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HomeMy WebLinkAbout25764AGREEMENT INFORMATION AGREEMENT NUMBER 25764 NAME/TYPE OF AGREEMENT OMNI CRA & UNI 17TH STREET, LLC DESCRIPTION 3RD AMENDMENT TO ECONOMIC INCENTIVE AGREEMENT/MIXED-USED & MIXED -INCOME PROJECT TO RUN WITH LAND UNI TOWER/FILE ID: 15521/CRA-R-25-0030 EFFECTIVE DATE September 23, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 9/23/2025 DATE RECEIVED FROM ISSUING DEPT. 9/25/2025 NOTE Prepared By: Kristofor W. Nelson Esq. General Counsel N.R. Group Management, Inc. 1600 Northeast 1st Avenue, Suite 3800 Miami, Florida 33132 After recording return to: George K. Wysong, III, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Property Folio and Address: 01-31360050330; 70 NE 17"' Street, Miami, Florida, 90 NE 17'" Street, Miami, Florida, 1642 NE 1" Avenue, Miami, Florida Note to Recorder: The following Third Amendment to the Economic Incentive Agreement for Mixed -Use and Mixed -Income Project between the OMNI COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created by the City of Miami and UNI 17" Street, LLC, as assignee of N.R. Investments 11, LLC, amends that certain Economic Incentive Agreement for Mixed -Use and Mixed Income Project, recorded on June 5, 2020 in Official Records Book 31961, Page 2616 and Clerk's File Number 20200318803 of the Public Records of Miami -Dade County, Florida. THIRD AMENDMENT TO THE ECONOMIC INCENTIVE AGREEMENT FOR MIXED -USE AND MIXED -INCOME PROJECT TO RUN WITH THE LAND (Amending the amount of The Funds and extending the Affordability Period) THIS THIRD AMENDMENT TO THE ECONOMIC INCENTIVE AGREEMENT FOR d MIXED -USE AND MIXED -INCOME PROJECT ("Third Amendment") is entered into this 23 day of W, 2025, between, UNI 17th STREET, LLC, a Florida limited liability company, `UNI") as assignee of N.R. Investments 11, LLC, ("NRI") , and their assigns or successors in interest, with their principal office located at 1600 Northeast 1st Avenue, Suite 3800, Miami, Florida 33132 and the OMNI COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created by the City of Miami (the "Cj") in 1987 pursuant to Florida Statutes Section 163.356, with a principal office located at 1401 N. Miami Avenue, 2°a Floor, Miami, Florida 33136 (hereinafter the "CRA") modifies that certain Economic Incentive Agreement For Mixed -Use and Mixed -Income Project executed on May 21st, 2020 and recorded on June 5t", 2020 in Official Records Book 31961, Page 2616 and Clerk's File Number 20200318803 of the Public Records of Miami -Dade County, Florida (the "Original Agreement") (as amended by the certain Amendment to the Economic Incentive Agreement for Mixed -Use and Mixed Income Project dated April 9", 2021, (the "Assignment") and that certain First Amendment to the Economic Incentive Agreement for Mixed -Use and Mixed -Income Project dated October 24, 2022, (the "First Amendment"); the Original Agreement, the Assignment, and the First Amendment are collectively, the "Economic Incentive Agreement") on the parcel of land as more thoroughly described in Exhibit "A" attached hereto. RECITALS: WHEREAS, on October 30, 2019, the Board of Commissioners of the CRA adopted Resolution No. CRA-R-19-0046, authorizing the Economic Incentive Agreement For Mixed -Use and Mixed -Income Project between the CRA and NRI, which was executed on May 21', 2020, and is attached and incorporated herein as Exhibit `B," to build the Uni Tower project with affordable and workforce units, making up the two -hundred fifty-two (252) CRA Assisted Units (the "Original Agreement"); and WHEREAS, on April 9, 2020, the Board of Commissioners of the CRA, adopted Resolution No. CRA-R-20-0001, which is attached and incorporated herein as part of Exhibit `B," authorizing the allocation of grant funds to NRI in an amount not to exceed Five Million, five Hundred Thousand Dollars ($5,500,000.00) to for the construction of the two -hundred fifty-two (252) CRA Assisted Units; and WHEREAS, the CRA and UNI entered into an amendment to the Original Agreement dated June 5, 2020, attached and incorporated herein as Exhibit "C," which provided for the assignment of the Original Agreement from NRI to UNI (the "Assignment"); and WHEREAS, on October 24, 2022, the CRA and UNI entered into the First Amendment to the Original Agreement to provide for the allocation of an additional Five Million Dollars ($5,000,000.00), (the "First Amendment"), which is attached and incorporated herein as Exhibit "D"t; and WHEREAS, UNI requested that the CRA provide an increase in the Funds2 by providing an additional Five Million Dollars ($5,000,000), resulting in total Funds in the amount of Fifteen Million Five Hundred Thousand Dollars ($15,500,000) in the aggregate for the Mixed -Use and Mixed -Income Project; and WHEREAS, on June 26, 2025, the CRA Board adopted Resolution No. CRA-R-25-0030, attached and incorporated herein by reference as Exhibit "E" ("2025 Resolution"), authorizing the increase in the grant funds in the amount of Five Million Dollars ($5,000,000) to UNI for the CRA- Assisted Units; and WHEREAS, pursuant to the 2025 Resolution, and in consideration of the additional funding, UNI agreed to extend the Affordability Period from July 7, 2047 to July 7, 2055; and WHEREAS, pursuant to the 2025 Resolution, UNI shall retain the option to repay up to Five Million Dollars ($5,000,000.00) on a prorated basis between July 7, 2047 and July 7, 2055 in order to remove the rent restrictions of the CRA Assisted units, during that period; and This amendment was titled "First Amendment Economic Incentive Agreement for Mixed -Use and Mixed -Income Project even though it was the second amendment to the Original Agreement, following the Assignment. For future reference, there is no amendment related to this transaction that is titled as the "Second Amendment." 2 Capitalized terms not expressly defined herein will have the definitions attributed to them in the Economic Incentive Agreement. WHEREAS, this Amendment serves both a municipal and public purpose, and is consistent with the OMNI CRA Redevelopment Plan, and the provisions of Chapter 163, Florida Statutes. NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, UNI and the CRA hereby agree as follows: 1. Recitals. The Recitals to this Third Amendment are incorporated herein by reference and made a part hereof. 2. All Other Terms and Rights Unchanged. Unless expressly modified by this Third Amendment, all other terms, conditions and rights remain in or created by the Economic Incentive Agreement remain unchanged. 3. Increase in Funds. The Funds as defined in Section 5.1 of the Original Agreement, as amended by the First Amendment, are hereby increased to provide an additional Five Million and 00/100 Dollars ($5,000,000) in funding, which results in a total funding of an amount not to exceed Fifteen Million Five Hundred Thousand Dollars ($15,500,000). 4. References to the Funds. All the references to the grant funds amount of Ten Million Five Hundred Thousand Dollars ($10,500,000) in the Original Agreement, as amended by the First Amendment are hereby amended to provide for a total grant funds in the amount of Fifteen Million Five Hundred Thousand Dollars ($15,500,000). 5. Affordability Period. The definition of "Affordability Period" in Section 2.1 of the Original Agreement, as amended by the First Amendment, is hereby deleted and replaced as follows: "Affordability Period" shall mean the period of time that the Developer shall maintain the rents charged on all CRA-Assisted Units as described by the Unit Mix in the Rent Regulatory Agreement (as defined below). The Affordability Period shall begin when Substantial Completion of the Project occurs. The Developer shall maintain the Unit Mix, as defined in the Rent Regulatory Agreement until July 7, 2055. 6. Option to Terminate Affordability Period. UNI shall retain the option to repay up to Five Million Dollars ($5,000,000.00) to the CRA on a prorated basis between July 7, 2047 and July 7, 2055 in order to remove the rent restrictions of the CRA Assisted units, during that period. 7. Conflicts. In the event of any conflict between the terms of the Original Agreement, as amended by the Assignment and the First Amendment, and the terms of this Third Amendment, the terms of this Third Amendment shall control. 8. Disbursement Schedule. The Disbursement Schedule for the Funds authorized pursuant to this Third Amendment is as follows: Two Million Five Hundred Thousand Dollars ($2,500,000) to be paid within thirty (30) days of execution of this Third Amendment and Two Million Five Hundred Five Hundred Thousand Dollars (2,500,000) during fiscal year 2025-2026 for the CRA, on or before March 1, 2026. 9. Agreement to Run with the Land. All rights and obligations contained herein, shall be binding upon UNI and its respective successors and assigns from the Effective Date of the Original Agreement, until the Expiration of the Affordability Period, and shall be recorded in the Public Records of Miami -Dade County, Florida, and shall run with the Property as described in Exhibit "A," attached hereto and incorporated herein by reference. In the event all or any portion of the Property is conveyed to a third -party, such successor shall be bound by the terms and provisions of the Original Agreement, as amended by the First Amendment and this Third Amendment to the same extent as if such successor owner had executed this Third Amendment. Upon the Expiration of the Affordability Period, the covenants herein shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon the Expiration of the Affordability Period, the CRA shall prepare for recording an instrument evidencing the expiration of and other termination of the Original Agreement, as amended by the First Amendment and this Third Amendment in the Public Records of Miami -Dade County, Florida. 10. Recordation. This Third Amendment shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Developer within fifteen (15) calendar days after all parties have executed this Third Amendment and the originals are received by UNI. 11. Counterparts; Electronic Signatures. This Third Amendment may be executed in any number of counterparts, each of which shall be deemed original, but all of which shall constitute one and the same instrument. Facsimile, .pdf and other electronic signatures to this Third Amendment shall have the same effect as original signatures. IN WITNESS WHEREOF, the parties hereto have caused this THIRD AMENDMENT to be executed by their undersigned officials as duly authorized. WITNESSES: Print ¶►:'�� N Print Name: l4&. vit A46S { ` STATE OF FLORIDA COUNTY OF MIAMI-DADE UNI: UNI 17th Street, LLC, a Florida limited liability company By: NR Manager, LLC, a Florida limited liability company, its Manager By: Name: Title: n e • ttesmann anager ACKNOWLEDGEMENT The foregoing instrument was acknowl-de• • -, •re me by means of C "physical presence or D online notarization, this day of 025, by Ron Gottesmann, as Manager of NR Manager, LLC, a Florida limited liability company, the Manager of UNI 17th Street, LLC, a Florida limited liability company, on behalf of the limited liability c pany, who is personally own to me or has produced as identific . ion. My Commission Expires: Notary Public, . tate of Florida ,,,y--w,,u11N,,,,,, �p,GAM�U p,I�. O�Y P(/ ' MY COMMISSION EXPIRES 4-1$-2$29 ' ... it OFFVOt':`V IN WITNESS WHEREOF, the parties hereto have caused this THIRD AMENDMENT to be executed by their undersigned officials as duly authorized. ATTEST: odd Date: APPROVED AS TO 'CE REQUIREMENTS / / k--- David Ruiz Interim Dire or o i Risk Management CRA: OMNI COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created by the City of Miami pursuant to Florida Statutes Section 163.356 ("CRA") By: 1\IW) Isiaa Jones, Executive Director APPROVED AS TO FORM AND CORRECTNESS: David N. Tolces, Special Outside Counsel Exhibit A Legal Description of the Properties at 70 NE 17th Street, 90 NE 17th Street, and 1642 NE lst Avenue, Miami, Florida Full Legal Description Parcel 1: Lot 1, less the North 10 feet, and the East 10 feet, Block 8, Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida, together with the East 1/2 of the 10 foot vacated alley right of way adjacent to and abutting the West line of said Lot 1, less the North 10 feet. Parcel 2: Lots 3 and 4, less the East 10 feet of Lot 4, Block 8, Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida, together with that portion of the 10 foot vacated alley right of way situated between said Lots 3 and 4. Parcel 3: Lot 2, less the North 10 feet, Block 8, of Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida and the Westerly 5 feet of a 10 foot alley vacated by City of Miami Ordinance No. 13492 "Mas Index" 23H10 Ordinance and Vacation recorded in Official Records Book 29757, Page 1686, Official Records Book 29778, Page 3598, Official Records Book 29877, Page 4214 and in Official Records Book 30125, Page 2511, all of the Public Records of Miami -Dade County, Florida, lying adjacent to Lot 2, Block 8, of Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida, and being bound of the North by an extension of a line 10 feet Southerly of the North boundary line of Lot 2, Block 8, extending Easterly for 5 feet and on the South by an extension of the Southerly boundary line of Lot 2, Block 8, Easterly for 5 feet. Exhibit "B" Economic Incentive Agreement for Mixed -Use and Mixed -Income Project executed May 21, 2020 CFN: 20200318803 BOOK 31961 PAGE 2616 DATE:06/05/2020 04:26:44 PM HARVEY RUVIN, CLERK OF COURT, MIA-DADE CTY Prepared By: Marc D. Sarnoff, Esq. Shutts & Bowen LLP 200 S. Biscayne Blvd., Suite 4100 Miami, Florida 33131 After recording return to: Victoria Me,ndez, Esq. City Attorney, City of Miami 444 S,W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 ECONOMIC INCENTIVE AGREEMENT FOR MIXED-CJSE AND MIXED -INCOME PROJECT Development of Properties located at 70 NE 17th Street, 90 NE 17d' Street, and 1642 NE 1' Avenue, Miami, Florida (hereinafter "Uni Tower") THIS ECONOMIC INCENTIVE AGREEMENT FOR MIXED -USE AND MIXED - INCOME PROJECT (the "Auxeement") is made as of this 21 day of May , 2020, by and between