HomeMy WebLinkAbout25188AGREEMENT INFORMATION
AGREEMENT NUMBER
25188
NAME/TYPE OF AGREEMENT
SEOPW CRA & MAKE -A -WISH FOUNDATION OF SOUTHERN
FLORIDA, INC.
DESCRIPTION
GRANT AGREEMENT/SATISFY PORTION OF OUSTANDING
CONSTRUCTION LOAN & EXPENSES/FILE ID: 15055/CRA-23-
0058
EFFECTIVE DATE
September 23, 2024
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
9/10/2024
DATE RECEIVED FROM ISSUING
DEPT.
9/20/2024
NOTE
l5g
GRANT AGREEMENT
This GRANT AGREEMENT ("Agreement") is made as of this Li-) day of ,i rlbe/1! 2024
("Effective Date") by and between the SOUTHEAST OVERTOWN/PARK WESTI COMMUNITY
REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to
Section 163.356, Florida Statutes ("CRA"), and MAKE -A -WISH FOUNDATION OF SOUTHERN FLORIDA,
INC., a Florida not -for -profit corporation ("Grantee").
RECITALS
A. WHEREAS, the CRA 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 Plan Update, as amended and restated (the "Plan"); and
B. WHEREAS, Section 2, Goal 6, of the Plan also lists "improving the quality of life for residents,"
as a stated redevelopment goal; and
C. WHEREAS, Section 2, Principle 10 of the Plan lists "[s]trees and buildings must be attractive"
D. WHEREAS, the Grantee owns property located at 343 NW 6th Street, Miami, Florida, 33136,
Miami, Florida Folio Nos. 01-0105-040 4030, 01-0105-0404-1040, 01-0105-040-1050, 01-0105-040-1060 and
01-0105-040-1070 ("Property"), and said property is the location a development consisting of a 5-story, multi -use
space with experiential and interactive architecture and modern technology ("Project"); and
E. WHEREAS, the Grantee requested a grant from the CRA in order to undertake the finalization of
the Project; and
F. WHEREAS, the CRA Board of Commissioners, by Resolution No. CRA-R-23-0058, attached
hereto as Exhibit "A", passed and adopted on November 29, 2023, authorized the issuance of a grant, in an
amount not to exceed Two Million Dollars and Zero Cents ($2,000,000.00) (the "Grant") to the Grantee to satisfy a
portion of Grantee's outstanding construction loan and construction expenses associated with the Project; and
G. WHEREAS, CRA, the City of Miami, and the County signed that certain Interlocal Agreement on
December 31, 2007 (the "Interlocal Agreement", attached hereto as Exhibit "B"), in which Section 5(e) commits
to use the Section 5(e) Payment, consisting of the tax increment revenues on deposit in the SEOPW Trust Fund,
towards the elimination of blight, improvement of the quality of life and welfare of residents of the City and County
and the creation of jobs within the community; and
H. WHEREAS, the parties wish to enter into this Agreement to set forth the terms and conditions
relating to the use of this 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 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.
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2. GRANT. Subject to the terms and conditions set forth herein and Grantee's compliance with
all of its obligations hereunder, the CRA hereby agrees to make available to the Grantee the Grant to be used 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 Project, in
accordance with the construction loan accounting summary for the Project , attached hereto as Exhibit "C," attached
hereto and incorporated herein. As indicated on Section 5(e) of the Interlocal Agreement, the Grant shall be used
solely towards the development of facilities that improve the quality of life for the residents of the City and County
by providing life changing wishes for children with critical illnesses.
4. TERM. The term of this Agreement shall commence on the Effective Date written above and shall
terminate upon the earlier of full disbursement of Two Million Dollars and Zero Cents ($2,000,000.00), or earlier
as provided for herein; provided, however, that the following rights of the 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 exerciseentitlement to remedies, limitation of liability, indemnification, and
recovery of fees and costs. The Term of the Restrictive Covenant (Exhibit "D") signed in consideration for the
Grant, shall remain in force, as stipulated in the Covenant, even when Term of the Grant Agreement has been
reached or the Grant has been disbursed in full.
5. DISBURSEMENT OF GRANT:
a. GENERALLY. Subject to the terms and conditions contained in this Agreement, the CRA
shall make available to Grantee up to the Grant amount. In no event shall payments to Grantee under this Grant
agreement exceed the Grant amount. Payments shall be made to Grantee or directly to vendors on behalf of Grantee,
only after receipt and approval of requests for disbursements. As indicated in the Restrictive Covenant (Exhibit
"D"), the disbursed Grant funds shall be used exclusively for the payment of a portion of the construction loan on
the Property.
b. PRE -APPROVAL OF GRANT PROCEEDS CONTRIBUTION. Subject to submissions
from the Grantee, the CRA acknowledges that the Grantee has previously incurred the costs for construction loan
of the Property and has approved, through the disbursement of the Grant, the defrayal of a portion of such costs
under the construction loan for the Property. As such, the CRA shall confirm and reconcile that that any
construction loan expense previously incurred by the Grantee is an expense within the loan accounting summary
attached hereto as Exhibit "C".
c. DISBURSEMENT OF GRANT. All requests for the disbursement of Grant funds by the
Grantee shall be certified by the Grantee's authorized representative. All requests for disbursement of grant funds
must be in writing and must be accompanied by supporting documents reflecting the prior use of Grant funds and/or
expenditures incurred, and that said request is being made in accordance with the Project's construction loan and
related expenditures incurred during the Term of this Agreement, as reflected in Exhibit "C." For purposes of this
Agreement, "supporting documentation" may include invoices, receipts, and any other materials evidencing the
expense incurred under the construction loan. The Grantee agrees that all invoices or receipts reflecting the
expenses incurred in connection construction loan of the Project shall be in the name of the Grantee, and not in the
name of the CRA in light of the Grantee's inability to bind the CRA to any legal and/or monetary obligation
whatsoever. The CRA retains the right to request additional supporting documentation, or additional explanation
for any and all expenses incurred by the Grantee. Grantee's failure to provide additional supporting documentation
or additional explanation regarding expenses incurred shall serve as grounds for immediate termination of this
Agreement, and the Grantee shall bear the costs associated with any expenditures not approved by the CRA prior
to the date of termination. Notwithstanding, the CRA acknowledges that the expenses related to the construction
loan of the Project have been previously incurred and the CRA has approved the Grant toward such costs. .
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6. RESTRICTIVE COVENANT. In consideration for the Grant, Grantee agrees to execute and
record a restrictive covenant, in substantially the attached form set forth in Exhibit "D" ("Restrictive Covenant").
The purpose of the Restrictive Covenant Agreement, attached and incorporated hereto, is to ensure that the CRA
shall have the right of first refusal, unless such right otherwise violates any terms of gifts regulations or Grantee's
charter, to purchase or lease the Property, in the event Grantee desires to sell or lease the Property. As such, 100%
repayment of the Grant shall be due and payable upon any sale or lease of the Property to an unrelated party of the
Grantee, and that this obligation constitutes a covenant running with the land and binding upon the Property and
Owner, its successors and assignees.
7. 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 CRA's activities in issuing the Grant. 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. Grantee also agrees to abide by any policies
and procedures referenced in the Restrictive Covenant (Exhibit "D").
8. 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 CRA shall have the
right to take one or more of the following actions:
a. Withhold cash payments, pending correction of the deficiency by Grantee;
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 Project; or
e. Take such other remedies that may be legally permitted.
9. 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 CRA's audit rights in Section 8(c) below, the Grantee acknowledges and accepts the 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 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 Project for a period of five (5) years after the expiration, early termination or
cancellation of this Agreement.
b. REPORTS. Subsequent to the disbursement of the Grant, the Grantee shall deliver to the
CRA a fmal report relating to the use of the Grant for a portion of the construction loan. .
c. AUDIT RIGHTS. The CRA shall have the right to conduct audits of the Grantee's records
pertaining to the Grant and to visit the Project, in order to conduct its monitoring and evaluation activities. The
Grantee agrees to cooperate with the CRA in the performance of these activities. Such audits shall take place at a
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mutually agreeable date and time.
d. FAILURE TO COMPLY. The Grantee's failure to comply with these requirements or the
receipt or discovery (by monitoring or evaluation) by the CRA of any inconsistent, incomplete or inadequate
information shall be grounds for the immediate tennination of this Agreement by the CRA.
10. REPRESENTATIONS: WARRANTIES; CERTIFICATIONS: The Grantee represents, warrants,
and certifies the following:
a. EXPENDITURES. Funds disbursed under the Grant shall be used solely for a portion of
the construction loan of the Project in accordance with the loan accounting set forth in Exhibit "C." All
expenditures of the Grant will be made in accordance with the provisions of this Agreement.
b. POLITICAL ACTIVITIES. No expenditure of Grant funds shall be used for political
activities.
c. LIABILITY GENERALLY. The Grantee shall be liable to the CRA for the amount of the
Grant expended in a manner inconsistent with this Agreement.
d. 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 the 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 of trust,
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.
e. PROJECT MANAGER. The Board of Directors of the Grantee, at a duly held meeting
has authorized Norman E. Wedderbum, as Project Manager, to undertake the duties, responsibilities, and
obligations as stated in this Agreement in the name of and on behalf of the Grantee.
11. _NON-DISCRIMINATION. The 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, the 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
fmancial assistance pursuant to this Agreement.
12. CONFLICT OF INTEREST. The Grantee is familiar with the following provisions regarding
conflict of interest in the performance of this Agreement by the Grantee. The 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 Project activities, and is subject to amendment or termination due to lack of funds or
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authorization, reduction of funds, or change in regulations. The CRA shall not be liable to the Grantee for
amendment or termination of this Agreement pursuant to this Section.
