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HomeMy WebLinkAboutCRA-R-15-0027 Exhibit ATHIRD AMENDMENT THIS THIRD AMENDMENT (this "Third Amendment") is made and entered into as June , 2015 by and between ALL ABOARD FLORIDA NW SIXTH STREET, LLC, a Delaware limited liability company ("Developer") and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). RECITALS A. Developer and the CRA entered into that certain Block 56 Development Agreement dated January 29, 2014 (the "Original Agreement"), as amended by Amendment (the "First Amendment") dated as of April 25, 2014; and by Second Amendment (the "Second Amendment") dated as of May 30, 2014 (as amended, the "Agreement"). B. Developer and the CRA desire to modify and amend certain terms and provisions of the Agreement, as hereinafter provided. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The Recitals to this Third Amendment are true and correct and hereby incorporated by reference and made a part hereof. 2. Defined Terms. Any Defined Terms utilized in this Third Amendment but not defined in this Third Amendment shall have the meanings ascribed to said terms in the Agreement. 3. Amendment to Declaration. Developer and the CRA shall each utilize their good faith efforts to obtain CRA Board approval and approval of the Board of the County Commissioners to an amendment to the Declaration to incorporate the changes in Section 7 and 11 of the Declaration as reflected on Exhibit "A" attached hereto (the "Second Declaration Amendment"). 4. Construction Documents. The Developer and the CRA acknowledge and agree that the Executive Director has approved the Plans and Specifications which are identified on Exhibit "B" attached hereto. 5. Commencement of Construction Deadline. In the event the Second Declaration Amendment is executed by the CRA and the County, the Commencement of Construction Deadline as defined in Section 8.7.2 of the Agreement shall automatically be extended from May 15, 2016 to November 15, 2016, time being of the essence. 6. Completion Date. In the event the CRA and the County execute the Second Declaration Amendment, the Completion Date as defined in the Agreement shall be deemed automatically amended to extend the Completion Date from May 15, 2018 to November 15, 2018. The CRA and the Developer acknowledge that Completion Date is defined as the "Retail Completion Date" in the Declaration. 7. Outside Date. In the event the CRA and the County execute the Second Declaration Amendment, the Outside Date as defined in the Agreement shall be deemed automatically amended to extend the Outside Date from May 15, 2018 to November 15, 2018. 8. Participation Reports. The Developer and the CRA agree that the Participation Reports shall be in the fowl of Exhibit "C" attached hereto and made a part hereof. 9. Declaration Amendment. The Developer acknowledges that the Developer approved the Declaration Amendment which was recorded September 9, 2014 in Official Records Book 29302, at Page 2794 of the Public Records of Miami -Dade County, Florida. 10. Roadway. The CRA and the Developer acknowledge and agree that the provisions of Sections 8.8.5, 8.8.6 and 8.8.7 of the Agreement are superceded by the provisions of Section 4 of the Restrictive Covenant which is attached hereto as Exhibit "F" and in the event of a conflict between the terms and provisions of Section 4 of the Restrictive Covenant and the terms and provisions of Sections 8.8.5, 8.8.6 and 8.8.7 of the Agreement, the terms of Section 4 of the Restrictive Covenant shall control. 11. Building Permit. The Developer and the CRA acknowledge and agree that a Class II phase building permit issued by the City of Miami Building Department to enable the Developer to commence construction of the Project in accordance with the Plans will be sufficient to satisfy the requirements of Section 11.1.9 of the Agreement provided all of the other conditions precedent set forth in Section 11 of the Agreement are either satisfied or waived by the Executive Director. 12. Construction Loan/Equity. The CRA and the Developer agree that if the Lender under the Loan Commitment is not prepared to close the construction loan on or before the Closing Date, or if the Developer elects to construct the Project utilizing only its equity without a construction loan, then in either of which events, the Deed to be delivered on the Closing Date shall be amended to provide that title to the Property shall revert to the CRA, at the option of the Executive Director in the event Developer (i) does not close on the construction loan substantially in accordance with the Loan Commitment or another construction loan which provides a substantially similar amount of funds for the construction of the Project, or as otherwise approved by the Executive Director, within twelve (12) months from the recording of the Deed; or (ii) provide evidence to the Executive Director that Developer has expend more than Eighteen Million and No/100 Dollars ($18,000,000.00) for hard construction costs in connection with the Project as evidenced by lien waivers executed by its general contractor or such other evidence acceptable to the Executive Director within twelve (12) months from the recording of the Deed. In the event the Developer does not comply with either (i) or (ii) above within twelve (12) months from the recording of the Deed then at any time thereafter, prior to Developer satisfying either (i) or (ii) above the Executive Director may elect by recording a written instrument to have title to the Property revert to the CRA. If Developer complies with the requirement of either (i) or (ii) within the twelve (12) month period the Executive Director 2 shall promptly record and instrument in the public records reflecting the release of the reverter. This provision shall survive the Closing. 