N.R. INVESTMENTS 11, LLC, a Florida limited liability company 'and its successors or assigns, with a principal office located at 1111 Park Centre Boulevard, Suite 450, Miami Gardens, Florida 33169 (the `Developer"), and OMNI COMMUNITY REDEVELOPMENT AGENCY, a public agency and corporate body created in 1987 by the City of Miami pursuant to Florida Statutes Section 163.356, with a principal office located at 1401 N. Miami Avenue, 2"d Floor, Miami, Florida 33136 (the "CRA"), and hereby provides: RECITALS: WHEREAS, the CRA was formed for the purpose of removing slum and blight in the Omni Redevelopment Area (the "Redevelopment _Area") and to promote redevelopment and employment within the Redevelopment Area. WHEREAS, the CRA's 2010 Redevelopment Plan's (the "Plan") objective is to encourage and assist in the creation of a variety of housing in the Redevelopment Area (as defined below), including affordable and workforce housing. WHEREAS, the Developer submitted a request for tax increment rebate to underwrite a portion of the costs to develop a mixed -use project consisting of up to approximately six thousand (6,000) square feet of ground floor retail, up to approximately thirty thousand (30,000) square feet of office space, and no Iess than two hundred fifty-two (252) affordable housing units within the Redevelopment Area at the properties located at 70 NE 17th Street, 90 NE 17th Street, and 1642 NE 1st Avenue, Miami, Florida (the "Project"). WHEREAS, the Developer submitted a request for a cash grant of Five Million, Five Hundred Thousand Dollars ($5,500,000.00) (approximately Twenty -One Thousand, Eight Hundred Twenty -Five Dollars ($21,825.00) per residential unit) to fund a portion of the costs to develop the Project. Page 1 of 35 CFN: 20200318803 BOOK 31961 PAGE 26.17 WHEREAS, the Project (as defined below) is the City's (as defined below) and CRA's first one hundred percent (100%) fully restricted affordable and workforce housing of two hundred fifty-two (252) units in the City's central business district. WHEREAS, on October 30a', 2019, the CRA Board (as defined below) adopted Resolution No. CRA-R-19-0046, attached and incorporated herein as Exhibit "A", authorizing this economic incentive to build the Uni Tower project with affordable and workforce units as more fully described below. WHEREAS, on April 9th, 2020, the CRA Board (as defined below) adopted Resolution No. CRA-R-20-0001, attached and incorporated herein as Exhibit "B", authorizing the allocation of grant funds in an amount not to exceed Five Million, Five Hundred Thousand Dollars ($5,500,000.00) to the Developer for the construction of the two hundred fifty-two (252) affordable and workforce units ("CRA-Assisted Units") as more fully described in the Rent Regulatory Agreement as defined below. NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer and the CRA hereby agree as follows; 1. RECITALS. The Recitals to this Agreement are incorporated herein by reference and made a part hereof. 2. DEFINITIONS. The following terms used in this Agreement shall have the following meanings: 2.1 "Affordability Period" shall mean the period that the Developer shall maintain the rents charged on all CRA-Assisted Units as described by the Unit Mix in the Rent Regulatory Agreement (as defined below). The Developer shall maintain the Unit -Mix until either a) December 31, 2038 if the CRA is terminated after March 31, 2030, but before 2047 or b) July 7, 2047 if the life of the CRA is extended to July 7, 2047. 2.2 "Base Year" shall mean the calendar year preceding the calendar year in which the tax rolls for the County (as defined below) with respect to any Folio Number with respect to a portion of the Property (as defined below) on which the Project has been constructed reflecting an increase in the assessed value of that portion of the Property as a result of the Substantial Completion (as defined below) of such Project. 2.3 "Bond Obligations" has the meaning ascribed to such term in Section 4. 2.4 "Children's Trust" means that certain independent special district authorized pursuant to Section 1.01,A.11 of the County Home Rule Charter and Florida Statutes Section 125.901, for the purpose of providing funding for children's services throughout the County. / ' Florida. 2,5 "City" means the City of Miarni, a municipal corporation of the State of Page 2 of 35 CFN: 20200318803 BOOK 31961 PAGE 2618 2.6 "City Approval" means the approval by the City Commission of the City of the CRA Budget (as defined below) for the applicable year, which CRA Budget includes a line item for the applicable Incentive Payment (as defined below) to be paid in accordance with the terms of this Agreement. 2.7 "County" means Miami -Dade County, a political subdivision of the State of Florida. 2.8 "County Approval" means the approval by the Board of County Commissioners of the County of the CRA Budget (as defined below) for the applicable year which includes a line item for the applicable Incentive Payment to be paid in accordance with the terms of this Agreement. 2.9 "CRA" shall have the meaning ascribed to the term in the introductory paragraph. • 2.10 "CRA Approval" means the approval by the CRA Board (as defined below) of the annual CRA Budget which includes a line item for the Incentive Payment for the applicable year, 2.11 "CRA. Assisted Units" are the two hundred fifty-two (252) affordable and workforce housing units referred to in the Rent Regulatory Agreement (as defined below). 2.12 "CRA Board" means the board of directors of the CRA. 2.13 "CRA Budget" means the annual budget for the operation of the CRA approved by the CRA Board, subject to City Approval and County Approval. 2.14 `Developer" shall have the meaning ascribed to such term in the introductory paragraph. 2.15 `Effective Date" means the date of execution and delivery of this Agreement by all parties hereto. 2.16 "Executive Director" means the executive director of the CRA. 2.17 "Extension Interlocal 'Agreement" means that Interlocal Agreement between the City, the County and the CRA with respect to the extension of the life of the CRA through July 7th, 2047. 2,18 "Funds" shall have the meaning ascribed to such term in Section 5.1. 2.19 "Global Agreement" means that certain lnterlocal Agreement between the City, the County, Southeast OvertownfPark West CRA, and the CRA dated as of December 31, 2007, Page 3 of 35 CFN: 20200318803 BOOK 31961 PAGE 2619 2.20 "Grant" means that certain Grant awarded to Developer by the CRA pursuant CRA Resolution No. CRA-R-20-0001 adopted April 9'a, 2020 to be disbursed pursuant to the terms of this Agreement. Development. Section 3.5.1. 2.21 "HUD" means the United States Department of }lousing and Urban 2.22 "Incentive Payment" shall have the meaning ascribed to such term in 2.23 "Incremental TIF" shall mean, for each tax year, the tax increment revenues, if any, actually received by the CRA from the County and City with respect only to the Project following Substantial Completion (as such term is defined hereinafter) on the Property after the deduction for any (i) allocable administrative charges imposed by the County and the City (but not administrative costs associated with the operation of the CRA), (ii) all allocable charges and/or payments to or for the benefit of the Children's Trust, (iii) other adjustments to the assessed value of the improvements made by the City and/or County as a result of challenges or tax contests with respect to the assessed value of any of the Improvements, (iv) any payments that the CRA is required to make to the City and the County under the terms of the Global Agreement and any amendments or modifications thereto, (v) any payment to be made to the City and the County under the Extension Interlocal Agreement with respect to the Property, and (vi) reductions in tax increment revenues to the CRA as a result of (a) dedications made subsequent to the December 31, 2019 resulting in any reduction in the tax increment revenues paid to the CRA with respect to the portion of the Property so dedicated and (b) demolition of any improvements located on the Property as of the December 31, 2019. For avoidance of any doubt, Incremental I'll, specifically does not include any incremental revenues associated with the land comprising the Property or improvements on the Property located on the Property as of December 31, 2019. If the Tax Assessor discontinues having a separate breakdown between the assessed value of the land and the assessed value of the improvements, the assessed value of the land shall be deemed to be either (i) the assessed value of the land as of the Base Year if the Tax Assessor Is no longer making a separate breakdown of the assessed value of the land and the assessed value of the improvements as of the Base Year; or (ii) if the change occurs after the Base Year the last year where the Tax Assessor has made a separate breakdown of the assessed value of the land after the Base Year and in either event such assessed value of the land shall be deemed to increase three percent (3 %) per annum for each year thereafter, compounded annually, 2.24 "Project" means the Improvements constituting a mixed -income and mixed -use project consisting of up to appioximately six thousand (6,000) square feet of ground floor retail; up to approximately thirty thousand (30,000) square feet of office space, and no less than two hundred fifty=two 252 affordable and workforce housing units located at 70 NE 17th Street, 90 NE 17' Street, and 1642 NE 1'' Avenue, Miami, Florida within the Redevelopment Area. 2,25 "Property" means all of the certain real property located in the Redevelopment Area which is more particularly described on Exhibit "C" attached hereto and made a part hereof, all of which is located within the Redevelopment Arca (as defined below). Page 4 of 35 CFN: 20200318803 BOOK 31961 PAGE 2620 2,26 "Redevelopment Area" has the meaning of the CRA's designated redevelopment area. 2.27 "Rent Regulatory Agreement" means that certain Rent Regulatory Agreement executed herewith between the CRA and the Developer, is incorporated herein by reference, and establishes the affordable and workforce percentages and units, making up the two hundred fifty-two (252) CRA Assisted Units. 2.28 "Substantially Completed" or "Substantial Completion," or words of like import, means with respecf to such Project that a temporary or permanent certificate of occupancy, or its equivalent, has been issued by the City for the Project to enable its intended use and the Project is included on the tax rolls. For the avoidance of any doubt, Substantial Completion of the Project shall mean that temporary or permanent certificates of occupancy, or their equivalent have been issued by the City for not less than seventy percent (70%) or one hundred seventy-seven (177) of the CRA-Assisted Units. 2.29 "Term" shall mean the period commencing on the Effective Date and terminating upon the expiration of the life of the CRA, which currently is set expire on March 31, 2030, as the same may be extended pursuant to the Extension Interlocal Agreement or otherwise with the approval of the City and the County in accordance with all applicable laws, anticipated to be July 7, 2047. However, if the CRA is terminated after March 31, 2030, then the City shall monitor this Agreement and ensure that Developer complies with any obligations that may continue beyond March 31, 2030, including, but not limited to, the Affordability Period of the CRA-Assisted Units. 2.30 "TIF Agreement" has the meaning ascribed to said term in Section 4.3. 3, DEVELOPMENT OF PROJECT & PROJECT INCREMENTAL TIF. 3.1 Development of Project. Developer anticipates that the Project shall be constructed as more fully described in the Rent Regulatory Agreement. 3.2 Commencement of Construction of the Project. Developer will commence construction of the Project within twelve (12) months from the Effective Date of this Agreement, subject to any delays as a result of Force Majeure events or other delays beyond the reasonable control of the Developer. 3.3 Substantial Completion. Developer will obtain all required certificates of occupancy for the CRA-Assisted Units within thirty-six (36) months from the Commencement of Construction, as may be extended as a result of Force Majeure events. 3,4 CRA-Assisted Units Rents. Upon Substantial Completion of the Project, the CRA-Assisted Units will only be used in accordance with the terms and conditions of the Rent Regulatory Agreement. as follows: 3.5 Incremental TIF Incentive. Payment of Ninety -Five Percent (95%) of TIF Page 5 of 35 CFN: 20200318803 BOOK 31961 PAGE 2621 3,5.1 Payment of Incremental 11F. On an annual basis for each calendar year commencing after the Base Year and after Substantial Completion of the Project continuing throughout the Term of this Agreement, the CRA shall pay to Developer, its assigns or its successors in interest, an incentive payment equal to Ninety -Five Percent (95%) of the project's Incremental TIF (the "Incentive Payment") annually, or Four Hundred Twenty Thousand Dollars ($420,000.00) annually, whichever is less, per year until March 31, 2030, or until 2047 if the life of the CRA is extended to July 7, 2047 subject to the rent restrictions of the CRA-Assisted Units pursuant to this Agreement. The restriction on rent is desoribed in the Rent Regulatory Agreement. All Incentive Payments shall be due and payable within forty-five (45) days of the CRA's receipt of Incremental TIF and an invoice from the Developer, Notwithstanding the foregoing, although the Developer will be entitled to receive the Incentive Payment after the first calendar year after the Base Year and Substantial Completion, the CRA will not issue the first Incentive Payment until the City issues temporary or permanent certificates of occupancy, or their equivalent, for one hundred percent (100%) of the CRA-Assisted Units. In no event shall the total amount paid by the CRA under this Agreement exceed Eight Million, Four Hundred Seventy -One Thousand, Two Hundred Thirty -Eight Dollars ($8,471,238.00). 