14. MARKETING.
a. PUBLICATION. In the event the Grantee wishes to engage in any marketing efforts, the
Grantee shall, if approved by the CRA in accordance with Section 16(b) below, produce, publish, advertise,
disclose, or exhibit the CRA's name and/or logo, in acknowledgement of the CRA's contribution to the Project, in
all forms of media and communications created by the Grantee for the purpose of publication, promotion,
illustration, advertising, trade or any other Iawful purpose, including but not limited to stationary, newspapers,
periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or intemet
advertisements or interviews.
b. APPROVAL. The CRA shall have the right to approve the form and placement of all
acknowledgements described in Section 16(a) above, which approval shall not be unreasonably withheld.
c. LIMITED USE. The Grantee further agrees that the 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 the Grantee's use of the CRA's name and logo, confers or
may be construed as conferring upon the Grantee any right, title, or interest whatsoever in the CRA's name and
logo beyond the right granted in this Agreement.
d. CRA SIGN. The Grantee shall pay for the display, at the Property, in an appropriate and
prominently visible area to the public, a sign displaying the CRA logo, and the CRA's monetary contribution to
the Project ("Grant Contribution Signage").
15. DEFAULT. If the Grantee fails to comply with any term or condition of this Agreement, or fails
to perform any of the Grantee's obligations hereunder, and the Grantee does not cure such failure within thirty (30)
days following receipt of written notice from the CRA that such failure has occurred, then the Grantee shall be in
default. Upon the occurrence of such default hereunder the CRA, in addition to all remedies available to it by law,
may immediately, upon written notice to the Grantee, terminate this Agreement whereupon all payments, advances,
or other compensation paid by the CRA directly to the Grantee and utilized by the Grantee in violation of this
Agreement shall be immediately returned to the CRA. The Grantee understands and agrees that termination of this
Agreement under this section shall not release the Grantee from any obligation accruing prior to the effective date
of termination.
16. NO LIABILITY. In consideration for the Grant, the Grantee hereby waives, releases and
discharges the CRA, the City of Miami, its officers, employees, agents, representatives, or attorneys, whether
disclosed or undisclosed, any and all liability for any injury or damage of any kind which may hereafter accrue to
the Grantee, its officers, directors, members, employees, agents, representatives, with respect to any of the
provisions of this Agreement or performance under this Agreement.
17. •INDEMNIFICATION OF THE CRA. The Grantee agrees to indemnify, defend, protect and hold
harmless the CRA and the City of Miami 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 Project, 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 the Grantee or
its employees, agents or subcontractors (collectively referred to as "Grantee"), regardless of whether it is, or is
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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 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 CRA; or (ii) the failures of the
Grantee to comply with any of the paragraphs provisions herein; or (iii) the failure of the 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 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 the 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.
18. DISPUTES. In the event of a dispute between the Executive Director of the CRA and the Grantee
as to the terms and conditions of this Agreement, the Executive Director of the CRA and the Grantee shall proceed
in good faith to resolve the dispute. .If the parties are not able to resolve the dispute within thirty (30) days of
written notice to the other, the dispute shall be submitted to the CRA'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.
19. 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 CRA and the Grantee relating to the Agreement.
Any promises, negotiations, or representations not expressly set forth in this 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.
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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.
20. AMENDMENTS. No amendment to this Agreement shall be binding on either party, unless in
writing and signed by both parties.
21. DOCUMENT OWNERSHIP. Upon request by the CRA, all documents developed by the Grantee
shall be delivered to the CRA upon completion of this Agreement, and may be used by the CRA, without restriction
or limitation. The 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 CRA to the Grantee pursuant to this Agreement
shall at all times remain the property of the CRA, and shall not be used by the Grantee for any other purpose
whatsoever, without the written consent of the CRA.
22. AWARD OF AGREEMENT. The Grantee warrants that it has not employed or retained any
person employed by the 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 CRA any fee, commission percentage, brokerage fee, or gift of any kind
contingent upon or resulting from the award of the Grant.
23. NON-DELEGABILITY. The obligations of the Grantee under this Agreement shall not be
delegated or assigned to any other party without the CRA's prior written consent which may be withheld by the
CRA, in its sole discretion.
24. CONSTRUCTION. This Agreement shall be construed and enforced in accordance with Florida
law.
25. TERMINATION. The 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 CRA, the CRA will be relieved of all obligations under this Agreement. In no way shall the CRA be
subjected to any liability or exposure for the termination of this Agreement under this Section.
26. .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 CRA: James McQueen, Executive Director
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To Grantee:
Southeast Overtown/Park West Community Redevelopment Agency
819 N.W. 2nd Avenue, 3rd Floor
Miami, FL 33136
Email: JMcOuccni)a.miamiaov:coin
With copy to: Vincent T. Brown, Esq., Staff Counsel
Email: VTBrown0,niiamigov:com
Norman E. Wedderburn, CEO
Make -A -Wish Foundation Southern Florida, Inc.
343 N.W. 6th Street
Miami, FL 33136
Email: nwedderburn@sfla.wish.org
With copy to: Robert C. Gang
Shareholder
Greenberg Traurig, P.A.
333 S.E. 2nd Avenue
Suite 4400 I Miami, FL 33131
Email: GangR@gtlaw.com
27. INDEPENDENT CONTRACTOR. The 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 CRA, and shall not attain any rights or benefits under the civil service or retirement/pension programs of the
CRA, or any rights generally afforded its employees; further, they shall not be deemed entitled to Florida Workers'
Compensation benefits as employees of the CRA.
28. SUCCESSORS: AND. ASSIGNS. This Agreement shall be binding upon the parties hereto, and
their respective heirs, executors, legal representatives, successors, and assigns.
29. MULTIPLE COUNTERPARTS AND. ELECTRONIC SIGNATURES. This Agreement may be
simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and
each of which shall be deemed to be an original. 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.
30. 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.
Agreement.
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
[Signature pages to follow.]
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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 CRA and the Grantee have executed this Agreement.
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, of the
City of Miami, a public agency and body corporate
created pursuance to Section 163.356, Florida Statutes
ATTEST:
By: By: . /!
odd B. o James McQueen
Clerk of the Board Executive Director
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY:
APPROVED AS TO INSURANCE
REQUIREMENTS:
By: ' ' By:
Ann -Marie Sharpe
Interim Director
Vincent T. Brown, Esq.
Staff Counsel
WITNESSES:
By:
Print:
By:
Print: c� [ SS J(A !Rj Ord vA_-
RtCs-t4..L &Eu'j
MAKE -A- : ' ' e UNDATION OF SOUTHERN
FLORID , LFlorida non-profit corporation
("Gr
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Norman E. Wedderburn, CEO
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 CRA and the Grantee have executed this Agreement.
ATTEST:
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY, of the
City of Miami, a public agency and body corporate
created pursuance to Section 163.356, Florida Statutes
By: By:
Todd B. Hannon --" James McQueen
Clerk of the Board
Executive Director
APPROVED AS TO FORM AND APPROVED AS TO INSURANCE
LEGAL SUFFICIENCY: Y. REQ : Gon/tezBY:Frank (0me7 (Sp 6 7074 0R•1 FDT)
Vincent T. Brown, Esq. Ann -Marie Sharpe
Interim Director
Staff Counsel
WITNESSES:
By:
Print:
By:
Ch4.L KELL`1
Print: CJ Qssi (A Rive VA -
MAKE-A���� wUNDATION OF SOUTHERN
FLORID Florida non-profit corporation
("Gra
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Norman E. Wedderburn, CEO
EXHIBIT "A"
CRA BOARD RESOLUTION
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Southeast Overtown/Park West
Community Redevelopment Agency
Legislation
CRA Resolution: CRA-R-23-0058
File Number: 15055
Final Action Date:11/16/2023
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST
OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY
("SEOPW CRA"), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER
AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND
CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND
FINDING THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES
ARE NOT PRACTICABLE OR ADVANTAGEOUS PURSUANT TO SECTIONS 18-
85 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, AS
ADOPTED BY THE SEOPW CRA; WAIVING THE REQUIREMENTS FOR
COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR
ADVANTAGEOUS TO THE SEOPW CRA; AUTHORIZING THE EXECUTIVE
DIRECTOR TO DISPERSE 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 GRANTS AND
AIDS" ACCOUNT NO. 10050.920101.883000.0000.00000, IN AN AMOUNT TO
NOT EXCEED TWO MILLION DOLLARS AND ZERO CENTS ($2,000,000.00)
("FUNDS") TO SUPPORT MAKE -A -WISH FOUNDATION OF SOUTHERN
FLORIDA, INC., A FLORIDA NOT -FOR -PROFIT CORPORATION ("MAKE -A -
WISH FOUNDATION") NEW HEADQUARTERS. MAKE -A -WISH FOUNDATION'S
WHOSE SOLE MISSION IS TO CREATE LIFE -CHANGING WISHES FOR
CHILDREN WITH CRITICAL ILLNESSES ("PURPOSE"); FURTHER
AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE
AN AGREEMENT, INCLUDING ANY AND ALL DOCUMENTS NECESSARY, ALL
IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL; FOR THE
ALLOCATION OF THE FUNDS FOR THE PURPOSE STATED HEREIN;
SUBJECT TO THE AVAILABILITY OF FUNDING; 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 Redevelopment Plan Update (the
"Plan"); and
WHEREAS, Section 2, Goals 4, of the Plan, "creati[on of] jobs within the community" and
"improving quality of life for residents", as stated redevelopment goals; and
WHEREAS, Section 2, Goal 6, of the Plan, lists "improving the quality of life for residents", as a
stated redevelopment goal"; and
City of Miami Page 1 of 3 File ID: 15055 (Revision:) Printed On: 11/29/2023
File ID: 15055
Enactment Number: CRA-R-23-0058
WHEREAS, Make -A -Wish Foundation of Southern Florida, Inc., a Florida not -for -profit
corporation ("Make -A -Wish Foundation") is requesting Two Million Dollars and Zero Cents
($2,000,000.00) to support the new headquarters development ("Purpose"); and
WHEREAS, Make -A -Wish Foundation was founded in 1983 and whose sole mission is to create
life -changing wishes for children with critical illnesses and has granted more than 14,000 wishes for
children; and
WHEREAS, Wishes are varied from child to child who dreams of them and for example, a child
could wish for an outdoor playground to play with siblings and friends or funds to attend college; and
WHEREAS, Wishes have proven to have physical and emotional benefits that can give critically
ill children a higher chance of overcoming their illness, replacing fear with confidence, sadness with joy,
and anxiety with hope.
