dated U:otan gncwo. Signature of a member or authorized representative ota member Victor Brown Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. typed or printed name of signee Packet Pg. 141 4.4.b'] State of Florida Department of State I certify from the records of this office that CORAL ROCK ST. AGNES PARTNERS, LLC is a limited liability company organized under the laws of the State of Florida, filed on May 10, 2024, effective May 10, 2024. The document number of this limited liability company is L24000219897. I further certify that said limited liability company has paid all fees due this office through December 31, 2025, that its most recent annual report was filed on February 26, 2025, and that its status is active. Given ander my hand and the Great Seal of the State of Florida at Tallahassee, the Capital, this the Ninth day of September, 2025 Secretary of t to Tracking Number: 8589412874CU To authenticate this certificate,visit the following site,enter this number, and then follow the instructions displayed. https://services.sunbiz.org/Filings/CertiflcateofStatus/CertificateAuthentication Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Agnes) Packet Pg. 142 • IT "A" 4.4.c CR CORALROCK DEVELOPMENT GROUP ST. AGNES CHURCH COMMUNITY DEVELOPMENT CORPORATION SOULOF OV :RTOWN APARTMENTS Proposal from Coral Rock St. Agnes Partners, LLC, a single purpose entity controlled by Coral Rock Development Group, LLC ("CRDG") and St. Agnes Church Community Development Corporation ("SACCDC"). Prepared in response to Southeast Overtown/Park West Community Redevelopment Agency Request for Proposals No. 24-01, for NW 12th St. Affordable Housing Development May 21, 2024 Contact: Michael Wohl mwohl@coralrockgroup.com 2800 Ponce de Leon Blvd, #1160 I Coral Gables, Florida 33134 305-270-2228 Packet Pg. 143 OME TO HISTORIC OVERTOWN j. 0. 2 .4- 0 c (7) a. c E a) a) a) 15) E o. .71 CO ••,9— N 0 Z • • N CN CO •%- 0. CO CO 1•••• CN CO •t— EXHIBIT "A" 4.4.c TABLE OF CONTENTS Letter of Transmittal 4 Development Concept 6 Project Overview 7 Description of the Project 8 Vision for the Project 9 Overtown as a Destination 14 Parking for Residents and Overtown Visitors 15 Project Schedule 17 Proposal Structure 17 Financing Plan 18 Budget 19 Financing Sources 20 Pro forma 21 Evidence of Financing 22 Qualifications and Experience 35 Proposer's Qualifications 36 Key Subconsultants Qualifications 37 Organizational Chart 39 Ability to Complete the Project 39 Key Personnel 40 Financial Statements 48 Current Developments and Comparable Projects 49 Proposer Current Developments and Comparable Projects 50 Subconsultant Current Developments and Comparable Projects56 Community Benefits 58 References 61 Appendix 66 Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 145 EXHIBIT "A" 4.4.c LETTER OF TRANSMI1TAL CR May 21, 20024 CORALROCK DEVELOPMENT GROUP The Office of the City Clerk, City of Miami 3500 Pan American Drive Miami, Florida 33133 Attention: Mr. Brian Zeltsman, RA, Director of Architecture and Development Southeast Overtown/Park West Community Redevelopment agency (SEOPW CRA) Re: Southeast Overtown/Park West Community Redevelopment Agency Request for Proposals No. 24-01, for NW 12th Street Affordable Housing Development ("RFP") Dear Mr. Zeltsman: Coral Rock St. Agnes Partners, LLC, ("Coral Rock St. Agnes") appreciates the opportunity to respond to the RFP and present to the SEOPW CRA the vision for its project SOUL of Overtown Apartments. Coral Rock St. Agnes is a single purpose entity comprised of two members: Coral Rock Development Group, LLC ("CRDG"), a south Florida real estate development firm acting as master developer for the project, and St. Agnes Church Community Development Corporation ("SACCDC"), a not -for -profit entity that fosters educational, social, and economic development for underserved residents of the Overtown community at large. The principal partners of CRDG are Michael Wohl, Stephen Blumenthal, Victor Brown, and David Brown. Amalgamating their talents eight years ago to form CRDG, they bring a combined 150 years of successful development evidenced by over 10 million square feet of commercial properties and over 11,000 residential units. Their portfolio displays an array of endeavors including mixed -use projects, shopping centers, self -storage facilities, industrial warehouses, residential apartments and townhomes. Importantly, CRDG partner Michael Wohl brings particular expertise in affordable housing, having built more than 75 affordable and workforce developments in 3 states with 27 of those in Miami -Dade County and 15 in the City of Miami. CRDG is currently developing four affordable mixed -use, mixed -income projects in Miami. Affordable housing projects require a unique expertise to be financially successful and truly affordable. The CRDG team has the knowledge and experience to identify and obtain necessary subsidies from a myriad of sources including federal, state, and local funding through grants, bond structures, tax incentives, and other mechanisms in conjunction with conventional mortgage financing to ensure a successful development. SACCDC was founded in 2015 to provide social and civic services and improve the lives and livelihooc of the Overtown population. SACCDC's contributions include back -to -school programs, scholarships, 2800 Ponce de Leon Boulevard, Suite 1160 l Coral Gables, Florida 33134 (305) 270-2228 l www.coralrockgroup.com Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 146 EXHIBIT "A" 4.4.c LETTER OF TRANSMI1TAL mental and physical health programs and awareness, food and clothing drives, as well as adult educational and financial literacy programs. A progeny of the Historical St. Agnes' Episcopal Church which has served the religious and humanitarian needs of Miami's African -American community for more than 100 years, the SACCDC is led by Revered Denrick E. Rolle who has also served as Pastor and Rector for the Church since 2012. Assisting Reverend Rolle in the leadership of SACCDC is Executive Director, Carlos D. Rolle, President of Palm Construction and Design Group, Inc. and a longtime Miami resident and St. Agnes Church member. A professional engineer and certified general contractor, Carlos Rolle brings vast management experience with a concentration on affordable housing. The leadership of the SACCDC intimately understands the need for affordable housing in the Overtown community and can assist in identifying individuals and families who are best suited to qualify for and capitalize on the benefits afforded by this development. The vision for SOUL of Overtown Apartments was carefully crafted to encompass the Goals and Guiding Principles of the SEOPW CRA 2018 Redevelopment Plan Update: that Overtown "will once again become a destination and will be a place for people to live, work and enjoy its unique history and culture." The growing disparity between stagnant incomes and escalating rents has amplified the gentrification of Overtown. Miami -Dade remains the most cost -burdened rental market in the country. Affordable housing is a crucial aspect to decelerating Plan goal of providing housing choices for new and existing Overtown Apartments proposes a mixed -income, mixed -use development offering a combination of studios, one, two, and three bedroom apartments totaling 178 units with affordability levels in the range of 60% to 120% area median income ("AMI") as defined by HUD. AR units will include state of the art appliances and contemporary design and fixtures. Residents will have access to a premium amenity package that includes a clubhouse, fitness center, business center and conference room, and computer lab, as well as a generous outdoor patio with two barbecue areas complimented by decorative planters and other landscaping. In addition, approximately 4,000 square feet will be designated for street -level retail establishments compatible with the area on NW 3rd Ave. The plan also includes a small business incubator space to support local startup business owners, promoting innovation and entrepreneurship. A 5-level parking garage with approximately 216 spaces will accommodate all residents and retail visitors. Security features for the building include electronic key entry, security cameras, and on -site building maintenance. this trend and achieving the Master residents. To that end, SOUL of The Coral Rock St. Agnes team is committed to ensuring that the SEOPW CRA residents and stakeholders realize the many economic benefits of this proposal. We look forward to helping the Overtown District "once again become a destination, and a place for people to live, work and enjoy its unique history and culture." Sincerely, Michael Wohl, Authorized Representative Coral Rock St. Agnes Partners, LLC 2800 Ponce de Leon Boulevard, Suite 1160 l Coral Gables, Florida 33134 (305) 270-2228 l www.coralrockgroup.com Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 147 EXHIBIT "A" DEVELOPMENT CONCEPT Packet Pg. 148 EXHIBIT "A" 4.4.c PROJECT OVERVI EW SOUL of Overtown Apartments is a mixed -income, mixed -use development designed to create affordable housing for existing community residents, safeguard the historic significance of St. Agnes Episcopal Church, and expand the tax base of the community by creating an attractive destination for new residents. In response to the dire need for affordable housing in Miami -Dade that stems from the dual problem of high housing costs and low wages, the project offers a broad mix of beautifully designed studio, 1, 2, and 3-bedroom units with affordability levels in the range of 60%to 120% of the area median income ("AMI").This spectrum of affordability is essential to building a resilient and self-sustaining economy, ensuring a local workforce of essential workers (teachers, healthcare providers, first responders, service workers, etc.), and improving the quality of life for new and existing Overtown residents by increasing their disposable income. Ideally located on Northwest 3rd Avenue, SOUL of Overtown Apartments is within walking distance from the Overtown Optimist Club and Theodore Gibson Park. Residents can easily access the generous sport fields, playgrounds, full-size swimming pool and myriad year-round programs it offers. Additionally, the project is located directly across from Frederick Douglas Elementary School, offering incredible convenience for teachers and students who make their home at SOUL of Overtown Apartments. The design and location of this project have been carefully curated to maximize the highest and best use of the property and to minimize rental cost for prospective tenants, while delivering attractive, well-appointed, welcoming and secure homes for families and individuals. In addition to creating residential units, SOUL of Overtown Apartments will extend the business corridor along NW 3rd Avenue by creating street level retail space to complement existing businesses. This commercial area will create a variety of new job opportunities for residents, stimulate economic growth, and promote Overtown as a cultural destination. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 149 EXHIBIT "A" 4.4.c DESCRIPTION OFTHE PROJECT Coral Rock St. Agnes proposes a single 12-story building with 178 residential units ranging from studios to three -bedroom units. The project will incorporate a mixed -income, multifamily component that provides units for renters whose incomes fall with affordability thresholds as dictated by HUD. In Miami, nearly six in ten renters (59.7%) in City of Miami District 5 are "cost -burdened," with 34% of renters spending more than 50% of their income on housing. Mindful of this dire need in the community, we have structured the development based on the following income levels: • 40% at 60 AM I • 60% at 80 AM I -120 AM I On the fifth floor, residents will have access to a premium amenity package that includes an indoor clubhouse, fitness gym, business center and conference room, and a computer lab. This level will also include a generous outdoor patio furnished with two barbecue stations, contemporary outdoor furniture, decorative planters, and other landscaping to soften and beautify this elevated outdoor oasis. On the first floor, an attractively appointed lobby area will welcome residents home. State of the art security measures including electronic key entry, security cameras, and on site building maintenance will provide enhanced security. Approximately 4,000 square feet of commercial retail space will also be located on the first floor fronting Northwest 3rd Avenue. Additionally, the building design includes a parking garage that will accommodate approximately 216 spaces for residents, visitors, and retail customers. Bicycle racks, storage, and a package room center are also included in the design. Importantly, the project will be designed to achieve LEED Silver Certification as stipulated by the Florida Green Building Coalition. It will incorporate building systems that focus on indoor air quality, energy conservation, water efficiency and sustainably sourced building materials. Furthermore, it will include systems to ensure and monitor energy consumption, particularly light power density design, ambient air controls and spectrally selective window glazing. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 150 VISION FOR THE PROJECT EXHIBIT "A" 4.4.c Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 151 VISION FOR THE PROJECT EXHIBIT "A" ?? d 1 �.- d FLOOR PLANS Ramp 48 PARKING SPACES 1 1 ■ 1 11 Eta -----J'----------------- ----J UNITS/FLOOR STUDKI 00 1 BEDROOM 01 2 BE DROOM 02 3 BEDROOM 00 TOTAL 00 LOBBY ! AMENITIES • O2nd - 4th FLOOR PLC �.'� 3 UNITS/FLOOR 4.4.c Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. 'Jl GROUND FLOOR PLAN 30 PARKING SPACES Packet Pg. 152 VISION FOR THE PROJECT 11111111 • mr UNITS/FLOOR STUDIO BEDROOM 2 BEDROOM 3 BEDROOM TOT. EXHIBIT "A" a NW 12N$L FLOOR PLANS __J TYPICAL FLOOR PLAN (6TH-12TH LEVEL) v 22 UNITS/FLOOR ■ =❑I L I0L UNITS/FLOOR 0 0 �. STU010 as 16EDR0011 02 26EDROOM 66 J aEEt1C011 61 NTK t6 eit UN, I~i'0 TERRACE S s 1. iul n2B 3B i 4.4.c Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. OSth LEVEL FLOOR PLAN 15 UNITS Packet Pg. 153 VISION FOR THE PROJECT mamg mat EXHIBIT "A" 11 1■ 11 11 11 11 11 RE .. 11 4.4.c FRONT AND BACK ELEVATIONS A u• r. AMMO MM. 2.410. Migirmer ..4144164.4441.04 MM. Mr. 1,47 I m y-4 7 noner meet. 041....1161.4311 Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 154 VISION FOR THE PROJECT :a10.611e iwf. twm Ig WED 2eR� 11 11 11 11 11 11 11 1 EXHIBIT "A" SIDE ELEVATIONS I I -777 l:1 Iwwy'v xcew L .�m...da. a " -I 4.4.c ar 4 s — el y 4 Mr?: 4 y f 4 ..4 Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 155 EXHIBIT "A" 4.4.c OVERTOWIil A DESTINATION Nestled in the middle of Overtown's Historic District, SOUL of Overtown Apartments continues the long - held tradition of the Historic St. Agnes Episcopal Church to ensure safe and attractive residential facilities for the residents of Overtown, while also developing spaces that will draw new visitors creating new jobs and economic opportunities for the community. In the recent years, Overtown has experienced a renaissance as a cultural and entertainment destination, bringing new visitors each day to vibrant new or renovated venues such as Red Rooster, the Overtown Performing Arts Center, Lil Greenhouse Grill, among others. SOUL of Overtown Apartments seeks to continue the path of economic development by creating retail and commercial space along the NW 3rd Avenue business corridor that serves the needs of the neighboring community. Offering 4,000 sq. ft. of retail space, including incubator spaces for local small business, the project will create new jobs and sources of income. The tenants of the new retail space will be carefully curated to ensure they complement the rich history of the Overtown community and are in line with the needs of the adjoining neighbors. Overtown residents and visitors will be able to drive or walk to brand new establishments, which will also service parents, students, and teachers attending The Frederick Douglass Elementary School as well as the visitors of the neighboring community recreational areas, including Gibson Park and the Culmer Overtown Branch Library. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 156 EXHIBIT "A" 4.4.c PARKING FOR RESIDENTS AND OVERTOWN VISITORS The building will include a 5-level parking garage that will accommodate approximately 216spacesto provide sufficient parking for residents and retail space patrons and employees. In addition, street level parking is also availble along NW 3rd Avenue and NW 12th Street, providing a quick and convenient alternative for visitors. Importantly, SOUL of Overtown Apartments is proximate to local and regional public transportation. GROUND FLOOR PLAN 30 PARKING SPACES Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 157 EXHIBIT "A" PARKING FOR RESIDENTS AND OVERTOWN VISITORS OPENTO BELOW UNITS/FLOOR UTjBBY N TI O BELOW AMENIi1ES OPE R1 E.P anlnly 03 .48 1.1.E.P %EV 1 • • 42 PARKING SPACES E :, a M 1 a a 1 II . 1 • 1 1 • 1 1 MKn4N1NE FLOOR PLAN 42 PARKING SPACES ......a"a ([y2nd-4@I FLOOR P UNITS,FLOOR 4.4.c Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 158 EXHIBIT "A" 4.4.c PROJECT SCHEDULE SOUL of Overtown Name Assigned to Start Finish /Complete May 2024 Oct 2024 Apr 2025 Sep 2025 Mar 2026 Aug 2026 Feb 2027 1 Development Agreement Execution 5/22/2024 9/24/2024 0 2 Site Plan Package 9/25/2024 12/17/2024 0 I L 3 Administrative Site Plan Approval 12/18/2024 4/22/2025 0 C I- 4 Construction Document Design 4/23/2025 8/26/202S 0 .,` 5 CRA Concept Design Review & Approval 8/27/2025 10/7/2025 0 6 Permitting & Approvals 10/8/2025 3/24/2026 0 Cm-3 7 Construction 3/25/2026 1/25/2028 0 8 Start of Pre -Leasing 7/25/2027 7/26/2027 0 9 Start of Resident Occupancy / Tenant Move -In 1/26/2028 1/26/2028 0 10 Full Stabilization 7/26/2028 7/26/2028 0 PROPOSAL STRUCTU RE This project will be developed following the public -private principles in the Updated Redevelopment Plan and will be financed through tax credits and CRATIF grants.To achieve this financing structure, SACCDC offers to purchase a fee simple interest in the property for $1,000, payable upon closing. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 159 EXHIBIT "A" FINANCING PLAN 4.4.c Packet Pg. 160 EXHIBIT "A" 4.4.c BUDGET DEVELOPMENT BUDGET PERSQFT COST PER UNIT TOTAL COSTS Land /Acquisition Acquisition Broker Commision Hard Costs Construction Costs - Def. GC Fees Deferred GC Fees Hard Cost Contingency Soft Costs Architect Engineer Inspections Survey EnvironmentaUSoils FF&E Municipal Fees (Plat,Siteplan,Review) Building Permits Municipal Fees - Impact Utility Fees W&S/Meter Fees Borrower Legal Counsel Marketing & Start Up Accounting Insurance- Builders Risk, OCIP Insurance- Perm. RE Taxes Miscellaneous Soft Cost Contingency Finance/Bank Fees Finance Fees Title& Recording Appraisal& Market Study Tax Credit Fees Construction Interest Seed Capital Interest Reserves Replacement Reserve Operating Reserve (6 months) Developer Fee & OH Developer's OH Developer's Fee $0.01 $0.00 $435.16 $0.00 $21.76 $13.92 $2.94 $5.36 $0.22 $0.48 $3.67 $0.65 $9.63 $10.15 $1.12 $1.84 $3.63 $1.43 $0.52 $1.86 $3.08 $0.65 $0.86 $3.10 $18.94 $2.18 $0.22 $1.79 $26.37 $0.43 $0.46 $5.53 $22.88 $80.07 $6 so $1,000 $0 $282,857 $50,348,473 $0 $0 $14,143 $2,517,424 $9,045 $1,910 $3,483 $140 $309 $2,388 $421 $6,257 $6,595 $730 $1,196 $2,360 $927 $337 $1,210 $2,000 $422 $562 $2,015 $12,309 $1,417 $140 $1,163 $17,140 $281 $1,610,000 $340,000 $620,000 $25,000 $55,000 $425,000 $75,000 $1,113,818 $1,173,957 $130,000 $212,970 $420,000 $165,000 $60,000 $215,359 $356,000 $75,171 $100,000 $358,614 $2,191,000 $252,225 $25,000 $207,000 $3,051,000 $50,000 $300 $53,400 $3,595 $639,947 $14,871 $52,045 $2,647,000 $9,264,000 Total Uses $680.88 $442,575 $78,778,357 Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 161 EXHIBIT "A" 4.4.c FINANCING SOURCES Sources Tax Credit Equity $119.76 $77,844 $13,856,280 1 st Mtg. Debt Svc Coverage $293.00 $190,449 $33,900,000 City of Miami - GOB $242.01 $157,303 $28,000,000 Surtax $0.00 $0 $0 SAIL $0.00 $0 $0 New Market Credits $0.00 $0 $0 Deferred GC Fee $0.00 $0 $0 Deferred Developer Fee $26.12 $16,978 $3,022,077 Total Sources $680.88 $442,575 $78,778,357 SOUL of Overtown Apartments will be built and constructed utilizing multiple financial resources both public and private, as follows: Housing Bonds: SACCDC will apply for housing bonds through the Miami Dade Housing Finance Agency (HFA) in the amount designated on our proforma. We have communicated with the HFA office, and they have the capacity ($1 MM) and priority interest in facilitating ground up construction of quality workforce and affordable housing units in core areas of the City of Miami. There is an established market for these bonds and the related construction loan. Tax Credits Equity: The 71 affordable housing units will receive auto credits for 4% equity. These credits are sold to financial institutions who receive dollar for dollar credits and tax reductions for their investment. Banks often fulfill their CRA obligations by investing in these credits. CRA TIF Bond Funds: RFI No. 23-02 pending application was submitted to the SEOPW for CRA bond financing. Deferred Developer Fee: SACCDC shall defer a portion of its developer fee. This fee will be paid from cash flow from the project. Miami Dade County Surtax: County surtax each year is raised through an excess tax on the deed transfers of land and commercial property within the county and awarded through an RFP process. With the volume of sales during this calendar year, we anticipate the County will receive $50-$1 00 million dollars in surtax funds. Other Subsidy: The subject property is in a Qualified Census Tract (QCT) for the procurement of new market tax credits (NMTC). SACCDC has spoken to several recipients of the credits, and they are interested in our proposal. These credits will go to subsidize the non-residential development. Note: Financial models, financing, and construction costs as well as sources of financing contained in response to the RFP are based upon current market conditions and, accordingly, may increase or decrease based upon future market conditions. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 162 EXHIBIT "A" 4.4.c PRO FORMA 15 YEAR- CASHFLOWANALYSIS INCOME YRI YR2 YR3 YR4 YR5 YR6 YR7 VR8 YR9 YR10 YR11 VR12 VR13 YR14 YR15 Gross Rental Income 3,906,396 3,984,524 4,064,214 4,145,499 4,228,409 4,312,977 4,399,236 4,487,221 4,576,966 4,668,505 4,761,875 4,857,112 4,954,255 5,053,340 5,154,407 Other Income 287,300 293,046 298,907 304,885 310,983 317,202 323,546 330,017 336,618 343,350 350,217 357,221 364,366 371,653 379,086 Potential Gross Income 4,193,696 4,277,570 4,363,121 4,450,384 4,539,391 4,630,179 4,722,783 4,817,238 4,913,583 5,011,855 5,112,092 5,214,334 5,318,621 5,424,993 5,533,493 Vacancy (209,685) (213,878) (218,156) (222,519) (226,970) (231,509) (236,139) (240,862) (245,679) (250,593) (255,605) (260,717) (265,931) (271,250) (276,675) Effective Gross Income 3,984,011 4,063,691 4,144,965 4,227,865 4,312,422 4,398,670 4,486,644 4,576,377 4,667,904 4,761,262 4,856,487 4,953,617 5,052,690 5,153,743 5,256,818 EXPENSES Repair & Maintenance 151,300 155,839 160,514 165,330 170,289 175,398 180,660 186,080 191,662 197,412 203,335 209,435 215,718 222,189 228,855 Reconditioning 39,160 40,335 41,545 42,791 44,075 45,397 46,759 48,162 49,607 51,095 52,628 54,207 55,833 57,508 59,233 Payroll 284,800 293,344 302,144 311,209 320,545 330,161 340,066 350,268 360,776 371,599 382,747 394,230 406,057 418,238 430,786 General&Administrative 57,850 59,586 61,373 63,214 65,111 67,064 69,076 71,148 73,283 75,481 77,746 80,078 82,480 84,955 87,503 Marketing&Advertising 35,600 36,668 37,768 38,901 40,068 41,270 42,508 43,784 45,097 46,450 47,843 49,279 50,757 52,280 53,848 Grounds&Landscaping 27,590 28,418 29,270 30,148 31,053 31,984 32,944 33,932 34,950 35,999 37,079 38,191 39,337 40,517 41,732 Building Services 30,260 31,168 32,103 33,066 34,058 35,080 36,132 37,216 38,332 39,482 40,667 41,887 43,144 44,438 45,771 Utilities 111,250 114,588 118,025 121,566 125,213 128,969 132,838 136,823 140,928 145,156 149,511 153,996 158,616 163,374 168,276 Total Variable Expenses 737,810 759,944 782,743 806,225 830,412 855,324 880,984 907,413 934,636 962,675 991,555 1,021,302 1,051,941 1,083,499 1,116,004 Real Estate Taxes 46,643 48,043 49,484 50,968 52,497 54,072 55,694 57,365 59,086 60,859 62,685 64,565 66,502 68,497 70,552 Insurance 356,000 366,680 377,680 389,011 400,681 412,702 425,083 437,835 450,970 464,499 478,434 492,787 507,571 522,798 538,482 Management Fee 139,440 142,229 145,074 147,975 150,935 153,953 157,033 160,173 163,377 166,644 169,977 173,377 176,844 180,381 183,989 Total Operating Expenses 1,279,894 1,316,896 1,354,981 1,394,179 1,434,525 1,476,051 1,518,793 1,562,787 1,608,069 1,654,677 1,702,651 1,752,031 1,802,858 1,855,175 1,909,027 Capital Reserves 44,500 44,500 44,500 44,500 44,500 44,500 44,500 44,500 44,500 44,500 44,500 44,500 44,500 44,500 44,500 Total Expenses 1,324,394 1,361,396 1,399,481 1,438,679 1,479,025 1,520,551 1,563,293 1,607,287 1,652,569 1,699,177 1,747,151 1,7,36,531 1,847,358 1,899,675 1,953,527 Net Operating Income 2,659,618 2,702,295 2,745,485 2,789,185 2,833,397 2,878,119 2,923,350 2,969,090 3,015,335 3,062,085 3,109,337 3,157,087 3,205,332 3,254,068 3,303,292 Debt Service (2,309,565) (2,309,565) (2,309,565) (2,309,565) (2,309,565) (2,309,565) (2,309,565) (2,309,565) (2,309,565) (2,309,565) (2,309,565) (2,309,565) (2,309,565) (2,309,565) (2,309,565) Cash Flow Atter Debt 350,053 392,731 435,920 479,621 523,832 568,554 613,786 659,525 705,771 752,521 799,772 847,522 895,767 944,504 993,727 Assumptions: Gross Rental Income - 60%-120%AMI based on 2024 Income limits & rent limits (HUD release: 4/2/2024), minus estimated utility allowance for all qualified units. Other Income - Retail tenant rent, parking fees, pet fees, etc. Vacancy - 5% Management Fee - 3.5% of gross income Capital Reserves - $250 per unit/yr Debt Service - 6.25% interest, 40 year amortization Note: OUR LONG-TERM COMMITMENT TO KEEP THE AFFORDABLE AND WORKFORCE UNITS RENT RESTRICTED SHALL BE INCORPORATED IN A LURA (LAND USE RESTRICTIONAGREEMENT) FOR A MINIMUM OF 30 YEARS. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 163 EXHIBIT "A" 4.4.c EVIDENCE OF FINANCING Community Capital May 15, 2024 Coral Rock Development Group 2800 Ponce de Leon Blvd. Suite 1160 Coral Gables, FL 33134 ATTN; Michael Wohl Re: Letter of Interest SOUL of Overtown Apartments — Miami, Miami -Dade County, Florida Dear Mr. Wohl: Citibank, N.A. ("CITI'") understands that Coral Rock St. Agnes Partners, LLC ("Coral Rock") intends to submit an application to the City of Miami for General Obligation Bond (GOB) funds to be used in conjunction with a tax-exempt loan to fund the construction ofa 178-unit affordable multifamily housing property in Miami, Miami - Dade County, FL (die "Project"). CITI may be interested in arranginga tax-exempt construction to permanent loan (see attached Term Sheet, "Exhibit A"), This letter is not intended to be, and shall not constitute, a commitment to lend, syndicate a financing, underwrite or purchase securities, commit capital, or provide or arrange any portion of the financing for the Project. Such obligations would arise only under separate written agreements acceptable to CITI in its sole discretion. Furthermore, any such commitments would be subject to, among other things, (a) the satisfactory completion of CITI's customary due diligence review; (b) approval by CITI internal committees; (c) the receipt of any necessary governmental, contractual and regulatory consents or approvals in connection with the Project and the related financing; (d) the negotiation and documentation of the financing referred to above, including the terms and conditions of the financing, in form and substance satisfactory to C1TI and its counsel; and (e) there not having occurred any disruption of or change in financial, banking or capital market conditions that, in CITI's judgment, could make it inadvisable or impractical to proceed with any portion of the financing of the Project. Neither CITI nor any of its affiliates shall have any liability (whether direct or indirect, or in contract, toit or otherwise) to Coral Rock, the Project or any other person, claiming through Coral Rock or the Project, as the case may be, for or in connection with the delivery of this letter. In connection with this transaction, CITI will be acting solely as a principal and not as your agent, advisor or fiduciary. CITI has not assumed a fiduciary responsibility with respect to this transaction, and nothing in this transaction or in any prior relationship between you and CITI will be deemed to create an advisory, fiduciary or agency relationship between us in respect of this transaction. You should consider carefully whether you would like to engage an independent advisor to represent or otherwise advise you in connection with this transaction, if you have not already done so. Very truly yours, CITIBANK, N.A. 4D Adam Hurwitz Authorized Signatory Attachment - Exhibit A Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 164 EXHIBIT "A" 4.4.c EVIDENCE OF FINANCING Community Capital EXHIBIT A TERM SHEET cffi Multifamily Rental Developments with Rent Restrictions New Construction and/or Substantial Rehabilitation and/or Term Mortgages Tax -Exempt "Back -to -Back" Loan Structure SOUL of Ovvrtown Apartments May I5, 2024 NOTE: This Tenn Sheet constitutes a brief summary of certain, but not all, transaction terms and conditions for discussion purposes only. The summary that follows is subject to credit appmval and does not constitute an offer or commitment. In connection with this Term Sheet. CITI will be acting solely as a principal and not as your agent, advisor or fiduciary. CITI has not assumed a fiduciary responsibility with respect to this Tcrm Sheet, and nothing in this transaction or in any prior relationship between you and CITI will be deemed to create an advisory, fiduciary or agency relationship between us in respect of this Term Sheet. You should consider carefully whether you would like to engage an independent advisor to represent or otherwise advise you in connection with this Term Sheet, if you have not already done so. This Term Sheet is an integral part of, and establishes terns, conditions and requirements of, a Letter of Interest dated May 15, 2024, to which it is annexed. PRELIMINARY LOAN TERMS Transaction Summary: CITIBANK, N.A. ("CITI")proposes to arrange a tax-exempt construct ion/perm anen t ban to the Housing Finance Authority of Miami -Dade County (the "Governmental Lender). The proceeds of the Loan to GavemmcntalLender sha ll fund an interim construction ban converting into a permanentmango geban (Tax-exemptLaan")byGovernmental Lender to the Borrower for the Property described below_ If required by Governmental Lender, a fiscal agent ("Fiscal Agent") will be appointed and will be responsible for following the teams of the Tax-exempt Loan documents and administering funds held under the Construction Funding Agreement. Property: The Tax-exempt Loan will have two distinct phases: (1) Construction Phase - an initial phase during which funds will be advanced to Governmental Lender and loaned to Borrower (directly or through a Fiscal Agent, at. Govemmenta!Lender's discretion) on a "draw -down" basis. Payments on the Tax-exempt Loan during the Interim Phase will be interest only. (2) Permanent Phase - a subsequent phase when, upon completion of construction and achievementofstabilized operations, no additional funds will be ava ilablr to Borrower. Payments during the Permanent Phase will include principal reduction payments as well as interest. A to -be -constructed muhifamily project containing 178 units located in Miami, Fbrida. The property is commonly referred to as"SOUL ofOvertownApartments" ("Property"). Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 165 EXHIBIT "A" 4.4.c EVIDENCE OF FINANCING Term Sheet - CITI Tax -Exempt "Back -to -Bark" ConStructinn-Perm Loan SOUL at amniawn Apartments, Miami, Miami -Dade Counts, FL May IS, 2024 Page 2 Set -Asides: 71 of the units are reserved for individuals or families whose income is no greater than 60% of Area Median Income ("AMI") 12 of the units are reserved for individuals or families whose income is no greater than 80% of AMI, 77 of the units are reserved for individuals or families whose income is no greater than 100%ofAM1,and 18ofthe units are reserved for individua Is or families whose income is no Area ter than 120% of AMI. Applicant: Coral Rock Development Group Borrower: LIHTC Investor/ Syndicator: Guarantor(s): Subordinate Debt: Loan Security: Construction Phase Recourse Guarantees: Cora I Rock St. Agnes Pa rtners,LLC. Nevertheless, a single asset entity whose manager or general partner is the Applicant or an a ffhate of Applicant. Borrower entity, its consign= entities and its partnership or operating agreement must be acceptable to CITI in all respects. If applicable, the Low -Income Housing Tax Credit ("LII-ITC") Investor/Syndicator, the upper tier investor(s) and the terms and conditions of the operating (or partnership) agreement must be acceptable to CITI in a 11 respects including, particularly, the rim ingand conditions to funding capital contributions. The timing of the funding of capital contributions into the Transaction must follow a schedule that will allow for a mininum of 50% of the Equity being contributed by completion of construction. Michael Wohl, Coral Rock Development Group and/or other individuals) or corporate entity acceptable to CITI in all respects. The Gua rantor(s)' financial condition(s) must be acceptable to CITI in all respects, The sources of subordinate debt and the subordinate loan documents must be acceptable to CITI in a ll respects. All subordinate debt must fund priori° Loan funding unless C I TI approves other arrangements. Subordinate Debt will be subject to CITI's Subordination Agreement, which in addition to other provisions, requires that Subordinate Debt only be paid from 75% ofavarlablc cash flow. First lien on land and any improvements, UCC filings for fixtures; assignment of all leases and rents; and,a lust priority collateral assignment of all contracts, management agreements, and otheragreements a nd allperm its relating to the Property_ lithe Property is subject to a ground lease, the ground lease must be subordinate to CITI's lien position unless the fee is owned by a government agency to ensure long -tens affordability. All income and rent restrictions will be subordinate to the C1TI security instrument. The provisions of the ground lease must be acceptable to CITI in all respects and approved by CITI in its sole discretion_ Prior to conversion of the Tax-exempt Loan to the Permanent Phase (described below), the Tax-exempt Loan will be fully recourse to the Borrower and to the Guarantor(s) and Completion and Repayment Guarantees are required from the Borrower and the. Guamntor(s)_ Guarantees, Permanent Phase: None, except for industry standard carve outs ("Carve Outs"). Carve (hits include guarantees against fraud, misrepresentation, bankruptcy and environmental issues. Indemnity for Loss of Tax Exclusion In connection with having the Tax -Exempt Loan structured as a drawdown ban, the Guarantor will be required to indemnify CITI and Governmental Lender for any losses resulting from any ofthe undtawn amounts of theTax-Exempt Loaa being deemed taxable. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 166 EXHIBIT "A" 4.4.c EVIDENCE OF FINANCING Term Sheet - CITI Tax -Exempt "Bark -to -Bark" ConStrun o,,-Prins Loan SOUL at amniawn Apartments, Miami, Miami -Dade County, FL May IS, 2024 Page 3 Environmental Indemnity: Closing: Borrower and Gua rantor(s) will be liable for CITI's standard environmental indemnity. Closing is subject to Lull satisfaction of CITI'sstandard due diligence, underwriting and credit approval processes. arid the execution and delivery of a ll required loan documents, delivery of opinions, payment of fees and other customary requirements. Closing Date (est.): March 2026. CONSTRUCTION PHASE Construction Phase Loan Amount: An amount, currently estimated to be S40,857,995 but in any event, an amount not to exceed 80% of costs budgeted for the Construction Phase. Term: 30 months, plus two 6-month extensions. Fees for the extension(s) are indicated below under"Fees & Expenses." Construction Phase Interest Rate: A variable rate currently estimated at 7.50%. Interest Day Count: AetuaV360 Interest Reserve: Availability: Loan in Balance: Calcula red a t the Construction Phase Interest Rate noted above, plus a cushion a cceptabk to CITI at time of fina 1 credit approval. Currently, CITI is underwriting with a cushion of 0.75%. The Interest Reserve will be sized based on an analysis of the projected draw schedule for the Tax-exempt Loan during the Construction Phase. Tax-exempt Loan proceeds will be adva nced to Borrower on a "draw down" basis upon receipt of a written request from Borrower, supported by documentation acceptabk to CITI. Borrower will be required to submita loan budget worksheet with each draw request trackingall Property sources and uses of funds, Draw requests limited to one per month. The Tax-exempt Loan must remain "in balance" during the Construction Phase. "In balance" means that (1) the funds available during the Construction Phase (from the Loan and all other debt and equity sources) are sufficient to complete the construction or rehabilitation of the Property and all other expenses reasonably expected to be necessity to achieve the conditions for conversion of the Ta x-exempt Loanto the Permanent Phase; and (2) the sources available at Conversion are sufficient to pay down the Construction Phase Loan Amount to the Penns nent Phase Loan Amount, along with any otherfund 'og requirements for Conversion. Amortization: None. Payments on the Tax-exempt Loan during the Construction Phase will be interest only. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 167 EXHIBIT "A" 4.4.c EVIDENCE OF FINANCING Term Sheet - CITI Tax -Exempt "Back -to -Back" Constrao on -Perm Loan SOUL al Osiertown itpai men's,. Miami, Miami -Dade Camay, FL May 15, 2024 Page 4 Prepayment and Yield Maintenance: Voluntary prepayment of Tax-exempt Loan principal amounts during the Construction Phase, including those asa result ore Borrowerdefault. may be made without prepayment fee or penalty unless the Construction Phase Loan Amount is reduced to less than the Permanent Phase Loan Amount (as defined below). If the prepayment reduces the Tax-exempt Loan amount to an amount less than the Permanent Phase Loan Amount, the Borrower shall pay the greater of: (i) I% of the amount of the Tax-exempt Loan prepaid below 100% of the Permanent Phase Loan Amount; or (ii) CITI's standard yield maintenance amour on the amount of the Tax- exempt Loan prepaid below 100% of the Permanent Phase Loan Amount_ In the event that a Tax-exempt Loan prepayment resulting from a Tax-exempt Lean resizing, as detennined by CITI in its sole discretion, reduces the Tax-exempt Loan amount to an amount less than the Permanent Phase Loan Amount, the Borrower shall pay the greater of: (i) 1% of the amount of the Tax-exempt Loan prepaid below 90% of the Permanent Phase Loan Amount; or (ii) CITI's standard yield maintenance amount on the amount of the Tax-exempt Loan prepaid below 90%of the Perma neat Phase Loan Amount. Notwithstanding any of the above, in the event the amount of such prepayment would cause the Tax-exempt Loan amount to fall below 50% of the Permanent Phase Loan Amount, the Borrower shall he required to repay the Tax-exempt Loan in full plus the greater of` (i) 1% of the amount of the Tax-exempt Loan repaid below 90% of the Permanent Phase Loan Amount; or (ii) CIll's standard yield maintenance amotmt on the amount of the Tax-exempt Loan repaid below 90% of the Permanent Phase Loan Amount. If Borrower prepays Tax-exempt Loan principal amounts through the applicalion of insura nee proceeds ora condemnation award, no prepayment fee shall be payable to CITL Budget and Contingencies: The budget for the Construction Phase, including all budget litre items, is subject to CITI approval. The budget shall include a hard cost contingency of no less than 5% of budgeted hard costs for new construction projects and no less than 10% of budgeted hard costs for rehabilitation projects. The budget shall include a soft cost contingency of no less than 5% of budgeted soft costs, excluding 1) soft costs incurred prior to or in connection with closing; 2) interest reserve and bank fees; 3) capitalized operating reserve deposits and other costs that may be due in connection with Conversion for which specific sources are identified; and 4) developer fees. General Contractor and Bonding Requirements: The general contractor and the construction con tract mustbe acceptable to CITI. CITIwill require payment and performance bonds equal to 100% of the construction contract amount. Surety issuing bonds must have an A.M. Best rating of "AIVIII" or better and must be acceptable to CITI in a 11 other respects. In lieu of bonds, CITI will accept a letter of credit ("LC") equalto 10% of the hard cost budget. LC provider must be rated "BBB" or better. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 168 EXHIBIT "A" 4.4.c EVIDENCE OF FINANCING Term Sheet - CITI Tax -Exempt "Back -to -Back" Canstrur6on-Perm Loan SOUL at °vertuwn Apartments, Miami, Miami -Dade Counts, FL May 25, 2024 Page 5 Retainage: PERMANENT PHASE Permanent Phase Loan Amount: Construction contract will provide fora minimum retainage of 10% of each constructs n pay application until "substantial completion' (as defined in the Loan documents). Retainage percentage amounts can be revised. upon review andapproval by CITI, at CITI's sole discretion, but only down to a minimum of 10% until 50% completion and then 0% retention withheld thereafter. No release of retainage is permitted for achieving 50% completion. All retained amounts will be released upon final, lien -free completion of construction, as approved by CITI. The estima ted PermanentPhase Loan Amount iscurrently estunaled to be in the maxinunt a mount o f S33,900,000 or such other loanamount supparledby CITI's underwriting of the Property at the time of Conversion in accordance with CITI's underwriting requirements including those listed below. Maturity Date: Anticipated nom inal m aturity date of 33.5 years following the Closing Date, subject to any Governmental Lender restrictions. Mandatory Prepayment Term: At the end of the 18.5th year following the Closing Date, mandatory prepayment of the Tax-exempt Loan will be required in full. Amortization: Lock -out Period: Yield Maintenance Period: Permanent Phase Interest Rate: 40 years From the Conversion Date until the 10'h anniversary of the Conversion Date. From Closing until 6 months prior to the end of the Permanent Phase. A fixed rate equal to 6.25%. Pricing is based on current market conditions and is subject to change. The rate will be committed at the time of closing of the Construction Phase financing. If the Conversion to the Pernanent Pha se does not occur on orbef ore month 30 following Closing, 0.05%will be added to the above quoted ra le for eachas-of-right 6-monthperia i past the initia130-month period in which Conversion occurs. Interest Day Count: Actuali360 Conversion to Permanent Phase Requirements: Conversion requirements include completion of construction and 90% physical occupancy of Project for three consecutive calendar months. CITI will review the Property's net operating income to determine the maximum Permanent Phase Loan Amount based on the Debt Service Coverage and Loan -to -Value noted below. Debt Service Coverage: A minimum of 1.20 to 1.00. Loan -to -Value: 85% of market value,based on restricted rents and inclusive of value of permanent below market futancing (if applicable), assuming project rents on 80% or more of the units we discounted to a level a t least 10% below market. Otherwise, 80%. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 169 EXHIBIT "A" 4.4.c EVIDENCE OF FINANCING Term Sheet - CITI Tax -Exempt "Back -to -Back" Consa•a06011-Perm Loan SOUL at Overtown Apartments, Miami, Miami -Dade Comity, FL May 25, 2024 Page 6 Replacement Reserve: Repairs Escrow: Taxes and Insurance: Other Conversion Requirements: OTHER Appraisal, Environmental, Plan/Cost Reviews: Property 'Tax Abatements, Incentives: Developer Fcc: FEES & EXPENSES Application Fee: Origination Fee: Upon Conversion, Borrower will be required to fund a Replacement Reserve forea ch of the first five years following Conversion in a minimum amount of $250/unit/year far new construction projects or, for renovation projects, in an amount detemrined by a Physical Needs Assessment acceptable to CITI, but in a minimum amount of $300/unit/year. For each successive five-year period thereafter until Tax-exempt Loan maturity, the Replacement Reserve level will be determined by a new Physical Needs Assessment acceptable to Citi. CITI may require immediaterepa its following delivery of the post construction Final PNA, All immediate repairs sha II be funded at s rate of 150% of the estimated cost established by the PNA and reviewed and approved byCITI. Any amount remaining in the Repair Escrow after all reps irs have been completed may be deposited into the Replacement Reserve or returned to Borrower, at Borrower's election. Commencing upon Conversion, real estate taxes and insurance premiums must be escrowed with the Tax-exempt Loan servicer ("Servicer') on a monthly prorated bass in an amount sufficient to enable the Servicer to pay (at least 30 days before due) all taxes, assessments, insurance premiums or other simila r charges a ffectiag the Property. As may be required by Governmental Lender and/or permanent credit enhancer. Appraisal and Plan/Cost Review reports will be commissioned and reviewed by CHI. CITI may rely upon en v imn mental reports commissioned by Bomowerif report is current (within 12 months) and CITI has been provided evidence of acceptable E&O insurance coverage carried by Borrower's environmental consultant and a reliance letter in foam acceptable to CITI. Otherwise, CITI will commission its own environmental report. Appraisa L environmental and plankost reviews must he acceptable to CITI in all respects All documentation related to any tax abatement or lax incentives must be acceptable to CITI in all respects. Any developer fee paid prior to conversion to the Permanent Phase shall be pre -approved by CITI in its sole discretion. $25,000, which a mount sha ll be non-refundable and due and payable upon acceptance of a Loan Application. This fee is applicable toward third party reports, loa n underwriting and processing (in the minimum a mountof $5,000), and CITI's in ilia l legs 1 fees. Applicant is responsible for the payment of all reasonable costs incurred in connection with the underwriting, processing and/or closing of the Tax-exempt Loan (including CITI legal. fees). A non-refundable Origination Fee equalto 1.00%of the Construction Phase LoanAmount ("Origination Fee"). The Origination fee shallbe earned in full by CITI upon the closing of the Loan and is due and payable a t thattime. The Origination Fee will be applied towards CITI's costs of providing this financing. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 170 EXHIBIT "A" 4.4.c EVIDENCE OF FINANCING Term Sheet -CITI Tax -Exempt "Back -to -Back" Construction -Perm Loan SOUL of Osiersown Aporrmenfs, Miami, Miami -Dade County, FL May IS, 2024 Page 7 CITI Legal Fees (est): Course of Construction Inspections (est): Construction Term Extension Fee: Conversion Fee and Expenses: Other Costs: Term Sheet Rate Lock: Term Sheet Expiration Date: Estimated fees ofCITI'acounsel for the initial closing are to he determined and assumes no significant negotiation over ClI 's form documents. A portion of the Application Fee will be applied to initial CITI counsel fees. Applicant agrees to make a supplemental deposit to cover ClTl's counsel fees once the drafing of legaldocum entation commences, if requested. Fees of CITI's counsel for work associated with conversion ofthe Tax-exempt Loan to the Permanent Phase are to be determined. $TDDlmonthly report. See "Permanent Phase Interest Rate" section. A Conversion fee equal to $ 0,000 will be charged by CITI. Other expenses, including insurance review, site inspection and loan serviccrset-up fees are estimated to be $7,500. Applicant is responsible for costs of survey, title insurance policy, hazard insurance policy, tax escrow fee and all other normal and customary loan closing expenses. No earlier than 5 business days prior to Closing. Rate lock must occur on orbefote 150 days following the date of the Application. May 29, 2024, unless attached to a signed Preliminary Application letter received by CI'U on or before May 29, 2024, along with the Application Fee, in which case 150 days following the date of the Preliminary Application. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 171 EXHIBIT "A" 4.4.c EVIDENCE OF FINANCING Term Sheet - CITI Tax -Exempt "Back -to -Bark" ConStrun o,,-Perm Loan SOUL at O'ertown Apartments, Miami, Miami -Dade County, FL May IS, 2024 Page Any terms set forth herein are intended for discussion purposes only and are subject to the final terms as set forth in separate definitive written agreements. This Term Sheet is not a commitment to lend, syndicate a financing, underwrite or purchase securities, or commit capital nor does it obligate us to enter into such a commitment, nor are we acting as a fiduciary to you. By accepting this presentation,subject to applicable Law or regulation, you agree to keep confidential the existence of and proposed terms for any transaction contemplated hereby (a "Transaction"). The provision of information in this Term Sheet is not based on your ind iv id ualcircumsta nces and should not be relied upon asan assessment of suitability for you of a particular product or transaction. Even if CITI possesses infonnatioa as to your objectives in relation to any transaction, series of transactions or tra ding strategy, this will not be deemed sufficient for any assessment of suitability for you of any transaction, series of transactions or trading strategy, This Term Sheet is provided for infomia tion purposcsand is intended for your use only. Except in those jurisdictions where it is impermissible to make such a statement, CITI hereby informs you that this Tenn Sheet should not be considered as a solicitation or offer to sell or purchase any securities or other fma ncialproducts. This Term Sheet does not constitute investment advice and does not purport to identify all risks or material considerations which should be considered when undertaking a transaction. CITI makesno recommendation a s to the suitability of any of the products or transactions mentioned. Any trading or investment decisions you take are in reliance on your own analysis and judgment andlor that of your advisors and not in reliance on us. CITI often acts as (t) a market maker, (ii) an issuer of financial instruments and other products: and (iii) trades as principal in many different financial instruments a nd other products, and can be expected to perform or seek to perform investment banking and other services for the issuer of such financial instruments or other products_ The authorof this Term Sheet may have discussed the information contained herein with others within or outside CITI and the author and/or such other Citi personnel may have already acted on the basis of this information (including by trading for CITI's proprietary accounts or communicating the information contained herein to other customers of CITt). CITI, CITI's personnel (including those with whom the aurhormayhave consulted in the preparation of this Term Sheet), and other customers of CITI may be long or short the fmancia 1 instruments or other products referred to in this Term Sheet, may have acquired such positions at prices and ma rket conditions tha t are no longer ava ilable, and ma y have interests different from or a dversc to your interests. CITI is required to obtain, verify and record certain information tha t identifies each entity that enters into a formal business relationship with CITI. CITlwilt ask foryour complete na me, street address, and taxpayer ID number. CITI may also request corporate formation documents, or other forms of identification, to verify information provided. Although Citibank, N.A. (together with its subsidiaries and branches worldwide, "Citibank") is an affiliate of C1T1, you should be aware tha t none of the financial instruments or other products mentioned in this term sheet (unless expressly stated otherwise) are (i) insured by the Federal Deposit Insurance Corporation or any other governmental authority, or(ii) deposits or other obliga irons of, or guaranteed by, Citibank or any other insured depository institution. IRS Circular 230 Disclosure: CITI and its employees arenot in the business of providing, and do not provide, tax or lega 1 advice to any taxpayer outside of CITI. Any statements in this term sheet regarding tax ma tters were not intended or written to be used, and cannot be used or relied upon, by any taxpayer for the purpose of a voiding tax penalties. Any such taxpayer should seek advice based on the taxpayer sparticular circumstances from an independent tax advisor. 4D 2624 Citigroup Global Markets Inc.Member SLPC. Alt rights reserved Citi and Arc [design are trademarks and service marks of Citigroup tie or its affiliates and are used and registered throughout the world. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 172 EXHIBIT "A" 4.4.c EVIDENCE OF FINANCING Berkshire Hathaway Group of Companies AFFORDABLE HOUSING PARTNERS, INC. May 13, 2024 Mr. Michael Wohl Coral Rock Development Group 2800 Ponce de Leon Blvd, Suite 1160 Coral Gables, FL 33134 Re: Purchase Low Income Housing Tax Credits ("LIHTC") 178 Units Soul of Overtown Apartments - Miami, FL Dear Mr. Wohl: Robert B. Johnston Senior Vice President, Acquisitions rjohnstonPberkahp.com (972) 342-6621 Thank you for providing Affordable Housing Partners, Inc. ("AHP") with the opportunity to work with Coral Rock Development Group in the overall development of Soul of Overtown Apartments (the "Apartment Complex"). As you are aware AHP, which is a member of the Berkshire Hathaway group of companies, is the direct LIHTC investor, and as such does not rely upon the terms, availability and/or return requirements of an unaffiliated third -party upper tier investor. The purpose of this letter is to set forth certain business terms to be included in an Operating Agreement by and between AHP or its affiliate (the "Investor Member") and Coral Rock St. Agnes Holdings, LLC (the "Managing Member"). The Investor Member would be admitted to Coral Rock St. Agnes Partners, LLC (the "Company") as a substitute investor member and the investor members of the Company would withdraw, all as specified in an amended Operating Agreement for the Company (the "Amended Operating Agreement"). Pursuant to the Amended Operating Agreement, the Investor Member would contribute to the capital of the Company the sum of $13,856,280, which equates to $0.90 per LIHTC estimated in paragraph 3.3 below, in the manner set forth in paragraph 1 of this letter and would acquire a 99.99% investment member interest (referred to hereinafter as the "Acquired Interest") in the Company. The Managing Member shall remain as the Managing Member of the Company. 1. Capital Contribution. The Investor Member would contribute to the capital of the Company the sum of $13,856,280 (the "Capital Contribution") for the Acquired Interest as follows: 1.1 First Capital Contribution $2,771,256 concurrently with closing ("Closing") of the Amended Operating Agreement and may be funded pari passu with the anticipated construction financing. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 173 EXHIBIT "A" EVIDENCE OF FINANCING Soul of Overtown Apartments May 13, 2024 Page 2 of 4 1.2 Second Capital Contribution $3,464,070 upon (a) substantial completion of the Apartment Complex, (b) issuance of final certificates of occupancy, and (c) such other standard terms as set forth in AHP's standard form Operating Agreements. 1.3 Third Capital Contribution $7,120,954 upon (a) the achievement of initial occupancy of all LIHTC units, (b) receipt of an audited cost certification of eligible basis, and (c) such other standard terms as set forth in AHP's standard form Operating Agreements. 1.4 Fourth Capital Contribution $500,000 upon (a) commencement of amortization of the permanent loan, (b) receipt of Form(s) 8609 for the entire Apartment Complex, and (d) such other standard terms as set forth in AHP's standard form Operating Agreements. 2. Representations and Warranties. The Amended Operating Agreement, and related documents would contain the customary representations and warranties required by the Investor Member, which would survive the Closing, including warranties of title, absence of defaults, litigation, liens and undisclosed liabilities, existence of insurance, full compliance with applicable laws including state and federal securities laws, regulatory agreements, environmental regulations and requirements, defect -free construction of the Apartment Complex, authority of the Managing Member, financial statements of the Managing Member, full disclosure to the Investor Member, and the receipt of a credit allocation from the appropriate governmental agency. 3. Additional Terms. The Amended Operating Agreement would also include the provisions substantially like the following: 3.1 Operations. The Managing Member shall cause the Company to operate the Apartment Complex in the ordinary course of business and in such a manner that the Apartment Complex shall be eligible to receive low-income housing tax credits pursuant to Internal Revenue Code Section 42 ("Tax Credits") as provided herein and remain in compliance, pursuant to applicable rules. 