HomeMy WebLinkAbout23318AGREEMENT INFORMATION
AGREEMENT NUMBER
23318
NAME/TYPE OF AGREEMENT
WYNWOOD WORKS, LLC
DESCRIPTION
AGREEMENT FOR DEVELOPMENT OF PROPERTY / CRA-R-
20-0013 / AMOUNT $10,000.00
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
11/24/2020
DATE RECEIVED FROM
ISSUING DEPT.
11/30/2020
NOTE
AGREEMENT FOR DEVELOPMENT OF PROPERTY
THIS AGREEMENT FOR DEVELOPMENT OF PROPERTY PER RFP 992381 (the
'Agreement") is made as of the 5th day of November, 2020, by and between WYNWOOD
WORKS, LLC, a Florida limited liability company (the "Developer"), and the OMNI
REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public
agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA").
RECITALS
A. WHEREAS, The Omni Redevelopment Area was created by the City of Miami
("City") and designated as a community redevelopment area (the "Redevelopment Area") by
Miami -Dade County ("County"), both political subdivisions of the State of Florida.
B. WHEREAS, a redevelopment plan was approved by the Commissioners of the
City and the Commissioners County, tasking the CRA with the elimination of slum and blight
pursuant to Chapter 163, Florida Statutes.
C. WHEREAS, the CRA issued a Request for Proposals (the "RFP"') No. 992381 on
July 5th, 2019, for the development of that certain real property located within the Redevelopment
Area, is more particularly described on Exhibit "A" (the "Property") together with other property.
D. WHEREAS, in response to RFP No. 992381, Developer submitted a proposal for
the development of the Property (the "Proposal").
E. WHEREAS, based upon the evaluation of the Proposal and subsequent
negotiations between the CRA Executive Director ("Executive Director") and the Developer, the
Executive Director has recommended to the Board of the CRA (the "CRA Board') that the CRA
enter into this Agreement with the Developer for the development of the Property (the "Project").
F. WHEREAS, pursuant to CRA Resolution No. CRA-R-20-0013 the CRA Board
authorized the CRA to enter into this Agreement.
G. WHEREAS, the CRA desires to convey the Property to the Developer subject;to
the terms and conditions of this Agreement, and that certain Restrictive Covenant that will be
required, executed by the Developer and accepted by the CRA in connection with the conveyance
of the Property, attached as Exhibit "F" (the "Restrictive Covenant").
H. WHEREAS, the Developer desires to acquire the Property from the CRA for the
development of the Project, as hereinafter defined, subject to the terms and conditions of this
Agreement and said Restrictive Covenant.
NOW THEREFORE, in consideration of the sum of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and of the covenants
and agreements hereafter set forth, the parties agree as follows:
1. RECITALS. The recitals to this Agreement are true and correct and are
incorporated herein by reference and made a part hereof.
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2. CONVEYANCE AND SITE CONTROL.
2.1 PROPERTY. The property to be conveyed by the CRA to the Non -Profit
(as such term is hereinafter defined) at no cost and then conveyed to the Developer pursuant to the
terms of this Agreement, and the Restrictive Covenant, consists of the Property and all
appurtenances belonging thereto, including any and all rights, privileges and easements in any way
pertaining thereto, all right, title and interest of the CRA in and to any adjoining sidewalk and in
and to any adjoining street or alley and all right, title and interest of the CRA in permits and
approvals issued by the applicable governmental authorities relating to the use and development
of the Property. For purposes of this Agreement, the term "Non -Profit" shall be defined as a non-
profit entity and/or its wholly owned subsidiary as selected by the Developer and agreed to by the
CRA (the "Non -Profit").
2.2 PROPERTY DESCRIPTION. The subject Property is more particularly
described in the attached Exhibit "A".
3. DEPOSIT. Within five (5) days of the Effective Date of this Agreement, Developer
shall deliver to Bilzin Sumberg Baena Price & Axelrod LLP, as escrow agent (the "Escrow
Agent'), the sum of Ten Thousand and No/100 Dollars ($10,000.00) (the "Initial Deposit'): (The
Initial Deposit and the Additional Deposit, as hereinafter defined, together with all interest accrued
thereon, are collectively referred to as the "Deposit"). The Escrow Agent shall hold the Deposit in
a non -interest -bearing account.
4. INSPECTION PERIOD.
4.1 Inspections. Developer shall have until 5 p.m. on the ninetieth (90th) day
after the Effective Date, as hereinafter defined, (the "Inspection Period") to perform, at
Developer's sole cost and expense, such investigations and inspections of the Property the
Developer, in Developer's sole and absolute discretion deems appropriate, including, without
limitation, soil tests, zoning investigations, utility availability and environmental assessments
(collectively the "Inspections") to determine whether the Property is acceptable to Developer, in
its sole discretion. Prior to performing any on -site Inspections, Developer shall provide at least
one (1) business day's prior written notice to the Executive Director (which may be delivered by
email) at 1401 North Miami Avenue, 2"d Floor, Miami, Florida 33136, Phone: 305-679-6868;
email: jwalker@miamigov.com (or such other CRA representatives as designated by the Executive
Director), which written notice shall provide reasonable detail regarding the type and scope of
Inspection(s) to be performed and the scheduled date and time for such Inspection(s) and provide
the Executive Director the opportunity to have a representative from the CRA present at any such
Inspection(s). Developer shall conduct such Inspection(s) in a manner so as to not unreasonably
interfere with the current use of the Property.
4.2 Restoration. Following any such Inspections, Developer shall promptly
restore the Property to the condition existing immediately prior to such Inspections. The
Inspections shall be conducted in accordance with all applicable laws and by licensed and insured
professionals, and Developer shall cause its inspectors to obtain, at Developer's sole cost and
expense, any and all licenses and permits required to conduct the Inspections, as applicable.
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4.3 Disclosure. Developer agrees that in the event the need arises to notify,
under applicable laws, any federal, state or local public agencies of any conditions at the Property
as a result of the Inspections performed by Developer, its agents, employees, contractors and/or
representatives, Developer shall provide the Executive Director with any pertinent reports, written
material or other evidence of the condition requiring such disclosure, if any.
4.4 Indemnification. Developer shall assume all risks associated with the
Inspections and agrees to indemnify, defend and hold harmless the CRA and the City of Miami,
their officials, and employees, of, from and against any and all costs, actions, losses, claims,
damages, liabilities, expenses and other obligations (including, without limitation attorney's fees
and court costs) to the extent arising from, out of or in connection with or otherwise relating to the
Inspections, including, without limitation, the entry by any one or more of Developer's agents,
employees, contractors and other representatives in or upon the Property for the purpose of the
Inspections; provided, however, that the foregoing indemnification obligation of Developer shall
not apply to the mere discovery of any adverse findings relative to the Property by Developer or
any of its agents, representatives or independent contractors. The foregoing indemnification
obligations of Developer shall survive the expiration or termination of this Agreement.
4.5 Insurance. Developer shall, prior to entering the Property and performing
any Inspections, provide to the CRA evidence of insurance by Developer or its contractors, as
applicable, as specified in items I and IV on Exhibit "B" attached hereto, insuring against any
liability by any one or more of Developer, its agents, employees, contractors or other
representatives to the extent arising from, out of or in connection with or otherwise relating to the
entry by any one or more of Developer, its agents, employees, contractors or other representatives
in or upon the Property for the purpose of the Inspections. Developer shall provide the CRA with
a certificate of insurance evidencing such insurance coverage, identifying the CRA as an additional
insured thereon and said insurance coverage shall be kept in force until the expiration or
termination of this Agreement, as applicable.
4.6 Acceptance of Property. If for any reason whatsoever Developer, in its sole
discretion, determines during the Inspection Period that it does not wish to proceed with the
transaction contemplated by this Agreement, Developer shall have the absolute right to terminate
this Agreement by giving written notice of such termination to the CRA prior to the expiration of
the Inspection Period. Upon the CRA's receipt of such notice prior to the end of the Inspection
Period, this Agreement shall be deemed terminated and of no further force and effect and the
Escrow Agent shall promptly return the Initial Deposit to Developer, whereupon the parties shall
be released and relieved from any liability or obligations hereunder, except for those obligations
which expressly survive the termination of this Agreement. If Developer does not terminate this
Agreement prior to the expiration of the Inspection Period, then it shall be presumed conclusively
that Developer has had adequate opportunity to review and inspect all portions of the Property,
including, without limitation, the environmental condition of the Property and, Developer has
determined that the condition of all portions of the Property are satisfactory to Developer and
Developer has accepted every portion of the Property in its "AS IS, WHERE IS, WITH ALL
FAULTS" condition.
4.7 No Lien. Developer shall not create or permit to be created any laborers,
suppliers, material persons or mechanic's liens upon the Property, or any part thereof, as a result
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of the Inspections. If any lien shall at any time be filed against the Property, or any part thereof in
connection with the Inspections, Developer shall cause same to be discharged or transferred to
bond in accordance with applicable laws within thirty (30) days after Developer first becomes
aware that such lien has been recorded against the Property. This provision shall survive the
expiration or termination of this Agreement.
4.8 CRA Deliveries. Prior to the date of this Agreement, the CRA has provided
to Developer copies of all surveys, title policies and environmental studies which the CRA has
been able to locate with respect to the Property (collectively the "CRA Deliveries"). Any reliance
upon the CRA Deliveries is at the sole risk of Developer and the CRA makes no representations
or warranties, express or implied, with respect to the accuracy or completeness of the CRA
Deliveries, and any reliance upon same is at the sole risk of Developer.
4.9 Disclaimer of Representations bv Developer. Developer hereby expressly
acknowledges and agrees that, except as specifically provided in this Agreement:
4.9.1 The CRA makes and has made no warranty or representation
whatsoever as to the condition or suitability of the Property for the Project. The Property
is conveyed in "AS IS, WHERE IS, AND WITH ALL FAULTS" condition.
4.9.2 The CRA makes and has made no warranty, express or implied, with
regard to the accuracy or completeness of any information furnished to Developer, and the
CRA shall not be bound by any statement of any broker, employee, agent or other
representative of the CRA.
4.9.3 The CRA has made no representations, warranties or promises to
Developer not explicitly set forth in this Agreement.
4.9.4 The CRA has made no representations or warranties, express or
implied, with regard to the neighborhood, that the Redevelopment Area will be developed,
or as to the precise type or quality of improvements that will be constructed within the
Redevelopment Area or the timing thereof.
4.9.5 The CRA makes and has made no representation or warranty,
express or implied, concerning any portion of the Property, its condition or other things or
matters directly or indirectly relating thereto or hereto, including, without limitation, no
warranty as to merchantability or fitness for any particular purpose or relating to the
absence of latent or other defects.