3.5.2 Assieriinent of Incentive Payments, The assignment of the Incentive Payment by the Developer, its assigns or successors in interest shall not release Developer of its duties and obligations under this Agresement or the Rent Regulatory Agreement. 4. SUBORDINATION OF INCENTIVE PAYMENT. 4.1 Developer acknowledges and agrees ;that the obligations of the CRA under this Agreement to make Incentive Payments hereunder' are junior and subordinate to the obligations of the CRA to pay debt service with respect to any bonds existing as of the Effective Date (such obligations .the "Bond Obligations"). Under no circumstances shall the CRA be obligated to make Incentive Payments from its general revenues or any other sources if Incremental TIF is unavailable after the CRA makes all required payments with respect to the Bond Obligations. To the extent no Incremental 'Ell- or only a portion of the Incremental TIF is available to pay the CRA's obligations under this Agreement as a result of the Bond Obligations, the bicentive Payments shall be reduced to the amount of Incremental TIF available, if any. and the shortfall shall be deferred to subsequent year(s) and the maximum annual payment of Four Hundred and Twenty Thousand Dollars ($420,000) will be temporarily waived in such subsequent years as necessary to repay any deferred amounts due to Developer pursuant to this Agreement, subject to the Incremental TIFogenerated by the Project at such time. Any deferred amounts to Developer shall only be paid from Incremental TIF generated by the Project and under • no circumstances shall the CRA be obligated to make deferred payments from its general revenues or any other sources. If requested by the CRA, Developer shall execute a subordination agreement confirming that this Agreement is junior and subordinate to any Bond existing as of the Effective Date within ten (10) business days of written request by the CRA 4.2 Pledge of,1Lth Revenues. In the event the CRA issues additional bonds or obligations, subsequent to the Effective Date, the CRA covenants and agrees not to pledge the Incremental TIF derived from the Project which will be payable to Developer under this Agreement as collateral for such bonds or obligations. Page 6 of 35 CFN. 20200318803 BOOK 31961 PAGE 2622 4,3 Additional Agreements Regarding Use of Incremental TIF. Developer acknowledges and agrees that nothing contained in this Agreement shall be deemed or construed to prevent the CRA from entering into agreements similar to this Agreement (each a "TIE Agreement") pursuant to which the CRA commits to pay such developers a portion of the Incremental I'll generated from their project within the Redevelopment Area. Developer acknowledges and agrees that Incremental TIF generated from other projects which are payable under other TIF Agreement(s) will not be available to make up for any shortfall under Section 4.1, 5. ,GRANT. 5,1 Funds. Subject to the terms and conditions set forth herein and Developer's compliance with all of its obligations under this Agreement and the Rent Regulatory Agreement, the CRA hereby agrees to make available to the Developer the Grant in the amount not to exceed Five Million, Five Hundred Thousand Dollars ($5,500,000.00) ("Funds") for the Project to be used solely for the costs associated with the land acquisition, deign, permitting, and construction of the CRA-Assisted Units and to be disbursed in the manner hereinafter provided. 5.2 Use of Funds, The Funds shall be used by Developer to fund all costs and expenses incurred by the Developer relating to the land acquisition, design, permitting, and construction of the CRA-Assisted Units. The Funds shall be used solely for any direct costs related to the land acquisition, design, permitting, and construction of the CRA-Assisted Units, The Funds shall not be used for any costs associated with the design, and construction of the retail or office space that is a part of the Project. For the avoidance of doubt, the Developer can use the funds for one hundred percent (I00%) of the permit, impact, water and sewer fees, and any other costs solely for the use and benefit of the CRA-Assisted Units. :For simplicity, the CRA and the Developer agree that seventy-five percent (75%) of all costs and expenses incurred by the Developer in connection with the Project will be allocated to CRA-Assisted Units, subject to the reimbursement requirements below, and twenty-five percent (25%) to the retail and offices areas, which will not be funded by the Grant. The Developer shall use Generally Accepted Accounting Principles ("GAAP") and other best practices and industry standards to properly account for the use of the Funds, If there is any uncertainty with regards to certain costs incurred by the Developer, the CRA, in its reasonable discretion, may make a determination of whether those certain costs are compliant with this Section 5.2. 5,3 Disbursement of Funds. Subject to the terms and conditions contained in this Agreement, the CRA shall make Funds available to Developer in an amount not to exceed Five Million, Five Hundred Thousand Dollars ($5,500,000.00) on a reimbursement basis. Payments will be made according to the Disbursement Schedule, attached and incorporated herein as Exhibit "D", and upon receipt and written approval of a Reimbursement Request by the CRA, not to be unreasonably withheld. 5.3.1 Payments will be made only after Developer has submitted to the CRA and the CRA has received and approved in writing a Reimbursement Request. The Reimbursement Request shall (a) be accompanied by sufficient supporting documentation and details, and (b) be subject to verification by the CRA as allowable expenditures of the Funds pursuant to Section 5.2 of this Agreement. The Reimbursement Request shall include a Budget to Actual Expenditure Report, along with receipts and/or invoices supporting all expenditures. All Page 7of35 CFN 20200318803 BOOK 31961 PAGE 2623 invoices must be paid prior to being submitted as part of a Reimbursement Request. All costs and expenses in the Reimbursement Request will be at actual costs to the Developer with no markups. Each'invoice included as part of the Reimbursement Request shall be submitted with a copy of the cancelled check that was issued to pay the same, or other CRA approved document(s) evidencing payment by the Developer. Should a receipt or invoice be paid by various funding sources, a copy of the receipt or invoice may be submitted but must indicate the exact amount paid by the various funding sources that must equal the total of the receipt or invoice. All documentation provided by the Developer in support of a Reimbursement Request shall be subject to approval at the reasonable discretion of the CRA. The CRA reserves the right to reasonably request any additional supporting documentation needed to process a Reimbursement Request or as may be reasonably required to allow proper audit of the Developer's expenditures, should the CRA require an Audit to be performed. Additionally, the CRA shall have the right to visit and to inspect the Project, in order to conduct its monitoring and evaluation activities, and that Developer shall cooperate with the CRA in the performance of these activities. Developer's failure to comply with these requirements or the receipt or discovery (by monitoring, evaluation, or audit) by the CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the CRA to withhold Funds until such requirements are met or information is provided. 5.3.2 In no event shall payments to the Developer under this Agreement exceed Five Million, Five Hundred Thousand Dollars ($5,500,000.00), Funding under this Agreement is subject to the CRA's ability to secure fending from a financial institution to underwrite the costs as described in this Agreement and subject to the availability of Funds. Notwithstanding the foregoing, the CRA acknowledges and agrees the CRA will fund the first (2) two disbursements provided in the Disbursement Schedule without; securing financing prior -to such payments, but may request such payments be reimbursed through future financing. 5.3.3 Compliance Policies and Procedures. Developer understands that the use of the Funds is subject to specific reporting, record keeping, administrative and contracting guidelines, audit, and other requirements of this Agreement. Developer covenants and agrees to comply with any and all such requirements, and represents and warrants to the CRA that the Funds shall be used in accordance with all of the requirements, terms and conditions contained herein, as the same may be amended during the term hereof. Without limiting the foregoing, Developer represents and warrants that it will comply with, and the Funds will be used in accordance with, all applicable federal, state, and local codes, laws, rules, and regulations. Moreover, Developer acknowledges that it shall adhere to any and all state, local, and federal laws, rules and regulations in undertaking the Project and in complying with this Agreement, 5.4 Performance and Guaranty. Developer will cause for this Project to be supported by a Payment and Performance Bond by a credit rated issuer to secure the performance of the Developer's General Contractor to complete the Project and pay all of its subcontractors' and materialmen's work and materials used on the Project. Additionally, Developer hereby guarantees if Developer fails to complete the Project within the time periods described in this Agreement, including any extensions for Force Majeure events, Developer will return any and all Funds it has received pursuant to this Agreement, 5.5 Grant Contingency. Funding for Payments three (3) through six (6) of the Disbursement Schedule for this Grant is contingent on the securing of financing unless the CRA Page 8 of 35 CFN: 20200318803 BOOK 31961 PAGE 2624 elects to fund the balance of the Grant from available funds at that time. If such Funds are not available, the number of CRA-Assisted Units will automatically be reduced, pro rata, based on the amount of Funds CRA is unable to provide pursuant to this Section 5.5. If the CRA is able to acquire additional Funds that were previously unavailable to provide pursuant to the Distribution Schedule as described in this Section 5.5 and provides such Funds to Developer, the number of CRA-Assisted Units will be similarly increased, pro rata, based on the amount of such additional Funds the CRA provides to the Developer. 5.6 CRA Marketing with the Proiect. 5.6.1 Developer shall consult with the Executive Director, or his/her designee, regarding all uses and displays of the recognition of the CRA. 5.6.2 Developer shall prominently display signage acknowledging the CRA's funding contribution to the Project at the Project site, and for a minimum period of two (2) years after the completion of the Project. 5.6.3 Developer shall 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 Developer in relation to this Agreement and the CRA-Assisted Units, for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purposes, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements or postings, or interviews. 5,6.4 The CRA shall have the right to approve the form and placement of all acknowledgements, which such written approval shall not be unreasonably withheld. 5.6.5 Developer 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 Developer's use of the CRA's name and logo, confers or may be construed as conferring Developer any right, title, or interest whatsoever in the CRA's name, identifying information, and logo beyond the limited right granted in this Agreement. 6. CHALLENGES. 6.1 No Liability. Developer, hereby forever waives and releases the CRA from any liability whatsoever, now or hereafter arising in connection with any challenge to this Agreement by a third party and covenant and agrees not to initiate any legal proceedings against the CRA in connection with any challenges to this Agreement (other than as a result of a default by the CRA with respect to its obligations under this Agreement). Any Iiability of the CRA under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 6.2 Duty to Defend, In the event of any challenge to this Agreement, any party in interest, at its or their sole cost and expense, may defend any such challenge by a third party. The CRA shall cooperate with Developer, and if necessary, participate in the defense of such challenge, each party to bear its costs and expenses of the defense, including attorney's fees. Page 9 of 35 CFN: 20200318803 BOOK 31961 PAGE 2625 6.3 Waiver of Claim. The Developer waives any and all claims which the Developer now has or may hereafter have against the CRA as a result of any challenge to this Agreement by a non -governmental entity or person, and the Developer acknowledges and agrees to assume the risk of any challenge to this Agreement unless such challenge is based on the CRA's willful misconduct, gross negligence or fraud. Under no circumstances shall the Developer be entitled to any recovery with respect to any claims or any cause of action against the CRA resulting from any challenge to this Agreement, all such claims being expressly waived by the Developer except for any claims based on the CRA's willful misconduct, gross negligence or fraud. Any liability of the CRA under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. 7. INSURANCE REQUIREMENTS. Insurance Requirements for the Project are attached and incorporated herein as Exhibit "E". 