3.2 Transaction Expenses. The Managing Member shall be responsible for the following expenses of this transaction: a. title insurance policies or endorsements to the existing title insurance policies updating the insurance coverage and, if necessary, increasing the amount of same to the full amount of the appraised value for the Apartment Complex; and b. legal fees and expenses of the Managing Member and the Company, including any fees and expenses incurred in connection with obtaining any governmental agency approval and the credit allocation. 3.3 Credit Allocation. Prior to the Closing, the Managing Member shall obtain evidence that the Company will receive Tax Credits in the amount of at least $15,397,406 based on the assumption that 40% of the available units are Low -Income and that 40% of the prospective tenants will comply with the tests promulgated under Code Section 42(g). If the actual amount of Tax Credits available to the Investor Member is reduced, the Capital Contributions of the Investor Member will be reduced. 3.4 Opinion of Counsel. The Managing Member shall deliver at the Closing an opinion of counsel concerning customary tax, Company, real property and compliance matters in the 4.4.c Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 174 EXHIBIT "A" EVIDENCE OF FINANCING Soul of Overtown Apartments May 13, 2024 Page 3 of 4 form requested by the Investor Member, including, but not limited to, the availability of the Tax Credits. 3.5 Management. The property manager shall certify annually that the Apartment Complex and its tenants are in compliance with all Tax Credit regulations and requirements. If the property manager is an affiliate of the Managing Member, the property manager will accrue the management fee to the extent necessary at any time to prevent a default under the construction loan and/or mortgage loan. 3.6 Title Insurance. At the Closing, the Managing Member shall deliver to the Investor Member a fee title insurance policy, obtained at the Managing Member's expense, insuring the Company's ownership of the amount of the replacement cost of the Apartment Complex (which amount shall not be Tess than the aggregate of the principal amount of the Mortgage Loan and the Capital Contributions of the Managing Member and the Investor Member), subject only to permitted encumbrances and such other matters consented to in writing by the Investor Member. 4. Certain Obligations of the Managing Member. The Managing Member and its principals will provide the Investor Member customary guarantees set forth in AHP's standard form Operating Agreement. 5. Asset Management Fee. The Company would pay, as an operational expense of the Company, an asset management fee of $7,500 to AHP Affordable Housing Partners, Inc. (or to such other entity as the Investor Member shall designate), for an annual review of the operations of the Company and the Apartment Complex. Such fee would accrue beginning with the commencement of leasing or marketing activity for the Apartment Complex. 6. Permanent Financing. The Investor Member has assumed that the Apartment Complex will be financed with a first lien mortgage loan with the following terms: (i) principal amount $33,900,000, but in no event shall the amount of the Mortgage Loan result in aggregate debt service coverage ratio being less than one hundred fifteen percent (115%), as determined by the Investor Member in its good faith discretion; (ii) the rate of interest shall be a fixed market interest rate for comparable loans; (iii) the Mortgage Loan shall be nonrecourse to the Company and the Managing Member; (iv) the Mortgage Loan shall amortize on a 30-year payment schedule; (v) the maturity date of the Mortgage Loan will be not less than fifteen (15) years from the date of closing of the Mortgage Loan; and (vi) the Mortgage Loan documents shall contain such other terms as may be consented to by the Investor Member. 7. Insurance. The Managing Member would cause the Company to obtain (i) Commercial General Liability insurance, (b) automobile liability insurance, (c) worker's compensation insurance meeting statutory limits, (d) Builder's Risk insurance, (e) property damage insurance and (f) such other insurance and terms as AHP require as set forth in AHP's standard form Operating Agreement. 8. Replacement Reserves. Annual amount of at least $250 per unit per year to be increased annually by three percent (3%) from revenues of the Apartment Complex. 9. Investor Members Due Diligence and Legal Fees. AHP will charge a fee to cover its due diligence costs as well as Company legal expenses of $75,000, which will be payable at initial Company closing. 4.4.c Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 175 EXHIBIT "A" EVIDENCE OF FINANCING Soul of Overtown Apartments May 13, 2024 Page 4 of 4 10. Conditions to Execution of Amended Operating Agreement. The Investor Member's obligation to execute the Amended Operating Agreement will be conditioned upon completion of its normal due diligence review and, after such review is completed, the approval of the Investor Member's investment committee, in its sole and absolute discretion. In connection with its due diligence, the Managing Member agrees to provide the Investor Member and its representatives full access to the Apartment Complex and its records. Please indicate your agreement and acceptance of the foregoing by signing the enclosed copy of this letter and returning it to the undersigned. Sincerely, AFFORDABLE HOUSING PARTNERS, INC. a Delaware Corporation By: Robert Jo ton Senior Vise President cc: Mike Fo ler Agreed and Ac pted: Coral Rock St. Agnes Partners, LLC A Florida limited liability company By: Coral Rock St. Agnes Holdings, LLC Its: Managing Member By: Its: r Manager 4.4.c Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 176 EXHIBIT "A" 4.4.c OUALI FICATIONS AND EXPERIENCE Packet Pg. 177 EXHIBIT "A" 4.4.c PROPOSER'S QUALIFICATIONS Coral Rock St. Agnes is a single purpose entity controlled by Coral Rock Development Group ("CDRG") and St. Agnes Church Community Development Corporation ("SACCDC"). CRDG has been in existence since 2018 and has nine employees. The principal partners of CRDG are Michael Wohl, Stephen Blumenthal, Victor Brown, and David Brown. Amalgamating their talents, they bring a combined 125 years of successful development experience evidenced by over 10 million square feet of commercial properties and over 10,000 residential units covering an array of endeavors including mixed -use projects, shopping centers, self -storage facilities, industrial warehouses, residential apartments, and townhomes. Importantly, CRDG partner Michael Wohl brings proven expertise in the development of affordable housing, having built more than 75 affordable and workforce developments in 3 states, with 27 of those being located in Miami -Dade County. CRDG is currently developing four affordable mixed -use, mixed income projects in Miami as part of its portfolio of work. St. Agnes Church Community Development Corporation (SACCDC) is a not -for -profit organization that fosters educational, social, and economic development for underserved residents of the Overtown community. Formed in 2015,the SACCDC isthe progeny of the HistoricSaintAgnes Episcopal Church formed by Bahamian - American Immigrants in 1898. Throughout the last 125 years, the St.Agnes Episcopal Church community has been an integral part of the creation and preservation of the rich culture and unique history of Overtown, providing education, housing resources, community engagement, and donations of food and clothing to those in need, especially children and the elderly. Through its partnerships with Overtown Optimist Club, Miami Police SupportTeam, NAMI Miami Dade and the Miami Dade Community Health Council, andTransition Inc., SACCDC has provided an array of information and services to address mental and physical health, reduce homelessness, as well as increase financial literacy and employment opportunities. SACCDC understands that the soul of Overtown - its culture and sense of community - lies in its residents. As such, SACCDC's mission is to sustain, enrich, and uplift the wonderful historic Overtown community. Creating affordable housing options for its lower -income residents is a cornerstone of keeping the soul of Overtown in Overtown. Coral Rock St. Agnes will also be joined by an experienced group of subconsultants, including Behar Font Partners, P.A. as architect, Langan Engineering as civil engineer, Professional Management as property management, KASTConstruction, pre -construction services, and Bilzin Sumberg as legal counsel. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 178 EXHIBIT "A" 4.4.c KEY SUBCONSULTANTS QUALIFICATIONS BEHAR FONT & PARTNERS, P.A., ARCHITECTURE AND DESIGN YEARS IN BUSINESS: 22 NUMBER OF EMPLOYEES: 25 Behar Font is a professional organization dedicated to the practice of architecture, planning, and interior design. Its principals have a combined total of 65 years of architectural experience and, as such, have served as architects and designers for a wide variety of project types. This varied experience includes retail facilities from individual stores to shopping malls, residential facilities from single-family residences to multi -unit complexes, professional office centers, religious architecture, governmental facilities, educational facilities and multi -use complexes. Behar Font offers complete architectural services encompassing feasibility and zoning studies, establishment of environmental performance standards, strategic growth management, land use objectives, economic objectives, programming, master planning, cost estimating, architectural design, construction document preparation, securing of local approvals/permits, as well as contract and construction administration. Their interior design services ranges from space planning to furniture and equipment purchasing. LANGAN ENGINEERING & ENVIRONMENTAL SERVICES, PROJECT ENGINEER YEARS IN BUSINESS: 24 NUMBER OF EMPLOYEES: 1,687 Langan Engineering & Environmental Services ("Langan")was founded in 1970, has 1,687 employees and 40 office locations nationwide. Langan provides an integrated mix of engineering and environmental consulting services in support of land development projects, corporate real estate portfolios, and the energy industry. The company offers a wide of services that include site and civil services, geotechnical services, environmental and energy services, land use planning, environmental compliance services and landscape architecture services, thus enabling clients to get an unmatched combination of technical and practical experience, and responsiveness. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 179 EXHIBIT "A" 4.4.c KEY SUBCONSULTANTS QUALIFICATIONS KAST CONSTRUCTION COMPANY, LLC, PRE -CONSTRUCTION SERVICES YEARS IN BUSINESS: 19 NUMBER OF EMPLOYEES: 474 KAST Construction Company was founded in 2005 and has offices in West Palm Beach, Coral Gables and Tampa. The company offers a full spectrum of construction services including design -build, pre -construction and construction services.The firm has constructed over 13,000 multifamily rental units, 4,500 condominium units, and 3,000 hospitality units since its founding.According to the Business Journal, in 2020 KAST was the fourth largest general construction by gross billings in South Florida at $523MM. PROFESSIONAL MANAGEMENT INC., PROPERTY MANAGER YEARS IN BUSINESS: 50+ NUMBER OF EMPLOYEES: 313 For over 50 years, Professional Management, Inc. has provided exceptional real estate management services for institutional and private investors throughout the state of Florida. To date, PMI has managed more than 15,000 apartment units, commercial office buildings and, condominiums. They have also been responsible for supervising and implementing over 70 million dollars in apartment renovations involving more than 5,000 units. BILZIN SUMBERG, LEGAL COUNSEL YEARS IN BUSINESS: 23 NUMBER OF EMPLOYEES: 212 Bilzin Sumberg is a commercial law firm counseling clients whose business and legal opportunities and challenges span the United States, Canada, Europe, Latin America, the Middle East, and Asia.The firm's growth has paralleled that of its Miami home base, a region known for its rich cultural, social, and professional diversity. Bilzin Sumberg stands at the center of virtually every major transaction shaping Florida and is at the forefront of the state's most pressing economic issues - from infrastructure, transit and mobility, to affordability and the diversification of the state's economy. Bilzin Sumberg lawyers concentrate on services at the heart of both regional and international commerce, including real estate, land development and government relations, environmental, construction, corporate and securities, finance, joint ventures, domestic and international tax and private wealth planning, antitrust, business litigation, and public -private partnerships. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 180 EXHIBIT "A" 4.4.c ORGANIZATIONAL CHART Coral Rock St. Agnes Partners, LLC (Master Developer) MICHAELWOHL/STEPHEN BLUMENTHAL/ VICTOR BROWN / DAVID BROWN Project Management SARA BARLI HERALD Real Estate/Affordable Housing Law BILZIN SUMBERG DENRICK E. ROLLE Local Community Liason ST. AGNES EPISCOPLA CHURCH CARLOS D. ROLLE, P.E. Project Procurement and Community Liaison PALM CONSTRUCTION AND DESIGN GROUP, INC. JOELFURRER Project Manager YANAMARA PEREZ Comptroller ABII rYTOCOMPLETE THE PROJECT JAVIER FONT Architect Behar Font ANAMARIS TORRES Site Engineer LANGAN ENGINEERING SUNNY ROMERO Property Management Professional Management Inc. KAST CONSTRUCTION Pre -Construction Services Coral Rock St. Agnes and its principals have the financial capacity and resources to undertake large scale development efforts. CRDC is able to meet significant net worth and liquidity requirements due to their very strong financial standing. CRDG and its principals have a proven track record of developing and managing over Five Billion dollars in real estate assets. CRDG is well positioned to guarantee the financial obligations associated with the development of the Project. Moreover, as shown in Proposer's Qualifications, CRDG has an impeccable record of performing their financial commitments and has established excellent banking relationships with numerous banks and financial institutions. CRDG has provided letters of reference from Nothern Trust, Regions Bank, and Synovus indicating their strong interest in participating and their intent to provide financing for the project. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 181 EXHIBIT "A" 4.4.c KEY PERSONNEL CR STEPHEN BLUMENTHAL Principal CQRALROCK DEVELOPMENT GROUP Stephen Blumenthal contributes to CRDG with his vast array of real estate development and financing achievements. During the past 30 years, he has accumulated experience and success with industrial parks, hotels, retail shopping centers, single -tenant retail buildings, and office buildings. Mr. Blumenthal is the President ofJ/S Commercial Realty, Inc., a full service real estate and mortgage brokerage firm. He received his Bachelor and MBA degrees from the University of Florida. Mr. Blumenthal generously contributes his time and resources as a Founder at Baptist Hospital, a Golden Angel atJackson Memorial Hospital, a Young President at Mount Sinai Hospital, a Patron of the Adrienne Arsht Center for the Performing Arts. Additionally, he is a Founder of Children's Resources, and sits on the Foundation Board of The Miami Cancer Institute. sblumenthal@coralrockgroup.com DAVID BROWN Principal David Brown oversees site selection and entitlement operations for CRDG. He brings more than 20 years of experience and success as a co-founder of Budget Mini -Storage and Brown Development Group. He continues to manage and negotiate all aspects of the zoning and platting processes for BDG's various projects throughout Southern and Central Florida. He procures and analyzes market research, demographics, trends and other key metrics to determine project viability, and he has secured development rights of approximately 3 million square feet of commercial and residential property. David began his career as a commercial broker for The Doran Jason Group of Florida where he specialized in industrial properties. He received both a B.S. in Finance and an MBA from the University of Miami, Coral Gables, Florida. David is passionate about community service and animal welfare, and he is involved with several community -based organizations in South Florida. dbrown@coralrockgroup.com Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 182 EXHIBIT "A" 4.4.c KEY PERSONNEL CR VICTOR BROWN Principal CORALROCK DEVELOPMENT GROUP Victor Brown manages loan origination, analysis, underwriting, asset management, and execution of real estate investments and development projects for CRDG. It is a skill set he has mastered over the past 25 years with numerous successful commercial real estate projects in Central and South Florida. Victor co-founded Budget Mini -Storage (BMS) in 1995 and oversaw the construction, financing and day-to-day operations of 18 climate - controlled self -storage facilities encompassing approximately 2 million square feet and employing more than one -hundred personnel. Victor negotiated the lucrative sale of these facilities to Public Storage in 2006. Prior to BMS, Victor formed and operated Groshire Construction Company of South Florida which engaged in reconstruction of residential and commercial projects. He received both a B.S. in Finance & Real Estate and an MBAfrom the University of Miami, Coral Gables, Florida. vbrown@coralrockgroup.com MICHAEL WOHL Principal Mr. Wohl is a Principal of Coral Rock Development Group. He has an in-depth familiarity with real estate and law. He is a second -generation real estate developer, carrying on his family's successful tradition of quality development first started in New York and carried down to South Florida with Mr. Wohl's relocation to the area in 1975. Mr. Wohl had been active in real estate development and management while continuing to practice law until 1990, when he formed his own full -service real estate firm, which has owned and managed over one million square feet of commercial property and 700 apartment units in Florida. He co-founded Pinnacle Housing Group in 1997, twenty years later Pinnacle is recognized as the leading producer of affordable housing in the southeast United States having delivered over 10,000 units in over 70 complexes. Mr. Wohl is also a co-founder of Ascend Properties. Mr. Wohl, has extensive experience in negotiating, documenting and closing acquisitions and sales of residential, industrial and commercial office space. Mr. Wohl is well versed in project financing and leasing and he leads Pinnacle's acquisition and disposition efforts. Mr. Wohl is a recognized industry leader in devising approaches to developing affordable housing in an urban environment. Mr. Wohl is chairman of the distinguished Urban Land Institute's Center for Workforce Housing, which continually works to solve the persistent affordable housing problems in Miami -Dade, Broward and Palm Beach counties. He earned both is B.A. and J.D. degrees at Syracuse University where he serves the University as a Trustee, and is a Licensed Real Estate Broker and Mortgage