4.9.6 Developer specifically acknowledges that the transaction
contemplated by this Agreement and the time frame for performance by Developer under
this Agreement is not contingent upon the redevelopment of the Redevelopment Area, the
removal of slum or blight from the Redevelopment Area, the reduction of crime in the
Redevelopment Area or the status of any other projects in the Redevelopment Area.
4.10 Copies of Reports. Developer shall provide the CRA with copies of any
third party reports prepared for Developer regarding the physical condition of the Property within
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ten (10) days of Developer obtaining the final reports from such third party. This provision shall
survive termination.
4.11 Additional Deposit. If Developer fails to terminate this Agreement prior to
the end of the Inspection Period, Developer shall deliver to Escrow Agent an additional deposit in
the amount of Ten Thousand and No/100 Dollars ($10,000.00) (the "Additional Deposit") by wire
transfer of federal funds within three (3) business day after the expiration of the Inspection Period.
The failure of Developer to make the Additional Deposit shall result in the automatic termination
of this Agreement in which event the Escrow Agent shall promptly return the Initial Deposit to
Developer and the parties shall be relieved from any further liability or obligations hereunder
except for those obligations under this Agreement which expressly survive termination.
5. "AS IS, WHERE IS, AND WITH ALL FAULTS" CONDITION.
5.1 Developer does hereby acknowledge, represent, warrant and agree, to and
with CRA, that, (i) Developer is acquiring the Property in an "AS IS, WHERE IS, AND WITH
ALL FAULTS" condition with respect to any facts, circumstances, conditions and defects of all
kinds; (ii) CRA has no obligation to repair or correct any such facts, circumstances, conditions or
defects or compensate Developer for same; (iii) Developer is and will be relying strictly and solely
upon the advice and counsel of its own agents and representatives and such physical inspections,
examinations and tests of the Property as Developer deems necessary or appropriate under the
circumstances; (iv) Developer has had and will have, pursuant to this Agreement, an adequate
opportunity to make such legal, factual and other inquiries and investigations as Developer deems
necessary, desirable or appropriate with respect to the Property; (v) the CRA is not making and
has not made any warranty or representation, express or implied, with respect to the Property as
an inducement to the Developer to enter into this Agreement, or for any other purpose, except as
expressly set forth herein; and (vi) by reason of all of the foregoing, from and after the Closing (as
hereinafter defined), Developer shall assume the full risk of any loss or damage occasioned by any
fact, circumstance, condition or defect pertaining to the physical and other conditions of the
Property, regardless of whether the same is capable of being observed or ascertained.
5.2 THE CRA HAS NOT, DOES NOT AND WILL NOT, WITH RESPECT
TO THE PROPERTY, MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY
LIMITED TO, ANY WARRANTY OF CONDITION OR MERCHANTABILITY, OR WITH
RESPECT TO THE VALUE, PROFITABILITY OR OPERATING POTENTIAL OF THE
PROPERTY.
5.3 Developer hereby releases the CRA from any liability, claims, damages,
penalties, costs, fees, charges, losses, causes of action, actions, demands, expenses of any kind or
nature or any other claim it has or may have against the CRA resulting from the presence, removal
or other remediation of "Hazardous Materials" (as hereinafter defined) on, in, or under the Property
or which has migrated from adjacent lands owned by third parties to the Property or from the
Property to adjacent lands, except to the extent the presence of the Hazardous Materials was known
to the Executive Director and the Executive Director failed to notify Developer of the presence of
the same.
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hereof.
5.4 The term "Hazardous Materials" shall mean asbestos, any petroleum fuel
and any hazardous or toxic substance, material or waste which is or becomes regulated by any
local governmental authority, the state where the Property is located or the United States
Government, including, but not limited to, any material or substance defined as a "hazardous
waste," "extremely hazardous waste," "restricted hazardous waste," "hazardous substance,"
"hazardous material" or "toxic pollutant" under state law and/or under the Comprehensive
Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601, et seq.
5.5 The provisions of this Section 5 shall survive any termination of this
Agreement and shall survive Closing and the delivery of the Deed at Closing.
6. TITLE AND SURVEY.
6.1 Developer shall obtain a title insurance commitment (the "Commitment")
and a survey (the "Survey") of the Property, at the Developer's sole cost and expense. The
Commitment and the Survey shall show the CRA to be vested in good and marketable fee simple
title to the Property, subject only to the following (the "Permitted Exceptions"):
6.1.1 Ad valorem real estate taxes and assessments for the year of Closing
and subsequent years.
6.1.2 All applicable laws, ordinances and governmental regulations,
including, but not limited to, all applicable building, zoning, land use, code enforcement,
utility, public works, environmental ordinances and regulations.
6.1.3 Any matters arising by, through, or under Developer.
6.1.4 Those matters listed on Exhibit "C" attached hereto and made a part
6.2 Developer shall have until 5:00 p.m. on the ninetieth (90th) day following
the Effective Date (the "Title Review Period") to obtain and examine the Commitment and the
Survey. Developer shall promptly provide the CRA with a copy of the Commitment and the Survey
upon Developer's receipt of same. The survey shall be certified to Developer and the CRA. If the
Commitment and Survey reveals any particular condition of title other than the Permitted
Exceptions, Developer shall, no later than the expiration of the Title Review Period, notify the
CRA in writing of the defect(s). If Developer fails to give the CRA written notice of the defect(s)
prior to the end of the Title Review Period, the defect(s) shown in the Commitment and the Survey
shall be deemed waived as title objections and same shall be deemed to constitute Permitted
Exceptions for all purposes under this Agreement. If Developer has given CRA written notice of
defect(s) prior to the end of the Title Review Period other than the Permitted Exceptions, the CRA
shall elect within ten (10) days after receipt of written notice of the title defect(s) whether the CRA
will elect to attempt to cure the title defect(s). Failure of the CRA to respond within the ten (10)
day period shall be deemed the election of the CRA not to cure the title defect(s). If the CRA does
not elect to cure the title defect(s), Developer shall have the option, to be exercised within ten (10)
days after Developer receives written notice from the CRA that the CRA has elected not to cure
the title defect(s), of either (i) waiving the defect(s), in which event the defect(s) shall be deemed
to constitute a Permitted Exception under this Agreement, or (ii) canceling this Agreement, in
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which event Escrow Agent shall return the Deposit paid to date to Developer and the parties shall
be released from any further obligations under this Agreement, except for those obligations that
expressly survive the termination of this Agreement. If the CRA elects to attempt to cure the title
defect(s), the CRA shall have sixty (60) days from receipt of the written notice of defect(s) to use
commercially reasonable efforts to cure same (the "Cure Period"). If the CRA elects to cure the
title defect(s), the CRA shall discharge any lien(s), judgment(s) or other matters affecting title to
the Property in a liquidated amount. The CRA shall not be required to commence litigation to
resolve any matters. In the event the CRA attempts to cure the title defects and the CRA is not able
to cure the defect(s) after using commercially reasonable efforts prior to the end of the Cure Period,
Developer shall have the option, to be exercised within ten (10) days after the end of the Cure
Period, of either (i) waiving the defect(s), in which event the defect(s) shall be deemed to constitute
a Permitted Exception under this Agreement, or (ii) canceling this Agreement, whereupon Escrow
Agent shall return the Deposit paid to date to Developer and the parties shall be released from any
further obligations under this Agreement, except for those obligations that expressly survive the
termination of this Agreement.
6.3 In the event of any new title defect(s) arising from and after the effective
date of the Commitment and prior to the Closing Date (as hereinafter defined), the CRA shall use
commercially reasonable efforts to cure such title defect(s) prior to the Closing Date. The CRA
shall discharge any lien(s), judgment(s) or other matters affecting title to the Property that are in a
liquidated amount. The CRA shall not be required to bring any lawsuit(s) or proceeding(s) to cure
any title defect(s) or expend any funds to cure any title defect(s) not in a liquidated amount. In the
event that the CRA is unable to cure the title defect(s) prior to the Closing Date after using
commercially reasonable efforts, Developer shall have the option on the Closing Date of: (i)
waiving the title defect(s) and accepting title "as is" whereupon the title defect(s) will be deemed
to constitute a Permitted Exception under this Agreement; or (ii) canceling this Agreement,
whereupon Escrow Agent shall return the Deposit to Developer and the parties shall be released
from all further obligations under this Agreement, except for those obligations that expressly
survive the termination of this Agreement.
7. ZONING APPROVALS. As of the Effective Date of this Agreement, the CRA
shall execute any documents and/or applications reasonably required by the Developer, which
documents must be executed by the record owner of the Property in connection with any zoning
or land use approvals or permit applications (the "Zoning Approvals") required to be obtained by
the Developer for the Project, to enable the Project to be developed in accordance with the
Proposal, provided such documents and applications do not impose any financial obligations or
liability upon the CRA; provided, however, that, other than undertaking a good faith cooperation,
the CRA does not and cannot represent any Zoning Approvals, will be approved by the
governmental agencies and departments having jurisdiction over such matters . If Developer elects
to terminate this Agreement during either the Title Review Period or inspection Period the
Developer shall promptly withdraw the Property from any applications for Zoning Approvals.
8. FINANCING. Developer shall have 18 months from the Effective Date (the
"Financing Period") to obtain all applicable Financing sources and/or credits for the Project. If
Developer does not obtain all necessary financing commitments for the Project by the end of the
Financing Period, this Agreement shall automatically terminate in which event the Escrow Agent
shall deliver the Deposit to the CRA in which event the parties shall be released from all further
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obligations under this Agreement except for the obligations that survive termination. The CRA
covenants and agrees to (i) convey the Property to the Non -Profit who shall then convey the
Property to the Developer; and (ii) provide at Closing a cash grant to the Non -Profit in an amount
of Nine Million Nine Hundred Thousand and No/100 Dollars ($9,900,000.00) for the design and
construction of the Project (the "CRA Financial Contribution"); provided all of the CRA
Conditions Precedent are satisfied or waived by the CRA. The CRA Financial Contribution to the
Non -Profit shall be made in accordance with the terms of a to -be -agreed upon Non -Profit Grant
Agreement and the Non -Profit shall loan or contribute one hundred percent (100%) of the
proceeds of the CRA-Financial Contribution to the Developer for the development of the Project
(the "Non -Profit Loan/Contribution"). The Developer agrees to deliver one hundred percent
(100%) of the proceeds of the Non -Profit Loan/Contribution to the financial institution (the
"Construction Lender") providing the construction loan (the "Construction Loan") for the Project
with such proceeds to be disbursed in accordance with the Construction Lender's Loan Agreement
(the "Construction Loan Agreement") which Construction Loan Agreement shall have been
approved by the CRA as set forth in Section 10.1.8 herein and which Construction Loan
Agreement shall contain a provision for the CRA to approve all draw requests relating to the
release of any of the CRA Financial Contribution funds. For the term of the Restrictive Covenant,
the Developer may refinance the Construction Loan or any successor loan at commercially
reasonable terms and amounts as then are existing at the time of the refinance in conformity with
the following: (1) any refinance of the Construction Loan before the Developer receives a
Certificate of Occupancy for the Project shall require CRA approval which approval shall not be
unreasonably withheld, conditioned or delayed; or (2) any refinance that occurs after the Developer
receives a Certificate of Occupancy for the Project shall contain provisions subjecting such
refinance to the Restrictive Covenant and Developer shall provide notice of such refinance to the
CRA or its successors in interest..