WHEREAS, the Board of Commissioners wishes to authorize funding in an amount not to exceed
Two Million Dollars and Zero Cents ($2,000,000.00) ("Funds") to Make -A -Wish Foundation 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, 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 Section 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
to authorize the Executive Director to negotiate and execute any and all agreements necessary, all in
forms acceptable to the General Counsel, with Make -A -Wish Foundation for the provision of grant Funds
for the Purpose stated herein and subject to the availability of funds;
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. By a four -fifths (4/5th) affirmative vote, afier an advertised public hearing, the
Executive Director's recommendation and written findings that competitive negotiation methods and
procedures are not practicable or advantageous to the SEOPW CRA, pursuant to Section 18-85 and 18-86
of the City Code, as adopted by the SEOPW CRA, and waiving the requirements for said procedures is
ratified, approved, and confirmed.
Section 3. The Executive Director is hereby authorized' to disperse funds, at his discretion,
on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory
documentation from the "Grants and Aids" Account No. 10050.920101.883000.0000.00000 to Make -A -
Wish Foundation whose sole mission is to create life -changing wishes for children with critical illnesses
and the Purpose stated herein.
I 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.
City of Miami Page 2 of 3 File ID: 15055 (Revision:) Printed on: 11/29/2023
File ID: 15055 Enactment Number: CRA-R-23.005E
Section 4. The Executive Director is authorized' to negotiate and execute an agreement,
including any and all necessary documents, and all -in forms acceptable to the General 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 of 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:
• cOrrrt\ iTfi; Staff Counsel 11,/8/2023
City of Miami Page 3 of 3 File ID: 15055 (Revision:) Printed on: 11/29/2023
EXHIBIT "B"
INTERLOCAL AGREEMENT
Page 11 of 13
INTERLOCAL AGREEMENT BETWEEN THE CITY OF MIAMI. MIAMI-DADE
COUNTY. SOUTHEAST OVERTOWN PARK. WEST CRA AND OMNI CRA TO
PROVIDE. FUNDING FOR MAJOR PROJECTS FOR THE' BENEFIT OF ALL.
PARTIES
This Agreement, dated as of December 21, 2007, is made and entered
into by the City of Miami (the "City"), Miami -Dade County (the "County"),
. Southeast Overtown - Park West Community Redevelopment Agency (the
"SEOPW CRA") and the Omni Community Redevelopment Agency (the "Omni
CRA"). The SEOPW CRA and the OMNI CRA are sometimes referred to herein,
collectively, as the "CRAs". •
RECITALS
A. The City, the County and the CRAs (collectively, the "Parties")
acknowledge that the following projects (collectively, the "Projects") are of great
benefit to the CRAs and the community in general, for reasons which include the
reasons set forth below, and are supportive of said Projects:
1. Pefforminai Arfs Center (the "PAC"Z: This project has been, and
continues- to be a catalyst in attracting development and private
investment within the OMNI CRA area as well as downtown Miami.
2. Port Tunnel (the "Port Tunnel"): This project consists of
widening of the MacArthur Causeway Bridge, construction of a tunnel
between Watson Island :and Dodge Island and roadway improvements on
. Watson Island and the Port of Miami. It will ensure the economic viability
and growth of the Port of Miami, the second most important economic
generator in the region accouriting for over 17,000 jobs and $2.2'billion
annually in total economic benefit to the City and its residents. Further,
the Tunnel Project will reduce congestion and improve. the quality-of-liffe of
the Omni CRA and SEOPW areas as well as downtown Miami by
removing over 5,000 port -bound trucks per day from area streets.
3. Museum Park Prolect (the "Museum:Park"): Museum Park is the
City of Miami's urban redesign vision for the park now known as
Bicentennial Park, a 29-acre property on Biscayne Bay which serves and
will serve the residents of the OMNI CRA, the SEOPW CRA and well as
the entire region. This project includes a premier public park anchored by
landmark new facilities for the Miami Art Museum (MAM) and the Miami
Museum of Science and Planetarium (MMSP), which will include a branch
of the Historical Museum of Southern Florida. The building will be
designed around energy -saving, sustainable materials and techniques.
The goals of Museum Park include the restoration of the park's waterfront
land to public use, revitalization of the OMNI CRA, the SEOPW CRA and
surrounding neighborhoods, the building :of a first-class educational and
cultural resource for the region's residents and visitors, and will strengthen
the economy by contributing to tourism, the region's number one industry.
Studies indicate that over the course of their first decade, MAM and the
MMSP at Museum Park will have a $2 billion economic impact and will
create 1,700 jobs in the community annually.
4. Streetcar Protect (the "Streetcar"): The Streetcar will provide
an energy -efficient and convenient alternative mode of transportation
connecting the City's. most' densely populated and urbanized areas,
including _Downtown, Overtown, . Omni, Wynwood/Edgewater, Midtown,
Design District and the Civic Center/Health District. The Streetcar service
will promote mass transit use' and connect with Miami -Dade Transit
(Metromover, Metrorail and Metrobus). The Streetcar circulator will
substantially address the City's need to comply with State Bill 360, the
Growth Management Act as a multi -modal project improving mobility and
meeting transportation concurrency.
5. Orange Bowl :Stadium (the "New Orange ,Bowl"): It is
contemplated by the City that the New Orange Bowl may be redeveloped
into a soccer stadium for a Major League Soccer franchise. It will also
include parking, and may include retail, entertainment,, park and open
spaces and related amenities. The New Orange Bbwl will be designed
and developed to be compatible with the Baseball Project aesthetically
and operationally. This project is intended to bring economic growth and
vibrancy to the heart of Little Havana and surrounding corridors and
neighborhoods. Funding for and construction of a New Orange Bowl will
not commence until Major League Soccer awards Miami an expansion
franchise.
•
6. Baseball Protect (the "BasebaU.Prolect"): The Orange Bo.wl
Site will be developed to include a new $515 million first class retractable
roof Major League Baseball stadium for the use of the Florida Marlins.
City and the County have been working together to bring professional
baseball to the City of Miami and the availability of the Orange Bowl Site
offers the perfect opportunity to combine professional baseball with the
New Orange Bowl at a completed redeveloped Orange Bowl site with
parking, retail, entertainment and related amenities. A major league
baseball team will benefit the entire community and region, by, among
other things, creating jobs and attracting tourism, providing both a direct
and indirect increase in tax revenue. The Baseball Project will serve as
an engine for,economic development creating 250 full time and 2,000 part
time jobs. In addition, construction of the project Is expected to generate
approximately 1,700 high paying jobs during the construction period of
approximately 29 months.
7. Parking: The Orange Bowl site' will be redeveloped to include at
least 6,000 parking spaces to be funded by the City to support the
Baseball Project and the New Orange Bowl which will be available for the
opening of the Baseball Project. These parking structures are necessary
and will benefit the entire community by supporting the economic
development created by the aforementioned uses of the Orange Bowl site.
B. The Parties agree that the development of the Projects requires the
cooperation and commitment of all of the Parties to assist in identifying funding
sources, reallocating the use of existing revenues, including TIF Revenues, and
expanding the boundaries and extending the terms of the CRAs, all as
hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing, the Parties agree
as follows:
1. Recitals: The recitals are true and correct and are hereby
incorporated into and made a part of this Agreement.
2. Agreement: The Parties agree to take all action necessary to
accomplish the purposes of this Agreement, as hereinafter set forth, in a prompt
and efficient manner. The parties acknowledge that the process of expanding
the boundaries and extending the term of the OMNI and SEOPW CRAs, include
the preparation and adoption of findings of necessity for the expanded areas and
amendments to the corresponding redevelopment plans of the CRAs. The
parties agree to cooperate and act expeditiously and in good faith in
implementing the steps necessary to accomplish this purpose.
3. The OMNI CRA: , The City, the County and the OMNI CRA agree
to approve and execute an amendment (the "First Amendment to OMNI CRA
Interlocal") in substantially the form attached hereto as Exhibit "A". The First
Amendment to the OMNI CRA Interlocal provides the process the City, the OMNI
CRA and the County will follow to extend the term of the OMNI CRA through
2030 and expand its boundaries to include Watson Island and Bicentennial Park.
The City, the County and the OMNI CRA agree to cooperate and act
expeditiously so as to present the finding of necessity and the amendment to the
redevelopment plan to the Board of .County Commissioners within 9 months
following the execution of the First Amendment to OMNI CRA Interlocal.
The City and the OMNI CRA agree to amend the redevelopment plan to
include the projects listed below in their proposed amendment to the
redevelopment plan and to propose using the amounts received by the OMNI
CRA from the City and the County to fund those Projects required by it to fund in
the manner described below.
a. PAC (To the County for repayment of .PAC Bonds and/or
loans: In fuitherance of such expeditious utilization of funds for the
County's payment of debt service on the Performing Arts Center
Bonds and/or 'Loans, the CRA shall remit to the COUNTY (a) on
March 31, 2008 and every March 31e1 thereafter ending on March
31, 2012, the first $1.43 million of Increment Revenue (as such
term is defined in the First Amendment) plus an amount equal to
thirty-five percent (35%) of the amount by which the Increment
Revenue from the Omni Community Redevelopment Area exceeds
$1.43 million; and (b) commencing March 31, 2013 and every
March 31 thereafter until March 31, 2027, including any additional
time extensions beyond March 31, 2027, an amount equal to the
greater of $1.43 million or thirty-five percent (35%) of the Increment
Revenue from the Omni Community Redevelopment Area;
provided, however, the amounts to be remitted by the CRA as
calculated ,in accordance with subsections (a) and (b) shall not
exceed $25 million in any fiscal year. The City and County
acknowledge that these funds are necessary to provide for the City
and County contributions to the Baseball Project.
b. Port Tunnel: $88 million .(approximately) to be paid to the
City in annual 'installments commencing upon substantial
completion of the Port.Tunnel Project through 2030. This amount
will fund the City's contribution towards the Port Tunnel project.
c. Museum Park: An amount necessary to fund $68
million for capital improvements to the park component of the
Project, to be funded by the OMNI CRA and completed by the City
by no later than January 2012, and an annual contribution to the
park's capital expenditure fund of $2 million, payable commencing
on the date of substantial completion of the park component of the
Project through 2030.