Broker. mwohl@coralrockgroup.com Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 183 EXHIBIT "A" 4.4.c 1 KEY PERSONNEI cR JOEL FURRER Project Manager CQRALROCK DEVFI OPMENT GROUP Joel Furrer is an Owner's Representative with extensive knowledge in a diverse types of development projects. Joel's role includes the supervision and management of the integral individuals involved in the realization of construction projects which include design teams, engineers, contractors and government officials. In addition to his leadership skills, Joel's responsibilities include timely construction completions, while maintaining the projects within budget. A decade of experience in construction has awarded Joel with the opportunity and to be involved in a wide range of project types — from mixed -use, commercial, and residential — ranging from $6 million to $150 million, fueling his ability to adapt and apply his knowledge within any environment presented. Joe holds a Bachelor of Science in Construction Management Minor in Business Administration from Florida International University. jfurrer@coralrockgroup.com YANAMARA PEREZ Comptroller Yanamara "Yani" joined Coral Rock Development Group in 2020 and is responsible for the accounting and tax reporting of Coral Rock's various projects. Prior to joining Coral Rock, she worked as a Comptroller at Brickell Asset Management, a Miami based aerospace company specializing in the acquisition, lease, and sale of commercial aircrafts, airframes, engines, and parts. Yani has over 19 years of experience from working in public accounting in the audit sector to working in private equity funds, and family offices.Yani received both her graduate and undergraduate degree from Florida International University. yperez@coralrockgroup.com Coral Rock Development Group Contact Information 2800 Ponce de Leon Blvd. Suite 1160 I Coral Gables, FL 33134 info@coralrockgroup.com 1305-270-2228 coralrockgroup.com Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 184 EXHIBIT "A" 4.4.c KEY PERSONNEL Contact Information: 1750 NW 3rd AVE Miami, FL 33136 305.457.9214 drolle@saccdc.org Contact Information: 1801 NW 186 St. Miami, FL 33056 305.457.9214 crolle25@gmail.com ST. AGNES CHURCH COMMUNITY DEVELOPMENT CORPORATION REVEREND DENRICK E. ROLLE Rector of the HistoricSt.Agnes Episcopal Church and Director of St.Agnes Church Community Development Corporation Reverend Denrick E. Rolle is Rector of the Historic St. Agnes Episcopal Church of Miami Located on 1750 NW 3rd Avenue, its origins dating back to 1897. Born and educated in the Bahamas and West Indies, he holds advanced degrees in Philosophy and Theology was from the University of West Indies at Cave Hill, Barbados. Ordained in 2003, he has served at various parishes throughout the islands and was inducted as Rector to St. Agnes in 2015 where he continues to lead the congregation in their support for the Overtown community providing education, housing resources, community engagement and donations of food and clothing to those in need, especially the children and the elderly. Father Rolle has fostered partnerships with various community organizations, including the Optimist Club, Miami Police Support Team, NAMI Miami Dade, the Community Health Council, and Transition, Inc. to provide an array of services for mental and physical health, reduce homelessness, and increase financial literacy and employment opportunities. A recognized spiritual and community leader, Father Rolle lives his responsibility to (in his own words) "get to know the people in the immediate community first, then seek to build them up in every way possible, spiritually, academically, and otherwise." CARLOS D. ROLLE, P.E. Executive Director of St. Agnes Church Community Development Corporation; President Palm Construction and Design Group, Inc., Miami, Florida. Carlos Rolle serves as the Executive Board Director for SACCDC. Alongtime resident of Miami and member of the St. Agnes community, Mr. Rolle obtained a B.S. in Civil Engineering from Florida International University in 1994. He is a certified Professional Engineer and a Certified General Contractor in the state of Florida, and an EPA Certified Lead Renovator. He is also the President and Owner of Palm Construction and Design Group, Inc., a Miami -based company with over 25 years of experience in engineering design and construction of municipal and private engineering projects. Recognized by the City of Miami for its instrumental involvement in city construction projects, Palm Construction and Carlos Rolle have managed projects involving aviation (Miami International Airport), commercial, residential, industrial, mixed -use and environmental concerns. Importantly, a substantial number of these projects are affordable housing in Miami -Dade County. Mr. Rolle's experience and connections within the Overtown community will benefit and guide the SACCDC in this project. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 185 EXHIBIT "A" KEY PERSONNEL Contact Information: 4533 Ponde Leon Blvd. Coral Gables, FL33146 305.740.5449 reception@beharfont.com Contact Information: 1221 Brickell Ave. Miami, FL 33131 786.264.7200 Irodriguez@langan.com JAVIER FONT Principal, Behar Font 4.4.c Javier Font is an architect with more than thirty-five years of architectural design and project Javier Font is an architect with more than thirty-five years of architectural design and project management experience. His previous responsibilities encompass all aspects of Real Estate Developments from feasibility studies through construction completion. In addition to his hands-on knowledge of Design, Mr. Font has vast experience in Construction Documents, Specification and Governmental Approvals. Mr. Font currently holds an architecture license, a real estate broker's license, a general contractor license and he is LEED Certified.This varied experience allows him to comprehend all aspects of a project and thus intelligently and successfully communicate with other professionals and governing institutions. Mr. Font's project experience varies from restoration of historic residences to major developments. These projects have not only reached successful completions but have received various award recognitions. Mr. Font graduated from the University of Miami in 1986, with a Bachelor of Architecture degree and received his Florida architectural license in 1988. LANGAN LEONARDO RODRIGUEZ Principal, Langan Engineering Leonardo Rodriquez, PE has over 29 years of civil engineering experience. He has led the site/ civil engineering design of numerous urban, high -profile projects in the City of Miami, City of Coral Gables, City of Aventura and Miami -Dade County. His expertise ranges from municipal utility improvements and roadway resurfacing and reconstruction to County local and area wide drainage improvements. Mr. Rodriguez has spearheaded the Environmental Resource Permit (ERP) and Corp of Engineer Dredge and Fill permitting efforts on numerous projects. He is intimately familiar with the Miami -Dade Water and Sewer Department (MDWASD) standards and specifications as well as with the permit process through the Miami -Dade County Department of Planning, Environmental and Regulatory Affairs (PERA), the South Florida Water Management District, the Florida Department of Environmental Protection and US Army Corp of Engineers. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 186 EXHIBIT "A" 4.4.c KEY PERSONNEL Contact Information: 1221 Brickell Ave. Miami, FL 33131 786.264.7200 asanchez@langan.com Contact Information: 9095 SW 87th Avenue, Suite 777 Miami, FL 33176 (305) 270-0870 SunnyR@pmiflorida.com LANGAN ANAMARIS TORRES SANCHEZ Senior Project Manager, Langan Engineering Anamaris Torres Sanchez, PE has more than 10 years of civil engineering experience. She specializes in site engineering, hydraulics and hydrology, storm water management, water distribution systems, and sanitary sewerage conveyance design. Her experience includes site/civil design for residential, commercial, and industrial projects; regulatory permitting; and construction observation and support. SUNNY ROMERO District Manager, Leasing Director, Professional Management Inc. F Professional PM I Management, Inc. Sunny Romero has been involved in multifamily rental housing for the past 25 years. As a District Manager, she has been responsible for the supervision of over 25 rental properties encompassing over 2,500 units with both market rate and affordable housing units. Some of Sunny's responsibilities include preparing annual budgets, reviewing monthly financial reports, conducting meetings with owners, marketing analysis, team building, supervision, resident retention planning and so much more! Sunny has also been involved in the takeover process with properties from different Management Companies including some properties owned by various housing authorities. Asa Leasing Director, she has been responsible for the implementation and supervision of the lease -up and set up of 17 new properties. Some of her duties include hiring team members, working with vendors, processing applications, property set up, inspections and making sure the building and units are ready for occupancy. Sunny's years of expertise in the property management industry makes her a true asset working with the Professional Management, Inc. company and various owners. Her level of commitment and professionalism far exceeds her peers. Sunny goes above and beyond to ensure the job is completed in the best manner possible. Her drive, passion and focus allow Sunny to do anything that she puts her involved in truly reflect the time and hard work that she has invested in them. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 187 EXHIBIT "A" 4.4.c KEY PERSONNEL Contact Information: 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131-3456 305-350-7232 sherald@bilzin.com Contact Information: 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131-3456 305-350-2394 dmendez@bilzin.com SARA BALI HERALD Partner, Bilzin Sumberg Bilzin Sumberg Sara Barli Herald is a Partner whose in-depth experience spans public -private partnerships (P3), affordable housing and tax credit, real estate, banking, commercial transactions, mergers & acquisitions, and corporate reorganizations. Her background as a C-level executive in seven verticals enables her to assist her clients in crafting creative solutions to complex business transactions, particularly those that involve the public sector. Over the past two decades Sara has been committed to optimizing companies and advancing communities with vision and leadership — working across the for -profit, non-profit, and public sectors. Sara has significant experience in leading non-profit organizations as a CEO, Board Member, and consulting strategic partner. Sara has been the recipient of many awards, among them, the American Red Cross Sara Hopkins Spectrum Award for Community Service and the Athena Award for Outstanding Businesswoman. DIANA MENDEZ Partner, Bilzin Sumberg Diana Mendez is a Partner at Bilzin Sumberg's Public -Private Partnerships (P3) & Government Contracting team, where she counsels real estate developers, infrastructure companies, transportation companies, design and engineering firms, and diverse concessionaires on matters involving public administrative, procurement, and transactional Iaw.Sheadvises clients through all phases of the government procurement process, including teaming arrangements, proposal preparation, responsiveness and responsibility review, minority and disadvantaged business enterprise certifications, contract negotiations, administrative bid protests, and bid protest litigation. Diana's experience covers some of South Florida's most complex developments and public - private transactions, including major infrastructure projects, mass transit systems and transportation -related assets, and transit -oriented development. She also represents government contractors (in addition to real estate companies) in bid protest matters. Diana is the co-chair of the State and Local Procurement Committee of the Public Contracts Law Section of the American Bar Association, Board Member for PACE Center for Girls and Past President of the Miami -Dade Florida Association for Women Lawyers. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 188 EXHIBIT "A" 4.4.c KEY PERSONNEL Contact Information: 4535 Ponce De Leon Blvd. Coral Gables, FL33146 305-507-5701 mmillo@kastbuild.com Modesto Milo Sr. V.P. Division Manager- Miami KAST construction Mo oversees KASTs strategic growth initiatives in Miami -Dade County. Mo brings over 24 years of experience to KAST. As Vice President of Operations for KAST's Miami Office, Mr. Millo works closely with KAST's preconstruction team to provide operational planning on all new projects. His involvement continues through the construction phase, supporting and guiding the construction team to ensure success at all levels. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 189 EXHIBIT "A" STATEMENTS 4.4.c Coral Rock St. Agnes is a newly formed special purpose entity and therefore does not currently have financial statements. As reflected in the attached documentation, Coral Rock St. Agnes's financial resources far exceeds what is required for this project. tf NORTHERN TRUST May 9, 2024 Brian Zeitsman, RA Director of Architecture and Development Southeast Overtown/ Park West Community Redevelopment Agency 819 NW 2nd Ave, 3F° Floor Miami, FL 33136 Re: Michael D. Wohl Dear Mr. Zeitsman: This letter serves to provide you with information regarding our client, Michael D. Wohl, at his request. It is our understanding that Mr. Wohl and his team are submitting an application for NW 12`h Street Affordable Housing Development (RFP: 24-01) related to the Soul of Overtown Apartments located at 1141 NW 3rd Avenue, Miami, FL.. Mr. Wohl is currently a valued client of ours and has maintained one or more banking and investment management accounts with us or one or more of our affiliated companies since 1987. Mr. Wohl maintains deposit and investment management accounts with us or one of our affiliates and as of May 9, 2024 has access to unencumbered' funds and/or other assets in an average amount in excess of $10,000,000. Ail information contained in this letter is as of the date hereof unless otherwise specified. We have not diligenced any contemplated client transaction referred to in this letter and cannot provide any assurances related to any transaction structure or parties thereto. Any amounts confirmed in this letter relate only to funds and/or other assets available in connection with relationships between Michael Wohl and us or one of our affiliated companies. This letter is being provided to you (and to you only) in strict confidence with the intention that neither it nor its contents be shared with any third parties and with the understanding that we do not incur any legal responsibility to you in any way. Please feel free to contact me with any questions or concerns relating to this letter; please understand that confirmation of any additional facts or circumstances will require Michael Wohl's permission and will be subject to our internal policies and guidelines. Sincerely, Robbie Oyarzun Vice President Unencumbered means that wet awarc of any control agreement over such aceount(s). We have not conducted a UCC search on such account(s), NTAC:2SE-18 Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 190 EXHIBIT "A" CURRENT DEVELOPMENTS AND COMPARABLE PROJECTS Packet Pg. 191 EXHIBIT "A" 4.4.c PROPOSER CURRENT DEVELOPMENTS AND COMPARABLE PROJECTS MN _` pf � luI loom %N"91°Sl iii�1,i I I 11 r i, r Brickell View Terrace Affordable housing, historically, in major urban areas like NewYork, Boston and Washington, DC has been delivered in mixed income developments. In the City of Miami, the best example of a successful mixed income, mixed use development is Brickell View Terrace ("BVT"), a 176 unit apartment development located at 940 SW 1st Avenue, Miami. BVT, built by Michael D. Wohl and his partners at Pinnacle Housing Group in April, 2016 includes 100 units of Affordable Housing at 60% AMI or below and 76 units at market rate housing in a 23 story high rise structure. The apartment development was built combining low income housing tax credits, HOME funds from the City of Miami, Surtax from Miami -Dade County together with conventional mortgage debt. Today it is very successful and 100% leased. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 192 EXHIBIT "A" 4.4.c PROPOSER CURRENT DEVELOPMENTS AND COMPARABLE PROJECTS PU RA VI DA HIALEAH Located at 3051 W. 16th Avenue, Hialeah, the development includes two hundred and sixty (260) apartment units, renting at workforce level rents and 55,000 square feet of supportive retail. The development was completed the first quarter of 2022. Pura Vida is conventionally financed with Principal Insurance Company and private equity. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 193 EXHIBIT "A" 4.4.c PROPOSER CURRENT DEVELOPMENTS AND COMPARABLE PROJECTS DULCF VIDAAPARTMENTS Located at 1785 NW 35th Street, in the heart of Allapattah, the development will include 228 apartments together with a 9,000 square sq.ft. Miami Dade County Library, in a mid -rise structure, with structured parking. Financing will be provided through the sale of housing bonds issued by Miami - Dade County HFA. Subsidies will be provided will be provided by City of Miami GOB and Surtax (maybe SAIL Funds from State of Florida). The rental structure shall include 50% of the units affordable at 60% AMI or below and 50% of the units will be at workforce rent level, 100% AMI or below. It is anticipated that construction will commence in the first quarter of 2025. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 194 EXHIBIT "A" 4.4.c PROPOSER CURRENT DEVELOPMENTS AND COMPARABLE PROJECTS PROJECT: CARD SOUND KEY APARTMENTS Located in Florida City, Florida, this development will include 342 units of workforce housing between 80%-120%AMI. It will be financed through the HUD 221 (d)(4) program and private equity. Anticipated commencement for this project is in the first quarter of 2025. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 195 EXHIBIT "A" 4.4.c CORAL ROCK PARTNERS - PAST PROJECTS Project Nam Address *Units Bldg. Style Completed Tequcsta Kroll Douglas Pointe Pinnacle View Hidden Grove PinnacleCove Old Cutler Village Rayos DeLSo! Pinnacles Lakes Pinnacle Palms Pinnacle Grove Pinnacle at Abbey Park Pinnacle Pointe Pinnacle Village Pinnacle at Hammock Place LiveOak Villas Pinnacle Pines LosS'ueRos The Corinthian LiveOak Villas I I Pinnacle Park Goodbread Hills HiglandGardens Crystal Lakes Pinnacleat Magnolia Pointe Pinnacle&quare Friendship Postmaster Golden Villas Golden Squa re Pinnacle Place Pinnacle Plaza Cy press Cove Ca macol Tower Crrc hid G rove Vista Mar PinnacleatHammock Square Pinnac leat Mariners Village CFa k Ridge Estates Pinnac le at hie ry Glen Kings Terrace Pinnacle at North Chase Singing Oaks Am istad Apa rtme nts TylorGranil La *Ye nta na Saba! Landings Ann be rwood 1629 NW 14th Street; M is rn i, FL 33125 3840 NW 183rdStreet, Miami, FI33055 22.5 NE 23rdStreet, Miami, FI33137 1381.5SW 271Terr, Miami, F133032 525 P I n na c le Cove B hi d, O r la , F 13 2824 10415 Old Cutler Road, M is m i, F 13 3190 185 NW 13thAbve, Miami, F! 33125 18821NE3rdCT, MiamiFI33179 601 Exec utive D r, West Palm Beac h, F 13 3401 1810 Woodla nd Circ le, Vero Beach, F 13 2967 1921 Abbey Rd, West Palm Beac h, F 133415 13 301 Arn her Lake Blvd, Crrla nda, F 132824 801 Powerline Rd, Pompano Beac h, F 13 3069 2909 Minnesota Ave, Lynn Haven, F132444 9195. 