9. PROJECT.
9.1 Description of the Project. The Project shall consist of (i) not less than 104
apartments as described in the Proposal, and (ii) a sufficient number of parking spaces to comply
with the applicable codes. Developer may reduce the total number of units by up to fifteen percent
(15%) with approval by the CRA Executive Director.
9.1.1 Residential Units. Developer agrees that the residential apartments
in the Project will be restricted for a 50-year term as follows and as more specifically set
forth in the Restrictive Covenant in accord with the corresponding Area Median Income
("AMI") below:
• 10% at 30% AMI or below
• 10% at 50% AMI or below
• 80% at 120% AMI or below
9.1.2 Retail. The Project is anticipated to have +/- 6,711 square feet of
ground floor retail space (the "Retail Space"). Developer anticipates receiving rent in the
amount of Thirty Dollars per square foot ($30.00/sq. ft.) with three percent (3%) annual
escalations starting the year after the construction on the Project is completed (the
"Anticipated Retail Rent") from the tenants of the Retail Space (the "Retail Tenants")
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pursuant to triple net leases. Subject to the provisions of this Section 9.1.2, the Developer
agrees to make annual payments to the CRA (the "CRA Payment") in the amount of the
product of (i) forty five percent (45%); and (ii) the total amount of annual rent payments
the Developer receives from the Retail Tenants less the Anticipated Retail Rent. For
example, in year one where the Anticipated Retail Rent is $201,330.00 and the amount of
actual rent received is $225,000.00, the CRA Payment for that year would be $10,651.50
(45% of $23,670.00). The CRA Payment will be paid to the CRA annually for the previous
years' collection after all financial accounting and reporting for the previous year is
complete. The Developer's obligation to pay the CRA Payment to the CRA shall terminate
on the earlier of (i) the date that is 50 years from the Effective Date; or (ii) the date that the
CRA ceases to exist as a legal entity. Notwithstanding the foregoing, the Developer's
obligation to pay the CRA Payment to the CRA shall not exceed the amount, determined
by the CRA with the advice of the CRA's bond counsel, which would prevent the CRA
from financing or re -financing the CRA debt related to the Property on a tax-exempt basis
under the provisions of the Internal Revenue Code so long as any such CRA debt is
outstanding.
9.2 Design of the Project. The Project shall be developed substantially in
accordance with the conceptual design documents attached hereto as Exhibit "D" (the "Conceptual
Design Documents").
9.3 Schematic Documents. Within one hundred twenty (120) days of the
Effective Date, the Developer shall submit to the Executive Director for its review and approval
the schematic design documents for the Project consisting of drawings and other documents (such
as an architectural site plan, floor plans and building elevations) illustrating the scale and
relationship of Project components (the "Schematic Documents"). The Schematic Documents
shall be subject to the approval of the Executive Director. The Developer agrees to utilize its good
faith efforts to make modifications to the Schematic Documents to satisfy the requirements of the
Executive Director if the Schematic Documents are inconsistent with Conceptual Design
Documents. The Developer shall provide to the Executive Director such additional back-up
information as the Executive Director may reasonably request to enable the Executive Director to
analyze the Schematic Documents. The Executive Director shall have fifteen (15) days from the
receipt of the Schematic Documents to approve or disapprove same. If the Executive Director fails
to respond within said fifteen (15) day period, the Schematic Documents shall be deemed
approved. In the event of disapproval, the Executive Director shall specify the reason for such
disapproval. In the event of disapproval
9.4 Developer shall modify the Schematic Documents, as appropriate, to
address the comments and concerns of the Executive Director to cause the Schematic Documents
to be consistent with the Conceptual Design Documents. Any resubmission shall be subject to the
approval of the Executive Director in accordance with the procedure outlined above for the original
submission until same is approved or deemed approved by the Executive Director. The Executive
Director and the Developer shall, in good faith, attempt to resolve any disputes regarding the
Schematic Documents. If the Executive Director has rejected the Schematic Documents two (2)
times, then, following the second rejection, the Developer may elect to submit such dispute
regarding the approval of the Schematic Documents to the CRA Board for resolution. The
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Schematic Documents as approved or deemed approved by the Executive Director shall mean the
"Approved Schematic. Documents".
9.5 Design Development Documents. Within thirty (30) days of the approval
of the Schematic Documents, the Developer shall submit to the Executive Director for its review
and approval the design development documents for the Project consisting of building massing
and elevations, exterior materials and color schemes, fenestrations and a detailed description of all
building systems for the Project (the "Design Development Documents"). The Design
Development Documents shall be subject to the approval of the Executive Director, which
approval shall not be unreasonably withheld and which approval shall be given if the Design
Development Documents are consistent with the Approved Schematic Documents. The Developer
agrees to utilize its good faith efforts to make modifications to the Design Development
Documents to satisfy the requirements of the Executive Director if the Design Development
Documents are inconsistent with Approved Schematic Documents. The Developer shall provide
to the Executive Director such additional back-up information as the Executive Director may
reasonably request to enable the Executive Director to analyze the Design Development
Documents. The Executive Director shall have fifteen (15) days from the receipt of the Design
Development Documents to approve or disapprove same. If the Executive Director fails to respond
within said fifteen (15) day period, the Design Development Documents shall be deemed
approved. In the event of disapproval, the Executive Director shall specify the reason for such
disapproval. In the event of disapproval, Developer shall modify the Design Development
Documents, as appropriate, to address the comments and concerns of the Executive Director to
cause the Design Development Documents to be consistent with the Schematic Documents. Any
resubmission shall be subject to the approval of the Executive Director in accordance with the
procedure outlined above for the original submission until same is approved or deemed approved
by the Executive Director. The Executive Director and the Developer shall in good faith, attempt
to resolve any disputes regarding the Design Development Documents. If the Executive Director
has rejected the Design Development Documents two (2) times, the Developer may elect to submit
such dispute regarding the approval of the Design Development Documents to the CRA Board for
resolution. The Design Development Documents as approved or deemed approved by the
Executive Director shall mean the "Design Documents".
9.6 Construction Documents. Developer shall use commercially reasonable
efforts to submit to the Executive Director for its review and approval Developer's plans and
specifications for the construction of the Project, which shall be of sufficient detail to allow, the
Developer to apply for a building permit for the Project (the "Plans and Specifications") within
sixty (60) days of the approval or deemed approval of the Design Documents but no later than the
time Developer submits the Plans and Specifications in connection with its application for a
building permit for the Project. The Plans and Specifications shall be subject to the approval of the
Executive Director, which approval shall not be unreasonably withheld and which approval shall
be given if the Plans and Specifications are consistent with the Design Documents, and applicable
Laws, in all material respects. The Developer agrees to utilize its good faith efforts to make
modifications to the Plans and Specifications to satisfy the requirements of the Executive Director
if the Plans and Specifications are inconsistent with Design Documents in any material respects.
The Developer shall provide to the Executive Director such additional back-up information as the
Executive Director may reasonably request to enable the Executive Director to analyze the Plans
and Specifications. The Executive Director shall have fifteen (15) days from the receipt of the
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Plans and Specifications to approve or disapprove same. If the Executive Director fails to respond
in such fifteen (15) day period, the Plans and Specifications shall be deemed approved. In the event
of disapproval, the Executive Director shall specify the reason for such disapproval. In the event
of disapproval, Developer shall modify the Plans and Specifications, as appropriate, to address the
comments and concerns of the Executive Director to cause the Plans and Specifications to be
consistent with the Design Documents in all material respects. Any resubmission shall be subject
to the approval of the Executive Director in accordance with the procedure outlined above for the
original submission until same is approved or deemed approved by the Executive Director. The
Executive Director and the Developer shall in good faith, attempt to resolve any disputes regarding
the Plans and Specifications. If the Executive Director has rejected the Plans and Specifications
two (2) times, the Developer may elect to submit such dispute regarding the approval of the Plans
and Specifications to the CRA Board for resolution. The Plans and Specifications as approved or
deemed approved by the Executive Director shall mean the "Plans".
9.7 Development Requirements. Developer shall be required to develop the
Project substantially in accordance with the Plans. Any material variation to the Plans, other than
those changes required by the City in connection with the issuance of the building permit to comply
with applicable laws, shall require the approval of the Executive Director, which approval shall
not be unreasonably withheld or delayed provided that same is in accordance with the spirit and
intent of Plans and this Agreement.
9.8 Development Timeframe.
9.8.1 Land Use and Zoning Approvals for the Project. Developer shall
obtain all applicable land use and zoning approvals for the Project but not building permits
(the "Approvals' `or the "Zoning Approvals") on or before one (1) year from the Effective
Date (the Zoning Approval Period"), time being of the essence. If the Approvals have not
been obtained in form and substance acceptable to the Executive Director on or before the
end of the Zoning Approval Period, the timeframe may be extended by the Executive
Director. If the Approvals are not obtained and the Executive Director determines that the
project is not feasible as a result of such Approvals not being obtained then the Escrow
Agent shall deliver the Deposit to the CRA and the parties are released from all further
obligations under this Agreement except for the obligations that expressly survive
termination.
9.8.2 Commencement and Completion of Construction. Developer must
commence construction of the Project in accordance with the Plans within ninety (90) days
of the Closing Date. Subject to force majeure, the Project must be substantially completed
as evidenced by one or more temporary or permanent certificates of occupancy (or their
equivalent) for all units comprising the Project as reflected on the Plans ("Completion")
within thirty-six (36) months of the commencement of construction (the "Completion
Date"). The Completion Date may be extended by the Executive Director upon a certified
written request of the Developer. The Executive Director shall submit a written approval
or denial of such written request within ten (10) business days.
9.8.3 Failure to Commence or Complete Construction. If the Developer
fails to commence construction of the Project as required under Section 9.8.2 herein or fails
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to complete construction of the Project within forty-eight months of commencement of
construction then the property shall automatically revert to the CRA.