4. Tourist Development Tax (TDT) and. Convention Development
Tax (CDT) funds: The Parties .acknowledge that the OMNI CRA Amendment
will result in an increase in the availability of CDT and TDT revenues for projects
other than the PAC, which the parties agree to use for the Baseball Project and
the Parking/Balance of Orange Bowl Site. The City .and County agree that the
implementation of the OMNI CRA Amendment will permit the County to release
' additional sufficient.TDT and CDT dollars so that municipal bonds may be issued
for the redevelopment of the Orange Bowl site as follows:
a. ' The Baseball Protect:
City: The City will fund $10 million from CDT
revenues.
County: The County will fund $88 million from TDT
revenues and $10 million from tourist taxes
' (CDT or PST) revenues.
b. Parking/Balance of Orange Bowl Site: The City will fund
$50 million from CDT revenues.
5. The SEOPW CRA.
a. The City and the SEOPW.CRA agree to generate a Finding
of Necessity study to substantiate the expansion of the boundaries
of the SEOPW district to include the geographic area described in
Exhibit "B° hereto. If the City and the SEOPW CRA each adopt a
resolution, supported by data and analysis, which makes a
legislative finding that the conditions in the area meet the criteria
described In Section 163.340(7) or (8), the City and the SEOPW.
CRA agree to provide the County with the adopted Findingof
Necessity study and resolutions for the Board's review and
consideration, as set forth in Section 163.355, Florida Statutes.
b. After making the legislative findings and adopting the Finding
of Necessity study, the City and the SEOPW CRA agree to prepare
and consider a resolution that approves, after a public hearing, an
amendment to the Plan, which amendment shall (i) be in the form
of the Amended 2004 Southeast Overtown/Park West Community
Redevelopment Plan prepared by Dover, Kohl & Partners, but
updated to include the projects proposed for the expanded
boundaries; and-(ii) extend the life of the SEOPW CRA to March
31, 2030; and (li) expand the boundaries of the SEOPW District. If
the City and the SEOPW CRA each adopt a resolution that
approves the amendment to the Plan and that recommends to the
County their approval of the amendment to the Plan, they agree to
provide the County with the adopted amendment for review and
consideration by the Board of County Commissioners after a public
hearing, as set forth in Section 163.361, Florida Statutes.
c. Upon receipt of the adopted Finding of Necessity and
amendment to the Plan the County agrees to review, comment,
prepare and recommend for the Board's consideration the Finding
of Necessity and amended Redevelopment Plan. The CRA shall
report such proposed modification to the boundaries of the
redevelopment area to each taxing authority in writing or by oral
presentation, or both, as required by Section 163.361(3)(a), Florida
Statutes. The City and the SEOPW CRA agree that, in accordance
with the provisions of Section 163.361, Florida Statutes, the. Board
shall only consider approval of. the Finding of Necessity and the
amended 'Plan after the 'SEOPW CRA has complied with the.
provisions of Section 163.361(3)(a), Florida Statutes.
d. The City and the SEOPW CRA understand that the process
of reviewing the amended Redevelopment Plan will entail mutual
cooperation from the County, City and SEOPW CRA, and that
delays in the review process may delay when the Board consider
the items. The City, the SEOPW CRA and the County agree that
the approval of this Agreement by the parties does not constitute
approval of those matters in the Finding of Necessity and the
amendment to the Plan which require approval by the :SEOPW
CRA, the City Commission and the Board. Therefore, the parties
agree that as a matter of their sovereign power and legislative'
authority if the SEO.PW CRA, 'the City Commission and/or the
Board 'do not approve a resolution adopting the finding of -necessity
and/or the amendment to the Plan, the failure to approve such
resolution or amendment to the Plan shall not be deemed an event
of default under this Agreement and the parties .shall not be liable to
each other.
e. The City, the County and the SEOPW CRA agree that
commencing fiscal year .2017 and ending fiscal year 2030, the
amount of TIF Revenues collected from the projects listed in Exhibit
C budgeted annually for expenditure by the SEOPW CRA from the
SEOPW " CRA trust fund shall not exceed 50% of Increment
Revenues collected from •such projects in such fiscal year and
deposited in the SEOPW CRA trust fund for such year. The City,
the County and the SEOPW CRA agree that the SEOPW CRA
shall return the balance of the Increment Revenues (45%) collected
from the projects listed in Exhibit C for such year to each taxing
authority which paid the increment in the proportion that the amount
of the payment of such taxing authority bears to the total amount
paid into the trust fund by all the 'taxing authorities for that year. It
is the primary intent of the City and the County that SEOPW CRA
tax increment revenues on deposit in the SEOPW Trust Fund will
be allocated by the SEOPW CRA towards the development of
affordable housing and related infrastructure in the SEOPW CRA
district.
f. The County agrees that it shall begin to make a $20 million
contribution to the City to be applied toward the funding of the
Streetcar project upon the later of (1) September 30, 2017 or (ii) the
receipt of the requisite approvals for the streetcar project by the
State of Florida and the MPO. The County's Streetcar project
contribution may be made In a lump sum or in annual installments
sufficient to issue tax—exempt municipal bonds with a debt service
coverage dictated by the market commencing on the date of
substantial completion of the streetcar project.
6. Annual Budget.. The County agrees to waive any claims it may
have to approve the annual budget for the CRAs for fiscal years prior to the fiscal
year commencing October 1, 2008.
7. Waiver of Administrative Fee. The County agrees to waive the
1.5% administrative fee chargeable to the CRAs.
8. Extension of Reverter. The County agrees to place an item on
the agenda for the first meeting of the Board of County Commissioners in
January 2008, considering an extension of the reverter date of the properties
described in Exhibit "D" or a re -conveyance of said properties to the City, if the
reverter has already occurred.
9. Time of the Essence: Time is of the essence in the
performance of this Agreement.
10. Condition Subsequent: The County, the City and the Florida
Marlins, L.P. (the "Team") agree that the funding commitments to the PAC, as set
forth in this Agreement and in the First Amendment to OMNI CRA Interlocal, and
to the New Orange Bowl, as contemplated herein, shall be void unless a binding
agreement for the Baseball Project (the "Baseball Stadium Agreement") is
executed, containing the following provisions:
(I) Total Baseball Stadium cost will not exceed $515 million;
(ii) Team's contribution to the Stadium cost shall not be less than $155
million;
(iii) Team will not request more than 6,000 parking spaces at the new
Orange Bowl Site;
(iv) The Team, the City and the County shall act in good faith and will
be reasonable in negotiating the Baseball Stadium Agreement.
11. Severability: If one or more of the provisions of this agreement
shall be held contrary to any provision of law or be held invalid, then such
provision or provisions shall be null and void and shall be separate from, and
have no effect on, the remaining provisions which shall continue to be legal and
valid.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed as of the date first above written. .
Attest:
By:
- erIr.i,scilla A. Thompson, City Clerk
-Th,724100,01..
• Approved as to Form and Correctness Approved as to Insur uirements
City of Miami
By:
J L. Fernandez, City AttoW
Attest:
By:
Approved as to Form and Legal
Sufficiency:
By!
County Atto ney
'• By:
Pe ro ndez, City Manager
By:
LeeAnn Brehm, Director, Risk
Management
Miami -Dade County
Southeast Overtown Park West
Community Redevelopment Agency
By
Omni Community Redevelopment
Agency
Approved as to form and correctness:
Jorge L. Fernandez
CRA General Counsel
JOINDER
Florida Marlins, L.P. joins in the execution of this Agreement to acknowledge Its
agreement to the provisions contained in Paragraph 10. .
Florida Marlins, LP.
By:
First Amendment to Interlocal Cooperation Agreement dated June 24,
1996 by and among Miami -Dade County, the City of Miami and the
Community Redevelopment Agency for the Omni District
This First Amendment to Interlocal Cooperation Agreement ("First Amendment") is
made and entered into this day of , 2007 by and. among Miami -Dade
County, a political subdivision of the State of Florida (the "County"), the City of
Miami, a municipal corporation of the State of Florida (the "City") and the Community
Redevelopment Agency for the OMNI district, a public body corporate and politic (the
"CRA").
WITNESSETH
WHEREAS, pursuant to Resolution No. R-280-96 adopted by the Board of
County Commissioners of Miami -Dade County (the "Board") on March 19, 1996, the
Board approved the terms and execution of an Interlocal Cooperation Agreement by and
among the County, the City and the CRA (the "Interlocal"), which Interlocal was dated
June 24, 1996 and contained provisions for the CRA to make certain payments to the
County for the purpose of paying debt service on the Performing Arts Center Bonds; and
WHEREAS; the Interlocal obligates the CRA to pay the first $1.43 million of tax
increment fund revenues collected each year to the County for the payment of the County
Debt Service Payment, which obligation ceases when the Performing Arts Center Bonds
are no longer outstanding; and
WHEREAS, construction costs for the Performing Arts Center have escalated
and exceeded the estimated budget at the time of the original Interlocal; and
WHEREAS, the County has issued additional Performing Arts Center Bonds and
has borrowed funds pursuant to one or more loan agreements ("Loans") for the purpose
of funding such higher construction costs of the Performing Arts Center; and
WHEREAS, the County, the City, and the CRA recognize that the Performing
Arts Center has been an enormous catalyst and remains such in attracting significant
development and private investment to the City's Omni district; and • •
WHEREAS, the catalytic impact of the Performing Arts Center to the Omni
district has contributed to the substantial growth of the Omni district's tax roll which will
provide resources for important future projects; and
WHEREAS, the County, the City, and the CRA desire to provide additional tax
increment revenues from the CRA for the purpose of paying debt service on all
outstanding Performing Arts Center Bonds and Loans and to fund other CRA projects;
and
WHEREAS, the County, the City, and the CRA agree that the First Amendment
to the Omni Community Redevelopment Plan, as Supplemented by Addendum II, was
approved by the Board on April 8, 1997; therefore, the tern of the Omni District shall
expire on September 30, 2027; and
WHEREAS, the County, the City, and the CRA acknowledge their interest and
the benefits of further extending the life and expanding the boundaries of the Omni
district to, among other things, include infrastructure, the Port Tunnel and Museum Park
projects; and
WHEREAS, the County, the City, and the CRA acknowledge that, in order to
expand the boundaries of the Omni District, it will be necessary to prepare and adopt a
finding of necessity for the expanded area and amend the Community Redevelopment
Plan for the Omni district (the "Plan"); and
WHEREAS, the County, the City and the CRA acknowledge that the steps and
corresponding period of time necessary to expand the boundary of the Omni district vary
and agree to cooperate, act expeditiously and in good faith in implementing the steps,
NOW THEREFORE, THE COUNTY, THE CITY AND THE CRA AGREE
AS FOLLOWS; • '
I. The recitations set forth above are true and correct and adopted as part of this
First Amendment.