25th Street, Ft Pierce, F! 34947 501 Live Oak Avenue, HainesCity, FI33844 500 NW 36thStreet, Miami F133127 7705.7735 NW 22 Ave, M is m!, F 133147 9075. 27th Street, Ft Pierce, F 134947 7901NW7thAve,Miami,F133150 950 Edge hill Circ le; Ta Ila hassee,, F 132303 333.335 NE 48thSt, Deerfield Bch, FI 33064 29100 N. 24th Avenue, Hollywood, F 13 3020 1240 Pa rk la ne Drive, Mc Comb; MS 39648 8300NE 1 PI, Miami, FI 33138 1551 NW 36 Street, Miami, FI 33142 8800 SW 8 Stre et, Miami 33174 1325 NW 18th Drive, Pompano Beac h, F 13 3069 1415NW 18thDrive,Pompano Beach, F133069 5600 NE 4Ave, Miami, FI 33138 3650 NW 36 Street, Miami, F133142 930 5th Street, Winter Haven, FI 33881 1401W. Flag lerStreet, Mlam1,FI33135 750 NW 8thStreet, Florida City, F133035 3606 NW.SthAve:, Miami, F133127 2206 Hammock Square Dr, Lynn Have, FI 32444 18400 28th Street, Long Beat hi„ MS 39560 343 5, Gross Ave, Ta rpon Springs, F 134689 3871N Pine Island Rd,Sunrise, FI 33351 12555 NW 27thAove, Miami, FI33167 3851 N. Broadway Avenue, Tyler,TX 75702 307 N Loop 288, Denion, TX 76209 5715W 9th5tr€€*t, Miami, FI 33130 3 702 Rolling Green D rive, Abilene, TX 79606 2109 Hwy 351, Abiline, TX 79601 3701SabaI PaIm Blvd, Fort Myers, FI 33916 411W. Hawkins Pkwy, Longo iew, TX 75604 100 High-rise 2000 176 Garden 2000 186 High-rise 2001 222 Garden 2002 420 Garden 2002 28.8 Garden 2003 199 High-rise 2003 226 Garden 2003 152 Mid -rise 2003 234 Garden 2003 160 Garden 2004 268 Garden 2004 148 Garden 2005 132 Garden 2005 104 Garden 2005 156 Garden 2006 179 High•rise 2007 126 Garden 2007 80 Garden 2007 135 High-rise 2008 93 Garden 2008 100 Garden 2008 190 Garden 2008 108 Garden 2008 110 H ig h,- rise 2009 92 High rise 2009 55 Me rise 2009 120 Garden 2009 182 Garden 2009 137 High-rise 2009 132 High rise 2009 80 Garden 2010 100 High - rise 2010 80 Garden 2011 110 Hig[wise 2011 100 Garden 2011 108 Garden 2011 62 Garden 2011 140 Garden 2012 300 Garden 2012 120 Garden 2012 126 Garden 2013 89 High-rise 2013 120 Garden 2013 84 Garden 2014 126 Garden 2014 78 Garden 2014 Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 196 EXHIBIT "A" 4.4.c CORAL ROCK PARTNERS - PAST PROJECTS Palmetto 3501Dal-el-Street, Fort Myers, F133916 86 Garden Sa ige Meadows 13488 Hwy 69 N, Ty ler, TX 75706 92 Garden Parc Station 2300N29thAvenue, Hollywood, FI33020 336 Garden Gibson Plaza 3-629GrandAve, Coconut Grove, FI33133 56 Mid rise Pinnac le at Ta rpon Rh/ er 8055E 3rd Ave, Fort Lauderdale, F133316 112 Mid rise BarronsBranth N.9thStreet &ColcordAve, Waco, TX76707 92 Garden Liberty Pass 17321 Lookout Rd, Selma, TA 78154 104 Garden Brie ke11ViewTerrace 117SW10thStreet, Miami,F133130 176 High.rise Summit Parque 12777Merit Drive„ Dallas,TX75251 98 Mid. rise Tupelo Vue 525 N`4h! Anne G, Winter Haven, F 133881 70 M ki• rim Barron B 11 817 Concord Aye, Waco, TX76707 76 Garden Metropolitan 1220NE24thStreet, WiltonManors, F133305 179 Mid•rise Art at Bratton's Edge 15405 Long Vista D r, Austin, TX 78728 76 Garden Oakland Preserve 3700Oaklarid Preserve Way,OklandPark, F133334 80 Garden Pinnac le Heights 3530 NW 36 Street, Mia mi F133142 109 High-rise The Villages atTarpon 5005 WaRon Ave, TarponSbring s, F134689 95 Garden StilIhouseFlats 2926CedarKnob Rd, HarkerHeighits, TX76548 96 Garden PinnacleatHammockCrossings 2212.2218HammockSquare Dr, Lynn Haven, F132444 92 Garden Casa nasatFrent htown 448WGeorgia Street, TaIlahassee,Fl 88 Mid- rise La Madrid Apa rtments 11320 Mancbacha Rd, Austin, TX78748 95 Garden La Vida 6600 NW 7th Street, Miami F133126 272 High•rise Ca ribbea n Villag e 19755SW110thCt,Miam1,FI 123 High rise Verbena 28140S. Do[ieHighway, Miami, F133033 110 Mid, rise Woodlawn Park 1900SW4thStreet, Gair sville,F132641 96 Garden Pinnac le at Peacefield 2122,2216,2314 Ma ms St, Hollywood,F133020 120 Garden Pura Vida Hialiah 2901 West 16th Avenue, Hialaeah, F133012 260 Mid. rise 2015 2015 2015 2015 2015 2016 2016 2016 2016 2016 2016 2016 2017 2017 2017 2017 2017 2018 2018 2018 2019 2019 2020 2020 2020 2022 Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 197 EXHIBIT "A" 4.4.c SUBCONSULTANl CURRENT DEVELOPMENTS AND COMPARABLE PROJECTS BEHAR + FONT PROJECT: KARIS VILLAGE Location: 21517 S.W. 119th Avenue, Miami, Florida PROJECT: JOE MORETTI Location: 240 S.W. 9th Street Miami, Florida n n n �,,,n��nn7111111111: 11:111171 I Ifl■e�ra■7IIi11111I II11III■ j ja. a 11 11 I II : �•,, — — 1 tTr\ a 9 n II Isfl. _:lr PROJECT: CARIBBEAN VILLAGE Location: 19755 S.W. 110th Court Miami, Florida PROJECT: NORTHSIDE COMMONS Location: 8301 N.W. 27th Avenue Miami, Florida Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 198 EXHIBIT "A" 4.4.c SUBCONSULTANT CURRENJ DEVELOPMENTS AND COMPARABLE PROJECTS KAST CONSTRUCTION PROJECT: YARD 8 Location: Midtown Miami, FL 28-story, 387-unit mixed -use project PROJECT: BASK Location: Ft. Lauderdale, FL 8-story, 310 unit, mixed -use complex PROJECT: THE MARK AT CITYSCAPE Location: Boca Raton, FL 208 residential units, 23,000 sf of retail space, and a 686 space garage. PROJECT: VANTAGE ST. PETE Location: St. Petersburg, FL 11-story, 211-unit, mixed -use development with first floor retail, 227 space parking deck, and an abundance of community amenities. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 199 EXHIBIT "A" 4.4.c 1 COMMUNITY BENEFITS IFI Packet Pg. 200 EXHIBIT "A" AFFORDABLE HOUSING BENEFITS 4.4.c More than a laudable social goal, affordable housing has far-reaching impacts on economic growth, opportunity, mobility, and equity. Housing costs represent the single largest component of total household expenses for most American families; the larger the housing costs, the less disposable income these households have for other necessities such as health care, transportation, education, and other quality of life factors. Miami has the highest proportion of cost -burdened renters in the nation by a significant margin. Six in ten (59.7%) of Miami's renters spend more than 30 percent of their income on housing, the rate at which they are officially considered rent burdened. This disparity severely and disproportionately affects racial minority communities. Affordable housing at the levels proposed by Coral Rock St. Agnes will allow Overtown residents to spend considerably less on superior housing and permit them to remain in the community. Residents retain a greater portion of their hard-earned income to be saved, invested, or used for educational, medical, transportation, travel, and other necessities - all of which spurs financial growth and improved quality of life for individuals and their local economy. EMPLOYMENTAND OTHER ECONOMIC BENEFITS Coral Rock St. Agnes anticipates the creation of approximately 900 temporary jobs during the construction and development process and about 38 permanent jobs affiliated with retail and apartment management. Local small businesses will benefit from opportunities in construction and managerial contracts. Individual employment opportunities will range from construction jobs and skilled tradesmen to service, maintenance, managerial and professional services. Small business startups will benefit from the incubator space that provides finished retail space at greatly reduced rental rates. Coral Rock St. Agnes member SACCDC will be instrumental in identifying individual candidates and small businesses within the community to benefit from these economic opportunities. More specifically, Coral Rock St. Agnes will: Help ensure public awareness and participation with media campaigns and outreach to churches, community organizations and local government agencies with special focus on low-income census track areas identified by the City of Miami and Miami Dade County. Host career fairs where candidates can meet with potential employers looking for skilled and unskilled labor. Identify local subcontractors and small business firms for construction and managerial contracts. Provide temporary construction trades with skilled and unskilled general labor staffing solutions for development projects. With respect to entry level jobs in particular, Miami is experiencing a high demand for labor that exceeds its potential pool of qualified workers. This disparity creates an excellent hiring opportunity for workers who have the necessary preparation for a position but may lack prior experience, i.e. the first time hire or someone moving to a new career. Importantly, these workforce dynamics also result in higher wages and increased benefits, improving residents' quality of life. Furthermore, having Frederick Douglas Elementary School as its immediate neighbor, SOUL of Overtown Apartments presents a unique opportunity to address the challenge of teacher attrition in Miami-Dade's public school system. Exceptional housing a broad mix of units at affordable rates coupled with ht benefits of increased disposable income and convenience will attract teachers and their families to SOUL of Overtown Apartments. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 201 EXHIBIT "A" 4.4.c HISTORICAL PRESERVATION The history of St. Agnes Church spans more than 125 years. Originated in 1898 by the Bahamian American community, the church formally established a home for on N.W. 8th street with land donated in 1901 by Henry Flagler for that purpose. Due to the rapid growth of the church, its home was moved to its current location at 1750 NW 3rd Avenue in 1923. Construction of the new building was interrupted by the Hurricane of 1926, until it was completed in 1930, fourteen months after civil rights legend, Reverend John E. Culmer, had been instituted as Rector for the church. During his tenure, the church became the largest Episcopal church of color in the South and the third largest for Afro-Americans in the country. Culmer was an early voice for eliminating segregation both within his diocese and in the community at large. He and his parishioners worked to enforce black suffrage and citizens voting rights, counseled male juvenile delinquents and men, worked to form the community's first black police force designed to cut crime and police brutality, and supported the naturalization of aliens in the 1930's and 40s. Importantly, as witness to the overwhelming need in his community, Rev. Culmer initiated a campaign for better housing and improved sanitation for what was known as Miami's Central Negro District, now known as Overtown. In 1937, the efforts of the St. Agnes community led by Rev. Culmer resulted in the first public housing project in Florida (and the second in the nation,) "Liberty Square." SOUL of Overtown Apartments seeks to preserve and build upon the historic legacy by ensuring that Overtown remains a place where its residents can afford to live, work and enjoy its unique culture and history. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 202 EXHIBIT "A" REFERENCES Packet Pg. 203 EXHIBIT "A" 4.4.c A REGIONS May 9, 2024 Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 Re: Victor Brown and David Brown 2800 Ponce de Leon Blvd, #1160 Coral Gables, Florida 33134 Dear Sir/Madam: It is my privilege to recommend to you Victor Brown and David Brown, they are both long valued customers of Regions Bank for over 30 years. Regions Bank has financed multiple real estate transactions throughout Florida for the Brown's, during which time Regions Bank provided well over $100 million in project financing. In addition, the Brown's maintain various business and personal accounts with the Bank which have been handled as agreed. Regions Bank looks forward to a continued working relationship with the Brown's. Sincerely, Sincerely, Mercedes Montalvo Senior Vice President Regions Bank CC: Victor Brown David Brown Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 204 EXHIBIT "A" 4.4.c ■ SYNOVus May 14, 2024 Brian Zeltsman, RA Director of Architecture and Development Southeast Overtown / Park West Community Redevelopment Agency 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 Re: Stephen Alan Blumenthal 2800 Ponce de Leon Blvd, Suite rY 1160 Coral Gables, FL 33134-6919 To whom may concern: Coral Gables Branch 121 Alhambra Plaza Suite. 4 100 Coral Gables, FL 33134 At the request of our client Stephen Alan Blumenthal, we are writing this letter to provide additional information to you regarding his established relationship with our institution. Mr. Blumenthal has had a deposit relationship with Synovus Bank since August 2006. The relationship with our institution involved personal and business accounts maintained in good standing with combined balances in the high six -figures. If you have additional questions, please contact me at 305-756-2310. I can provide you information except for those which are classified as confidential. We give the foregoing information without any responsibility on the part of the Bank and any of its officers. Respectfully yours, W toiIJ. Mederos Vice President Retail Market Manager Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 205 EXHIBIT "A" 4.4.c May 18, 2024 Re: Coral Rock Development Group To Whom It May Concern: I am pleased to give Coral Rock Development Group my highest recommendation. I base this on the six years or more spent working directly with Coral Rock, but also on my firm's decades of experience with each of its four managing partners in their prior individual business entities. I have found each of the partners to personally possess the highest degree of competence, integrity and professionalism. We have had the opportunity to work with Coral Rock on several multifamily projects. They clearly understand the development business and its many challenges, whether those challenges relate to job site conditions, regulatory impediments or changing market conditions. When the inevitable obstacles are encountered, any or all of the Coral Rock partners have been readily available to lend their collective experience, in collaboration with their development team, to make rapid and wise decisions. They have always assembled an outstanding team of professionals and contractors, and they have proven their leadership skills by fostering a positive working environment. This approach minimizes risk and maximizes the opportunities for success for all of its stakeholders. I recommend Coral Rock Development Group without reservation to anyone looking for an experienced strategic real estate partner. Please let me know if I can provide any additional information. Sincerely, n R. Hall, P.E. esident Mobile: 786-299-9369 jrhall@ludovici-orange.com LUDOVICI & ORANGE CONSULTING ENGINEERS, INC. 13727 SW 152"d STREET, #217 • MIAMI • FLORIDA 33186 PHONE (305) 448-1600 Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 206 EXHIBIT "A" 4.4.c RPJINC, CONSULTING ENGINEERS April 17`h, 2024 To Whom It May Concern, I am writing to recommend Coral Rock Development Group. We have had the opportunity to work with Coral Rock on multifamily projects and our experience has been phenomenal. Working with a developer that understands the business and knows that making swift decisions is critical to the success of the project is extremely important. Coral Rock has its finger on the pulse of today's shifting market conditions, is an experienced developer, and is focused on managing risk and achieving success for its stakeholders. The thing that stands out most is the accessibility of their leadership and the strong sense of partnership that has carried us through the inevitable challenges. 1 highly recommend them to anyone looking for a qualified strategic partner with a real interest in collaboration. For twenty plus years we have had the leisure of working with all the individuals that make up Coral Rock Development Group, and the numerous stops they all had before collaborating here. 1 say with no hesitation, it is always our pleasure to work jointly with individuals that work there and have allowed us to ally in their success for the last twenty plus years we have known them. Please let me know if I can provide any additional information. Sincerely, --, Adrian Pena I 2024.05.18 Adrian Pena Principal / Vice President 7432 SW 48rH STREET, MIAMI, FL 33155 • PHONE: (3D5)GGS•21 31 • FAX: 1305 &GG.0131 EMAIL: RPJ@RPJMEP.CCM • WEBEITE: WWW,RPJMEP.COM Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 207 EXHIBIT "A" APPENDIX Packet Pg. 208 EXHIBIT "A" 4.4.c CHRISTINE KING Board Chair SECTION 5 5.0: RFP RESPONSE FORMS JAMES MCQUEEN Executive Director 5.1. RFP INFORMATION FORM RFP No. 24-01: REQUEST FOR PROPOSALS — NW 12" STREET AFFORDABLE HOUSING DEVELOPMENT I certify that any and all information contained in this RFP is true. I certify that this RFP is made without prior understanding, agreement, or connections with any corporation, firm or person submitting a RFP for the same materials, supplies, equipment, or services and is in all respects fair and without collusion or fraud. I agree to abide by all terms and conditions of the RFP, and certify that I am authorized to sign for the proposer's firm. Please print the following and sign your name: Coral Rock St. Agnes Partners, LLC Firm's Name 2800 Ponce de Leon Blvd, Suite 1160. Coral Gables, FL 33134 Principal Business Address 305-270-2228 Telephone 786-475-5958 Fax mwohl@coralrockgroup.com E-mail address Michael D. Wohl Name Authorized Representative Title j \uthoriz d Signature FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 209 EXHIBIT "A" 4.4.c CHRISTINE KING Board Chair SECTION 5 5.0: RFP RESPONSE FORMS 5.1a. ACKNOWLEDGEMENT OF RECEIPT OF ADDENDUMS FORM JAMES MCQUEEN Executive Director RFP No. 24-01: REQUEST FOR PROPOSALS - NW 12"' STREET AFFORDABLE HOUSING DEVELOPMENT I acknowledge the receipt and have familiarized myself with all addendums for this RFP, and certify that I am authorized to sign for the proposers firm. Any and all addendums can be found on the SEOPW CRA website by the Response Submission Date. Please print the following and sign your name: Coral Rock St. Agnes Partners, LLC Firm's Name 2800 Ponce de Leon Blvd, Suite 1160. Coral Gables, FL 33134 Principal Business Address 305 270-2228 Telephone 786 475-5958 Fax mwohl@coralrockgroup.com E-mail address Michael D. Wohl Name Authorized Representative Titfl Autho ized Signature FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 210 EXHIBIT "A" 4.4.c CHRISTINE KING Board Chair 5.2.1 STATE OF ) SS: COUNTY OF ) CERTIFICATE OF AUTHORITY (IF CORPORATION) JAMES MCQUEEN Executive Director NOT APPLICABLE I HEREBY CERTIFY that a meeting of the Board of Directors of , a corporation existing under the laws of the State of held on 20 , and the following resolution was duly passed and adopted: "RESOLVED, that, as of the Corporation, be and is hereby authorized to execute the Response dated, , 20 for submission to the Southeast Overtown / Park West Community Redevelopment Agency; and this Corporation and the execution on its behalf thereof, attested by the Secretary of the Corporation, and with the Corporate Seal affixed, shall be the official act and deed of this Corporation." I further certify that said resolution is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the corporation this , day of 20 Secretary: (SEAL) FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 211 EXHIBIT "A" 4.4.c CHRISTINE KING Board Chair 5.2.2 CERTIFICATE