9.8.4 Failure to Complete the Project. If Developer has not achieved
Completion prior to the Completion Date, as same may be extended by the Executive
Director, the Developer shall pay to the CRA, as liquidated damages, Two Thousand Five
Hundred and No/100 Dollars ($2,500.00) per day for each day between the proposed
Completion Date (inclusive of any extensions by the CRA Executive Director) and the date
the Developer has received such one or more temporary or permanent certificates of
occupancy (or their equivalent) for all units comprising the Project as reflected on the
Plans. Said amount shall be due and payable within thirty (30) days of the Completion.
10. DEVELOPMENT AND FINANCIAL APPROVALS.
10.1 Development of the Project. As soon as available after the Effective Date,
Developer shall submit to the Executive Director for review and approval, which approval shall
not be unreasonably withheld the following:
10.1.1 Construction Contract. The construction contract for the Project (the
"Construction Contract") shall include the obligation of the general contractor to comply
with the participation requirements set forth in Sections 11.2, 11.3 and 11.4 of this
Agreement and all other CRA requirements. The Executive Director will not have approval
rights over the terms of the Construction Contract. The Construction Contract shall include
the obligation of the general contractor to comply with the participation requirements set
forth in Sections 11.2, 11.3 and 11.4 of this Agreement. The Developer shall ensure that
the general contractor has and maintains all applicable licenses as required by all local,
state and federal laws.
10.1.2 Loan Commitment. A loan commitment from a financial institution
(the "Lender") evidencing that Developer has obtained a construction loan commitment for
the development of the Project (the "Loan Commitment") which shall be reasonably
acceptable to the Executive Director. All current and future debt obligations of the
Developer as it relates to the property must be disclosed to and approved by the CRA
Executive Director. The Restrictive Covenant as it pertains to rent and supporting
documents to fully enforce such documents shall not be subordinated.
10.1.3 Project Equity. Evidence reasonably satisfactory to the Executive
Director that Developer has sufficient equity available to meet any, if applicable, equity
requirement of the Loan Commitment with respect to the Project (the "Equity") shall be
provided.
10.1.4 Budget. The line item budget for the Project reflecting all hard and
soft costs anticipated to be incurred by the Developer in connection with the Project (the
"Budget"). The Developer shall provide a Loan Commitment to the Executive Director.
The Budget shall also be approved by the Executive Director.
10.1.5 Project Schedule. The detailed project schedule for the construction
of the Project (the "Project Schedule"). The Project Schedule must reflect that the
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Developer will achieve Completion prior to the Completion Date. The Executive Director
will approve the Project Schedule if same has been approved .by the Lender as reflected in
the Loan Commitment and/or if the Project Schedule reflects that the Developer will
achieve Completion prior to the Completion Date.
10.1.6 Developer Fee. Proposed developer fee is fifty percent (50%) of the
allowable percentage of Developer Fee per the Florida Housing Finance Corporation
guidelines for multi -family revenue bond -financed projects pursuant to Rule 67-21, Fla.
Admin. Code.
10.1.7 Additional Funding. In the event that the Project will need
additional funding the Developer agrees to seek and obtain additional funding to achieve
Completion of the Project. Any additional subsequent funding requests from the CRA must
be approved by the CRA board.
10.1.8 Construction Loan Aereement. The Construction Loan Agreement
as described in Section 8.
10.2 Approval Required by. Section 10.1. If the Executive Director fails to
provide its approval or its disapproval, to items submitted to the Executive Director in accordance
with Section 10.1, within fifteen (15) days from receipt of a request for approval from Developer,
the item shall be deemed approved. If the Executive Director disapproves any item, the Executive
Director shall describe in its disapproval notice the reason for such disapproval with reasonable
specificity.
11. PARTICIPATION .._-REQUIREMENTS. _ MINORITY _ AND WOMEN'S
PARTICIPATION AND EQUAL EMPLOYMENT OPPORTUNITY.
11.1 Small Business Enterprise Participation. All construction contracts must
comply with the following Small Business Enterprise participation requirements and all
instructions, required forms, and other information necessary for complying with the Small
Business Enterprise participation requirements.
(a) The Contractor must assign a minimum of fifteen percent
(15%) of the Contract value to a respondent or to a construction related enterprise
currently certified by Miami -Dade County as a Small Business Enterprise (SBE) as
set forth in Section 10-33.01 and Section 10-33.02 of the Miami -Dade County
Code;
(b) The Contractor shall retain the services of an independent
third party to verify and certify compliance with these requirements on a quarterly
basis in accordance with Section 18-89 of the City Code. Said third party shall be
unaffiliated with the respondent and be properly licensed under the provisions of
Sections 454, 471, 473, or 481 of the Florida Statutes. The person performing the
verification shall have a minimum of two (2) years of prior professional experience
in Contracts compliance, auditing, personnel administration, or field experience in
payroll, enforcement, or investigative environment. The cost for this verification
shall be included in the related Contract costs.
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11.2 Subcontractor Participation. The Developer shall cause its general
contractor to hire not Tess than twenty percent (20%) of the subcontractors for the construction of
the Project utilizing companies that have their principal place of business within Miami -Dade
County, Florida, giving first priority to subcontractors whose principal place of business is in the
Omni Redevelopment Area, second priority to subcontractors whose principal place of business is
Southeast Overtown/Park West (SEOPW) Redevelopment Area, third priority to subcontractors
whose principal place of business is within District 2 of the City of Miami, fourth priority to
subcontractors whose principal place of business is in the City of Miami and last priority to
subcontractors whose principal place of business is in Miami -Dade County, Florida, with it being
understood that Developer shall not be required to engageanysubcontractor that fails to meet the
requisite requirements for the Project established by the general contractor which will apply to all
subcontractors uniformly such as drug free work force. For purpose of calculating the twenty
percent (20%) subcontractor participation, the twenty percent (20%) participation shall be
calculated based upon the dollar value of each subcontract given to subcontractors whose principal
place of business is in Miami -Dade County, Florida and the total dollar value of all subcontracts
entered into by the general contract ("Subcontractor Participation Requirement"),
11.3 Local - Workforce Participation. Responsible Wages and Benefits.
Developer agrees to cause its general contractor and all subcontractors to employ the below
requirements for construction of the Project as outlined in 11.2.2 (a) ("Laborer Participation
Requirements") from workers residing in either the Miami- Dade County, Florida giving first
priority to workers residing in the Redevelopment Area, second priority to workers residing in the
Omni District, third priority to worker residing in District 2 of the City of Miami, fourth priority
to workers residing in the City of Miami with last priority to workers residing in Miami -Dade
County, Florida. Additionally, Pursuant to Section 18-120 of the City of Miami Procurement Code,
entitled "Responsible Wage Construction Contracts," this contract and all Contracts to be executed
for completion of this Project requires the General Contractor and all of the Subcontractors to pay
Miami -Dade County Responsible Wages and Benefits to all laborers and mechanics assigned to
the Project.
11.4 Local Workforce Participation Requirements. Contractor must employ the
following minimum percentage requirements for on -site labor from persons residing within
Miami -Dade County (an individual whose primary place of residence is within Miami -Dade
County), for the duration of the Project:
1. Construction Contracts with a construction cost of up to two
hundred fifty thousand dollars ($250,000.00) shall have no Local Workforce
Participation requirement.
2. Construction Contracts with a construction cost of two
hundred fifty thousand dollars ($250,000.00) or more, but less than five hundred
thousand dollars ($500,000.00) shall have a minimum Local Workforce
Participation requirement of ten percent (10%).
3. Construction Contracts with a construction cost of five
hundred thousand dollars ($500,000.00) or more, but less than seven hundred fifty
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thousand dollars ($750,000.00) shall have a minimum Local Workforce
Participation requirement of fifteen percent (15%).
4. Construction Contracts with a construction cost of seven
hundred fifty thousand dollars ($750,000.00) or more, but less than four million
dollars ($4,000,000.00) shall have a minimum Local Workforce Participation
requirement of twenty percent (20%).
5. Construction Contracts with a construction cost of four
million dollars ($4,000,000.00) or more shall have a minimum Local Workforce
Participation requirement of forty percent (40%).
All Local Workforce Participation percentage requirements listed above shall be applied on the
construction Project's on -site labor force. The County residency of the onsite labor component
shall be subject to verification by the CRA.
(a) A working plan shall be submitted to the CRA or its third
party vendor, identifying the name, address, and trade category of all persons
proposed to perform Work under the Contract currently on the Contractor's payroll,
or positions to be hired by the Contractor, who reside within Miami -Dade County.
An updated plan shall be submitted to the CRA's Project Manager on a monthly
basis (no exceptions), and in the event that .during the Contract period a new hire
or a person identified in the plan as meeting the Local Workforce Participation
requirement goal is replaced, the CRA may require the Contractor to immediately
identify the replacement.
(b) The Contractor shall have a third party independently verify
and certify compliance with these requirements on a quarterly basis. Said third party
shall be unaffiliated with the Contractor and be properly licensed under the
provisions of Florida Statutes Chapters 454, 471, 473, or 481. The firm performing
the verification shall have a minimum of two (2) years of prior professional
experience in Contracts compliance, auditing, personnel administration, or field
experience in payroll, enforcement, or investigative environment. The cost for this
verification and certification shall be included in the related Contract costs. All
references to statutes, codes, ordinances, and regulations herein will be to them as
amended from time to time.
11.5 Disputes. In the event of any disputes between the Executive Director and
the Developer as to whether any subcontractor has its principal place of business in Miami -Dade
County, Florida or whether any laborer resides in Miami -Dade County, Florida and whether the
Developer complied with the priority requirements, the Developer and the Executive Director shall
proceed in good faith to resolve the dispute.
11.6 Report Requirements. The Developer or a third party hired by the
Developer shall be required to submit to the Executive Director (i) on a quarterly basis
commencing thirty (30) days after the end of the first quarter after the commencement of the
Project until thirty (30) days following Completion, detailed reports evidencing compliance with
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the Subcontractor and Labor Participation Requirements during the prior quarter and (ii) on a
monthly basis commencing thirty (30) days after the commencement of construction of the Project
until thirty (30) days following Completion, detailed reports evidencing compliance with the
Laborer Participation Requirements during the prior month ("Participation Reports"). The
Participation Reports shall contain such information as the Executive Director may reasonably
require to enable the Executive Director to determine whether the Developer is in compliance with
the Subcontractor Participation Requirements and the Laborer Participation Requirements with
respect to the Project.