II. All terms in capitalized • form, unless otherwise defined in this First
Amendment, shall have the same meaning as ascribed to them in the
Interlocal.
III. The Interlocal dated June 24, 1996, attached and made a part of this First
Amendment is amended in the following respects;
A. Article II, Section C, Project Financing, Subsection 1. is amended and
restated to read as follows:
The CRA shall administer and manage the Fund as required by law and
develop and promulgate rules, regulations and criteria whereby the Fund
may be promptly and effectively administered, including the establishment
and the maintenance of books and records and adoption of procedures
whereby the COUNTY may, expeditiously and without undue delay,
utilize such funds in accordance with the COUNTY approved budget for
the Performing Arts Center, and whereby the CRA may, expeditiously and
without undue delay, utilize the funds other than those dedicated to the
County for the purpose of paying debt service on the Performing Arts
Center Bonds and/or Loans, in accordance with the COUNTY approved
budget for those ,aspects of the PROJECT not related to the Performing
Arts Center. In furtherance of such expeditious utilization of funds for the
County's payment of debt service on the Performing Arts Center Bonds
and/or Loans, the CRA shall remit to the COUNTY (a) on March 31, 2008
and every March 31" thereafter ending on March 31, 2012, the first $1.43
million of Increment Revenue (as such term is defined in this paragraph) •
plus an amount equal to thirty-five percent (35%) of the amount by which
the Increment Revenue from the Omni Community Redevelopment Area
exceeds $1.43 million; and (b) commencing March 31 L 2013 and every
March 31 thereafter until March 31, 2027, an amount equal to the greater
of $1.43 million, or thirty-five percent (35%) of the Increment Revenue
from the Omni Community Redevelopment Area; provided, however, the
amounts to be remitted by the CRA as. calculated in accordance with
subsections (a) and (b) shall not exceed $25 million in any fiscal year.
"Increment Revenue" means all the Increment revenue (as such term is •
defined in Section 163.340(22) and calculated using ninety-five percent
(95%) in the calculation pursuant to Section 163.387(1), Florida Statutes
(2006)) from the Omni District (including any expanded boundaries).
Exhibit A to this Amendment contains examples of the operation of this
clause. The amounts to be remitted by the CRA in accordance with this
Section shall be used for the purpose of paying debt service on all
Performing Arts Center Bonds and/or any Loans (the "County Debt
Service Payment"). The CRA's last payment to the County of the
amounts set forth above shall occur on March 31, 2027. The parties agree
that the term of the Omni District and the CRA shall expire on September
30, 2027 and all remaining funds on deposit in the Fund shall be remitted
to the applicable taxing authorities as provided in the Act. If the County
sells any additional Performing Arts Center Bonds or incurs any additional
Loans with regard to the Performing Arts Center, the COUNTY shall
ensure that all documentation relating to such Bonds or Loans shall limit
the liability of the CRA to the amounts due from the CRA to the County
as provided in this Agreement:
The CRA shall be annually compensated for all administrative services
rendered with respect to any and all aspects ,of the PROJECT subject to
availability of revenue in the Fund. Such administrative expenses payable
out of the Fund shall be capped at an amount not to exceed twenty percent
(20%) of the annual budget approved by the COUNTY.
C. Article II, Section C, Project Financing, Subsection 4. is amended and
restated to read as follows:
The CRA may issue bonds and/or incur indebtedness required to finance
the PROJECT provided such bonds and/or indebtedness is subordinate to
all Performing Arts Center Bonds and/or Loans; provided, however, such
subordinate bonds and/or indebtedness shall mature not later than
September 30, 2027. The subordination of bonds and/or indebtedness
issued by the CRA referred to in the preceding sentence shall relate to the
amount of Increment Revenue reserved for the COUNTY pursuant to the
provisions of Article II, Section C, subsection 1 above. Prior to the
issuance of any bonds or the incurrence of any indebtedness, the
COUNTY shall review and approve all related documents and agreements.
The CRA shall not withhold the payment to the County of the amount of
Increment Revenue reserved for the COUNTY pursuant to the provisions
of Article II, Section C, subsection 1 above for any reason,
notwithstanding any other activities, actions, claims, or causes of action
related to the PROJECT. • .
Add Article VI titled Other Provisions to read as follows:
A. Amendment to Plan.
(a) The City and the CRA agree to generate a Finding of Necessity
study.to substantiate the expansion of the boundaries of the Omni
district to include a geographic area, which willinclude
Bicentennial Park and Watson Island. If the City and the CRA
each adopt a resolution, supported by data and analysis, which
makes a legislative finding that the conditions in the area meet the
criteria described in Section 163.340(7) or (8), the City and the
CRA agree to provide the County with the adopted Finding of
Necessity study and resolutions for the Board's review and
consideration, as set forth in Section 163.355, Florida Statutes.
(b) After making the legislative findings and adopting the Finding of
Necessity study, the City and the CRA agree to prepare and
consider a resolution that approves, after a public hearing, an
amendment to the Plan, which amendment shall (i) extend the life
of the CRA to March 31, 2030; and (ii) expand the boundaries of
the Omni District; and (iii) to add the Port Tunnel and the Museum
Park as projects dligible for tax increment financing. If the City
and the CRA each adopt a resolution that approves the amendment
to the Plan and that recommends to the County their approval of
the amendment to the Plan, they agree toprovide the County with
the adopted amendment for review and consideration by the Board
of County Commissioners (the "Board") after a public hearing, as
set forth in Section 163.361, Florida Statutes.
(c) Upon receipt of the adopted Finding of Necessity and amendment
to the Plan the Cpunty agrees to review, comment, prepare and
recommend for the Board's consideration the Finding of Necessity
and amended Redevelopment Plan. The CRA shall report such
proposed modification to the boundaries of the redevelopment area
to each taxing authority in writing or by oral presentation, or both,
as required by Section 163.361(3)(a), Florida Statutes. The City
and the CRA agree that, in accordance with the provisions of
Section 163.361, Florida Statutes, the Board shall only consider
approval of the Finding of Necessity and the amended Plan after
the CRA has complied with the provisions of Section
163.361(3)(a), Florida Statutes.
(d) The City and the CRA understand that the process of reviewing the
amended Redevelopment Plan will entail mutual cooperation from
the County, City and CRA, and that delays in the review process
may delay when the Board consider the items.
B. Limitations on -Approvals.. The City, the CRA and the County agree that
the approval of this Agreement by the parties does not constitute approval
of those matters in the Finding of Necessity and the amendment to the
Plan which require approval by the CRA, the City Commission and the
Board. Therefore, the parties agree that as a matter of their sovereign
power and legislative authority if the CRA, the City Commission and/or
the Board do not approve a resolution adopting the finding of necessity
and/or the amendment to the Plan, the failure to approve such resolution or
amendment to the Plan shall not be deemed an event of default under this
Agreement and "the parties shall not be liable to each other.
C. Annual Budget. The County agrees to waive any claims it may have to
approve the. annual budget for the Omni District for fiscal years prior to
the fiscal year commencing October 1, 2008.
D. Waiver of Administrative Fee. The County agrees to waive the 1.5%
administrative fee chargeable to the Omni District.
IV. In all other respects, the Interlocal Cooperation Agreement is ratified and
confirmed.
V. In the event of any conflict between the Interlocal Agreement and this First
Amendment, the terms of the First Amendment shall control. •
VI. The City, the CRA and the County agree that the CRA's funding commitment
to the County for 'County Debt Service Payment, as set forth in Section III. A.
of this First Amendment, shall be void unless a binding Baseball Stadium
Agreement between the County, the City and the Florida Marlins is executed,
containing the following provisions:
A. The total baseball stadium cost will not exceed $515 million;
B. The Florida Marlin's contribution to the stadium cost shall not be less than
$155 million;
C. The Florida Marlins will not request more than 6,000 parking spaces at the
new Orange Bowl site.
D. The Florida Marlins, the City and the County shall act in good faith and
will be reasonable in negotiating the aforementioned Baseball Stadium
Agreement.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed in their names by their duly authorized officers, all as of the day and year first above
written.
City of Miami, a municipal corporation Miami -Dade County, a political subdivision
of the State of Florida of the State of State of Florida
By: By:
Pedro G. Hernandez George Burgess
City Manager City Manager
ATTEST:
By: By;
Priscilla A. Thompson,
City Clerk Deputy Clerk
Approved as to form and correctness: Approved as to form and legal sufficiency:
By: By:
Jorge L. Fernandez/4
City Attorney U`/ County Attorney
Omni Redevelopment District Community
Redevelopment Agency, of the City of
Miami, a public agency and body
corporate created pursuant to
Section 163.356, Florida Statutes ("CRA")
By:
James H. Villacorta,
Executive Director
ATTEST: Approved as to form and legal sufficiency:
By: By:
Priscilla A. Thompson Jorge L. Fernandez
Clerk of the Board CRA General Counsel
EXHIBIT "A" TO
First Amendment to Interlocal.Cooperation Agreement_ dated June 241
1996 by and among Miami -Dade County, the City of Miami and the
Community_ Redevelopment Agency for the Omni District
Assume:
. i.
Then:
EXAMPLE).
Payment is due March 3l, 2008.
Increment Revenue is equal to $12,000,000.
The CRA shall remit to the County the total of:
(a) $1,430,000; plus
(b) 35% multiplied by ($12,000,000minus $1,430,000) or 35% multiplied
by $10,570,000 (which is an amount equal to $3,699,500).