8. INDEMNIFICATION. Developer hereby agrees to indemnify, protect, save, defend, release, and hold harmless the CRA, the City and their respective officers, employees, agents, representatives, and principals from and against any and all claims, actions, damages, liability and expense (including fees, costs, and expenses of attorneys, investigators and experts) in connection with loss of life, personal injury, or damage to property arising out of the performance or non-performance of this Agreement and the Project, except to the extent such loss, injury or damage was caused by the gross negligence or willful misconduct of the CRA, the City, or their respective officers, employees, agents, representatives, and principals. Developer shall also require its contractors to indemnify, save, defend and hold harmless the CRA, the City, and their respective officers, employees, agents, representatives and principals, and further provide certificates of insurance as stipulated in Exhibit "E." 9. DISPUTES. In the event of a dispute between the CRA and Developer as to the terms and conditions of this Agreement, the Executive Director of the CRA and Developer shall notify each in writing of the dispute and proceed in good faith to resolve the dispute within thirty (30) calendar days of such written notice. If the dispute is not resolved within such thirty (30) calendar days, the dispute shall be submitted to the CRA Board for resolution within ninety (90) calendar days thereof, or such longer period as may be agreed to by the parties to this Agreement. The CRA Board's decision shall be deemed final and binding on the parties. 10. REPRESENTATIONS OF DEVELOPER. Developer makes the following representations to the CRA as follows: 10.1 Developer is a linaited liability company, duly organized and validly existing under the laws of its state of formation and has full power and capacity to own its properties, to carry on its business as presently' conducted, and to enter into the transactions contemplated by this Agreement 10.2 Developer's execution, delivery and performance of this Agreement has been duly authorized by all necessary company actions and does not conflict with or constitute a default under any indenture, agreement or instrument to which the Developer is a party or by which it may be bound. Page 10 of 35 CFN: 20200318803 BOOK 31961 PAGE 2626 10.3 This Agreement constitutes the valid and binding obligations of the Developer, enforceable against Developer in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 10.4 Developer, for itself and on behalf of its agents, affiliates, contractors, and sub -contractors, agrees that it shall not discriminate as to race, sex, color, religion, national origin, age, marital status, sexual orientation, or disability in connection with its performance under this Agreement. Furthermore, Developer represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, marital status, sexual orientation, or disability be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 10.5 Conflict of Interest. Developer has reviewed and is familiar with the following provisions regarding conflict of interest in the performance of this, Agreement by Developer. Developer covenants, represents and warrants that it will comply with all such conflict of interest provisions, including, but not limited to the: 10.5.1 Code of the City of Miami, Florida, Chapter 2, Article V; and 10.5.2 Miami -Dade County Code, Section 2-11.1. 11.. REPRESENTATIONS OF THE CRA, The CRA makes the following representations to Developer. 11.1 The CRA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its own properties, to carry on its business as presently conducted by the CRA, and to perform its obligations under this Agreement. 11,2 The CRA's execution, delivery and performance of this Agreement has been duly authorized by all necessary actions and does not conflict with or constitute a default under any indenture, agreement or instrument to which it is a party or by which it may be bound. 11.3 This Agreement constitutes the valid and binding obligations of the CRA, enforceable against the CRA in accordance with its terms, subject to bankruptcy, insolvency and ether similar laws affecting the rights of creditors generally. 12. NOTICES. All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments given pursuant to this Agreement (collectively called `Notices") shall be in writing and given by (a) hand delivery, (b) recognized express overnight delivery service, (c) certified or registered mail, return receipt requested, or (d) facsimile and shall be deemed to have been delivered upon (i) receipt, ifhand-delivered, (ii) the next Business Day, if delivered by dxpress overnight delivery service, (iii) if sent by certified or registered mail, return receipt requested the day evidenced by the return receipt or the day delivery is refused; or (iv) transmittal, if sent on a business day by facsimile and if sent by facsimile on a day other than a business day, on the first business day following transmittal. Notices shall he provided to the parties and addresses specified below: Page 11 of 35 CFN: 20200318803 BOOK 31961 PAGE 2627 DEVELOPER: N.R. INVESTMENTS I1, LLC 1111 Park Center Blvd., Suite 450 Miami Gardens, Florida 33169 Attention: Terry Welions, Manager Copy to: CRA: Shutts & Bowen LLP 200 S. Biscayne Blvd., Suite 4100 Miami, Florida 33131 Attention: Marc D. Sarnoff, Esq. OMNI COMMUNITY REDEVELOPMENT AGENCY 1401 N. Miami Avenue Miami, Florida 33136 Attention: Jason Walker Copy to: City of Miami Office of City Attorney 411 SW 2nd Avenue, 9th Floor Miami, Florida 33130 Attention: Victoria Mendez, General Counsel 13. COUNTY. APPROVAL. Developer acknowledges that this Agreement has not been submitted to the Board of County Commissioners of the County for review or approval and that the Incentive Payments contemplated by this Agreement will be included in the annual budget submitted by the CRA to the City Commission of the City for approval and submitted by the CRA to the Board of County Commissioners of the County for approval, once the CRA Budget is approved by the CRA Board and City's Approval is obtained. The CRA shall use its best efforts to procure the City's Approval and the County's Approval of the CRA Budget. If the City's Approval and County's Approval are not obtained, in a given year, the Incentive Payment for that year will be deferred and added to subsequent years until such deferred payments are paid -in -full. In such years, the maximum annual Incentive Payment will be increased to include such prior years' deferred payments. However, in no event shall any Incentive Payment in a given year be deferred for a period in excess of two (2) years, For the avoidance of any doubt, if in Year 1 the City's Approval and County's Approval are not obtained, then the Year 1 Incentive Payment shall not be deferred beyond Year 3 and in Year 4 the Developer shall not be paid or entitled to the Year I Incentive Payment. If Incentive Payments are deferred for a period in excess of two (2) consecutive years, the Developer will reduce the number of the total restricted units by five percent (5%) for each deferred year which will not be paid pursuant to this section. However, if the CRA Page 12 of 35 CFN: 20200318803 BOOK 31961 PAGE 2628 is able at a later date to pay back any deferred amounts that were not paid pursuant to this section, then the Developer shall once again restrict the total number of units that were made unrestricted pursuant to this section. 14. NON -RECOURSE. This Agreement is non -recourse to the CRA. In the event of a breach of this Agreement by the CRA, Developer may seek specific performance of this Agreement or bring an action at law, at Developer's sole cost and expense, which shall be Limited to recovery of any Incentive Payments or Funds due under the terms of this Agreement, but in no event shall Developer have the right to seek additional damages against the CRA. 15. DEFAULT BY DEVELOPER. 15.1 In the event Developer breaches its duties and obligations under this Agreement with respect to the affordability of the two hundred fifty-two (252) units as expressed in the Rent Regulatory Agreement for Uni Tower, and such failure is not cured within thirty (30) days 'of the issuance of written notice of default specifying the breach (or such longer period of time, not to exceed one hundred and eighty (180) days, if the default, by its nature cannot reasonably be cured within such thirty (30) day period and if Developer has commenced curative action within such thirty (30) day period and diligently pursues same until completion not to exceed one hundred and eighty (180) days), the CRA may pursue all remedies available at law or in equity to cause Developers to comply with the terms of this Agreement, including, but not limited to, specific performance, but subject to the HUD Provisions and Restrictions as described in the Rent Regulatory Agreement. Developer hereby acknowledges and agrees that if it is found to have knowingly violated a court order for specific performance issued on behalf of the CRA, or its successors, to enforce' the rent or income restrictions required under this Agreemen# or the Rent Regulatory Agreement, it will be liable to the CRA for return of the Funds provided under Section 5 of this Agreement. 15,2 In the event that there is a default by the Developer with relation to the Developer's compliance with its duties and obligations under this Agreement with respect to the affordability of the two hundred fifty-two (252) units as expressed in the Rent Regulatory Agreement, and the Developer's right to cure as provided in Section 15,1, above, has expired, the CRA may withhold any current or future Incentive Payments in escrow until (I) the Developer reasonably demonstrates that it is in compliance with its duties and obligations under this Agreement with respect to the affordability of the two hundred fifty-two (252) units as expressed in the Rent Regulatory Agreement, or (2) in the event of litigation, a court of competent jurisdiction has issued an order denying specific performance. If a court of competent jurisdiction issues an order of specific, performance in favor of the CRA, the CRA shall continue to withhold the Incentive Payments in escrow until such time that the Developer complies with such order. 15,3 An event of default by the Developer under the Rent Regulatory Agreement shall be considered an event of default under this Agreement. 16. ADJUSTMENT . TO FOLIO NUMBERS AND OFFICIAL ADDRESS. Developers and CRA each acknowledge that the current tax folio numbers and addresses with respect to the Property may change as a result of the Development of the Property in connection with the Project. In such event, the Executive Director of the CRA and Developers shall proceed Page 13 of 35 CFN: 20200318803 BOOK 31961 PAGE 2629 in good faith to agree as to which new folio numbers are applicable to portions of the Project, based upon the' adjustment in such new folio numbers by the Miami -Dade County Property Appraiser. 17, RELATIONSHIP BETWEEN PARTIES. This Agreement does not evidence the creation of, nor shall it be construed as creating a partnership or joint venture between the CRA and Developer. No party can create any obligations or responsibility on behalf of the others or bind the others in any manner. Each party is acting for its own account, and it has made its own independent decisions to enter into this Agreement and as to whether the same is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. Each party acknowledges that none of the other parties hereto is acting as a fiduciary for or an adviser to it in respect of this Agreement or any responsibility or obligation contemplated herein. Developer further represents and acknowledges that no one was paid a fee, commission, or other consideration by such party or such party's agent as an inducement to entering into this Agreement. 18, AGREEMENT TO RUN WITH THE LAND. All rights and obligations herein, shall be binding upon Developer and their respective successors and assigns and run with title to the Property. In the event all or any portion of the Property is conveyed to a third party such successor owner shall be bound by the terms and provisions of this Agreement to the same extent as if such successor owner had executed this Agreement. 19. BUDGET Be APPROPRIATION. CRA covenants and agrees to budget the Incentive Payment as a line item in its annual operating budget subject to CRA Approval, City Approval and County Approval. CRA further covenants to use its best efforts to procure annual. approval of its operating budget, including the Incentive Payment as contemplated by this Agreement, by both the City and County. 20. CONSULTANT AND PROFESSIONAL COMPENSATION. Developer has retained consultants and professionals to assist Developer with the negotiation and execution of this Agreement, and Developer may compensate those consultants and professionals for services performed by any method of compensation that is considered standard and reasonable for that particular service. Notwithstanding anything to the contrary contained herein, in no event shall Developer compensate any such consultant or professional in any form that would be deemed a "bonus," "success fee" or "finder's fee" in exchange for the CRA's actions or awards. 21. PUBLIC RECORDS. 21,1 Developer understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the CRA, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions therefrom, and Developer agrees to allow access by the CRA and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. Developer further understands that this Agreement is subject to disclosure pursuant to the provisions of Chapter 119, Florida Statutes, 21.2 IF THE DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE Page 14 of 35 CFN' 20200318803 BOOK 31961 PAGE 2630 DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 679-6870, IJONES@MIAMIGOV.COM, AND 1401 NORTH MIAMI AVENUE, 2ND FLOOR MIAMI, FLORIDA 33136. 22. NON-DBLEGABILITY. The obligations of Developer under this Agreement shall not be delegated or assigned to any other party without the CRA's prior written consent, which may be conditioned or withheld by the CRA, in its sole discretion. 23. SUCCESSORS AND ASSIGNS, This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, successors, and assigns. 24, SURVIVAL. All obligations (including but not limited to indemnity and obligations to defend, save, release, and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 25. MISCELLANEOUS. 25.1 All of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly, this Agreement shall not he more strictly construed against any one of the parties hereto and shall be interpreted in accordance with its plain meaning. 25.2 In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 25.3 In the event of any claim or dispute between the parties under this Agreement, each party shall bear its own attorneys' fees and costs. 