11.7 Penalties for Non -Compliance with Small Business Enterprise Participation
Requirements and Subcontractor Participation Requirements. To the extent Developer fails to
comply with the Small Business Enterprise Participation Requirements or the Subcontractor
Participation Requirements, with respect to the Project, Developer shall pay to the CRA as a one-
time penalty for such non-compliance Two Thousand Five Hundred and No/100 Dollars
($2,500.00) for each percentage point below the Participation Requirement (the "Subcontractor
Non -Compliance Funds") with respect to the Project. The Subcontractor Non -Compliance Funds
shall be calculated by the Executive Director after Completion and shall be due and payable within
thirty (30) days from the date of Developer's receipt of written statement from the Executive
Director stating the amount of Subcontractor Non -Compliance Funds due with respect to the
Project. To the extent of any dispute between the Executive Director and the Developer with
respect to the compliance with the Subcontractor Participation Requirements, such dispute shall
be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding on
the parties. The parties agree that this Penalty is really a Liquidated Damage representing a
Stipulated Sum that the parties cannot determine the CRA's losses or damages in the event
Developer fails to comply with the Subcontractor Participation Requirements, with respect to the
Project.
11.8 Penalties for Non -Compliance with Laborer Participation Requirements
and Responsible Wages. To the extent Developer fails to comply with the applicable Laborer
Participation Requirements, with respect to the Project, Developer shall pay to the CRA as a one-
time penalty for such noncompliance One Thousand and No/100 Dollars ($1,000.00) for each
percentage point below the Laborer Participation Requirements (the "Laborer Non -Compliance
Fund") with respect to the Project. The Laborer Non -Compliance Funds shall be calculated by the
Executive Director after Completion and shall be due within thirty (30) days from Developer's
receipt of written statement from the Executive Director stating the amount of Laborer Non -
Compliance Funds due.. To the extent of any dispute between the Executive Director and the
Developer with respect to the compliance with the Laborer Participation Requirements, such
dispute shall be submitted to the CRA Board for resolution, which action shall be binding upon
the parties. The parties agree that this Penalty is really a Liquidated Damage representing a
Stipulated Sum that the parties cannot determine for the CRA's losses or damages in the event
Developer fails to comply with the Laborer Participation Requirements, with respect to the Project.
11.9 Job Fair.
11.9.1 Construction Job Opportunities. Developer shall broadly
disseminate information regarding job opportunities for local area residents and businesses
to allow them to participate in construction of the Project, including, without limitation,
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hosting at least two (2) job fairs within the Redevelopment Area prior to the
commencement of the Project.
11.9.2 Permanent Job Opportunities. Developer shall broadly disseminate
information regarding job opportunities for local residents and businesses post -
construction, with respect to the Project, including newly generated trade and service -
related jobs upon completion, including, without limitation, hosting at least one (1) job fair
within the Redevelopment Area upon Completion.
11.9.3 Employment Advertisements & Notice. Developer shall:
(a) Electronically post job opportunities in established job
outreach websites and organizations, including, without limitation, CareerSource
South Florida, and similar programs in order to attract as many eligible applicants
for such jobs as possible; and
(b) Place a quarter -page weekly advertisement in the Miami
Times newspaper or similar publication to inform residents of available job
opportunities and any upcoming job fairs not less than three (3) weeks prior to said
job fair. This shall be in addition to any advertisements done through other job
outreach websites, organizations, and efforts referenced hereinabove.
12. CRA CONDITIONS PRECEDENT.
12.1 The obligations of the CRA to close the transaction contemplated by this
Agreement with respect to the Project is subject to the satisfaction or waiver of the following
conditions precedent (the "CRA Conditions Precedent"):
12.1.1 Executive Director's approval of the Plans pursuant to Section 9.5
of this Agreement or the Plans shall have been deemed approved in accordance with
Section 9.5 of this Agreement.
12.1.2 Executive Director's approval of the Construction Contract pursuant
to Section 10.1.1 of this Agreement or the Construction Contract shall have been deemed
approved pursuant to Section 10.2 of this Agreement.
12.1.3 Executive Director's approval of the Project Schedule pursuant to
Section 10.1.5 of this Agreement or the Project Schedule shall have been deemed approved
pursuant to Section 10.2 of this Agreement.
12.1.4 Executive Director's approval of the Loan Commitment pursuant to
Section 10.1.2 of this Agreement or the Loan Commitment shall have been deemed
approved pursuant to Section 10.2 of this Agreement.
12.1.5 Executive Director's approval of the Budget pursuant to Section
10.1.4 of this Agreement or the Budget shall have been deemed approved pursuant to
Section 10.2 of this Agreement.
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12.1.6 Executive Director's approval of the Construction Loan Agreement
pursuant to Section 10.1.8 of this Agreement or the Construction Loan Agreement shall
have been deemed approved pursuant to Section 10.2 of this Agreement.
12.1.7 The Executive Director shall have confirmed that Developer has
sufficient equity to meet the requirements for the construction of the Project pursuant to
Section 10.1.3 of this Agreement or that. shall have been deemed approved pursuant to
Section 10.2 of this Agreement.
12.1.8 The Lender under the Loan Commitment is prepared to close the
construction loan with respect to the Project in accordance with terms of the Loan
Commitment or the Developer has sufficient equity to meet the requirements for the
construction of the Project to the reasonable satisfaction of the Executive Director.
12.1.9 Developer or its contractor shall have provided to the Executive
Director a payment and performance bond based on the form prescribed by Section 255.05,
Florida Statutes issued by a Florida Surety rated B:V or better, listing the CRA and the
City as obligees, and additionally by AIA Document 312 (2010 Edition), with changes to
the same subject to the CRA and City satisfaction in their reasonable discretion, in an
amount equal to one hundred percent (100%) of the hard construction costs for the Project
as reflected in the Budget, which shall be issued by a surety having a credit rating of "A"
or higher with a fmancial strength of X or higher (the "Payment and Performance Bond").
12.1.10 The Developer has obtained a building permit for the Project to
enable the Developer to construct the Project in accordance with the Plans, or provided the
Executive Director with evidence that a building permit for the construction of the Project
in accordance with the Plans is ready to be issued subject only to the payment of the
building permit fees and impact fees.
12.1.11 The Developer and the Executive Director have agreed on the form
of the Restrictive Covenant.
12.1.12 Execution and delivery to the CRA of the Restrictive Covenant.
12.2 In the event the CRA Conditions Precedent are not satisfied or waived by
the CRA on or before 21 months after the Effective Date, then the CRA may either (i) terminate
this Agreement in which the Escrow Agent shall deliver the Deposit to the CRA, as liquidated
damages, and the parties shall be released from all further obligations under this Agreement except
for the obligations under this Agreement which expressly survive the termination, or (ii) waive the
condition and proceed in accordance with this Agreement.
13. CLOSING DATE AND CONDITIONS PRECEDENT.
13.1 Closing. The closing of the transaction (the "Closing") contemplated by
this Agreement shall occur on the earlier of the following (the "Closing Date') (a) ten (10) days
after all the CRA Conditions Precedent to closing have been either satisfied or waived by the CRA
or (b) 21 months after the Effective Date, time being of the essence. On the Closing Date the
following shall occur provided all of the CRA Conditions Precedent have been satisfied or waived:
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13.1.1 CRA Deliveries. The CRA shall deliver to Developer at Closing:
(a) A special warranty deed in the form of Exhibit "E" attached
hereto and made a part hereof (the "Deed") which Deed shall contain reverter
language as required by Section 9.8.3 herein.
(b) A certified copy of the resolution authorizing the
conveyance by the CRA and the execution and delivery of the documents
contemplated by this Agreement.
(c) A no lien and possession affidavit.
(d) A Foreign Investment in Real Property Tax Act ("FIRPTA")
affidavit.
(e) The Restrictive Covenant.
(f) Such other documents as the title company may reasonably
request.
13.1.2 Developer Deliveries. Developer shall deliver to the CRA or cause
to be delivered to the CRA at Closing:
(a) Restrictive Covenant fully executed by the Developer.
(b) Evidence of authority to close the transaction and execute
and deliver the appropriate closing documents.
(c) Payment and Performance Bond in the form prescribed by
Section 255.05, Florida Statutes, naming the CRA and the City as obligees and in
a form acceptable to the CRA and City.
(d) A guaranty of the lien free completion of the Project in the
form of Exhibit "G" attached executed by the Developer and Magellan Housing
LLC, a Florida limited liability company.
(e) Such other documents as the title company may reasonably
request.
13.2 Recordine Costs. The documentary stamp tax and surtax to be affixed to the
Deed and the cost for recording the Deed and the Restrictive Covenant shall be paid by Developer.
Each party shall bear the cost of the fees of their own respective attorneys and other professionals
and the cost of their own respective performance under this Agreement.
13.3 Adjustments and Prorations. Ad valorem real estate taxes and assessments
and other taxes and assessments shall be prorated as of the Closing Date.
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13.4 Parties in Possession. On the Closing Date the CRA shall provide the
Property to the Developer free and clear of all parties in possession.
13.5 Deposit. The Deposit shall be delivered by Escrow Agent to the Developer
simultaneously with the consummation of the Closing.
14. REPRESENTATIONS OF CRA.
14.1 The CRA makes the followine representations:
14.1.1 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 properties, to carry on its
business as presently conducted by the CRA, and to perform its obligations under this
Agreement.
14.1.2 The CRA's execution, delivery and performance of this Agreement
have been duly authorized by all necessary legal actions and does not and shall not conflict
with or constitute a default under any indenture, agreement or instrument to which the CRA
is a party or by which the CRA or CRA's property may be bound or affected, except for
such approvals required by this Agreement.
14.1.3 This Agreement constitutes the valid and binding obligation of the
CRA, enforceable against the CRA, and its successors and assigns, in accordance with their
respective terms, subject to bankruptcy, insolvency and other similar laws affecting the
rights of creditors generally.
14.1.4 The CRA is not a party to any outstanding contracts or options to
purchase the Property or any portion thereof in favor of any third party.
14.1.5 The CRA will not take any action to affect title to the Property prior
to the conveyance of the Property to the Developer contemplated herein, including, without
limitation, executing any leases or agreement which are not terminable upon thirty (30)
days written notice with no penalty.
14.1.6 Survival of Representations. All of the representations of the CRA
set forth in this Agreement shall be true upon the execution of this Agreement, shall be
deemed to be repeated as of the Closing Date and shall be true as of the Closing Date. All
of the representations, warranties and agreements of the CRA set forth in this Agreement
shall survive the Closing for a period of four (4) years.
15. DEVELOPER'S REPRESENTATIONS.
15.1 Developer makes the following representations to the CRA as follows:
15.1.1 Developer is a limited liability company duly organized and validly
existing under the laws of the State of Florida, and have full power and capacity to own the
Property, to carry on its business as presently conducted, and to enter into the transactions
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contemplated by this Agreement all as set forth in the Written Consent attached hereto as
Exhibit J.