13. Parking. In consideration of the CRA agreeing to eliminate the Parking Agreement and deletion of Section 13.1 of the Agreement, Developer agrees to contribute at Closing Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) for the purposes described on Exhibit "D" attached hereto. This provision shall survive the Closing. 14. Off -Site Lyric Parking. Section 13.2.3 of the Agreement is hereby amended and restated in its entirety to read as follows: "13.2.3 Off -Site Lyric. Parking. If (i) the CRA constructs a parking garage containing more than 200 parking space, compliance with the Lyric Theatre Parking Plan and the Lyric Theatre Parking Plan Agreement shall no longer be required and/or (ii) the Developer and Black Archives mutually agree in writing pursuant to a binding agreement on a location other than the Property for providing parking to benefit the Lyric Theatre, then with the approval of the Executive Director, which shall not be unreasonably withheld, compliance with the Lyric Theatre Parking Plan and the Lyric Theatre Parking Plan Agreement shall no longer be required. This section shall survive the Closing." 15. Intentionally Deleted. 16. Restrictive Covenant. The CRA and the Developer acknowledge and agree that the Restrictive Covenant shall be in the form of Exhibit "E" attached hereto and made a part hereof. 17. Sawyer's Walk Release. The Developer acknowledges that the CRA has obtained the Sawyer's Walk Release, the Opinion Letter, and the Sawyer's Walk Indemnity which have been accepted by the CRA, the City and the County as an Alternative Risk Management Solution and that the Developer is obligated to pay to the CRA at Closing Five Hundred Thousand and No/100 Dollars ($500,000.00) pursuant to Section 12.2.6 of the Agreement. 18. Zoning. (A) Developer acknowledges that the Project, as reflected in the Plans, utilizes more than 100% of the development rights available to the Property under applicable law, including Miami 21, without vacating the Roadway and Developer may need to pay for development rights available per the bonus program available under Miami 21 if additional development rights are not allocated to the Property pursuant to a change in Miami 21. (B) Section 26 of the Agreement is deleted in its entirety and replaced with the following: "Section 26. In the event that there is a change under Miami 21 which would allow for the transfer of development rights without execution of a Declaration of Restrictive Covenant in Lieu of Unity of Title (the "Covenant") and an Easement and Operating Agreement (the "Easement and Operating Agreement") or vacating the Roadway, and which amendment increases development rights available with 3 respect to the Property under Miami 21, the Developer covenants and agrees to, transfer to the CRA the additional available development rights up to a maximum amount of 50,000 square feet of development rights, to the extent permitted under applicable laws, including Miami 21, without cost to the CRA." 19. Labor Participation. Section 10.2.2 of the Agreement is hereby amended and restated to read as follows: "10.2.2 Laborer Participation. Developer shall require its general contractor and all subcontractors to hire forty percent (40%) of the unskilled labor for the construction of the Project ("Laborer Participation Requirement") with the following hiring priority: a. first, to City residents living within the Redevelopment Area; b. second, to City residents living within the boundaries of the Overtown community; c. third, to City residents within zip codes 33127, 33128, 33130, 33136, 33142, 33125, 33135, 33150 and the West Coconut Grove (the "CRA Targeted Zip Codes") which include the five (5) highest poverty rated zip codes located in the City; d. fourth, to City residents residing outside the CRA Targeted Zip Codes; e. fifth, to County residents of zip codes 33010, 33030, 33034, 33054, and 33161 (the "County Targeted Zip Codes") which are the five (5) highest poverty rated zip codes located in the County; and f. sixth, to residents in the County residing outside of the County Targeted Zip Codes. " 20. Ratification. Except as modified by this Third Amendment, Developer and the CRA ratify and reaffirm all terms and provisions of the Agreement. 21. Conflict. In the event of a conflict between the terms and provisions of this Third Amendment and the terms and provisions of the Agreement, the terms and provisions of this Third Amendment shall control. 22. Counterparts. This Third Amendment may be executed in counterparts by the parties hereto and each shall be considered an original as the parties are concerned but together such counterparts shall comprise only one Amendment. Executed counterparts transmitted by facsimile or PDF via email shall be binding upon the parties. 