25,4 In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include all genders, and captions and Paragraph headings shall be disregarded. 25.5 All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. 25.6 Time shall be of the essence for each and every provision of this Agreement. 25.7 No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), director, employee or agent of the CRA, in an individual capacity. Page 15 of 35 CFN: 20200318803 BOOK 31961 PAGE 2631 25,8 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any action, in equity or in law, with respect to this Agreement must be brought and heard in Miami -Dade County, Florida. 25.9 Developer and the CRA hereby knowingly, irrevocably, voluntarily, and intentionally waive any right either may have to a trial by jury in respect to any action, proceeding, claim, or counterclaim based on this Agreement and/or the Project, or arising out of, under, or in connection with this Agreement, the Project, any renewal(s) hereof, any amendment, extension, or modification of this Agreement, or any other agreement executed between the parties in connection with this Agreement, the Project, or any other course of conduct, course of dealing, statements (whether verbal or written), or any other actions of any party hereto, This waiver is a material inducement for the CRA and the Developer to enter into this Agreement. 25.10 This Agreement shall be recorded in the Public Records of Miami -Dade County at the sole cost and expense of Developer within fifteen (15) calendar days after all parties have executed this Agreement. 25.11 Amendment. This Agreement may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought, The Executive Director shall have the authority to enter into any change, alteration, or modification that does not result in the increase of the maximum aggregate Incentive Payment as described in Section 3.2.1 or an increase in the Grant proceeds as described in Section 5 without the need for CRA Board approval unless otherwise provided herein, in Resolution No. CRA-R- l 9-0046, Resolution No. CRA-R-20-0001, or any subsequent action by the CRA Board. 25.12 Rent Regulatory Agreement. This Agreement is not intended to and does not amend or alter any of the terms, obligations, rights, duties, covenants, warranties, conditions, representations, or requirements of the Rent Regulatory Agreement, nor shall this Agreement be interpreted to be an amendment or alteration of any of the terms, obligations, rights, duties, covenants, warranties, conditions, representations, or requirements of the Rent Regulatory Agreement. All actions taken in furtherance of this Agreement shall be in compliance with the terms, obligations, and duties of the Rent Regulatory Agreement. Developer further represents and warrants that as of the Effective Date of this Agreement, the Developer is not in default of any other agreements it may have with the CRA. 25.I3 From time to time and upon written request from the Developer (or any assignee or successor in interest), the Executive Director, on behalf of the CRA shall execute an estoppel certificate or similar certification in form, scope and substance reasonably acceptable to the requesting party, confirming such Developer's (or any assignee or successor in interest) compliance with the conditions set forth in this Agreement with respect to the applicable Improvements (and/or disclosing any then failure or default by either such party). 26. FORCE MAJEURE. In the event that either party hereto is prevented from fully and timely performing any of its obligations hereunder due to acts of God, strikes or lock -outs, other industrial disturbances, acts of the public enemy, laws, rules, orders, actions or regulations of governmental authorities, wars or warlike action (whether actual, impending or expected, and whether de jure or de facto), arrest or other restraint of government (civil or military), blockades, Page 16 of 35 CFN: 20200318803 BOOK 31961 PAGE 2632 insurrections, acts of terrorists or vandals, riots, epidemics or pandemics, landslides, sinkholes, lightning, hurricanes, storms, floods, washouts, fire or other casualty, condemnation, civil commotion, explosion, breakage or accident to equipment or machinery, any interruption of utilities, confiscation or seizure by any government or public authority, accident, repairs or other matter or condition beyond the reasonable control of either party (collectively called "Force Majeure"), financial inability to perform hereby expressly excluded from the definition of Force Majeure, such party, upon receipt of written notice provided to the other party within ten (10) business days of the occurrence of a Force Majeure event, shall be relieved of the duty to perform such obligation and extend the time periods for performance until such time as the Force Majeure has been alleviated. 27. COUNTERPARTS: ELECTRONIC SIGNATURES, This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument, Facsimile, .pdf and other electronic signatures to this Agreement shall have the same effect as original signatures. 28. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other agreements, representations or warranties other than as set forth herein. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. [SIGNATURE PAGES TO FOLLOW] [Remainder ofpage intentionally left blank] Page 17 of 35 CFN' 20200318803 BOOK 31961 PAGE 2633 IN WITNESS hereof the parties have executed this Agreement as of the date first above written. WITNESS: Iji Print Name: g‘iJif,, t4 Akice- Print Name: Date: Zl /an O. STA I OF FLORIDA COUNTY OF MIAMI-DADE DEVELOPER: N.R. INVESTMENTS 11, LLC, a Florida limited liability company By: Name: Terry Wellons Title: Manager The foregoing instrument was acknowledged before me by means of ®.physical presence or ❑ online notarization, this 1.-1 day of 1`-t . , 2020, by Terry Wellons, as Manager of N.R. INVESTMENTS 11, LLC, a Florida imitcd•liability company, on behalf of the limited liability company, who is personally owv o me or has produced as identification. My Commission Expires: `9i.:•'' NATALIE BAILEY ; MY COMMISSION 11 G0193451 EXPIRES: Apri121,2022 tore BondedfiNf��ryPubllcUnda�wst Notary Put41' to of Florida Page 18 of 35 A i1 b,ST:. APPROVED AS TO INSURANCE REQUIREMENTS Ann -Marie Sharpe Director of Risk Management Date: ay al , 20aD STATE OF FLORIDA COUNTY OF MIAMI-DADE General Counsel CFN: 20200318803 BOOK 31961 PAGE 2634 CRA: OMNI COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Florida Statutes Section 163.356 ("CRA") APPROVED AS TO FORM AND CORRECTNESS gaiuc u ,L_- 7 Victoria Mtsndez XEA (Matter ID: 20-821) The foregoing instrument was acknowledged before me by means of 0 physical presence or 0 online notarization, this 211 " day of ivt , 2020, by TGSY! of OMNI COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Florida Statutes Section 163.356, on behalf of the agency. He/she is personally own to me or has produced 11r'5 ifavtsei as identification. FRANCES LLOP-NOY.: %Notary Publio•State of Florida .- Commission N GG 905988 pr , My Commission Expires 'i August 21. 2023 IY.y Lbnu1a1 OJT L?4.711 5 Notaryyublic, State of Florida Page 19 of 35 Exhibit "A" Aesolutian No. CRA-R-19-0046 CFN: 20200318803 BOOK 31961 PAGE 2635. Page 20 of 35 CFN, 20200318803 BOOK 31961 PAGE 2636 OMNI 11 .0 Community Redevelopment Agency Omni Legislation CNA OMNI CRA Resolution: CRA-R-19-0046 OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 6720 Final Action Date: 10130/2019 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE CRA TO REBATE TO NR INVESTMENTS 11, LLC ("GRANTEE") THE TAX INCREMENT FINANCE ("TIF") REVENUES GENERATED ONLY FROM THE DEVELOPMENT BY THE GRANTEE OF THE 17TH STREET APARTMENT PROJECT ("PROJECT") IN AN AMOUNT NOT TO EXCEED 95% OF THE TIF COLLECTED FROM THE PROJECT ANNUALLY OR $420,000.00 ANNUALLY, WHICHEVER IS LESS, PER YEAR UNTIL 2030, OR UNTIL 2047 IF THE LIFE OF THE CRA IS EXTENDED TO 2047, FOR A TOTAL AMOUNT NOT TO EXCEED $8,471,238.00, PAYMENT TO BEGIN UPON SUBSTANTIAL COMPLETION AND THE PROJECT RECEIVING A CERTIFICATE OF OCCUPANCY, SUBJECT TO THE RENTS BEING RESTRICTED UNTIL 2038, OR UNTIL 2047 IF THE LIFE OF THE CRA IS EXTENDED TO 2047; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO FURTHER NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY FOR SAID PURPOSE, ALL IN A FORM ACCEPTABLE TO GENERAL COUNSEL. WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") is tasked with reducing slum and blight within its Redevelopment Area; and WHEREAS, NR Investments 11, LLC, a for profit entity ("Developer"), submitted a request for tax Increment rebate to underwrite a portion of the costs to develop a mixed -use project consisting of approximately 6,000 square feet of ground floor retail, approximately 30,000 square feet of office space, and approximately 252 affordable housing units ("Project") at the properties located at 70 NE 17th Street, 90 NE 17th Street, and 1642 NE 1st Avenue, Miami, Florida within the Redevelopment Area; and WHEREAS, page 41, Section C-2 of the 2010 Redevelopment Plan lists the objective of the CRA to 'Provide incentives for the development of a variety of housing choices, Including affordable, special needs and a workforce housing" and to make "Improvements to the Public Realm" by "(enhancing] the areas' visual attractiveness to businesses and along with creating a variety of housing"; and WHEREAS, page 42 Sections A-1 and A-3 of the 2010 Redevelopment Plan also states as a goal to °Provide incentives for redevelopment of blighted properties;" and WHEREAS, the Executive Director is requesting authority to provide the Developer with Tax Increment Finance Rebate only from Tax Increment Fund ("TiF") received from the developed project from the CRA in an amount not to exceed 95% or $420,000.00, whichever is less, per year until 2030 or 2047 if the fife of the CRA is extended, in a total aggregate amount not to exceed $8,471,238.00, to be paid upon substantial completion of the Project and the Page 21 of 35 CFN. 20200318803 BOOK 31961 PAGE 2637 Project receiving a certificate of occupancy, subject to a covenant being recorded on the property restricting the rents until 2047; and WHEREAS, Developers proposal also anticipates if the CRA is not extended beyond the current expiration of 2030.The Developer proposes to receive the same cash grant and rebate rate. However, the Developer would instead continue to restrict all 252 Units through 2038 (8 years beyond the current term of the CRA), but will restrict 19 fewer units at the lowest three (3) rent levels, WHEREAS, this Project Is one of the first opportunity zone projects identified within the Redevelopment Area providing for a unique opportunity to collaborate and meet the needs of the residents while fulfilling the 2010 Redevelopment Plan; and WHEREAS, the success of the Project will result In accomplishing the stated objectives of the 2010 Redevelopment Plan; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF. COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CiTY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of the Resolution are adopted by reference and incorporated as fully set forth in thls Section. Section 2, The Executive Director is authorized to provide the Developer with Tax increment Finance Rebate from the Development TIF from the CRA in an amount not to exceed 95% or $420,000.00, whichever Is Less, per year until 2030 or 2047 If the life of the CRA is extended to 2047, In a total aggregate amount not to exceed $8,471,238.00, to be paid upon substantial completion of the Project and the Project receiving a certificate of occupancy, subject to a covenant being recorded on the property restricting the rents until 2038 if the current life of the CRA is not extend or 2047 if the life of the CRA is extended to 2047, to underwrite a portion of the costs associated with the mixed use development Project located at 70 NE 17th Street, 90 NE 17th Street, and 1642 NE 1st Avenue, Miami, Florida. Section 3. The Executive Director is authorized to negotiate and execute any and ail documents, all in a form acceptable to the General Counsel, for the purposes stated herein. Section 4. This Resolution shall become effective immediately upon its adoption, APPROVED AS TO FORM AND CORRECTNESS: Bamabyj_>.'Min, Deputy City Attomey 10/24/2019 Page 22 of 35 Exhibit "B" Resolution No. CRA-R-20-0001 CFN 20200318803 BOOK 31961 PAGE 2638 Page 23 of 35 liras `+ri r Omni CKA CFN: 20200318803 BOOK 31961 PAGE 2639 OMNI Community Redevelopment Agency Legislation OMNI CRA Resolution: CRA-R-20-0001 OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 wtvtv.mfemicra.cam File Number: 6717 Final Action Date: 4/8(2020 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("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 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, AS ADOPTED BY THE CRA; WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE CRA; ALLOCATING GRANT FUNDS IN AN AMOUNT NOT TO EXCEED $5,500,000.00 FOR A MIXED -USE DEVELOPMENT PROJECT OF PROPERTIES LOCATED AT 70 NE 17TH STREET, 90 NE 17TH STREET, AND 1642 NE 1ST AVENUE, MIAMI, FLORIDA, ALL LOCATED IN THE CRA'S REDEVELOPMENT AREA, TO NR INVESTMENTS 11, LLC, SUBJECT TO THE CRA BEING ABLE TO SUCCESSFULLY SECURE FUNDING FROM A FINANCIAL INSTITUTION AND SUBJECT TO THE AVAILABILITY OF FUNDS; AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL AGREEMENTS NECESSARY, ALL IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE PURPOSES STATED HEREIN. WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") is tasked with reducing slum and blight within its boundaries; and WHEREAS, on September 13, 2016, the CRA approved and adopted Resolution No. CRA-R-16-0042 adopting the City of Miami's procurement code as the process in which any and all services and goods are procured by the CRA; and WHEREAS, NR Investments 11, LLC, a Florida for profit entity ("Grantee'), submitted a request for grant funding to develop a mixed use project consisting of ground floor retail, office space, and approximately 252 affordable housing units at 70 NE 17th Street , 90 NE 17th Street, and 1642 NE 1st