15.1.2 Copies of the articles of organization, corporate or business entity
authorization and the operating agreement for Developer are attached hereto as Exhibit "H"
(the "Organizational Documents"). The organizational chart of Developer and a list of
members of Developer is attached hereto as Exhibit "I" and made a part hereof (the
"Organizational Chart') which may be changed to include the Non -Profit as a minority
member of the Developer.
15.1.3 Developer's execution, delivery and performance of this Agreement
has been duly authorized by all necessary company actions and does not and shall 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 or affected.
15.1.4 This Agreement constitutes the valid and binding obligation of
Developer, enforceable against Developer and its successors and assigns, in accordance
with its respective terms.
15.2 Survival of Representations. All of the representations of the Developer set
forth in this Agreement shall be true upon the execution of this Agreement, shall be deemed to be
repeated and as of the Closing Date and shall be true as of the Closing Date. All of the
representations, warranties and agreements of the Developer set forth in this Agreement shall
survive the Closing for a period of five (5) years.
16. DEFAULT.
16.1 Developer Failure to Perform. If the CRA Conditions Precedent have not
been satisfied, deemed satisfied or waived on or before 21 months after the Effective Date,
Developer shall be in default under this Agreement and the CRA may terminate this Agreement in
which event the Escrow Agent shall deliver the Deposit to the CRA as liquidated damages and the
parties will be relieved from any further obligations under this Agreement except for the
obligations that expressly survive termination.
16.1.1 In the event the CRA becomes aware of any material
misrepresentations by the Developer set forth in Section 15 of this Agreement prior to
Closing, and the Developer fails to cure such breach within ten (10) days of its receipt of
written notice from the CRA delivered pursuant to Section 22 hereof, the CRA, as its sole
and exclusive remedy, may terminate this Agreement with CRA Board approval, in which
event the Escrow Agent shall deliver the Deposit to the CRA as liquidated damages and
the parties shall be released from all further obligations under this Agreement except for
the obligations that expressly survive termination.
16.1.2 In the event the Developer breaches any other terms and provisions
of this Agreement not addressed in Sections 16.1 or 16.1.1, which is not cured within ninety
(90) days of written notice of default from the CRA delivered pursuant to Section 22 below
subject to force majeure, the CRA may terminate this Agreement with CRA Board
approval, in which event the Escrow Agent shall deliver any Deposit then held by the
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Escrow Agent to the CRA as liquidated damages, and/or may pursue any and all remedies
available at law or in equity, including specific performance, as a result of such breach.
16.2 CRA Failure to Perform. In the event of a default by the CRA under this
Agreement which is not cured within ten (10) days of written notice from Developer, without any
default on the part of Developer, Developer, as its sole and exclusive remedy, shall be entitled to
(i) terminate this Agreement in which event the Escrow Agent shall promptly return the Deposit
to Developer, whereupon the parties shall be released from all further obligations under this
Agreement except for the obligations that expressly survive the termination, or (ii) sue for specific
performance to enforce the terms of this Agreement. Developer waives any other remedies it may
have against the CRA at law or in equity as a result of a breach of this Agreement except if the
CRA conveys the Property to another party prior to the termination of this Agreement, in which
event the Developer may pursue all remedies available at law or in equity as a result of such breach
as a result of the remedy of specific performance not being available.
17. BROKERS. The parties each represent and warrant to the other that there are no
real estate broker(s), salesman (salesmen) or finder(s) involved in this transaction. If a claim for
commissions in connection with this transaction is made by any broker, salesman or finder
claiming to have dealt through or on behalf of the Developer hereto ("Indemnitor"), Indemnitor
shall indemnify, defend and hold harmless the CRA and the City hereunder ("Indemnitee"), and
Indemnitee's officers, directors, agents and representatives, from and against all liabilities,
damages, claims, costs, fees and expenses whatsoever (including reasonable attorney's fees and
court costs at trial and all appellate levels) with respect to said claim for commissions.
Notwithstanding anything to the contrary contained in this Agreement, the provisions of this
Paragraph shall survive the Closing.
18. ASSIGNABILITY AND THE RIGHT OF FIRST REFUSAL.
18.1 This Agreement is unique as to the Property and the parties and may not be
assigned, sold or otherwise disposed of , in whole or in part, without the approval of the CRA,
which approval may be granted or withheld by the CRA, in its sole discretion.
18.2 Except as expressly and specifically provided in the Development
Agreement, including the allowed additional financing described therein, the Developer covenants
and agrees not to encumber through any mechanism (except that allowed herein), or convey any
interest through sale or lease in the Project, Property, or any portion thereof, without the prior
written consent of the CRA Executive Director. The CRA is entitled to the right of first refusal in
the event of a sale of the Property as set forth below. For the purposes of this Covenant, any change
in the ownership or control of the Developer, which is not permitted under the Documents, shall
be deemed a conveyance of an interest in the Project.
If, at any time prior to the expiration of the Covenant, Developer shall receive a bona fide
offer to purchase all of the Property that Developer desires to accept (the "Offer"), Developer shall
promptly provide a copy of such Offer to the CRA and the CRA shall have forty-five (45) days
after receipt of such Offer to elect to purchase the Property on the terms and conditions set forth
in the Offer. Ifthe CRA elects to so purchase the Property, the CRA shall give to Developer written
notice thereof ("Acceptance Notice") within said forty-five (45) day period. If CRA delivers an
22
Acceptance Notice as provided herein, then Developer and CRA shall, within thirty (30) days after
such delivery, enter into a purchase and sale agreement pertaining to the purchase and sale of the
Property (the "Purchase and Sale Agreement"), reflecting the exact terms of the Offer. All time
provisions may be extended by a mutual agreement of both parties to this agreement. The parties
agree to act reasonably and cooperatively in negotiating, executing and delivering the Purchase
and Sale Agreement. In the event that either (i) the CRA shall fail to timely deliver an Acceptance
Notice or (after timely delivering an Acceptance Notice) the CRA shall fail to timely execute the
Purchase And Sale Agreement, or (ii) the CRA shall elect not to so purchase the Property, then the
Developer may thereafter sell the Property to the person or entity making such Offer without
offering it to CRA.
19. PUBLIC RECORDS.
All of the Agreement Records are subject to the provisions of Chapter 119, Florida Statutes,
commonly referred to as the "Public Records Law". The Developer shall provide to the CRA,
upon request, all records. The requested Agreement Records shall become the property of the
CRA without restriction, reservation, or limitation on their use and shall be made available by the
Developer at any time upon request by the CRA. The CRA shall have the unlimited right to all
books, articles, or other copyrightable materials developed in the performance of this Agreement,
including, but not limited to, the right of royalty -free, non-exclusive, and irrevocable license to
reproduce, publish, or otherwise use, and to authorize others to use, the Agreement Records for
public purposes.
If the Developer receives funds from, or is under regulatory control of, other governmental
agencies and those agencies issue monitoring reports, regulatory examinations, or other similar
reports, the Developer shall provide a copy of each such report and any follow-up communications
and reports to the CRA immediately upon such issuance unless such disclosure is a violation of
those agencies' rules.
20. INDEMNIFICATION AND INSURANCE.
The Developer shall indemnify, hold harmless, and defend the CRA, City of Miami, its
officers, agents, directors, and/or employees, from liabilities, damages, losses, judgments, and
costs, including, but not limited to, attorney's fees, to the extent caused by the negligence,
recklessness, negligent act or omission, or intentional wrongful misconduct of Developer and
persons employed or utilized by Developer in the performance of this Agreement. Developer shall,
further, hold the CRA, City of Miami, its officials and/or employees, harmless for, and defend the
CRA, City of Miami, its officials and/or employees against, any civil actions, statutory or similar
claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that
the CRA, City of Miami, its officials and/or employees were negligent (provided that the
indemnifications set forth herein shall not apply to any matters relating to or arising out of the
gross negligence or willful misconduct of the CRA, City of Miami, its officials and/or employees).
These indemnifications shall survive the term of this Agreement and/or failure of the Developer
to comply with any provision of this Agreement and/or with any applicable laws, codes, rules,
regulations, permits and approvals required by the Developer by virtue of this Agreement and/or
for any indebtedness or breach by the Developer involving any third parties related to or arising by
virtue of this Agreement and/or from all claims and actions from Challenges as defined in Section
23
23 herein. In the event that any action or proceeding is brought against the CRA, City of Miami
by reason of any such claim or demand, the Developer shall, upon written notice from the CRA,
resist and defend such action or proceeding by counsel satisfactory to the CRA. The Developer
expressly understands and agrees that any insurance protection required by this Agreement or
otherwise provided by the Developer shall in no way limit the responsibility to indemnify, keep
and save harmless and defend the CRA or its officers, employees, agents and instrumentalities as
herein provided.
The indemnification provided above shall obligate the Developer to defend, at its own
expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such
defense, at the CRA's option, any and all claims of liability and all suits and actions of every name
and description which may be brought against the CRA whether performed by the Developer, or
persons employed or utilized by Developer .
This indemnity will survive the cancellation or expiration of the Agreement. This
indemnity will be interpreted under the laws of the State of Florida, including without limitation
and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes,
as applicable.
The Developer shall require all Sub -contractor agreements if applicable, to include a
provision that they will indemnify the CRA.
The Developer agrees and recognizes that the CRA shall not be held liable or responsible
for any claims which may result from any actions or omissions of the Developer in which the CRA
participated either through review or concurrence of the Developer's actions. In reviewing,
approving or rejecting any submissions by the Developer or other acts of the Developer, the CRA
in no way assumes or shares any responsibility or liability of the Developer or Sub -contractor
under this Agreement. The Developer acknowledges the payment of $1.00 and the approval of this
Agreement is sufficient and valuable consideration for the granting of this Indemnity which the
Developer accepts.
21. AUDIT AND INSPECTIONS. The CRA shall be afforded all Audit and Inspection
rights granted to the City as are set forth in Sections 18-100, 18-101 and 18-102 of the City Code,
which are deemed as being incorporated by reference as set forth in full herein.
22. NOTICES. Any notices required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been given if delivered by hand or mailed by
certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed
as follows:
If to Developer:
Nick A. Inamdar
2100 Coral Way, Suite 405
Miami, Florida 33145
24
With a copy to:
Terry M. Lovell, Esq.