4 IN WITNESS HEREOF, the parties have executed this Amendment as of the date and, year first above written. DEVELOPER: ALL ABOARD FLORIDA NW SIXTH STREET LLC By: Kolleen Cobb Vice President CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Clarence E. Woods, III., Executive Director ATTEST: Clerk of the Board Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA 5 Exhibit "A" Changes to Declaration period limitation, and if the Board of County Commissioners does approve or reject the Developer within the required time period, the total period after the veto and override may exceed 45 days. 5. Development Azreement, The CRA shall enter into a development agreement (the "Development Agreement") with the Developer, approved or deemed approved by the Board of County Commissioners within ninety (90) days from the date the Developer is approved or deemed approved by the Board of County Commissioners, If the CRA does not enter into the Development Agreement with the Developer approved or deemed approved by the Board of County Commissioners within the ninety (90) day period, the CRA shall terminate negotiations with such Developer and issue a new Developer Opportunity within thirty (30) days from the end of such ninety (90) day period. 6. Land Use and Zoning Approvals, The Developer shall obtain all applicable land use and zoning approvals for the Project (the "Approvals") on or before May 15, 2015. The CRA shall convey the Property by deed to the Developer prior to the Developer commencing construction. The date of such conveyance shall be defined as the "Closing Date." 7. Construction. tuba-r A. The Developer musorntnn vert.ioal construction (defined as physical structures of the Retail Component aqally being onsiructed on the Property pursuant to applicable permits) on or before 5, 2016, The Developer must substantially complete construction of the Retail Component on or before M 15, 2018 (the "Retail Completion Date"). The Retail Completion Date shall be evidenced by one or more temporary or permanent certificates of occupancy (or their equivalent) for all buildings and structures comprising the Retail Component. The Retail Completion Date shall automatically be extended one day for each day of Unavoidable Delay provided the Executive Director of the CRA concurs with the Developer that an Unavoidable Delay has occurred and the County (by its Major or Mayor's designee) agree that an Unavoidable Delay has occurred, which approval by the County shall not be unreasonably withheld. The term "Unavoidable Delay" means delays due to area wide strikes, acts of God, floods, hurricanes, casualties, fires, acts of the public enemy and governmental moratoriums. The term Unavoidable Delay shall not include delays caused by any other source, including but not limited to a governmental entity acting in its proprietary or regulatory capacity or delays caused by lack of funds. B. The Developer may extend the Retail Completion Date pursuant to Sections 9 (B) and 9 (C). 8. Compensation. A, Developer shall make the following payments (each a "Project Payment" and collectively, the "Project Payments"): (i) pay to the County on the Closing Date Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) which payment shall be used for projects that support Overtown redevelopment efforts, to be held in a County account or separated to be utilized solely for such purpose; #30900664_0 Book29302/Page2796 CFN#20140627304 Page 3 of 10 acquires the Reverter Property, and shall provide Notice to the County of the Developer selected for its Approval as set forth herein and in the Settlement Agreement. In the event thc Board of County Commissioners rejects the Developer selected by the CRA within the new Approval Period, the CRA shall issue a new Developer Opportunity within thirty (30) days from the date of such rejection. The process shall continue until the Developer is approved or deemed approved by the Board of County Commissioners. The CRA shall enter into a Development Agreement with the Developer approved or deemed approved by ,the Board of County Commissioners within ninety (90) days of the date the Developer is approved or deemed approved by the Board of County Commissioners, If the CRA does not enter into the Development Agreement with the Developer approved or deemed approved by the Board of County Commissioners within the ninety (90) day period, the CRA shall terminate negotiations with such Developer and issue a New Developer Opportunity within thirty (30) days of the end of such ninety (90) day period. The new Developer shall be bound by the terms of this Declaration. To the extent that any portion of the Property reverts to the CRA after six (6) years from the date of the recordation of this Declaration, then, in such event, same shall revert from the CRA to the County upon written notice from the County to the Executive Director of the CRA, free and clear of all claims by the CRA and any Developer and free and clear of this Declaration. If requested by the County, the CRA shall convey. such portion of the Property to the County by quit claim