OF AUTHORITY STATE OF COUNTY OF SS: JAMES MCQUEEN Executive Director I HEREBY CERTIFY that a meeting of the Pertnerref Members of Coral Rock St. Agnes Partners, LLC a limited liability company laws of the State of Florida following resolution was duly passed and adopted: organized and existing under the held on May 10th 20 24 the "RESOLVED, that Michael D. Wohl asAuthorized Reprentative and is hereby authorized to execute the Response dated, May 21 st 20 24 the Southeast Overtown / Park West Community Redevelopment Agency, and execution on its behalf, attested by the authorized person Company shall be the official act and deed of this Pertnerehip." I further certify that said resolution is now in full force and effect. Company of the PerMnership, be for submission to this C and IN WITNESS WHEREOF, I have hereunto set my hand this 21 st day of May Victor Brown, Authorized Representative (SEAL) 2024 FAILURE TO COMPLETE, SIGN AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 212 EXHIBIT "A" 4.4.c CHRISTINE KING Board Chair 5.2.3 CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) STATE OF SS: COUNTY OF JAMES MCQUEEN Executive Director NOT APPLICABLE I HEREBY CERTIFY that a meeting of the Principals of the organized and existing under the laws of the State of held on , 20 , the following resolution was duly passed and adopted: "RESOLVED, that as of the Joint Venture be and is hereby authorized to execute the Response dated, 20 for submission to the Southeast Overtown / Park West Community Redevelopment Agency, as an official act and deed of this Joint Venture." I further certify that said resolution is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20 Secretary: (SEAL) FAILURE TO COMPLETE, SIGN AND RETURN THIS FOR MAY DISQUALIFY YOUR RESPONSE 'U Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 213 EXHIBIT "A" 4.4.c CHRISTINE KING Board Chair 5.2.4 CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) STATE OF SS: COUNTY OF JAMES MCQUEEN Executive Director NOT APPLICABLE I HEREBY CERTIFY that as an individual, I (Name of Individual) and as a d/b/a (doing business as) (if applicable) exist under the laws of the State of Florida. "RESOLVED, that, as an individual and/or d/b/a (if applicable), is hereby authorized to execute the Response dated, 20 , for submission to the Southeast Overtown / Park West Community Redevelopment Agency, as an individual and/or a going business concern with the a fictitious name, (if applicable) and that my execution thereof, attested by a Notary Public of the State, shall be the official act and deed of this attestation." I further certify that said resolution is now in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Notary Public this , day of 20 NOTARY PUBLIC: Commission No.: I personally know the individual/do not know the individual (Please Circle) Driver's License # (SEAL) FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE 21 Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 214 EXHIBIT "A" 4.4.c CHRISTINE KING Board Chair 5.3 DEBARMENT AND SUSPENSION (a) Authority and requirement to debar and suspend: JAMES MCQUEEN Executive Director After reasonable notice to an actual or prospective contractual party, and after reasonable opportunity to such party to be heard, the SEOPW CRA shall have the authority to debar a contractual party for the causes listed below from consideration for award of SEOPW CRA contracts. The debarment shall be for a period of not fewer than three (3) years. The SEOPW CRA shall also have the authority to suspend a Proposer from consideration for award of SEOPW CRA contracts if there is probable cause for debarment. Pending the debarment determination, the authority to debar and suspend Proposer shall be exercised in accordance with regulations, which shall be issued by the SEOPW CRA after approval by the SEOPW CRA Board of Commissioners. (b) Causes for debarment or suspension include the following: 1. Conviction for commission of a criminal offense incident to obtaining or attempting to obtain a public or private contract or subcontract, or incident to the performance of such contract or subcontract. 2. Conviction under state or federal statutes of embezzlement, theft, forgery, bribery, falsification or destruction of records, receiving stolen property, or any other offense indicating a lack of business integrity or business honesty. 3. Conviction under state or federal antitrust statutes arising out of the submission of bids or responses. 4. Violation of contract provisions, which are regarded by the SEOPW CRA to be indicative of non -responsibility. Such violation may include failure without good cause to perform in accordance with the terms and conditions of a contract or to perform within the time limits provided in a contract, provided that failure to perform caused by acts beyond the control of a party shall not be considered a basis for debarment or suspension. 5. Debarment or suspension of the contractual party by any federal, state or other governmental entity. 6. False certification pursuant to paragraph (c) below. 7. Any other cause judged by the SEOPW CRA to be so serious and compelling as to affect the responsibility of the contractual party performing SEOPW CRA contracts. Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 215 EXHIBIT "A" 4.4.c CHRISTINE KING Board Chair JAMES MCQUEEN Executive Director (c) Certification: All contracts for goods and services, sales, and leases by the SEOPW CRA shall contain a certification that neither the contractual party nor any of its principal owners or personnel has been convicted of any of the violations set forth above or debarred or suspended as set forth in paragraph (b) (5). The undersigned hereby certifies that neither the contractual party nor any of its principal owners or personnel has been convicted of any of the violations set forth above, or debarred or suspended as set forth in paragraph (b) (5). Company Name: Coral Rock St. Agnes Partners, LLC Signature: Michael D. Wohl, Authorized Representative Date: st, 2024 FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 216 EXHIBIT "A" 4.4.c CHRISTINE KING Board Chair FORM 'A' JAMES MCQUEEN Executive Director NOT APPLICABLE INFORMATION FOR DETERMINING JOINT VENTURE ELIGIBILITY If the proposer is submitting as a joint venture, please be advised that this form MUST be completed and the REQUESTED written joint -venture agreement MUST be attached and submitted. 1. Name of joint venture: 2. Address of joint venture: 3. Telephone number: 4. List the firms/entities/individuals that comprise the joint venture: 5. Identify by name and firm, those individuals (and their titles) who are responsible for the day-to-day management and policy decision making, including, but not limited to, those with prime responsibility for: (a) Financial decisions: (b) Management decisions, such as: (i) Estimating: (ii) Marketing and sales: (iii) Hiring/firing of management and non -management personnel: (iv) Purchasing of major items or supplies: (v) Supervision of field operations: Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 217 EXHIBIT "A" 4.4.c CHRISTINE KING Board Chair FORM 'A' (Continued) JAMES MCQUEEN Executive Director NOTE: If, after filing this form and before the completion of the joint venture's work on the project, there is any significant change in the information submitted, the joint venture must inform the SEOPW CRA in writing. The following Affidavit was must completed by the principal of each party participating in the joint venture. AFFIDAVIT "The undersigned swears or affirms that the foregoing statements are correct and include all material information necessary to identify and explain the terms and operation of the joint venture and the intended participation by each member of the joint venture in the undertaking. Further, the undersigned covenants and agrees to provide to the Southeast Overtown/Park West Community Redevelopment Agency, ("SEOPW CRA") current, complete, and accurate information regarding work performed by the joint venture in connection with the Project and any proposed changes regarding any member of the joint venture relevant to the joint venture. Any material misrepresentation will be grounds for terminating the Agreement between the SEOPW CRA and the joint venture which may be awarded for the project. Joint Ventures: Name of Firm/Entity/Individual: Signature: Printed Name of Signatory: Title of Signatory: Date: Name of Firm/Entity/Individual: Signature: Printed Name of Signatory: Title of Signatory: Date: Name of Firm/Entity/Individual: Signature: Printed Name of Signatory: Title of Signatory: Date: FAILURE TO COMPLETE, SIGN, AND RETURN THIS FORM MAY DISQUALIFY YOUR RESPONSE ) Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 218 4.4.c DIVISION OF CORPORATIONS DIV.E'11a i of --� mi offirial Store of Florida merits, Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Limited Liability Company CORAL ROCK ST. AGNES PARTNERS, LLC Filing Information Document Number L24000219897 FEI/EIN Number 33-3647926 Date Filed 05/10/2024 Effective Date 05/10/2024 State FL Status ACTIVE Last Event LC AMENDMENT Event Date Filed 05/29/2024 Event Effective Date NONE Principal Address 2800 PONCE DE LEON BLVD. SUITE 1160 CORAL GABLES, FL 33134 Mailing Address 2800 PONCE DE LEON BLVD. SUITE 1160 CORAL GABLES, FL 33134 Registered Agent Name & Address BROWN, VICTOR 2800 PONCE DE LEON BLVD. SUITE 1160 CORAL GABLES, FL 33134 Authorized Person(s) Detail Name & Address Title MGR CORAL ROCK DEVELOPMENT GROUP, LLC 2800 PONCE DE LEON BVD., SUITE 1160 CORAL GABLES, FL 33134 Title AMBR Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 219 4.4.c ST. AGNES CHURCH COMMUN 1750 NW 3RD AVE MIAMI, FL 33136 Annual Reports Report Year Filed Date 2025 02/26/2025 Document Images 02/26/2025 -- ANNUAL REPORT View image in PDF format 05/29/2024 -- LC Amendment View image in PDF format 05/10/2024 -- Florida Limited Liability View image in PDF format Florida Department of State, Division of Corporations Attachment: File # 18207 - Backup (18207 : Authorize Affordable Housing Development Agreement and Disposition of Property: Coral Rock St. Packet Pg. 220 4.5 SEOPW Board of Commissioners Meeting September 25, 2025 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: September 18, 2025 and Members of the CRA Board File: 18209 From: James McQueen Executive Director Subject: 4/5th Vote: Grant to Bendixen & Amandi International, Inc. Enclosures: File # 18209 - Notice to the Public File # 18209 - Exhibit A File # 18209 - Backup BACKGROUND: A Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), with attachment(s), by a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, ratifying, approving, and confirming the Executive Director's recommendation and finding, attached and incorporated herein as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous, pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, and waiving said procedures, authorizing the issuance of a grant, in an amount not to exceed Three Hundred Twenty -Five Thousand Dollars and Zero Cents ($325,000.00) ("Funds"), to Bendixen & Amandi International, Inc., a Florida for -profit corporation ("Bendixen"), with a principal address at 3543 Loquat Avenue, Miami, Florida 33133, for an economic impact and feasibility analysis study in support of establishing a branch campus of Howard University, a historically Black university, in the Redevelopment Area ("Purpose"). It is recommended that the Board of the SEOPW CRA approve and adopt the attached Resolution, authorizing the allocation of the Funds to Bendixen for the Purpose stated herein. JUSTIFICATION: Pursuant to Chapter 163, Florida Statutes, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is responsible for carrying out community redevelopment activities and projects within its redevelopment area ("Redevelopment Area") in accordance with the 2018 Updated Southeast Overtown/Park West Redevelopment Plan (the "Plan"). Section 163.340(9), Florida Statutes (the "Act") community redevelopment means "undertakings, activities, or projects of a ... community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slums and blight...." Packet Pg. 221 4.5 Section 2, Goal 4, of the Plan lists the "creati[on of] jobs within the community...that will provide life sustaining jobs to residents," as a stated redevelopment goal. Section 2, Goal 6, of the Plan, lists "improving the quality of life for residents," as a stated redevelopment goal. Lastly, Section 2, Principle 6, of the Plan provides that to "address and improve the neighborhood economy and expand the economic opportunities of present and future residents ...," as a stated redevelopment principle. FUNDING: $325,000.00 from Other Grant and Aids — 10050.920101.883000.0000.00000. FACT SHEET: Entity name: Bendixen & Amandi International, Inc. Address: 3543 Loquat Avenue, Miami, Florida 33133. Funding request: $325,000.00. Scope of work or services (Summary): To support critical efforts for the expansion of Howard University, a historically Black university, in the Redevelopment Area. Page 2 of 7 Packet Pg. 222 4.5 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: September 25, 2025 CRA Section: Brief description of CRA Agenda Item: AUTHORIZING THE ISSUANCE OF A GRANT, IN AN AMOUNT NOT TO EXCEED THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS AND ZERO CENTS ($325,000.00) ("FUNDS"), TO BENDIXEN & AMANDI INTERNATIONAL, INC., A FLORIDA FOR -PROFIT CORPORATION ("BENDIXEN"), WITH A PRINCIPAL ADDRESS AT 3543 LOQUAT AVENUE, MIAMI, FLORIDA 33133, FOR AN ECONOMIC IMPACT AND FEASIBILITY ANALYSIS STUDY IN SUPPORT OF ESTABLISHING A BRANCH CAMPUS OF HOWARD UNIVERSITY. Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10050.920101.883000.0000.00000 Amount: $ 3 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 7 Packet Pg. 223 4.5 Approved by: Executive Director 9/18/2025 Approval: r Miguel A Valontirl, Finance Officer 9/18/2025 Page 4 of 7 Packet Pg. 224 4.5 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 18209 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS, PURSUANT TO SECTIONS 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA, AND WAIVING SAID PROCEDURES, AUTHORIZING THE ISSUANCE OF A GRANT, IN AN AMOUNT NOT TO EXCEED THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS AND ZERO CENTS ($325,000.00) ("FUNDS"), TO BENDIXEN & AMANDI INTERNATIONAL, INC., A FLORIDA FOR -PROFIT CORPORATION ("BENDIXEN"), WITH A PRINCIPAL ADDRESS AT 3543 LOQUAT AVENUE, MIAMI, FLORIDA 33133, FOR AN ECONOMIC IMPACT AND FEASIBILITY ANALYSIS STUDY IN SUPPORT OF ESTABLISHING A BRANCH CAMPUS OF HOWARD UNIVERSITY, A HISTORICALLY BLACK UNIVERSITY, IN THE REDEVELOPMENT AREA ("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, SUBJECT TO THE AVAILABILITY OF FUNDING, FROM THE CORRESPONDING ACCOUNT NO. 10050.920101.883000.0000.00000 "OTHER GRANTS AND AIDS"; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO COUNSEL, FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. 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 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, pursuant to Section 163.340(9) Florida Statutes, "community redevelopment means projects of a ... community redevelopment agency in a community redevelopment area for the elimination and prevention of the development or spread of slum and blight"; and Page 5 of 7 Packet Pg. 225 4.5 WHEREAS, Section 2, Goal 4, of the Plan lists the "creat[ion of] jobs within the community," as stated redevelopment goal; and WHEREAS, Section 2, Goal 6 of the Plan, lists "improving the quality of life for residents," as a stated redevelopment goal; and WHEREAS, Section 2, Principle 6, of the Plan provides to "address and improve the neighbor- hood economy and expand the economic opportunities of present and future residents and businesses," as a stated redevelopment principle; and WHEREAS, the SEOPW CRA has a need for an experienced and qualified firm to provide economic impact and feasibility analysis consulting services for the establishment of a branch campus of Howard University, a historically Black university, in the Redevelopment Area; and WHEREAS, Bendixen & Amandi International, Inc., a Florida for -profit corporation ("Bendixen"), with a principal address at 3543 Loquat Avenue, Miami, Florida 33133, is a full -service management and communications consulting firm, specializing in qualitative and quantitative opinion research; and WHEREAS, Bendixen, in partnership with Howard University and its Chadwick A. Boseman College of Fine Arts, seeks financial assistance to enable critical efforts in examining the project's practicability, including the project's financial viability and workforce implications, and deliver a rigorous evaluation of its impact on the community and surrounding area ("Purpose"); and WHEREAS, the Board of Commissioners wishes to authorize grant funds to Bendixen, in an amount not to exceed Three Hundred Twenty -Five Thousand Dollars and Zero Cents ($325,000.00) ("Funds") for the Purpose stated herein; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA redevelopment goals and objectives; and WHEREAS, based on the recommendation and findings of the Executive Director, attached and incorporated herein as Exhibit "A," it is in the SEOPW CRA's best interest for the Board of Commissioners to authorize, by an affirmative four -fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures, pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, to allocate said Funds, subject to availability, and to authorize the Executive Director to negotiate and execute any and all agreements necessary, all in forms acceptable to Counsel, for said Purpose; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. Pursuant to Sections 18-85 and 18-86 of the City Code, as adopted by the SEOPW CRA, by a four -fifths (4/5t'') affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written findings, attached and incorporated herein as Exhibit "A," that competitive negotiation methods and procedures are not practicable or advantageous to the SEOPW CRA, and waiving the requirements for said procedures, are hereby ratified, approved, and confirmed. Page 6 of 7 Packet Pg. 226 4.5 Section 3. The Executive Director is hereby authorized to disperse the Funds, subject to the availability of funding, at his discretion, from Other Grant and Aids — 10050.920101.883000.0000.00000 to Bendixen for the Purpose stated herein. Section 4. The Executive Director is authorized' to negotiate and execute an agreement, including any and all documents necessary, all in forms acceptable to Counsel, for said Purpose. Section 5. Sections of this Resolution may be renumbered or re -lettered and corrections of typographical errors which do not affect the intent may be authorized by the Executive Director, or the Executive Director's designee, without need for public hearing, by filing a corrected copy of same with the City of Miami City Clerk. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ounsel 9/18/2025 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to those prescribed by applicable State law, City Charter and City Code provisions, as adopted by the SEOPW CRA. Page 7 of 7 Packet Pg. 227 Southeast Overtown/Park West Community Redevelopment Agency NOTICE OF PUBLIC HEARING PLEASE ALL TAKE NOTICE, the Board of Commissioners ("Board") of the Southeast Overtown / Park West Community Redevelopment Agency ("SEOPW CRA") will hold a Public Hearing meeting on Thursday, September 25th, 2025, at 10:00 A.M., or anytime thereafter, in the City Commission chambers located at Miami City Hall, 3500 Pan American Drive, Miami, Florida 33133. The Board will consider the allocation of funding to Bendixen & Amandi International, Inc., a Florida Profit Corporation ("Grantee"), to underwrite costs to support critical efforts to expand Howard University, a historically Black university, into the Overtown neighborhood. In accordance with the SEOPW CRA 2018 Redevelopment Plan Update ("Plan") and Section 163, Florida Statutes, the Board will consider awarding a grant to Grantee in an amount not to exceed Three Hundred Twenty -Five thousand Dollars and Zero Cents ($325,000.00). All comments and questions with respect to the meeting and public participation should be addressed to James D. McQueen, Executive Director, or Vincent T. Brown, Esq., Staff Counsel/Deputy Director, at 819 N.W. 2nd Avenue, 3rd Floor, Miami, Florida 33136 or (305) 679-6800. This action is being considered pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Florida as amended ("City Code"). The recommendation and findings to be considered in this matter are set forth in the proposed resolution and will be available as with the scheduled SEOPW CRA Board meeting or anytime thereafter in the City Commission chambers. The Board requests all interested parties be present or represented at the meeting, and may be heard with respect to any proposition before the Board in which it may take action. Should any person desire to appeal any decision of the Board with respect to any matter considered at this meeting, that person shall ensure that a verbatim record of the proceedings is made, including all testimony and evidence upon which any appeal may be based (F.S. 286.0105). Pursuant to CRA-R-24-0071, whenever a scheduled SEOPW CRA meeting is cancelled or is not held due to a lack of a quorum or other emergency, a special SEOPW CRA meeting will be automatically scheduled for the Tuesday immediately following the cancelled meeting. In the event of one of the aforementioned circumstances, the special meeting would be held on September 30th, 2025, at 10:00 a.m., or anytime thereafter, in the City Commission chambers located at Miami City Hall, 3500 Pan American Drive, Miami, Florida 33133. All of the scheduled agenda items from that cancelled meeting shall automatically be scheduled as an agenda item at the special SEOPW CRA meeting. The Clerk of the Board shall notify the public of the special meeting that is to take place by placing a notice of the special SEOPW CRA meeting at the entrance of City Hall, placing a notice on the SEOPW CRA's website, and, if feasible, placing an ad in a newspaper of general circulation before the special meeting on the immediately following Tuesday. There shall be no additional notice by publication required for any such scheduled agenda item that is moved to the special SEOPW CRA meeting. 4.5.a Attachment: File # 18209 - Notice to the Public (18209 : 4/5th Vote: Grant to Bendixen & Amandi International, Inc.) Packet Pg. 228 4.5.a In accordance with the Americans with Disabilities Act of 1990, persons needing special accommodations to participate in this proceeding may contact the Office of the City Clerk at (305) 250-5361 (Voice), not later than two (2) business days prior to the proceeding. TTY users may call 711 (Florida Relay Service), not later than two (2) business days prior to the proceeding. Ad No. 43795 Todd B. Hannon Clerk of the Board Attachment: File # 18209 - Notice to the Public (18209 : 4/5th Vote: Grant to Bendixen & Amandi International, Inc.) Packet Pg. 229 SEOPW Board of Commissioners Meeting September 25, 2025 THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY 4/5ths RECOMMENDATION INTER -OFFICE MEMORANDUM To: Board Chair Christine King and Members of the SEOPW CRA Board Date: September 25, 2025 File: Subject: Recommendations and findings to waive competitive sealed bidding and negotiation methods, pursuant to Sec. 18-85 and 18-86, for Bendixen & Amandi International, Inc. From: James D. McQueen Enclosures: Exhibit "A" Executive Director BACKGROUND: The Board of Commissioners ("Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2018 Updated SEOPW CRA Redevelopment Plan ("Plan"). Founded in 1867, Howard University, a historically Black University ("Howard"), is uniquely positioned as one of the top research universities in the nation. As an institution of leadership and service, it values the importance of continuous, productive, and community -oriented growth. Today, Howard is strongly considering the establishment of a branch campus, right here in the Redevelopment Area, through its Chadwick A. Boseman College of Fine Arts. Bendixen & Amandi International, Inc., a Florida for -profit corporation ("Bendixen"), is a full -service management and communications consulting firm, specializing in qualitative and quantitative opinion research, and seeks financial assistance to deliver a rigorous evaluation of the project's feasibility and its economic impact on the community in support of the expansion ("Purpose"). Bendixen has submitted a request to the SEOPW CRA for a grant, in an amount not to exceed Three Hundred Twenty -Five Thousand Dollars and Zero Cents ($325,000.00). It is recommended that the SEOPW CRA Board authorize the issuance of a grant for the Purpose stated herein. The Executive Director has reviewed and vetted the request, in accordance with the objectives of the Plan. RECOMMENDATION: In light of the above -stated, approval of a waiver of the formal requirements of competitive sealed bidding methods as not being practicable or advantageous to the SEOPW CRA as set forth in the City Code of Ordinances, as amended, specifically Sections 18-85 and 18-86 and the affirmation of these written findings and the forwarding the same to the SEOPW CRA Board by a four -fifths vote is respectfully requested. APPROVED es D.VMcQueen, ecutive Director Attachment: File # 18209 - Exhibit A (18209 : 4/5th Vote: Grant to Bendixen & Amandi International, Inc.) 1 Packet Pg. 230 4.5.c Bendixen &Amandi Interntional, Inc. 8901 SW 157th Avenue PMB 16-202 Miami, F133196-1158 September 16, 2025 Southeast Overtown/Park West Community Redevelopment Agency (SEOPW CRA) 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 Dear Members of the SEOPW CRA Board, Bendixen & Amandi International appreciates the opportunity to provide this letter in support of the proposed Howard University Miami Campus Feasibility and Economic Impact Study. We have been retained to conduct this analysis and, if funded, will apply our firm's experience and expertise to deliver a rigorous, fact -based evaluation of the project's feasibility and its potential impact on the Overtown community and Miami as a whole. Founded in 1984, Bendixen & Amandi International is a full -service management and communications consulting firm specializing in qualitative and quantitative opinion research and media communications. For more than four decades, we have completed projects for corporations, national philanthropies, federal agencies, public policy campaigns, international organizations, and governments in the United States and abroad. Our work is recognized for itsiuethodological rigor and its emphasis on clarity, accuracy, and reliability, particularly in workwith the Latino community and other minority populations. The proposed Howard University Miami Campus represents an important initiative requiring thorough and objective study. The feasibility and economic impact assessment will examine the practical dimensions of the project, including financial viability, workforce implications, cultural and educational benefits, and potential long-term effects on economic growth in Overtown. To enable this process, Howard University, together with its development partners, has requested funding support in the amount of 325,000from the SEOPW CRA. These funds would allow for the completion of an in-depth, independent study that can guide decision -making and ensure the project is evaluated comprehensively, with community engagement and historical context taken into account. This effort also aligns with the mission of the SEOPW CRA to significantly enhance the living standards within its redevelopment area by expanding the tax base, creating job opportunities, Attachment: File # 18209 - Backup (18209 : 4/5th Vote: Grant to Bendixen & Amandi International, Inc.) Packet Pg. 231 4.5.c encouraging sustainable economic growth, and fostering safe, inclusive neighborhoods. The findings from this study will provide the Agency and other stakeholders with the objective information necessary to determine how the establishment of a Howard University campus might contribute to these goals. Bendixen & Amandi International's role is to apply evidence -based research methods and stakeholder engagement practices to produce reliable, impartial findings. Our commitment is to present the results in a manner that is both comprehensive and accessible, ensuring that all decision -makers and community partners have the information needed to evaluate the project appropriately. We thank the SEOPW CRA for its consideration of this funding request and stand ready to carry out this assignment with professionalism, independence, and integrity. Sincerely, Fernand Amandi (Sep 16, 2025 09:20:00 EDT) Fernand R. Amandi Managing Partner Bendixen & Amandi International, Inc. 09/16/2025 Attachment: File # 18209 - Backup (18209 : 4/5th Vote: Grant to Bendixen & Amandi International, Inc.) Packet Pg. 232 4.5.c 0 Bendixen Amandi SEOPWLetter-2 Final Audit Report 2025-09-16 Created: 2025-09-16 By: David Acosta (davida@llworld.com) Status: Signed Transaction ID: CBJCHBCAABAAUT6f8AAUsXYNR1zAbKxE6AgddE5WPi8B "Bendixen_Amandi_SEOPW_Letter-2" History Document created by David Acosta (davida@llworld.com) 2025-09-16 - 1:18:32 PM GMT Document emailed to famandi@bendixenonline.com for signature 2025-09-16 - 1:18:35 PM GMT Email viewed by famandi@bendixenonline.com 2025-09-16 - 1:18:52 PM GMT Signer famandi@bendixenonline.com entered name at signing as Fernand Amandi 2025-09-16 - 1:19:58 PM GMT Document e-signed by Fernand Amandi (famandi@bendixenonline.com) Signature Date: 2025-09-16 - 1:20:00 PM GMT - Time Source: server Agreement completed. 2025-09-16 - 1:20:00 PM GMT Attachment: File # 18209 - Backup (18209 : 4/5th Vote: Grant to Bendixen & Amandi International, Inc.) 0 Adobe Acrobat Sign Packet Pg. 233 4.5.c DIVISION OF CORPORATIONS Drik..11a i of --� mi official Store of Florida merits, Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation BENDIXEN &AMANDI INTERNATIONAL, INC. Filing Information Document Number P00000002376 FEI/EIN Number 52-1700024 Date Filed 01/03/2000 State FL Status ACTIVE Last Event NAME CHANGE AMENDMENT Event Date Filed 03/28/2012 Event Effective Date NONE Principal Address 3543 Loquat Avenue MIAMI, FL 33133 Changed: 04/30/2021 Mailing Address 8901 SW 157th AVenue PMB 16-202 MIAMI, FL 33196-1157 Changed: 04/30/2021 Registered Agent Name & Address AMANDI, FERNAND 3543 Loquat Avenue MIAMI, FL 33133 Name Changed: 02/24/2015 Address Changed: 04/30/2021 Officer/Director Detail Name & Address Title President, Secretary, Treasurer Attachment: File # 18209 - Backup (18209 : 4/5th Vote: Grant to Bendixen & Amandi International, Inc.) Packet Pg. 234 4.5.c Amandi, Fernand R. 3543 Loquat Avenue MIAMI, FL 33133 Annual Reports Report Year Filed Date 2023 04/27/2023 2024 04/25/2024 2025 04/30/2025 Document Images 04/30/2025 -- ANNUAL REPORT 04/25/2024 -- ANNUAL REPORT 04/27/2023 -- ANNUAL REPORT 04/26/2022 -- ANNUAL REPORT 04/30/2021 --ANNUAL REPORT 06/29/2020 -- ANNUAL REPORT 03/22/2019 -- ANNUAL REPORT 04/30/2018 -- ANNUAL REPORT 06/02/2017 -- AMENDED ANNUAL REPORT 05/04/2017 -- AMENDED ANNUAL REPORT 04/28/2017 -- AMENDED ANNUAL REPORT 02/06/2017 -- ANNUAL REPORT 02/02/2016 -- ANNUAL REPORT 02/24/2015 -- ANNUAL REPORT 04/22/2014 -- ANNUAL REPORT 02/28/2013 -- ANNUAL REPORT 04/03/2012 -- ANNUAL REPORT 03/28/2012 -- Name Change 04/21/2011 --ANNUAL REPORT 06/08/2010 -- Name Change 04/21 /2010 -- ANNUAL REPORT 02/09/2009 -- ANNUAL REPORT 04/28/2008 -- ANNUAL REPORT 01 /12/2007 -- ANNUAL REPORT 01 /30/2006 -- ANNUAL REPORT 04/25/2005 -- ANNUAL REPORT 01 /16/2004 -- ANNUAL REPORT 01 /23/2003 -- ANNUAL REPORT 04/03/2002 -- ANNUAL REPORT 06/18/2001 --ANNUAL REPORT 01/03/2000-- Domestic Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Attachment: File # 18209 - Backup (18209 : 4/5th Vote: Grant to Bendixen & Amandi International, Inc.) Packet Pg. 235 4.6 SEOPW Board of Commissioners Meeting September 25, 2025 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Christine King Date: September 18, 2025 and Members of the CRA Board File: 18210 From: James McQueen Executive Director Subject: Authorize Engagement of William Bloom, Esq., as Special Counsel. Enclosures: BACKGROUND: A Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA"), pursuant to Section 18-72(b)(16) of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, authorizing the Executive Director to engage William "Bill" Bloom, Esq. ("Bloom"), for the representation of the SEOPW CRA in complex real estate matters ("Purpose"), further authorizing the expenditure of attorneys' fees and costs associated with said engagement. It is recommended that the Board of Commissioners of the SEOPW CRA approve and adopt the attached Resolution, authorizing the Executive Director to engage Bloom for the Purpose stated herein. JUSTIFICATION: Pursuant to Chapter 163, Florida Statutes, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is responsible for carrying out community redevelopment activities and projects within its redevelopment area ("Redevelopment Area") in accordance with the 2018 Updated Southeast Overtown/Park West Redevelopment Plan (the "Plan"). Section 163.356(3)(c), Florida Statutes, permits the SEOPW CRA to retain [outside] counsel, as it requires, in furtherance of the Plan. Lastly, Section 18-72(b)(16) of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, provides for the exclusion of legal services, including, but not limited to, attorney services, paralegals, expert witnesses, jury consultants, legal support services, legal research, court reporters and stenographers. FUNDING SOURCE: Account No. 10050.920101.531010.0000.00000. Packet Pg. 236 4. FACT SHEET: Entity name: William Bloom, Esq., of Holland & Knight, LLP. Address: 701 Brickell Avenue, Suite 3300, Miami, Florida 33131 Scope of work or services (Summary): Serving as special counsel for representation in connection with the SEOPW CRA's complex real estate matters in accordance with the Plan. Page 2 of 6 Packet Pg. 237 4.6 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: September 25, 2025 CRA Section: Approved by: Executive Director 9/18/2025 Approval: Miguel A Valentin,,'Finance Officer 9/18/2025 Page 3 of 6 Packet Pg. 238 4.6 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 18210 Final Action Date: A RESOLUTION OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY ("SEOPW CRA"), PURSUANT TO SECTION 18- 72(B)(16) OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), AS ADOPTED BY THE SEOPW CRA, AUTHORIZING THE EXECUTIVE DIRECTOR TO ENGAGE WILLIAM "BILL" BLOOM, ESQ. ("BLOOM"), FOR THE REPRESENTATION OF THE SEOPW CRA IN COMPLEX REAL ESTATE MATTERS ("PURPOSE"), AUTHORIZING THE EXPENDITURE OF ATTORNEYS' FEES AND COSTS ASSOCIATED WITH SAID ENGAGEMENT, WITH FUNDS ALLOCATED FROM ACCOUNT NO. 10050.920101.531010.0000.00000; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN ENGAGEMENT AGREEMENT BETWEEN THE SEOPW CRA AND BLOOM; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER DOCUMENTS, INCLUDING ANY AMENDMENTS, RENEWALS, AND EXTENSIONS, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, PRIOR BUDGETARY APPROVALS, COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE CITY CODE, INCLUDING THE CITY'S PROCUREMENT ORDINANCE, ANTI - DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, ALL IN FORMS ACCEPTABLE TO COUNSEL, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, AS MAY BE NECESSARY FOR THE PURPOSE STATED HEREIN; PROVIDING FOR THE INCORPORATION OF RECITALS AND AN EFFECTIVE DATE. 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 2018 Updated Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Section 163.356(3)(c), Florida Statutes, permits the SEOPW CRA to retain [outside] counsel, as it requires, in furtherance of the Plan; and WHEREAS, Section 18-72(b)(16) of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the SEOPW CRA, provides for the exclusion of legal services, including, but not limited to, attorney services, paralegals, expert witnesses, jury consultants, legal support services, legal research, court reporters and stenographers; and WHEREAS, the SEOPW CRA is presently engaged with William "Bill" Bloom, Esq. ("Bloom"), of Holland & Knight, LLP, a Florida Limited Liability Partnership ("H&K"), as special counsel, primarily advising on general and specialized real estate matters; and Page 4 of 6 Packet Pg. 239 4.6 WHEREAS, Bloom is a highly specialized attorney that handles a variety of issues affecting community redevelopment agencies, and has extensive current and past experiences performing the services needed by the SEOPW CRA; and WHEREAS, the SEOPW CRA desires to continue engaging Bloom on said matters, and to expand the engagement to encompass alternative dispute resolutions and mediations arising out of said matters ("Purpose"); and WHEREAS, the Executive Director recommends that Bloom continue as special counsel to the SEOPW CRA for the Purpose stated herein; and WHEREAS, by the engagement with Bloom, the SEOPW CRA can continue in carrying out the functions of the Plan; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the SEOPW CRA redevelopment goals and objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. Pursuant to Section 18-72(b)(16) of the City Code, as adopted by the SEOPW CRA, the Executive Director is authorized to engage Bloom, of H&K, as special counsel on complex real estate matters and disputes arising out of such. Section 3. The Executive Director is hereby authorized to expend attorneys' fees and costs associated with said Purpose, with funds allocated from Account No. 10050.920101.531010.0000.00000. Section 4. The Executive Director is hereby further authorized to negotiate and execute an Engagement Agreement between the SEOPW CRA and Bloom, of H&K, and any and all other documents, including any amendments, renewals, and extensions, subject to all allocations, appropriations, prior budgetary approvals, compliance with all applicable provisions of the City Code, including the City's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, as set forth in Chapter 18 of the City Code, all in forms acceptable to Counsel, and in compliance with all applicable laws, as necessary for said Purpose. Section 5. Sections of this Resolution may be renumbered or re -lettered, and corrections of typographical errors which do not affect the intent may be authorized by the Executive Director, or his designee, without need of public hearing, by filing a corrected copy of the same with the City Clerk. Section 6. This Resolution shall take effect immediately upon adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Page 5 of 6 Packet Pg. 240 4.6 ounsel 9/18/2025 Page 6 of 6 Packet Pg. 241