Bilzin Sumberg Baena Price & Axelrod LLP
1450 Brickell Avenue, 23rd Floor
Miami, Florida 33131
If to CRA:
Omni Redevelopment District Community Redevelopment Agency
Attention: Executive Director, Jason Walker
1401 North Miami Avenue, 2nd Floor
Miami, FL 33136
And with a copy to:
Office of the City Attorney City of Miami
444 S.W. 2nd Avenue 9th Floor
Miami, FL 33130
Attn: Victoria Mendez, General Counsel
Notices hand delivered shall be deemed given on the date of delivery or the date delivery is
refused, and notices mailed in accordance with the foregoing, shall be deemed delivered upon
the date the return receipt is executed or the date delivery is refused.
23. CHALLENGES. Developer acknowledges and agrees that the CRA shall have no
liability whatsoever to Developer in connection with any challenge by a third party to the CRA's
right to enter into this Agreement and the transaction contemplated by this Agreement and
Developer hereby forever waives and releases the CRA from any liability whatsoever, now or
hereafter arising, in connection with any such challenge by a third party and covenants and agrees
not to initiate any legal proceedings against the CRA in connection with any such challenges to
this Agreement by any third parties; provided, however, that nothing contained in this Agreement,
is, nor shall it be deemed, a limitation or waiver of Developer's rights (a) as to any fraud,
misrepresentation, other illegal, or tortious acts committed by the CRA, (b) to comply with
applicable law, or (c) to enforce any rights or remedies pursuant to this Agreement.
24. REAL ESTATE TAXES. It is the intention of the CRA and the Developer that
upon conveyance of the Property to the Developer that the Project shall be fully taxable for the
purposes of ad valorem real estate taxes to the extent payable by the land owners within the City
of Miami and that the Developer and its successors or assigns not take advantage of any tax
exemptions which may allow the Developer or its successors or assigns not to be required to pay
ad valorem real estate taxes with respect to the Project. In the event for any reason the Project or
any portion thereof is not subject to ad valorem real estate taxes that would otherwise be payable
by a land owner in the City of Miami as a result of an exemption, then the Developer shall pay to
the CRA a payment in lieu of such taxes (a "PILOT") on or before December 31 of each year in
the amount of ad valorem real estate taxes that would have been due with respect to the Project or
any portion thereof if the Project had not been exempt in whole or in part from the payment of ad
valorem real estate taxes. The obligation of the Developer to make the PILOT shall constitute a
25
covenant running with the Property and shall constitute a first lien on the Property senior to all
other liens and encumbrances and shall be binding upon the Developer and its successors and
assigns through end of the existence of the CRA. The Developer will be obliged to execute and
deliver an additional covenant in a form acceptable to the CRA to effectuate this.
25. MISCELLANEOUS.
25.1 This Agreement shall be construed and governed in accordance with the
laws of the State of Florida. Venue shall be in Miami -Dade County, Florida. All of the parties to
this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly,
this Agreement shall not be more strictly construed against any one of the parties hereto.
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. Should the provisions of this
Agreement require judicial or arbitral interpretation, it is agreed that the judicial or arbitral body
interpreting or construing the same shall not apply the assumption that the terms hereof shall be
more strictly construed against one party by reason of the rule of construction that an instrument
is to be construed more strictly against the party which itself or through its agents prepared same,
it being agreed that the agents of both parties have equally participated in the preparation of this
Agreement.
25.3 All parties shall be responsible for their own attorney 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 every
other and 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 The CRA shall be afforded all audit and inspection rights granted to the City
as are set forth in Sections 18-100, 18-101 and 18-102 of the City Code, which are deemed as
being incorporated by reference as set forth in full herein.
25.8 The "Effective Date" shall mean the date this Agreement is last executed by
Clerk of the Board.
25.9 Developer acknowledges and agrees that the Developer shall not be entitled
to any tax increment funds generated by the Project. Developer waives any claims regarding the
tax increment funds generated by the Project.
25.10 The term "day" shall be understood to refer to a calendar day, unless
expressly provided otherwise to refer to a "business" day, which, when used, refers to a day other
26
than a Saturday or Sunday upon which national banks are open for business in Miami -Dade
County, Florida.
26. ENTIRE AGREEMENT. This Agreement and the exhibits and appendices
appended hereto and incorporated herein by reference, if any, •constitute the entire Agreement
between the Parties with respect to the subject matter hereof. This Agreement supersedes any
prior agreements or understandings between the Parties with respect to the subject matter
hereof, and no change, modification, or discharge hereof in whole or in part shall be effective
unless such change, modification or discharge is in writing and signed by the party against
whom enforcement of the change, modification or discharge is sought. This Agreement cannot
be changed or terminated orally. This Agreement shall be binding upon the parties hereto and
their respective successors and permitted assigns.
27. TERMINATION. The Parties agree that this Agreement shall terminate when
a Certificate of Occupancy is issued for the Project except as may be needed as referenced in
the Restrictive Covenant.
28. COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be
executed in three or more counterparts, each of which shall constitute an original, but all of
which, when taken together, shall constitute one and the same agreement. This Agreement
may be executed in counterparts, each of which shall be an original as against either Party
whose signature appears thereon, but all of which taken together shall constitute but one and
the same instrument. An executed facsimile or electronic scanned copy of this Agreement
shall have the same force and effect as an original. The parties shall be entitled to sign and
transmit an electronic signature on this Agreement (whether by facsimile, PDF or other email
transmission), which signature shall be binding on the party whose name is contained therein.
Any party providing an electronic signature agrees to promptly execute and deliver to the
other parties an original signed Agreement upon request.
[SIGNATURE PAGES TO FOLLOW]
27
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their undersigned officials as duly authorized.
DEVELOPER:
WYNWOOD WORKS, LLC, a Florida limited.
liability company
By: WYNWOOD WORKS MANAGER, LLC, a
Florida limited liability company, its manager
By: MAGELLAN HOUSING LLC, a Florida
limited liability- pmpany, its manager
By:.
Nikul A..Inamdar, Member
ACKNOWLEDGMENT
STATE OF FLORIDA
Len
COUNTY OF PdEtt )
THE FOREGOING INSTRUMENT was acknowledged before me by means, of ®physical
presence or Cl online notarization this - 4 day of 2020 by Nikul A. Inamdar, as a member of
MAGELLAN HOUSING LLC, a Florida limited liability company, the manager of WYNWOOD
WORKS MANAGER, LLC, a Florida limited liability company, manager of WYNWOOD
WORKS, LLC, a Florida limited liability company, on behalf of the companies, who is personally
known to me or who produced a hrx V.t' ( fit^ PY\Se
identification.
My Commission Expires:
*A Commission* HH 027309
:o Expi►esAugust 3, 2024
vt.ir,!0.- Wad nruTroy Fain Iowan eoo.385.7019
28
as
Signature of Notary Public, State of Florida
�eyf s Sr►-,j/f'1
Printed Name of Notary Public
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their undersigned officials as duly authorized.
ATTEST:
Date: \1 l a..4 1 ,a.03.b
"CRA"
"
OMNI REDEVELOPMENT DISTRICT
COMMUNITY REDEVELOPMENT
AGENCY of the City of Miami, a public
agency and body corporate created pursuant
to Section 163.356, Florida Statutes
1 Walker, ecutive Director
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM
REQUIREMENTS
Ann -Marie Sharpe
Director of Risk Management
29
AND CORRECTNESS:
?a tatcz6,L. 7rIer. e/6/a
Vicria Mendez
General Counsel
Schedule of Exhibits
A Legal Description
B. Insurance Requirements
C. Permitted Exceptions
D. Conceptual Documents
E. Deed
F. Restrictive Covenant
G. Guaranty of Completion
H. Organizational Documents of Developer
I. Organizational Chart of Developer
J. Authorizing Resolution
EXHIBIT "A"
Legal Description
PARCEL A:
LOT 7, BLOCK 3, LESS THE WEST 20 FEET THEREOF, OF BAY VIEW ADDITION TO MIAMI,
ACCORDING TO THE PLAT THEREOF, AS RECORDED IN. PLAT BOOK B, AT PAGE 107 OF THE
PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA.
PARCEL B:
BEGIN AT THE NORTHWEST CORNER OF THE SOUTHWEST 1/4 OF THE SOUTHWEST 1/4 OF
THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 53 SOUTH, RANGE
41 EAST, MIAMI-DADE COUNTY, FLORIDA; THENCE RUN SOUTH 85 FEET; THENCE RUN EAST
TO THE RAILROAD RIGHT OF WAY OF THE FLORIDA EAST COAST RAILWAY; THENCE RUN
NORTHERLY ALONG SAID RIGHT OF WAY 85 FEET, MORE OR LESS, TO A POINT DIRECTLY
EAST OF THE POINT OF BEGINNING; THENCE RUN WEST 135 FEET; MORE OR LESS, TO THE
POINT OF BEGINNING, LESS THE WEST 35 FEET THEREOF.
PARCEL C:
COMMENCING AT'A POINT 85 FEET SOUTH OF THE NORTHWEST CORNER OF THE SOUTH
1/2 OF SOUTH 1/2 OF SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25,
TOWNSHIP 53 SOUTH, RANGE 41 EAST; THENCE RUN SOUTH 100 FEET; THENCE RUN EAST
PARALLEL WITH THE NORTH BOUNDARY OF SAID SOUTH 1/2 OF THE SOUTH 1/2 OF THE
SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TO THE WEST LINE OF THE
RIGHT OF WAY OF THE FLORIDA EAST COAST RAILWAY COMPANY; THENCE RUN IN A
NORTHERLY DIRECTION AND ALONG THE WEST LINE OF THE RIGHT OF WAY OF THE
FLORIDA EAST COAST RAILWAY COMPANY TO A POINT DUE EAST OF THE POINT OF
BEGINNING; THENCE RUN WEST AND PARALLEL WITH THE NORTH BOUNDARY OF SAID
SOUTH 1/2 OF SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION
25 TO THE PLACE OR POINT OF BEGINNING, LYING AND BEING IN MIAMI-DADE COUNTY,
FLORIDA; EXCEPTING FROM THE ABOVE MENTIONED TRACT, 20 FEET OFF THE WEST SIDE
OF SAID PROPERTY CONVEYED TO THE CITY OF MIAMI FOR STREET PURPOSES AS SHOWN
BY DEED RECORDED IN DEED BOOK 361, AT PAGE 355, OF THE PUBLIC RECORDS OF
MIAMI-DADE COUNTY, FLORIDA.
EXHIBIT "B"
Insurance Requirements
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF
INSURANCE- PROJECT DEVELOPMENT RFP OMNI CRA
DEVELOPER REQUIREMENTS
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 and as an additional insured
Continent and Contractual Liability
Primary and Non Contributory Clause Endorsement
Premises/Operations liability
Explosion, Collapse and Underground Hazard.