Avenue, Miami, Florida within the CRA's boundaries ("Project"); and WHEREAS, page 41, section D-2 of the CRA's 2010 Redevelopment Plan ("Plan") lists the objective of the CRA "to create a variety of housing"; and WHEREAS, the Plan also lists one of the overall visions of the CRA is "to create a variety of housing"; and WHEREAS, page 42, sections A-1 and A 3 of the Plan also lists as an objective of the CRA to "Provide Incentives for redevelopment of blighted properties"; and Page 24 of 35 CFN: 20200318803 BOOK 31961 PAGE 2640 WHEREAS, the Protect Is one of the first opportunity zone projects identified within the boundaries of the CRA, providing for a unique collaboration to meet the needs of the CRA's residents and fulfilling the Plan; and WHEREAS, the Grantee requests grant funding for the Project in an amount not to exceed $5,500,000.00; and WHEREAS, the success of the Project will result in accomplishing the stated objectives of the Plan; and WHEREAS, based on the recommendation and findings of the Executive Director, it is in the CRA's best interest to authorize, by an affirmative four -fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the CRA, the allocation of grant funds for the Project In an amount not to exceed $5,500,000.00; NOW, THEREFORE, BE 1T RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained In the Preamble of the Resolution are adopted by reference and incorporated as fully set forth In this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written finding, pursuant to Sections 18-85 and 18-86 of the City Code, as adopted by the CRA, are ratified, approved, and confirmed and the requirements for competitive sealed bidding methods es not being practicable or advantageous to the CRA are waved. Section 3. Funds in an amount not to exceed $5,600,000.00 for the Project, subject to the CRA being able to secure funding from a financial institution to underwrite the costs as requested and subject to the availability of funds, is approved and authorized to be allocated to the Grantee. Section 4. The Executive Director is authorized to negotiate and execute any and all necessary documents, all in a form acceptable to the General Counsel, for the purposes stated herein. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: IIarnaby i< Min, Deputy City Attorney 10/24/2019 Bamaby rMin, Deputy City Attorney 4/4/2020 Page 25 of 35 Exhibit "C" Le2a1 Description of Property Parcel 1: CFN: 20200318803 BOOK 31961 PAGE 2641 Lot 1, less the North 10 feet, and the East 10 feet, Block 8, Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida, together with the East 1/2 of the 10 foot vacated alley right of way adjacent to and abutting the West line of said Lot 1, less the North 10 feet. Parcel 2: Lots 3 and 4, less the East 10 feet of Lot 4, Block 8, Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miatni-Dade County, Florida, together with that portion of the 10 foot vacated alley right of way situated between said Lots 3 and 4. Parcel 3: Lot 2, less the North 10.feet, Block 8, of Robbins, Graham and Chillingsworth. Addition North Miami, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida and the Westerly 5 feet of a I0 foot alley vacated by City of Miami Ordinance No. 13492 "Mas Index" 23H10 Ordinance and Vacation recorded in Official Records Book 29757, Page 1686, Official Records Book 29778, Page 3598, Official Records Book 29877, Page 4214 and in Official Records Book 30125, Page 2511, all of the Public Records of Miami -Dade County, Florida, Iying adjacent to Lot 2, Block 8, of Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, as recorded in Plat Book "A", Page 491 /2, of the Public Records of Miami -Dade County, Florida, and being bound of the North by an extension of a line 10 feet Southerly of the North boundary line of Lot 2, Block 8, extending Easterly for 5 feet and on the South by an extension of the Southerly boundary line of Lot 2, Block 8, Easterly for 5 feet. Page 26 of 35 Exhibit"D" Disbursement Schedule CFN: 20200318803 BOOK 31961 PAGE 2642 Page 27 of 35 CFN: 20200318803 BOOK 31961 PAGE 2643 DISBURSEMENT SCHEDULE Disbursement 1 Date Percent Amount 1 Upon Execution of the Grant Agreement and all Grant Documents 50% 2,750,000,00 July 2020 3 January 2021 June 2021 5 January 2022 6 November 2022 or the issuance of a TCO, whichever comes later 10% 10% 10% • 10% 10% $ 550,000.00 $ 550,000.00 $ 550,000.00 $ 550,000.00 $ 550,000.00 Total 100% 5,500,000.00 Page 28 of 35 Exhibit "E" Insurance Requirements CFN: 20200318803 BOOK 31961 PAGE 2644 Page 29 of 35 CFN 20200318803 BOOK 31961 PAGE 2645 INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE-NR INVESTMENTS 11, LLC DEVELOPER REQUIREMENTS I. Commercial General Liability A, Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami and OMNI CRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement H. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident ; $ 1,000,000 B. Endorsements Required City of Miami and OMNI CRA listed as an additional insured Page 30 of 35 CFN: 20200318803 BOOK 31961 PAGE 2646 III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits ofLiability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 1,000,000 Aggregate $ 1,000,000 City of Miami & OMNI CRA listed as an additional insured, Coverage is excess follow form over the general liability and auto policies. VI. Builders' Risk (if applicable) Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $25,000 All other Perils 5% maximum on Wind/Hail and Flood City of Miami & OIVNI CRA listed as loss payees Page 31 of 35 CFN: 20200318803 BOOK 31961 PAGE 2647 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 32 of 35 CFN: 20200318803 BOOK 31961 PAGE 2648 INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -CONSTRUCTION REQUIREMENTS NR INVESTMENTS 11, LLC I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami and OMNI CRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami and OMNI CRA listed as an additional insured Page 33 of 35 CFN: 20200318803 BOOK 31961 PAGE 2649 III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 5,000,000 Aggregate $ 5,000,000 City of Miami & OMNI CRA listed as ari additional insured. Coverage is excess follow form over the general liability and auto policies. V. Payment and Performance Bond $ TBD City & OMNI CRA listed as Obligees VI. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $25,000 Ail other Perils 5% maximum on Wind/Hail and Flood City of Miami & OMNI CRA listed as loss payees Page 34 of 35 CFN• 20200318803 BOOK 31961 PAGE 2650 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-." as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, OIdwick, New Jersey, or its equivalent. All policies and for certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Page 35 of 35 4 CFN: 20200318803 BOOK 31961 PAGE 2651, -, ® -4O CERTIFICATE OF LIABILITY INSURANCE DATE (MM@OfYYYYi OS/21/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the po Icy, certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder in Ileu of such endorsement(s). PRODUCER Drown & Brown of Florida, Inc. 14900 NW 79 Court Suite 200 Miami Lakes FL 33016 C099 CT Julio Guerrero FNAAIE: (A/C�pHNc E ll: (305) 714-4400 No): (305) 714-4401 E-MAIL fguerrero@bbmla.com ADDRESS: INSUREA(S) AFFORDING COVERAGE NAIC B INSURER Al Northfield Insurance Company 27987 INSURED NR Group Management Inc_ 1111 Park Cenlre Blvd, #450 Miami Gardens FL 33169 INSURER 0 : Nautilus Insurance Company 17370 INSURER C: INSURER D: INSURER E : INSURER F: CERTIFICATE NUMBER: 20/21 GL,XS REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. -114STR LTR TYPE OF INSURANCE IN90L Sett POLICY NUMBER POLICY EFF {MTNDO(YYYY1 POLICY OW fMMVDorrvrrt LIMITS X COMMERCIAL GENERALLIABILITY _MD EACH OCCURRENCE $ 1,D00'000 CLAMS -MADE ! Xi OCCUR DAMAGE TO -RENTED PREMISES occurrence) S 100'000 MED EXP (Any one person) $ 5,000 A WS414795 01/28/2020 01/28/2021 PERSONAL aAOvfHJURY $ 1,000.000. GEN. AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 5 2,0OD,000 '1 PoucY [ ECT I , LOC PRODUCTS-COMPIOPAGG PRODUCTS S 2,000,D00 _11 OTHER: AUTOMOBILE LIABILITY ; COIrEINED SINGLE DMIT (Ea aaccdddenq ; ^^ ANY AUTO BODILY INJURY (Per parson) S OW`IED AUTOS ONLY �— SCHEDULED AUTOS BODILY INJURY (Per acdd rl( $ HIRED AUTOSONLY _ NON -OWNED AUTOS ONLY PROPERTY DAMAGE (Per acddeal) 5 5 �/ UAIBRECLA UAO I /1 OCCUR EACH OCCURRENCE 3 15,000'000 B EXCESS HAD CLAIMS-MADEAN080601 01/28/2020 01/28/2021 AGGREGATE $ 15,000.000 OED I XI RETENTION $ 10,000 5 WORKERS COMPENSATION STTUTE EH R ANDEMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE Y!N E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) is 11lA El, DISEASE - EA EMPLOYEE S If yes, de surbe under DESCRIPTION OF OPERATIONS belay EL OISFASE- POLICY UNIT S DESCRIPTION OF OPERATIONS /LOCATIONS ( VEHICLES (ACORO 101, Addl9onal RematI! Schedule, may be arlached If more space Is requlred) Ref: 70 NE 17th Street, 90 NE 17th Street and 16,12 NE 1st Avenue. Mlaml, FL - Certificate holder is additional insured with respect to general liability when required by written contract. • CERTIFICATE HOLDER CANCELLATION Omni Cammunlly Redevelopment Agency Alin: Jason Walker 1401 N. Miami Avenue Miami 1 FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1986.2015 ACORD CORPORATION. Alt rights roserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CFN: 20200318803 BOOK 31961 PAGE 2652 Additional Named Insureds Other Named Insureds 14th Street Development, LLC 1700 Biscayne Land Trust, LLC 1700 Biscayne Office, LLC 1700 Biscayne Residential, LLC 1700 Biscayne Retail, LLC BSL Development, LLC. N.R. Group Asset Management, Inc. N.R. Investments, LLC NR Center Court Developers, LLC NR Investments 11, LLC NR Investments 2, Inc. NR Naxmlaml, LLC NR Retail, LLC NRD Investments, LLC NRI Plaza, LLC UNI 17 Street, LLC UNI 17th Street Office Holdings, LLC UNI 17th Street Residential Holdings, LLC UNI 17th Street Retail Holdings, LLC OFAPPINF (02/2007) COPYRIGHT 2007, AMS SERVICES INC CFN: 20200318803 BOOK 31961 PAGE 2653. '�- ACO © CERTIFICATE OF LIABILITY INSURANCE DATE (MM1 0 DirtYYl a5MDD THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION 15 WAIVED, subject to the terms and conditions of the po icy, certain policies may require an endorsement, A statement on this certificate does not confer rights to the certlficate holder In lieu of such endorsement(s), PRODUCER Brown if Brown of Florida, Inc. 14900 NW 79 Court Suite 200 Miami Lakes FL 33016 CONTACT Ju110 Guerrero NAME: PHONE (305) 714-4400 FAX (305) 714.4401 Info No, Ex!): WC, No): E'Mi it ADDRESS: Jguerreroc bbmla com INSURERS) AFFORDING COVERAGE NAIL A NsuRERA; Northfield insurance Company 27987 INSURED NR Group Management Inc. 1111 Park Centre Blvd, P450 Miami Gardens FL 33169 INSURER B : Nautilus Insurance Company 17370 INSURER C : INSURER 0 : INSURER E : INSURER f: ERAGE CERTIFICATE NUMBER: 20/21 GL,XS REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT 70 WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE FOLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I` R TYPE OF INSURANCE AUOLSUBW INSD YND POLICY NUMBER POr1CYEFF (MM/DDRYYY/ POUCYYEXP (MOWO(YYYY) LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 • CLNMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) 100,000 S MED EXP (Anv one person) $ 5,000 A WS414795 01/28/2020 01/28/2021 PERSONAL SAOVINJURY S 1,000,000 GFNL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE = 2,000,000 X) POHCYri PROT JEC LOC PRODUCTS AGE 5 2,000,000 OTHER_ $ AUTOMAOBILEUABILITY COMBINED SINGLE LIMIT acddenl $ —I ANYAUTO _{.ER BODILY INJURY Tor Pusan) 5 ' OWNED - AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per acddenl) $ ' LURED AUTOS ONLY — ' ' NON -OWNED AUTOS ONLY - PROPERTY DAMAGE (Per sodden0 $ $ X UMBRELLA LIAR OCCUR EACH OCCURRENCE 5 15,000,000 B EXCESS LIAR — CLAIMS -MADE AN080601 01/28/2020 01/28/2021 AGGREGATE 5 15,000,000 DEO > PETER -NON $ 10,000 - $ WORKERS COMPENSATION STA STATUTE ERH ANDEMPLOYERS' LIABILITY Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE �( N/A E.L. EACH ACCIDENT S OFFICER/MEMBER EXCLUOE01 ` ' (Mandatory In NH) EL DISEASE -EA EMPLOYEE $ trysts, describe under DESCRIPTION OF OPERATIONS below - El. DISEASE- POLICY LIMIT $ 1 - DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more spoon Is required) Re(: 70 NE t7(h Street, 90 NE 170h Street and 1642 NE 1 sl Avenue, Miami, FL - Certificate holder Is additional Insured with respect to general Ifability when required by written contract. CERTIFICATE HOLDER CANCELLATION City of Miami Office of City Attorney A0n: Victoria Mendez 444 S.W. 2nd Ave 9th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015ACORD CORPORATION. All rights reserved. The ACORO name and logo are registered marks of ACORD CFN: 20200318803 BOOK 31961 PAGE 2654 Additional Named Insureds Other Named Insureds lath Street Development, LLC 1700 Biscayne Land Trust, LLC 1700 Biscayne Office, LLC 1700 Biscayne Residential, LLC 1700 Biscayne Retail, LLC FSL Development, LLC. N.R. Group Asset Management, Inc. N.R. Investments, LLC NR Center Court Developers, LLC NR Investments 11, LLC NR Investments 2, Inc. NR Nawmiami, LLC MR Retail, LLC NRD Investments, LLC NRI Plaza, LLC UNI 17 Street, LL.0 UNI 17th Street Office Holdings, LLC UNI 17th Street Residential Holdings, LLC UNI 17th Street Retail Holdings, LLC OFAPPINF (02/2007) COPYRIGHT 2007, AMS SERVICES INC Exhibit "C" Amendment to Economic Incentive Agreement for Mixed -Use and Mixed -Income Pr o ject dated March 31, 2021 (the "Assignment") Prepared By: Kristofor W. Nelson Esq, General Counsel N.R. Group Management, Inc. 1111 Park Centre Boulevard, Suite 450 Miami, Florida 33169 After recording return to: Victoria Mendez, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL33130-1910 Tel: (305) 416-1800 AMENDMENT ECONOMIC INCENTIVE AGREEMENT FOR MIXED -USE AND MIXED -INCOME PROJECT This an amendment to the original Economic Incentive Agreement for Mixed -Use and Mixed -Income Project dated May 21 b1, 2020 and recorded on June 5 , 2020 in Official Records Book 31961, Page 2616 and Clerk's File Number 20200318803 of the Public Records of Miami -Dade County, Florida to assign the rights and obligations to NR Investments 11, LLC's parent and sole member, 1JN1 17'" Street, LLC. THIS AMENDMENT OF THE ECONOMIC INCENTIVE AGREEMENT FOR MIXED - USE AND MIXED -INCOME PROJECT ("Amendment") is entered into thisday of April, 2021, between NR INVESTMENTS 11, LLC, a Florida limited liability company ("NR 11"), its parent company and sole member, UNI 17'h STREET, LLC, a Florida limited liability company ("UNI") , and their assigns or successors in interest, with their principal office located at 1111 Park Centre Boulevard, Suite 450, Miami Gardens, Florida 33169 and the OMNI COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created by the City of Miami (the "C") in 1987 pursuant to Florida Statutes Section 163.356, with a principal office located at 1401 N. Miami Avenue, 2"d Floor, Miami, Florida 33136 (hereinafter the "CRA") modifies that certain Economic Incentive Agreement For Mixed -Use and Mixed - Income Project executed on May 215t, 2020 and recorded on June 5th, 2020 in Official Records Book 31961, Page 2616 and Clerk's File Number 20200318803 of the Public Records of Miami - Dade County, Florida (the "Economic Incentive Agreement"). RECITALS: WHEREAS, NR 11 transferred the Project including fee simple title to the underlying real estate property located at 70 NE 17th Street, 90 NE 17th Street and 1642 NE 1st Avenue, Miami, Florida (the legal descriptions of such properties are attached hereto as Exhibit A) to its sole member and parent company, UNI. As a result, NR 11 wishes to assign and UNI wishes to assume all of the rights, interests and obligations in the Economic Incentive Agreement. NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, NR 11 and UNI and the CRA hereby agree as follows: 1. Recitals. The Recitals to this Agreement are incorporated herein by reference and made a part hereof. 