Therefore the amount the CRA shall remit to the County on March 31, 2008 is
equal to $1,430,000 plus $3,699,500 or $5,129,500.
Assume:
Then:
EXAMPLE 2
(1) Payment is due March 31, 20l 2.
(2) Increment Revenue is equal to $15,000,000.
The CRA shall remit to the County the greater of:
(1) $1,430,000; or
(2) 35% multiplied by $15,000,000 (which is an amount equal to $5,250,000).
Therefore, the amount the CRA shall remit to the County on March 31, 2012 is
equal to $5,250,000.
EXHIBIT "B", •
PROPOSED. SEOPIN CRA EXPANDED BOUNDARIES
[attached]
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EXHIBIT "C"
•[attached]
LARGE SCALE DEVI PMENT REPORT
SEW -NV
i•
',Name
LoatunJl lnformateun
Type of
Permit i Addre.n
Description
Cast (e: t.l
DRI
CRA Cow traction (YMI
Res ire
Date Sturm
R.i,':.:
►e.wit Perm.il
Date NmmMr
Fiume.
C.O. Date
C.0
Number
Inn MosemXask.�Cpe){ Xs
T • X.a.:1;w
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seised llte.smdmtLLl �omaetslt•'.-:
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• mon Tramps Village
.. .-Dade C 5 .
.T.
••.. •, --
601.799 NW I Ce n(nevrtil
soria.M•aee.•d.rm ..• .
1
Kneed Ueelevo IMOD,
��
Maim
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'•sr
- • -•.
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1.;..:
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-
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wetw>Z milk a�iahmi�''
• •awry _ .. -
NUSP -
666 8iwyce Blvd; 215 NE 6 Street
Masai Use: Rmidea6t al Retail •
—•-
-, — _
yet Village& Lr.c Oaks
MUSP
9l9 NW 2 Avenue
Result:mad condos fs,Ilalt 5e umO)
TRwtdwm0 (oaks 42 Dons)
$EOJPW -
3.2110.000 (
Approved
-
iaia(l!0QDttlbiyoe -
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127 NE 1l Si. ' ,
Moroi Use: Raidmo.t 1 Rmil (2 .,
_1TS 004000:.
23•Mu-06
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.
anatml Put C700 �M;,ys s
ices.8• =-.
-
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700 Biscayne Med.
{•t•.Ya. -
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lr
t/e'{1:
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•
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• NW I Coon -
NE 901 Street eet
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Off Rudd.'
SEOHW
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_
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IS-Dec-01
—
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249-263 NW 6 5r 160 NW 7 St.: 152
NW E St; 211 NW 1151,
Meted Use Raidatad & Rmil (6
Moldings)_'- •
SEOP/W
251921,500
Pram.
�i• -• Arens/Amu
.., LLC
721 NW Its Avenue
SEOP/W
200,073,025
I
I. • Ins Development Co
650 NW In Avemse
•
SEOPIW
87,237.700
gum Development Co
430 NW 1st Avenut
SEOP/W
141,209,600
c ' t:
PMELI51l\ %Rl -
'Rai�eJee�teoepl®d erg 700�to be ioridad a iam
• ... _..4%•. r'.\�
SIO/Pw
2,7ss o2t.sd7
Mamma! m be completed by Do.sber 2010 to be pomaded art January 7,01 I roll fa FY 2012 operations
Assumed to be completed by Demober 2011 to be winded is January 2012 roll for FY 2D13 weariness
Assumed to be maple d by December 2012 to be .Judd in l.noury 2013 roll for FY 2014 operations
Amami nib/ [emplaned b DetemDc mii Io be ipduded si iantiary 2014 ro9 Imr FY 20I5 eprsoo
Too prrlirmeary for Inclw eon
258.980,500
435.520.225
0
1.015.340.294
15,000,000
Total 52,765,024.56T
10f1
EXHIBIT "D"
PARCEL "A":
CERTAIN LOTS IN BLOCK 36 OF P.W. WHITE'S RE -SUBDIVISION:
Lots 1, 2, 3, 6, 7, 8, 9, 10, 11, 14, 15, 16, 17, 18, 19, 22, 23, 24, 26, 27, 30, 31, 32, 33, 34,
35, 38, 39, 40, 41, 42, 43, 46,47 and 48 in Block 36 of P.W. WHITE'S RE -
SUBDIVISION, according to the Plat thereof, recorded in Plat Book 'B' at Page 34 of the
Public Records of Miami -Dade County, Florida; LESS that portion thereof lying within
the Metropolitan Dade County Metrorail right-of-way which is described as follows:
Begin at the Southeast corner of said Block 36; thence run S 87°46'59" W, along the
South line of said Block 36, for a distance of 1.53 feet; thence run N 04°44'53" W for a
distance of 187.90 feet to a point 'of intersection with the arc of a circular curve concave
to the Southwest, the center of which bears S 82°00'08" W from said point of
intersection; thence run Northwesterly along the arc of said circular curve concave to the
Southwest, having a radius of 987.00 feet, through a central angle of 06°39'50", for an arc
distance of 114.79 feet to the point of intersection with the North line of said Block 36;
thence run N 87°'46'14" E, along the North line of said Block 36, for a distance of 27.71
feet to the Northeast corner of said Block 36; thence run S 02'16'19" E, along the East
line of said Block 36, for a distance of 301.01 feet to the Point of Beginning.
PARCEL "B":
BLOCK 45N OF A.L. KNOWLTON'S MAP OF MIAMI:
Lots I through 12 inclusive in Block 45N of A.L. KNOWLTON'S MAP OF MIAMI
according to the Plat thereof, as recorded in Plat Book 'B' at Page 41 of Public Records
of Miami -Dade County, Florida.
PARCEL "A":
BLOCK 56N OF A.L. KNOWLTON'S MAP OF MIAMI:
Lots 1 through 12 inclusive in Block 56N of A.L. KNOWLTON'S MAP OF MIAMI
according to the Plat thereof, as recorded in Plat Book 'B' at Page 41 of Public Records .
of Miami -Dade County, Florida.
ors.Documen GLOBAL AGREEMENT 12-18-07 as amended
EXHIBIT "C"
GRANTEE CONSTRUCTION LOAN ACCOUNTING SUMMARY
Page 12of13
Business Loan Statement
5042 8540770 884-27-09-10
MAKE -A -WISH FOUNDATION OF SOUTHERN
343 NW 6TH ST
MIAMI FL 33136-0000
Statement Date: 07/17/2024
Page 1 of 3
Loan Summary
Account Number 9700770348-00004
Current Loan Amount $11,717,400.00
$3,087,258.52
7.84000%
$672.3362
$133,240.75
06/22/2034
Current Principal Balance
Interest Rate
Daily Interest Charge
Interest Paid YTD
Maturity Date
Billing Summary
Payment Due Date
Current Principal Due
Current Interest Due
Current Late Fees Due
Current Other Fees Due
Past Due Date
Past Due Amount
Total Amount Due
08/01 /2024
$0.00
03,359.50
$0.00
50:00
:OO100/0000
$0.00
$23;359.50
Promissory Note #9700770348/00003
Your payment is being drafted from account ##########9715.
In accordance with the terms of your loan, your interest rate changed on
Jul 16,2024. Your new interest rate and payment are reflected In this
statement. Please contact your account officer should you have any
questions. Thank you for banking with Truist.
Equal Housing, Lender 121 Member FDIC
Transaction History
Date Description
Principal
Interest Fees Interest Principal Balance
Rate
CURRENT RATE
06/18/24 ADVANCE PRINCIPAL
07/01/24 INTEREST PAYMENT INTEREST
898,314.96
14,173.78
7.84
Detach hereendmamthyowpaymentIn fhoondottd arnubpa Mako'rherkimes' &b to TndttiBe sum M'6ttJudo?aurh+on eaaintnumharan thochodr.AAxv 7dars1apoitde Urre:
PAYMENT VOUCHER
3,087,258.52
Account Number
TC
Statement Date
Payment Due Date
9700770348 00004
84
07/17/2024
08/01/2024
102970077034800004400000023359500509
0 Check here If you prefer to have your payment drafted
TRUIST ITEM PROCESSING CENTER
PO BOX 580050
CHARLOTTE NC 28258-0050
lip11111111111111111111111111111111i1111iI IIII'I'I11'111111III II
MAKE -A -WISH FOUNDATION OF SOUTHERN
Total Amount Due: $23,359.50
Amount Enclosed $
010000411' 1: 5 260 2 2 2 291: 9 700 7 70 348u' 134
Page 2 of 3
Helpful Information:
For questions regarding this bill, or to pay your account off in full, please contact your local Truist account
officer.
Only Checks or Money Orders should be sent by Mail.
This statement does not reflect activity after statement date.
Payments can be accepted at teller windows of any branch.
Messages:
For over 135 years, through good times and turbulent times, through depressions and recessions, Truist has remained a solid, consistent guiding light
for our clients. Despite the very challenging economic environment, Truist's financial performance remains strong. We have avoided the major
problems being experienced by many of our competitors by making sound investments and decisions that are in your best interest. So no matter what
your next financial need may be, you can take comfort In knowing that Truist is where it has always been, right by your side. Stop by your local
branch, visit TRUIST.com, or call 844.4TRUIST to experience the Truist difference.
Member. FDIC
Automatic Payment Authorization 9700770348-00004
By signing below, you authorize Truist Bank to initiate electronic debits from the checking or savings account listed below ("Account") In the amount of your
scheduled loan payment, as and when same shall be due and payable. You certify that you are an authorized signatory on the Account and that the
Account is a business account You agree that the electronic debits you authorize comply with all applicable law (including but not limited to laws
administered by the U.S. Once of Foreign Assets Control) and with NACHA Rules and Guidelines. This authorization will remain In place until your account
officer receives written notice from you to cancel your automatic payments.
Checking or Savings Account Number to Draft Check One: o Checking o Savings
Financial Institution to Draft Financial Institutions Transit Routing Number
Date Signature of Account Holder
Name and Title Of applicable)
Include a blank voided check (for checking accounts) or a voided deposit slip (for savings accounts).
Please allow 15 days for the setup of the Automatic Payment Draft to be completed.