IL 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 as an additional insured
EXHIBIT "B"
Insurance Requirements
VII. Builders' Risk
Causes of Loss: All Risk -Specific Coverage Project Location
Valuation: Replacement Cost
Deductible: $10,000 All other Perils
5% maximum on Wind
City of Miami and OMNI CRA listed as loss payee
A. Limit/Value at Location or Site $
B. Coverage Extensions:
As provided by the carrier
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.
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, Oldwiclr, 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.
EXHIBIT `B"
Insurance Requirements
INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE -
PROJECT DEVELOPMENT RFP OMNI CRA CONSTRUCTION PHASE
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
Primary and Non Contributory Clause Endorsement
Premises and Operations Liability
Explosion, Collapse and Underground Hazard
Completed Operations Coverage Extended for Three Years
Waiver of Subrogation
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
EXHIBIT "B"
Insurance Requirements
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Waiver of subrogation
Employer's Liability
A. Limits of Liability
$500,000 for bodily injury caused by an accident, each accident.
$500,000 for bodily injury caused by disease, each employee
$500,000 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 $ 10,000,000
Aggregate $ 10,000,000
City of Miami & OMNI CRA listed as an additional insured. Coverage is excess
follow form over the general liability and auto policies.
v. Owners & Contractor's Protective
Each Occurrence
General Aggregate
$1,000,000
$1,000,000
VI. Payment and Performance Bond $ Cost of The Project currently
estimated to be $40,954,894 but subject to change before Closing.
City of Miami & OMNI CRA listed as obligees
EXHIBIT `B"
Insurance Requirements
VII. Builders' Risk
Causes of Loss: All Risk -Specific Coverage Project Location
Valuation: Replacement Cost
Deductible: $10,000 A11 other Perils
5% maximum on Wind/Hail and Flood
City of Miami & OMNI CRA listed as loss payees
A. Limit/Value at Location or Site Full Value/ Replacement Cost
B. Coverage Extensions:
As provided by the carrier
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.
EXHIBIT "C"
Permitted Exceptions
1. Restrictions, covenants, conditions, easements and other matters as contained on the Plat of
BAY VIEW ADDITION. TO MIAMI, recorded in Plat Book B, Page 107, of the Public
Records of Miami -Dade County, Florida.
2. Supplemental Final Order and Judgement as to Easement recorded in Official Records Book
26284, Page 4511.
3. Active Lines Easement Deed by Court Order in Settlement of Landowner Actions recorded in
Official Records Book 28495, Page 1054, Official Records Book 28922, Page 4035, Official
Records Book 28922, Page 4068, as affected by notice of substitution recorded in Official
Records Book 29004, Page 1694.
MOUSING
EXHIBIT "D"
Conceptual Design Documents
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HOUSING
EXHIBIT "D"
Conceptual Design Documents
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EXHIBIT "D"
Conceptual Design Documents
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EXHIBIT "D"
Conceptual Design Documents
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EXHIBIT "D"
Conceptual Design Documents
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EXHIBIT "D"
Conceptual Design Documents
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EXHIBIT "D"
Conceptual Design Documents
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EXHIBIT "E"
Deed
[Form to be Agreed Upon by the Developer and the Executive Director of the CRA]
EXHIBIT "F"
Restrictive Covenant
EXHIBIT "G"
Guaranty of Completion
[Form to be Agreed Upon by the Developer and the Executive Director of the CRA to be
delivered at Closing.]
EXHIBIT "H"
Organization Documents of Developer
[Documents to be delivered to the CRA before Closing.]
EXHIBIT "I"
Organizational Chart of Developer
Wynwood Works, LLC
Wynwood Works Manager, LLC
General Partner
100% Member Interest
Magellan Housing, LLC
Manager
100% Member Interest
Nikul A. Inamdar
Manager/ Member
50% Member Interest
Amay A. Inamdar
Manager/ Member
50% Member Interest
EXHIBIT "J"
Authorizing Resolution
UNANIMOUS WRITTEN CONSENT OF THE MEMBERS
OF MAGELLAN HOUSING LLC
Effective Date: November 4, 2020
The undersigned, representing all of the members (the "Members") of MAGELLAN
HOUSING LLC, a Florida limited liability company (the "Company"), do hereby consent to the
adoption of the following resolutions and the actions specified therein:
WHEREAS, the Company is the manager of Wynwood Works Manager, LLC, a Florida
limited liability company (the "Manager"), and the Manager is the manager of Wynwood Works,
LLC, a Florida limited liability company (the "Developer") (collectively, the "Wynwood Works
Entities");
WHEREAS, the Omni Redevelopment District Community Redevelopment Agency (the
"CRA") issued a Request for Proposals (the "RFP"') No. 992381 on July 5th, 2019, for the
development of that certain real property located within the Redevelopment Area (the
"Property").
WHEREAS, in response to RFP No. 992381, Developer submitted a proposal for the
development of the Property (the "Proposal").
WHEREAS, based upon the evaluation of the Proposal and subsequent negotiations
between the CRA Executive Director ("Executive Director") and the Developer, the Executive
Director recommended to the Board of the CRA (the "CRA Board') that the CRA enter into an
Agreement for Developmmet of Proeprty with the Developer (the "Development Agreement")
for the development of the Property.
WHEREAS, pursuant to CRA Resolution No. CRA-R-20-0013, the CRA Board authorized
the CRA to enter into the Development Agreement.
WHEREAS, the Members, on behalf of the Company, for itself and in its capacity as
manager of the Manager, for itself and in its capacity as manager of the Developer, have
determined that it is advisable and in the best interest of each of the Wynwood Works Entities, as
applicable, to enter into the Development Agreement (the "Transaction") and any and all other
documents, agreements and instruments as further set forth in the Development Agreement and/or
as may be necessary or advisable in connection therewith, collectively, the "Transaction
Documents").
NOW, THEREFORE, IT IS RESOLVED:
RESOLVED, that each of the Transaction and the Transaction Documents be, and each
hereby is, approved, authorized, adopted, ratified and confirmed in all respects;
FURTHER RESOLVED, that the Members, on behalf of the Company, for itself and in its
capacity as manager of the Manager, for itself and in its capacity as manager of the Developer,
hereby authorizes, approves and adopts, the Transaction and the Transaction Documents, and the
Wynwood Works Entities, as applicable, be, and hereby are, authorized to enter into, execute and
1
deliver each of the Transaction Documents, in its final form and perform and consummate the
Transaction;
FURTHER RESOLVED, that Amay A. Inamdar or Nikul A. Inamdar (each an
"Authorized Signatory"), on behalf of the Company, for itself and in its capacity as manager of
the Manager, for itself and in its capacity as manager of the Developer, authorized, empowered
and directed to enter into, execute, deliver and perform any and all agreements, certificates,
affidavits, assignments, amendments, supplements, instruments, indemnities and other documents
to be executed and delivered to effectuate the resolutions herein, all on such terms and conditions
(as modified or amended) as the Authorized Signatory may in his sole discretion deem necessary,
proper or advisable;
FURTHER RESOLVED, that, without limiting the generality of the foregoing, and in
furtherance and not limitation thereof, the Company, for itself and in its capacity as manager of
the Manager, for itself and in its capacity as manager of the Developer, be, and hereby is,
authorized, empowered and directed, and the Authorized Signatory be, and is, authorized,
empowered and directed, to take all such further action and to execute and deliver or cause to be
executed and delivered all agreements, certificates, affidavits, assignments, amendments,
supplements, instruments, indemnities and other documents and agreements in the name and/or on
behalf of any applicable Wynwood Works Entity, and to pay or cause to be paid any and all
expenses and taxes, all as any Authorized Signatory, in his sole discretion, deems to be necessary,
proper or advisable in order to fully carry out the intent and accomplish the purposes of the
foregoing resolutions, and each of them;
FURTHER RESOLVED, that these resolutions shall continue in full force and effect and
may be relied upon until receipt of written notice of any change therein;
FURTHER RESOLVED, that the Authorized Signatory is authorized to certify a copy of
these resolutions or of some or all of these resolutions; and it is
FURTHER RESOLVED, that these resolutions shall be retroactive, and act as a ratification
of the approval of and execution of all said documents that have been executed by any of the
Wynwood Works Entities before the date of adoption of this Unanimous Written Consent of the
Members of the Company (this "Consent"), in connection with the subject matter hereof. This
Consent may be executed simultaneously or in one or more counterparts, each of which shall be
deemed an original, and all of which together shallconstitute one and the same instrument. A
facsimile or PDF of a signature to this Consent shall be deemed and treated for all purposes of
execution to be as valid as an original signature thereto.
IN WITNESS WHEREOF, the undersigned being all of the members of the Company
have adopted and approved the foregoing resolutions as of the date first set forth above.
STATE OF FLORIDA
teon
COUNTY OF IvkheittrIMIDW
) ss:
MEMBER:
rye/ if•
Nikul A. Inamdar
The foregoing instrument was acknowledged before me by means of physical presence
or 0 online notarization this 4 day of November, 2020 by Nikul A. Inamdar, as a member of
MAGELLAN HOUSING LLC, a Florida limited liability company, the manager of WYNWOOD
WORKS MANAGER, LLC, a Florida limited liability company, manager of WYNWOOD
WORKS, LLC, a Florida limited liability company, on behalf of the limited liability companies.
Personally Known OR Produced Identification
Type of Identification Produced ' f( LiCf,,nS
NOTARY STAMP
ALEXISSMITH
E Commbalon # NH 027309
Expires/twat 3,2024
Bonded NuTtoyFin Laeremo800485-701i
f
Print or tamp Name: /11.oS
Notary Public, State of Florida at Large
Commission No.: 14kip21301
My Commission Expires: . 3,26 24
:2331 R
STATE OF TEXAS
)ss:
COUNTY OF FORT BEND
MEMBER:
Amay A. Inamdaar
The foregoing instrumentvas acknowledged before me by means of lia'physical presence
or 0 online notarization this Li day of November, 2020 by Amay A. Inamdar, as a member of
MAGELLAN HOUSING LLC, a Florida limited liability company, the manager of WYNWOOD
WORKS MANAGER, LLC, a Florida limited liability company, manager of WYNWOOD
WORKS, LLC, a Florida limited liability company, on behalf of the limited liability companies.
Personally Known OR ProducedldIIdentification _I e44.0-3, P' s.4.A Lis Y
Type of Identification Produced 1-7244A6 P L _
NOTARY STAMP
Print or Stamp Name: AKRE-CM ofAt4
Notary Public, State of Texas at Large
Commission No.: t V 2- 6 8 22 0
My Commission Expires: 0 q - t " '2
.a�" :".', AMREEN JAMEEL KHAN
f ic(�j^As Notary Public, Sato of Texas
s;�,��' € Comm. Expires 0847 2024
Ware/� ,,„0Notary ID 132482202
n (.2.010