2. Capitalized Terms. All capitalized terms not specifically defined herein will have the meanings ascribed to them in the Economic Incentive Agreement. 3. All Other Terms and Rights Unchanged. Unless expressly modified by this Amendment, all other terms, conditions and rights remain in or created by the Economic Incentive Agreement remain unchanged. 4. Assignment and Assumption. NR 11 hereby assigns and UNI hereby assumes all rights, interests and obligations included in the Economic Incentive Agreement as amended herein. 5. Recordation. This Amendment shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Developer within fifteen (15) calendar days after all parties have executed this Amendment. 6. Counterparts: Electronic Signatures. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Facsimile, .pdf and other electronic signatures to this Amendment shall have the same effect as original signatures. THIS AMENDMENT has been executed and delivered as of the day and year first above written. SIGNATURE PAGES FOLLOW REMAINING PORTION OF THIS PAGE INTENTIONALLY LEFT BLANK IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their undersigned officials as duly authorized. WITNESSES; Print Name: v JO Print Name: N1 rAi STATE OF FLORIDA COUNTY OF MIAMI-DADE NR 11: NR INVESTMENTS 11, LLC, a Florida limited liability company By: Nark'. Terry Wellons e: Manager ACKNOWLEDGEMENT The foregoing instrument was acknowledged before me by means of El physical presence or 0 online notarization, this day of March, 2021, by Terry Wellons, as Manager of NR Investments 11, LLC, a Florida limited liability company, on behalf of the limited liability company, who is personally own to me or has produced _ _ as identification. t4.it'ihe&c(eL Notary Public, State 1, .lo My Commission Expires: NATALIEUM.EYt9y151 #G 2022 1, EXPIRES:A0127 I mad. NoisyPuMkUndeM'!tt MY COMMISSIONJ hru WITNESSES: �t / ,t � Print Name: P14-t l,;. .' Print N STATE OF FLORIDA COUNTY OF MIAMI-DADE UNI: UNI 17th Street, LLC, a Florida limited liability com�ilny By: Name: rry Wellons Tit) ; Manager ACKNOWLEDGEMENT The foregoing instrument was acknowledged before me by means of Ci physical presence or 0 online notarization, this day of March, 2021, by Terry Wellons, as Manager of UNI 17t Street, LLC, a Florida limited liability company, on behalf of the limited liability company, who is personally own to me or has produced as identification. ‘. Ziil e ttlri Notary Public, State of Florida My Commission Expires: IN WITNESS WHEREOF, the parties hereto have caused this AMENDMENT to be executed by their undersigned officials as duly authorized. ATTEST: Da Todd Han on, Clerk of the Board te:._ `� (it lab_11_ APPROVED AS TO INSURANCE REQUIREMENT ' , 1 Ann -Marie Sharpe Director of Risk Management CRA: OMNI COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created by the City of Miami pursuant to Florida Statutes Section 163.356 ("CRA") Jason Wt er, _xecutive Director APPROVED AS TO FORM AND CORRECTNESS 9a4 a6 L. lag 16/8 Victoria Nf€ndez General Counsel RFA *21-370 Exhibit A Legal Description of the Properties at 70 NE 17th Street, 90 NE 176 Street, and 1642 NE 1"Avenue. Miami, Florida Full Legal Description Parcel 1: Lot 1, less the North 10 feet, and the East 10 feet, Block 8, Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, as recorded in P1at Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida, together with the East 1/2 of the 10 foot vacated alley right of way adjacent to and abutting the West line of said Lot 1, less the North 10 feet. Parcel 2: Lots 3 and 4, less the East 10 feet of Lot 4, Block 8, Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida, together with that portion of the 10 foot vacated alley right of way situated between said Lots 3 and 4. Parcel 3: Lot 2, less the North 10 feet, Block 8, of Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida and the Westerly 5 feet of a 10 foot alley vacated by City of Miami Ordinance No. 13492 "Mas Index" 23H10 Ordinance and Vacation recorded in Official Records Book 29757, Page 1686, Official Records Book 29778, Page 3598, Official Records Book 29877, Page 4214 and in Official Records Book 30125, Page 2511, all of the Public Records of Miami -Dade County, Florida, lying adjacent to Lot 2, Block 8, of Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, as recorded in P1at Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida, and being bound of the North by an extension of a line 10 feet Southerly of the North boundary line of Lot 2, Block 8, extending Easterly for 5 feet and on the South by an extension of the Southerly boundary line of Lot 2, Block 8, Easterly for 5 feet. Exhibit "D" First Amendment to the Economic Incentive Agreement for Mixed -Use and Mixed - Income Project Dated October22, 2024 Prepared By: Kristofor W. Nelson Esq. General Counsel N.R. Group Management, Inc. 1111 Park Centre Boulevard, Suite 450 Miami, Florida 33169 After recording retum to: Victoria Mendez, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 FIRST AMENDMENT ECONOMIC INCENTIVE AGREEMENT FOR MIXED -USE AND MIXED -INCOME PROJECT (Amending the amount of The Funds) This the first amendment to the original Economic Incentive Agreement for Mixed -Use and Mixed -Income Project dated May 21, 2020 and recorded on June 5th, 2020 in Official Records Book 31961, Page 2616 and Clerk's File Number 20200318803 of the Public Records of Miami -Dade County, Florida. THIS FIRST AMENDMENT OF THE ECONOMIC INCENTIVE AGREEMENT FOR MIXED -USE AND MIXED -INCOME PROJECT ("First Amendment") is entered into this _ day of October, 2022, between, UNI 17m STREET, LLC, a Florida limited liability company, as assignee of N.R. Investments 11, LLC, ("UNI") , and their assigns or successors in interest, with their principal office located at 1111 Park Centre Boulevard, Suite 450, Miami Gardens, Florida 33169 and the OMNI COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created by the City of Miami (the "City") in 1987 pursuant to Florida Statutes Section 163.356, with a principal office located at 1401 N. Miami Avenue, 2"d Floor, Miami, Florida 33136 (hereinafter the "CRA") modifies that certain Economic Incentive Agreement For Mixed -Use and Mixed -Income Project executed on May 21st, 2020 and recorded on June 5th, 2020 in Official Records Book 31961, Page 2616 and Clerk's File Number 20200318803 of the Public Records of Miami -Dade County, Florida (as amended by the certain Amendment to the Economic Incentive Agreement for Mixed -Use and Mixed Income Project dated April 9th, 2021; the "Economic Incentive Agreement") on the parcel of land as more thoroughly described in Exhibit "A" attached hereto. RECITALS: WHEREAS, the UNI requested an increase in the Pundst by Five Million Dollars ($5,000,000) to Ten Million five Hundred Thousand Dollars ($10,500,000) in the aggregate pursuant to the approved Resolution. WHEREAS, on April 9, 2021, the Amendment Economic Incentive Agreement for Mixed -Use and Mixed -Income Project was executed. Capitalized terms not expressly defined herein will have the definitions attributed to them in the Economic Incentive Agreement. WHEREAS, on October 13, 2022, the CRA Board adopted Resolution No. CRA-R-22- 0042, attached and incorporated herein by reference as Exhibit "B" attached hereto, authorizing the increase in the grant funds in the amount of Five Million Dollars ($5,000,000) to the Developer for the CRA-Assisted Units. NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, NR 11 and UNI and the CRA hereby agree as follows: 1. Recitals. The Recitals to this First Amendment are incorporated herein by reference and made a part hereof. 2. All Other Terms and Rishts Unchanged. Unless expressly modified by this First Amendment, all other terms, conditions and rights remain in or created by the Economic Incentive Agreement remain unchanged. 3. Increase in Funds. The Funds as defined in Section 5.1 of the Economic Incentive Agreement are hereby increased to provide for an additional Five Million and 00/100 Dollars ($5,000,000) in funding, which results in a total funding of an amount not to exceed Ten Million Five Hundred Thousand Dollars ($10,500,000). 4. References to the Funds. All the references to the grant funds amount of Five Million Five Hundred Thousand Dollars ($5,500,000) in the Economic Incentive Agreement located in: a) the fourth "WHEREAS" clause in the "RECITALS", b) Section 5.1, c) the first paragraph in Section 5.3, and d) Section 5.3.2 are hereby deleted and replaced with Ten Million Five Hundred Thousand Dollars ($10,500,000). 5. In the event of any conflict between the terms of the Economic Incentive Agreement and the terms of this First Amendment, the terms of this First Amendment shall control. 6. Recordation. This First Amendment shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Developer within fifteen (15) calendar days after all parties have executed this First Amendment and the originals are received by UNI. 7. Counterparts: Electronic Simahues. This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. Facsimile, .pdf and other electronic signatures to this First Amendment shall have the same effect as original signatures. THIS FIRST AMENDMENT has been executed and delivered as of the day and year first above written. SIGNATURE PAGES FOLLOW IN WITNESS WHEREOF, the parties hereto have caused this FIRST AMENDMENT to be executed by their undersigned officials as duly authorized. UM: UM 17th Street, LLC, a Florida limited liability company By: Name: R. n-G esmann Title: Manager ACKNOWLEDGEMENT STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of Blihysical presence or 0 online notarization, this 11 day of October, 2022, by Ron Gottesmann, as Manager of UNI 17th Street, LLC, a Florida limited liability company, i behalf of the limited liability company, who is personally own to me or has producer as identification. r My Commission Expires: 01113) 2025 Notary of Florida �, l ^Nr, Notary Public State of RondaMarta Camila Dana : My Commission NH 118357 @a 1 Expires 001812/325 1 IN WITNESS WHEREOF, the parties hereto have caused this FIRST AMENDMENT to be executed by their undersigned officials as duly authorized. ATTEST: CRA: OMNI COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created by the City of Miami pursuant to Florida Statutes Section 163.356 ("CRA") By: By: Todd Hannon, Clerk of the Board Humberto Gonzalez, Execu Date: VPROVED AS Tgi TAWSOggy 0111§aliNTSGomez, Frank Frank Date: 2022.10.24 06:59:43 -04'00' Ann -Marie Sharpe Director of Risk Management APPROVED AS TO FORM AND CORRECTNESS for Victoria Mendez General Counsel RPA ill ]89l Exhibit A Legal Description of the Properties at 70 NE 17th Street, 90 NE 176 Street, and 1642 NE 1st Avenue, Miami, Florida Full Legal Description Parcel 1: Lot 1, less the North 10 feet, and the East 10 feet, Block 8, Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida, together with the East 1/2 of the 10 foot vacated alley right of way adjacent to and abutting the West line of said Lot I, less the North 10 feet. Parcel 2: Lots 3 and 4, less the East 10 feet of Lot 4, Block 8, Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida, together with that portion of the 10 foot vacated alley right of way situated between said Lots 3 and 4. Parcel 3: Lot 2, less the North 10 feet, Block 8, of Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida and the Westerly 5 feet of a 10 foot alley vacated by City of Miami Ordinance No. 13492 "Mas Index" 23H10 Ordinance and Vacation recorded in Official Records Book 29757, Page 1686, Official Records Book 29778, Page 3598, Official Records Book 29877, Page 4214 and in Official Records Book 30125, Page 2511, all of the Public Records of Miami -Dade County, Florida, lying adjacent to Lot 2, Block 8, of Robbins, Graham and Chillingsworth Addition North Miami, according to the Plat thereof, as recorded in Plat Book "A", Page 49 1/2, of the Public Records of Miami -Dade County, Florida, and being bound of the North by an extension of a line 10 feet Southerly of the North boundary line of Lot 2, Block 8, extending Easterly for 5 feet and on the South by an extension of the Southerly boundary line of Lot 2, Block 8, Easterly for 5 feet, Exhibit "B" b Omni CRA City of Miami Legislation OMNI CRA Resolution CRA-R-22-0042 OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.miamicra.com File