Business Loan Statement
9700770348-00004
MAKE -A -WISH FOUNDATION OF SOUTHERN
Transaction History
Page 3 of 3
Date Description Principal Interest Fees Interest Principal Balance
Rate
07/01/24- PRIOR PERIOD PRIN AND RATE 2,523.08
ACTIVITY INTEREST
07/01 /24 CHARGES THIS PERIOD 869.77
INTEREST
07/02/24 RATE CHANGE INTEREST
07/02/24 CHARGES THIS PERIOD 671.47
INTEREST
07/03/24 RATE CHANGE INTEREST
07/03/24 CHARGES THIS PERIOD 3,361.69
INTEREST
07/08/24 RATE CHANGE INTEREST
07/08/24 CHARGES THIS PERIOD 671.47
INTEREST
07/09/24 RATE CHANGE INTEREST
07/09/24 CHARGES THIS PERIOD 677.49
INTEREST
07/10/24 RATE CHANGE INTEREST
07/10/24 CHARGES THIS PERIOD 673.19
INTEREST
07/11/24 RATE CHANGE INTEREST
07/11/24 CHARGES THIS PERIOD 671.48
INTEREST
07/12/24 RATE CHANGE INTEREST
07/12/24 CHARGES THIS PERIOD 2,682.48
INTEREST
07/16/24 RATE CHANGE INTEREST
07/16/24 CHARGES THIS PERIOD 10,757.38
INTEREST
7.83
7.84
7.83
7.90
7.85
7.83
7.82
7.84
Member FDIC
EXHIBIT "D"
RESTRICTIVE COVENANT
Page 13 of 13
This instrument was prepared by:
Vincent T. Brown, Esq.
SEOPW CRA, Staff Counsel
819 N.W. 2` d Avenue, 3rd Floor
Miami, FL 33136
Reserved for Recording
DECLARATION OF RESTRICTIVE COVENANTS
RUNNING WITH THE LAND
This Declaration of Restrictive Covenant (the "Covenant") made as of the _ day of 2024
by and between MAKE -A -WISH FOUNDATION OF SOUTHERN FLORIDA, INC., a Florida not -for -
profit corporation (the "Owner"), and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY, a public agency and body corporate, created pursuant to Section
163.356, Florida Statutes (the "CRA"),
RECITALS
WHEREAS, the Owner is the legal owner of fee simple title to that certain property located at 343 NW 611'
Street, Miami, Florida, 33136, as more particularly described on Exhibit "A" attached hereto and
incorporated herein (the "Property"); and
WHEREAS, the Owner requested a grant from the CRA to underwrite a portion of the costs of the
construction loan for the finalization of the Project, a 5-story, multi -use space with experiential and
interactive architecture and modern technology to help wish kids unlock their imagination. (the "Project");
and
WHEREAS, on November 29, 2023, the CRA's Board of Commissioners, pursuant to Resolution No.
CRA-R-23-0058, passed and authorized a grant, in a total amount not to exceed Two Million Dollars and
Zero Cents ($2,000,000.00) (the "Grant") to the Owner for the Project; and
WHEREAS, pursuant to Resolution No. CRA-R-23-0058, the Owner and the CRA entered into a Grant
Agreement dated as of as, of the date hereof (the "Agreement"), setting forth the terms and conditions
relating to the use of the Grant; and
WHEREAS, as a condition of CRA funding the Grant pursuant to the Agreement, the Owner agrees to
execute this Covenant, which shall constitute a covenant running with the land and binding upon the
Property and Owner, its successor and assignee.
NOW THEREFORE, in consideration of the Grant and the Agreement and other good and valuable
consideration the Owner and the CRA agree as follows:
1. RECITALS: The Recitals to this Covenant are true and correct and are hereby incorporated herein
as fully set forth in this Section.
2. Compliance with Agreement; The Owner covenants and agrees to strictly comply with the terms
and conditions of the Agreement, a copy of which is attached hereto as Exhibit "B" and incorporated by
1
reference and made a part hereof. A default by Owner under the terms of the Agreement not cured within
the applicable grace period, if any, shall constitute a breach of this Covenant.
3. Use of Funding: Owner covenants and agrees that funds disbursed under this grant shall be used to
pay a portion of the costs of the construction loan on the Project and will provide documentation upon
request of the CRA of said debt service payments.
4. Right of First Refusal: Owner covenants and agrees that in the event Owner seeks to sell any
interest in the Property during the Temi, as hereinafter defined, Owner shall provide the. CRA not less than
thirty (30) days advanced notice of the proposed sale together with a copy of the purchase agreement (the
"Purchase Agreement") which notice shall be given in accordance with Section 15 below. The CRA shall
have a right of first refusal (the "Right of First Refusal") to purchase the Property on the same terms and
conditions set forth in the Purchase Agreement; however the CRA shall have up to sixty (60) days from
receipt of notice from Owner of the proposed sale, in which to complete the purchase of the Property. The
CRA must notify the Owner of the exercise of its Right of First Refusal within thirty (30) days of receipt
of notice from Owner together with a copy ofthe Purchase Agreement. If the CRA does not exercise the Right
of First Refusal, Owner may sell the Property pursuant to the Purchase Agreement subject to the terms of
this Covenant. If the transaction does not close strictly in accordance with the terms of the Purchase
Agreement, the CRA shall have a Right of First Refusal in connection with any modification of the
Purchase Agreement . Any amendment to the Purchase Agreement shall trigger a requirement of a new
Right of First Refusal other than an extension of the closing date, in which case the current Right of First
Refusal shall be extended only by the term of the extension. If CRA purchases the Property, the CRA shall
get a credit against the purchase price for the unpaid balance of the Grant, if any. The Right of First Refusal
in favor of the CRA shall apply to all subsequent sales during the Term.
5. Sale or Leasing of Property : During the Term of this Covenant If Owner (i) sells the Property ;
or (ii) enters into a lease of substantially all the Property, to an unrelated third party, Owner shall be
obligated to repay the Grant to the CRA within thirty (30) days of any such event.
6. Lien Right: Subject to Section 5, if any amounts are not paid when due by Owner for any repayment
of the Grant, same shall bear interest at twelve percent (12%) per annum from the date due until repaid and
shall be secured by this Covenant and shall constitute a lien on the Property. Owner shall also be liable to
the CRA for its reasonable attorney fees and cost of collection. The CRA may foreclose its lien rights
against the Property in the same manner as a mortgage would be foreclosed, with lien rights having priority
from the date this Covenant is recorded.
7. Subordination: In the event of any sale or transfer of the Property to any unrelated entity of the
Owner, such sale or transfer shall remain, at all times, and in each and every respect, subject and
subordinate to the repayment provision under Section 5.
8. Term: This Covenant shall remain in full force and effect and shall be binding upon the Property
and Owner, and its successors and assigns until the earlier to occur of (i) fifteen (15) years following the
closing of the Owner's construction loan on June 22, 2022; or (ii) November 1, 2042 (the "Term"). After
the expiration of the Term, this Covenant shall lapse and be of no further enforced and effect, except to the
extent there are any funds currently due from Owner to CRA at the end of the Term.
9. Failure to Comply: The Owner agrees that its failure to comply with any aspect of this Covenant
which is not cured within thirty (30) days of written notice from the CRA, shall result in the Owner being
required to reimburse the CRA the full amount of the Grant.
2
10. Inspection and Enforcement: The Owner covenants and agrees that any designated representative
of the CRA shall have the right any time during normal business hours to enter and investigate the use of
the Project to determine whether the conditions of this Covenant are being complied with. Enforcement
shall be by action against the parties or persons violating or attempting to violate any teens in this Covenant.
The CRA, if a prevailing party in any action or suit pertaining to or arising out of this Covenant, shall be
entitled to recover, in addition to costs and disbursements allowed by law, such sum as the Court may
adjudge to be reasonable for the services of its attorney(s). This enforcement provision shall be in addition
to any other remedies available at law, in equity or both.
11. Remedies; Enforceability. The benefits of this Covenant shall inure to and may be enforced by the
CRA and its successors and assigns. If a violation of any of the provisions hereof occurs or is attempted,
the CRA may institute and prosecute any proceeding at law or in equity to abate, prevent or enjoin any such
violation or attempted violation; and to compel specific performance hereunder, it being recognized that
the CRA cannot be adequately compensated by monetary damages in the event of the Owner's default. No
delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the
right of any party entitled to enforce the provisions hereof or to obtain relief against or recover for the
continuation or repetition of such breach or violation or any similar breach or violation hereof at any later
time or times.
12. Filing. Upon execution and delivery by the parties hereto, the Owner shall cause this Agreement
and all amendments and supplements hereto to be recorded and filed in the official public records of Miami -
Dade County, Florida, and in such manner and in such other places as the CRA may reasonably request,
and shall pay all fees and charges incurred in connection therewith. If the Owner has failed to make any
such filing, the CRA may cause such document(s) to be filed.
13. Governing Law. This Agreement shall be governed by the laws of the State of Florida.
15. Amendments. This Covenant shall not be amended, revised, or modified except by a written
instrument, executed by the parties hereto (or their successors in title), and duly recorded in the official
public records for Miami -Dade County, Florida.
16. Notice. Any notices required or permitted to be given under this Covenant shall be in writing and
shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as
Federal Express), or mailed by certified or registered mail, return receipt requested, in a postage prepaid
envelope, and addressed as follows:
If to the Owner:
Make -a -Wish Foundation of Southern Florida, Inc.
Attention: Norman E. Wedderburn
615 NW 4th Avenue
Miami, FL 33136
3
If to CRA:
Withacopyto:
Southeast Overtown/Park West
Community Redevelopment Agency
Attention: James McQueen, Executive Director
819 N.W. 2nd Avenue, Third Floor
Miami, FL 33136
Vincent T. Brown, Esq., Staff Counsel
Southeast Overtown/Park West
Community Redevelopment Agency
819 N.W. 2nd Avenue, Third Floor
Miami, FL 33136
Notices personally delivered or sent via overnight courier shall be deemed given on the date of
delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the
date delivery is refused.
17. Severability. If any provision of this Covenant shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or
impaired thereby.