Number: 12762 Final Action Date: 10/13/2022 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A FIRST AMENDMENT TO THE ECONOMIC INCENTIVE AGREEMENT FOR MIXED -USE AND MIXED - INCOME PROJECT KNOWN AS "UNI-TOWER" FOR THE DEVELOPMENT OF PROPERTY LOCATED AT 70 NE 17TH STREET, 90 NE 17TH STREET, AND 1642 NE 1ST AVENUE, MIAMI, FLORIDA DATED MAY 21, 2020 ("AGREEMENT") TO PROVIDE FOR ADDITIONAL GRANT FUNDING IN THE AMOUNT OF FIVE MILLION AND 00/100 DOLLARS ($5,000,000.00), IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL OTHER NECESSARY DOCUMENTS, ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE AGREEMENT. WHEREAS, on April 9, 2020, the Omni Redevelopment District Community Redevelopment Agency ("CRA") as part of its efforts to beautify the OMNI Community Redevelopment District approved OMNI CRA Resolution CRA-R-20-0001 (the "Resolution"), which authorized the allocation of grant funds in an amount not to exceed $5,500,000.00 for the mixed -use project consisting of ground floor retail, office space, and approximately 252 affordable housing units at 70 NE 17"' Street, 90 NE 17th Street, and 1642 NE 1st Avenue, Miami, Florida within the CRA's boundaries, known as the "Uni-Tower" project (the "Project"); a nd WHEREAS, pursuant to the Resolution, the Executive Director was authorized to negotiate and execute any and all necessary documents, all in a form acceptable to the General Counsel; and WHEREAS, pursuant to the Resolution, the Executive Director, on May 21, 2020, executed the Economic Incentive Agreement for Mixed -Use and Mixed -Income Project for Uni- Tower (the "Agreement"), and agreed to grant to N.R. Investments 11, LLC (the "Developer") grant funds in an amount not to exceed $5,500,000.00; subject to terms and conditions contained in the Agreement; and WHEREAS, due to circumstances beyond either the CRA's or the Developer's control, and as a result of the dramatic increase in costs of construction (labor, materials, and supplies), the Developer has been unable to fully fund the construction costs of the Project, and has requested that the CRA provide an additional Five Million and 00/100 Dollars ($5,000,000.00) in grant funding for the Project; and WHEREAS, the CRA and the Developer desire to amend the Agreement by entering into the First Amendment to the Agreement in order to provide for the additional $5,000,000 in grant City of Miami Page 3 of 4 File ID: 12762 (Revision:) Printed On: 10/19/2022 funding, for a total amount of grant funding not to exceed $10,500,000.00 for the development of the Project; and WHEREAS, the CRA Board finds that the approval of this Resolution is consistent with the requirements of Chapter 163, Part III, Florida Statutes, the provisions of the Omni Redevelopment District Community Redevelopment Plan, is in the best interest of the residents and businesses within the CRA's boundaries, and serves a municipal and public purpose; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. The Executive Director is authorized to negotiate and execute a First Amendment to the Economic Incentive Agreement for Mixed -Use and Mixed -Income Project for the Uni-Tower project (the "Agreement"), in a form acceptable to the General Counsel. Section 3. The Executive Director is further authorized to negotiate and execute any and all necessary documents, including any amendments and modifications to said Agreement, all in forms acceptable to the General Counsel, as may be necessary to effectuate the intent of this Resolution. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ, GENERAL COUNSEL City of Miami Page 4 of 4 File ID: 12762 (Revision:) Printed On: 10/19/2022 OMNI Board of Commissioners Meeting October 13, 2022 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To Board Chair Alex Diaz de la Portilla Date: October 12, 2022 and Members of the CRA Board From:H. Bert Gonzalez Executive Director File: 12762 Subject: Additional Grant Funding - Uni- Tower Project Enclosures: 12762 Backup BACKGROUND: The OMNI Redevelopment District Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within its redevelopment area in accordance with the 2010 CRA Redevelopment Plan (the "Plan"). On September 13, 2016, the CRA approved and adopted Resolution No. CRA-R-16- 0042, adopting the City of Miami's procurement ordinance as the process in which any and all services and goods are procured by the CRA. On April 9, 2020, by a 4/5ths vote, in conformance with the City of Miami's procurement ordinance, the Omni Redevelopment District Community Redevelopment Agency ("CRA") as part of its efforts to beautify the OMNI Community Redevelopment District approved OMNI CRA Resolution CRA-R-20-0001 (the "Resolution"), which authorized the allocation of grant funds in an amount not to exceed $5,500,000.00 for the mixed - use project consisting of ground floor retail, office space, and approximately 252 affordable housing units at 70 NE 17th Street, 90 NE 17th Street, and 1642 NE lst Avenue, Miami, Florida within the CRA's boundaries, known as the "Uni-Tower" project (the "Project"); and Pursuant to the Resolution, the Executive Director was authorized to negotiate and execute any and all necessary documents, all in a form acceptable to the General Counsel. Consistent with the Resolution, the Executive Director, on May 21, 2020, executed the Economic Incentive Agreement for Mixed -Use and Mixed -Income Project for Uni-Tower (the "Agreement"), and agreed to grant to N.R. Investments 11, LLC (the "Developer") grant funds in an amount not to exceed $5,500,000.00; subject to terms and conditions contained in the Agreement. Due to circumstances beyond either the CRA's or the Developer's control, and as a result of the dramatic increase in costs of construction (labor, materials, and supplies), the Developer has been unable to fully fund the construction costs of the Project and has requested that the CRA provide an additional Five Million and 00/100 Dollars ($5,000,000.00) in grant funding for the Project, JUSTIFICATION: The CRA approved the original grant funds for the Project pursuant to OMNI CRA Resolution CRA-R-20-0001, recognizing that the Plan lists as an objection of the CRA to "Provide incentives for the development of a variety of housing choices, including affordable, special needs, and a workforce housing." In addition, the Plan provides for the desire for a variety of housing options to attract downtown workers, and to enhance the visual attractiveness of the area within the CRA to businesses and residents. The Uni-Tower project is in the process of developing a group of properties that will continue the CRA's objectives to eliminate slum and blight, and when completed will offer housing options to individuals who desire to reside within the CRA. Therefore, the request for the additional grant funding is consistent with the original Resolution approved on April 9, 2020, and with the Plan, and approval of the funding request is recommended. FUNDING: Subject to the availability of funds and subject to the OMNI CRA's budgeting and allocation of funds for the Project. City of Miami Page 2 of 4 File ID: 12762 (Revision:) Printed On: 10/19/2022 Exhibit "E" CRA Resolution No. CRA-R-25-0030 Omni CRA OMNI Community Redevelopment Agency Legislation OMNI CRA Resolution: CRA-R-25-0030 OMNI CRA 1401 N. Miami Avenue Miami, FL 33136 www.omnicra.com File Number: 15521 Final Action Date:6/26/2025 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA"), WITH ATTACHMENT(S), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED AS EXHIBIT "A," THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS PURSUANT TO SECTIONS 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, ("CITY CODE"), AS ADOPTED BY THE CRA; WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE CRA; AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AMENDMENT TO THE ECONOMIC INCENTIVE AGREEMENT DATED MAY 21, 2020 ("AGREEMENT") IN A FORM ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE MIXED -USE AND MIXED -INCOME PROJECT KNOWN AS "UNI-TOWER" ("PROJECT") FOR THE DEVELOPMENT OF PROPERTY LOCATED WITHIN A UNITED STATES SMALL BUSINESS ADMINISTRATION DESIGNATED HUBZONE AT 70 NORTH EAST 17TH STREET, 90 NORTH EAST 17TH STREET, AND 1642 NORTH EAST 1ST AVENUE, MIAMI, FLORIDA; FURTHER AMENDING THE AFFORDABILITY PERIOD OF THE PROJECT TO 2055; AUTHORIZING THE ALLOCATION OF GRANT FUNDS IN AN ADDITIONAL AMOUNT NOT TO EXCEED FIVE MILLION AND 00/100 DOLLARS ($5,000,000.00), SUBJECT TO THE AVAILABILITY OF FUNDS; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE AN AMENDED RESTRICTIVE COVENANT AGREEMENT, AND ANY AND ALL OTHER NECESSARY DOCUMENTS, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL FOR THE PURPOSE STATED HEREIN AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on April 9, 2020, the Omni Redevelopment District Community Redevelopment Agency ("CRA") as part of its efforts to beautify and provide affordable housing adopted CRA Resolution No. CRA-R-20-0001 (the "Resolution"), which authorized the allocation of grant funds in an amount not to exceed Five Million Five Hundred Thousand and 00/100 Dollars ($5,500,000.00) for the mixed -use project consisting of ground floor retail, office space, and approximately Two Hundred Fifty -Two (252) affordable housing units at 70 North East 17th Street, 90 North East 17th Street, and 1642 North East 1st Avenue, Miami, Florida within the CRA's boundaries, known as the "Uni-Tower" project (the "Project"); and WHEREAS, pursuant to the Resolution, the Executive Director, on May 21, 2020, executed an Economic Incentive Agreement for Mixed -Use and Mixed -Income units for the Project (the "Agreement"), and agreed to grant to NR Investments 11, LLC (the "Developer"), grant funds in an amount not to exceed Five Million Five Hundred Thousand and 00/100 Dollars ($5,500,000.00), subject to terms and conditions contained in the Agreement; and City of Miami Page 1 of 3 File ID: 15621 (Revision: C) Printed On: 9/16/2025 File ID: 15521 Enactment Number: CRA-R-25-0030 WHEREAS, pursuant to CRA Resolution No. CRA-R-22-0042, the CRA approved additional grant funding to the Project; and WHEREAS, the Project, located within a United States Small Business Administration - designated HubZone, uniquely combines Two Hundred Fifty -Two (252) affordable and workforce housing units with commercial and office space, fostering sustainable economic growth by enabling small businesses to qualify for HubZone benefits such as set -aside contracts, price preferences, and subcontracting opportunities, while creating jobs, encouraging business relocation, and generating revenue within the CRA and the City of Miami; and WHEREAS, due to the continued circumstances beyond either the CRA's or the Developer's control, and as a result of the dramatic increase in housing costs, the costs of construction (labor, materials, and supplies), the Developer has been unable to fully fund the construction costs of the Project, and has requested that the CRA provide an additional Five Million and 00/100 Dollars ($5,000,000.00) in grant funding for the Project; and WHEREAS, the CRA and the Developer has agreed to extend the rent restrictions for the Project through the year 2055, beyond the current term of 2047, thereby extending the affordability period to a total of 30 years; and WHEREAS, the Developer shall retain the option to repay up to Five Million and 00/100 Dollars ($5,000,000.00) on a prorated basis between 2047 and 2055 in order to remove the rent restrictions during that period; and WHEREAS, the CRA and the Developer desire to further amend the Agreement in order to provide for the additional Five Million and 00/100 Dollars ($5,000,000.00) in grant funding, for a total amount of grant funding not to exceed Fifteen Million Five Hundred Thousand and 00/100 Dollars ($15,500,000.00) for the development of the Project; and WHEREAS, the CRA Board finds that the approval of this Resolution is consistent with the requirements of Chapter 163, Part III, Florida Statutes, the provisions of the CRA's Redevelopment Plan and is in the best interest of the residents and businesses within the CRA's boundaries, and serves a municipal and public purpose; and WHEREAS, based on the recommendation and finding of the Executive Director, attached and incorporated as Exhibit "A," it is in the CRA's best interest to authorize, by an affirmative four -fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the CRA, the allocation of additional grant funds for the Project will be disbursed as Two Milliion Five Hundred Thousand ($2,500,000.00) in Fiscal Year 2024 - 2025 and Two Milliion Five Hundred Thousand ($2,500,000.00) in Fiscal Year 2025 - 2026 in a total amount not to exceed Five Million and 00/100 Dollars ($5,000,000.00); NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written finding, attached and incorporated as City of Miami Page 2 of 3 File ID: 15521 (Revision: C) Printed on: 9/16/2025 File ID: 16521 Enactment Number: CRA-R-25-0030 Exhibit "A," pursuant to Sections 18-85 and 18-86 of the City Code, as adopted by the CRA, are ratified, approved, and confirmed, and the requirements for competitive sealed bidding methods, having been found as not being practicable or advantageous to the CRA, are waived. Section 3. The Executive Director is authorized to negotiate and execute an Amendment to the Economic Incentive Agreement, the Restrictive Covenant Agreement, and any and all other necessary documents, all in forms acceptable to the General Counsel, for the Project Section 4. The Executive Director is hereby authorized to allocate additional grant funds in an amount not to exceed Five Million and 00/100 Dollars ($5,000,000.00) for a total amount not to exceed Fifteen Million Five Hundred Thousand and 00/100 Dollars ($15,500,000.00) for the Project, subject to the availability of funds, to be disbursed in the form of two payments to the Developer from account code 10040.920501.883000.0000.00000. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: ng III, C y -'tor 2/6/2024 a ge . Wy ng III, C y to :y 6/13/2025 6/4/2025 a-. ge Wy ng III, C y ttor y 6/20/2025 City of Miami Page 3 of 3 File ID: 15521 (Revision: C) Printed on: 9/16/2025