18. Multiple Counterparts. This Agreement may be simultaneously executed in multiple counterparts,
all of which shall constitute one and the same instrument, and each of which shall be deemed to be an
original.
19. Estoppel Certificates. From time to time the CRA will execute and deliver an estoppel certificate
to Owner confirming the status of Owner's compliance with the terms and conditions of this Covenant
within ten (10) business days of written request from Owner. The estoppel certificate shall state (i) that this
Covenant is in full force and effect and has not been modified, supplemented or amended, or if there has
been any modifications that this Covenant is in full force and effect as modified and identifying the
modifications or if this Covenant is not enforceable, so state; (ii) whether the CRA has issued any written
notice(s) of any default(s) by Owner under this Agreement which remain uncured, and if so, stating the
nature of the default(s); and (iii) whether the CRA knows of any event with the giving of notice or passage
of time, or both, would constitute a default by Owner under this Covenant. Any estoppel certificate required
to be provided pursuant to this Covenant shall be made on behalf of the CRA by the Executive Director of
the CRA.
20. Entire .Agreement: This Covenant and the Agreement constitutes the entire agreement and
understanding between the parties with respect to the subject matter hereof and there are no other
agreements, representations, warranties other than as set forth herein. This Covenant may not be changed,
altered, or modified except by an instrument in writing signed by the party against who enforcement of such
change would be sought.
4
Exhibit "A"
Property Legal Description
5
THE PROPERTY
Folio Numbers
No.
1
2
3
4
Address
615 NW4AVE
365 NW 6 ST
353 NW 6 ST
343NW6ST
Folio
01-0105-040-1030
01-0105-040-1040
01-0105-040-1050
01-0105-040-1060
SF
6,900
6,900
13,800
6,900
5
335 NW 6 ST
01-0105-040-1070
4,367
6
364 NW 6 ST
01-3137-029-0090
3,750
7
537NW4AVE
01-3137-029-0100
3,750
8
358 NW 6 ST
01-3137-029-0080
6,000
9
350 NW 6 ST
01-3137-029-0070
6,000
10
348 NW 6 ST
01-3137-029-0020
2,000
11
330NW6ST
01-3137-029-0030
2,000
12
540 NW 3 CT
01-3137-029-0040
2,000
13
14
534 NW 3 CT
530NW3CT
01-3137-029-0050
01-3137-029-0060
2,000
4,000
15
590NW3CT
01-3137-029-0010
322
16 531 NW 3 CT
01-0106-070-1050
1
Legal Description:
NORTH PROPERTY:
70,690
Total SF
1.62
Total Acreage
Lot 11 in Block 54N, of A.L. KNOWLTON SUBDIVISION, according to the Plat thereof, as
recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida,
less the North 12 feet thereof.
Lot 12 in Block 54 N, of A.L. KNOWLTON SUBDIVISION, according to the Plat thereof, as
recorded in Plat Book B, at Page 41, of the Public Records of Miami -Dade County, Florida,
less the North 12 feet thereof.
The South 138 feet of Lots 13 and 14 in Block 54, NORTH CITY OF MIAMI, according to
the Plat thereof, as recorded in Plat Book B, at Page 41, Public Records of Miami -Dade County,
Florida.
The South 138 feet of Lot 15 in Block 54, NORTH CITY OF MIAMI, according to the Plat
thereof, as recorded in Plat Book B, at Page 41, Public Records of Miami -Dade County,
Florida.
A portion of Lot 16, CUTLER & FRISSELL'S RE -SUBDIVISION of S RE -SUBDIVISION
of BLOCK 54 NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat
Book 1, Page 3, of the Public Records of Dade County, Florida, more particularly described as
follows: Begin at the Southwest corner of said Lot 16 and run Easterly along the South line of
said Lot for a distance of 16.86 feet to a Point of Curvature of a circular curve to the left having
a radius of 14.50 feet and a central angle of 95 degrees 12 minutes 56 seconds for an arc
distance of 24.10 feet to a Point of Compound Curvature of a circular curve having a radius of
3788.72 feet and a central angle of 1 degree 51 minutes 29 seconds for an arc distance of
122.86 feet to a point on the North line of said Lot 16; thence run Westerly along the North
line of said lot for a distance of 18.27 feet to the Northwest corner of said Lot 16; thence run
Southerly along the West line of said Lot 16 for a distance of 137.97 feet to the Point of
Beginning.
SOUTHWEST PROPERTY:
Lot 9 and North 1/2 of Lot 10 of DORN'S SUBDIVISION OF THE NORTH 1/2 OF S
SUBDIVISION OF THE NORTH 1/2 OF BLOCK 67 NORTH, CITY OF MIAMI, according
to the Plat thereof, as recorded in Plat Book `B", at Page 92, of the Public Records of Miami -
Dade County, Florida, and B", at Page 92, of the Public Records of Miami -Dade County,
Florida, and , at Page 92, of the Public Records of Miami -Dade County, Florida, and commonly
known as 348 NW 6th Street, Miami, Florida.
All of Lot 11 and the South 1/2 of Lot 10, of DORN'S SUBDIVISION of the S SUBDIVISION
of the North 1/2 of Block 67, NORTH CITY OF MIAMI, according to the Plat thereof recorded
in Plat Book B, Page 92, of the Public Records of Miami -Dade County, Florida, together with
the improvements thereon.
Lot 12 of DORN'S SUBDIVISION, North half of Block 67, NORTH CITY OF S
SUBDIVISION, North half of Block 67, NORTH CITY OF MIAMI, according to the Plat
thereof, as recorded in Plat Book `B", at Page 92, of B", at Page 92, of , at Page 92, of the
Public Records of Miami -Dade County, Florida.
Lot 13 of DORN'S SUBDIVISION of the North 1/2 of Block 67 NORTH CITY OF S
SUBDIVISION of the North 1/2 of Block 67 NORTH CITY OF MIAMI, FLORIDA,
according to the Plat thereof, recorded in Book "B" of Plats, at B" of Plats, at of Plats, at Page
92, of the Public Records of Miami -Dade County, Florida.
Lots 14 and 15 of DORN'S SUBDIVISION of North 1/2 of Block 67 North City of S
SUBDIVISION of North 1/2 of Block 67 North City of Miami, Florida, according to the Plat
thereof in Plat Book B, at Page 92, of the Public Records of Miami -Dade County, Florida;
a/k/a 537 NW 4th Avenue, Miami, Florida.
SOUTHEAST PROPERTY:
Pt of W 1/2 Lot 8 beg NW cor Sly 50.02 ft E alg S/L 10.01 ft NWLY alg CC 45.94 ft th alg
curve to left arc dist 6.74 ft Wly alg N/L 2.61 ft to POB, Dorns Sub N 1/2 Blk 67, Plat Book
B Page 92, in the County of Dade, State of Florida.
Beginning at Northwest corner of Lot 7, East 10.01 feet and then Southeasterly by curve to
right Arc distance 100.07 feet to South Line of Lot 6, West 14.65 feet North to Point of
Beginning of DORNS SUBDIVISION North 1/2 Block 67 according to the plat thereof
recorded in Plat Book B, at Page 92 of the Public Records of Dade County, Florida.
THE ABOVE PROPERTIES ALSO KNOWN AS FOLLOWS:
NORTH PROPERTY:
Lots 11 through 15, PLAT OF BK 54 N CITY OF MIAMI, according to the Plat thereof, as
recorded in Plat Book 1, Page 3, of the Public Records of Dade County, Florida.
Together with:
A portion of Lot 16, PLAT OF BK 54 N CITY OF MIAMI, according to the Plat thereof, as
recorded in Plat Book 1, Page 3, of the Public Records of Dade County, Florida, more
particularly described as follows:
Begin at the Southwest corner of said Lot 16 and run Easterly along the South line of said Lot
for a distance of 16.86 feet to a Point of Curvature of a circular curve to the left having a radius
of 14.50 feet and a central angle of 95 degrees 12 minutes 56 seconds for an arc distance of
24.10 feettoa Point of Compound Curvature of a circular curve having a radius of 3788.72
feet and a central angle of 1 degree 51 minutes 29 seconds for an arc distance of 122.86 feet to
a point on the North line of said Lot 16; thence run Westerly along the North line of said lot
for a distance of 18.27 feet to the Northwest corner of said Lot 16; thence run Southerly along
the West line of said Lot 16 for a distance of 137.97 feet to the Point of Beginning.
SOUTHWEST PROPERTY:
Lots 9 through 15, DORN'S SUB DIV OF THE NORTH (1/2) HALF OF BLOCK 67 N OF S
SUB DIV OF THE NORTH (1/2) HALF OF BLOCK 67 N OF MIAMI FLORIDA, according
to the plat thereof recorded in Plat Book B, at Page 92 of the Public Records of Dade County,
Florida, according to the Plat thereof, as recorded in Plat Book `B", at Page 92, of the Public
Records of Miami -Dade B", at Page 92, of the Public Records of Miami -Dade , at Page 92, of
the Public Records of Miami -Dade County, Florida.
SOUTHEAST PROPERTY:
Pt of W 1/2 Lot 8 beg NW cor Sly 50.02 ft E alg S/L 10.01 ft NWLY alg CC 45.94 ft th alg
curve to left arc dist 6.74 ft W1y alg N/L 2.61 ft to POB, DORN'S SUB DIV OF THE NORTH
(1/2) HALF OF BLOCK 67 N OF MIAMI S SUB DIV OF THE NORTH (1/2) HALF OF
BLOCK 67 N OF MIAMI FLORIDA, according to the plat thereof recorded in Plat Book B,
at Page 92 of the Public Records of Dade County, Florida
Together with:
Beginning at Northwest corner of Lot 7, East 10.01 feet and then Southeasterly by curve to
right Arc distance 100.07 feet to South Line of Lot 6, West 14.65 feet North to Point of
Beginning, DORN'S SUB DIV OF THE NORTH (1/2) HALF OF S SUB DIV OF THE
NORTH (1/2) HALF OF BLOCK 67 N OF MIAMI FLORIDA, according to the plat thereof
recorded in Plat Book B, at Page 92 of the Public Records of Dade County, Florida.
Exhibit "B"
[Copy Grant Agreement]
6
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