deed. In the event of such reversion, this Declaration shall then automatically terminate. tkkkie-VA-10air 11, Notwithstanding any other provision set forth herein, in the even that vertical construction (defined as physical structures actually being constructed on the Pr erty pursuant to the applicable permits) has not commenced on the Property on or before Mf 15, 2016, then the Property shall revert to the County upon written notice by the County to the Executive Director of the CRA at any time prior to the commencement of the vertical construction. If requested by the County, the CRA shall provide the County with a special warranty deed transferring all title and interest in and to the Property to the County, free and clear of all claims and encumbrances and free and clear of this Declaration, which the, County shall record. However, such reverter shall become effective upon receipt by the CRA of the written notice of the exercise of the reverter, regardless of the special warranty deed. In the event of such reversion, this Declaration shall then automatically terminate, and notice of same may be recorded by the County, 12, No Limitation of Remedies. Nothing contained herein shall be construed as limiting the rights and remedies of the County, the City or the CRA set forth in the Settlement Agreement. 13. County Inspection. Prior to completion of construction of the Project, the County and the CRA shall have the right, but not the obligation, at any time during normal business hours, to enter and inspect the Property to determine whether the requirements of this Declaration are being complied to by the Developer. 14. Covenant Running with the Land. This Declaration shall constitute a covenant running with the land and shall be binding on the CRA and its successors and assigns having an interest in the Property. This Declaration is for the benefit of, and limitation upon, all present and future owners of the Property and for the benefit of the County and the CRA. 6 #30900664_y2 Book29302/Page2799 CFN#20140627304 Page 6 of 10 Exhibit "B" Description of Plans and Specifications Plans prepared by AECOM TECHNICAL SERVICES, INC., dated March 23, 2015 (Permit Site) 06:9jl1:1! ggqqS YA i"gg cci•a fi71f 711 If!!t$!!!"i lti l4a '3ttii7Y�Yk 99iilDOYDC i,oc4olt•Tae.saq5 539 iiiiiiiiiiiiiiiiis[ liti iq !7 4 A7iR:1l:!s �Y7Y 7 ai57 "'”.#11l1 /i1'!lPt+i�tt tglpi:.! „ 4!!!!_�. 3 z.i:.itits;���i39�i##3###i#3.:::#######i ..,�.,�, is i Exhibit "C" UNSKILLED LABORER MONITORING CERTIFICATE The undersigned hereby certifies to the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY; a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"), that in accordance with Section 10.3 of the Block 56 Development Agreement dated as of January 29, 2014, as amended (the "Agreement") by and among the CRA, All Aboard Florida NW Sixth Street, LLC, a Delaware limited liability company, (the "Developer") that during the month of , the following is true and correct report reflecting the laborers (the "Laborers") employed at the Project, as defined in the Agreement: CUMULATIVE TOTALS FOR LABORERS EMPLOYED AT THE PROJECT FOR THE MONTH OF Total Laborers employed Number of Laborers employed who resided in the Redevelopment Area, as defined in the Agreement Number of Laborers employed who reside in Overtown (excluding those who reside in the Redevelopment Area) Number of Laborers employed who resided in the CRA Targeted Zip Codes not included above Number of Laborers employed who resided in the City of Miami outside the CRA Targeted Zip Codes not included above Number of Laborers employed who resided in the Miami -Dade County Targeted Zip Codes not included above Percentage of Laborers who reside in Miami -Dade County SEE EXHIBIT "A" FOR DETAIL BREAKDOWN CUMULATIVE TOTALS OF LABORERS EMPLOYED AT THE PROJECT SINCE COMMENCEMENT OF CONSTRUCTION: Total Laborers employed Number of Laborers employed who resided in the Redevelopment Area, as defined in the Agreement Number of Laborers employed who reside in Overtown (excluding those who reside in the Redevelopment Area Number of Laborers employed who resided in CRA Targeted Zip Codes Number of Laborers employed who resided in the City of Miami outside the CRA Targeted Zip Codes not included above Number of Laborers employed who resided in Miami -Dade County Targeted Zip Codes not included above Percentage of Laborers who reside in Miami -Dade County CUMULATIVE PERCENTAGE OF LABORERS EMPLOYED AT THE PROJECT SINCE COMMENCEMENT OF CONSTRUCTION Percentage of Laborers involved in the construction of % Project who reside in the Redevelopment Area Percentage of Laborers employed who reside in Overtown (excluding those who reside in the Redevelopment Area) Percentage of Laborers involved in the construction of the Project who reside in CRA Targeted Zip Codes. Percentage of Laborers involved in the construction of Project who reside in the City of Miami outside CRA Targeted Zip Codes and included above. Percentage of Laborers involved in the construction of the Project who reside in Miami -Dade County Targeted Zip Codes and included above. Total Percentage of Laborers involved in the construction Project who reside in Miami -Dade County Developer acknowledges that' the CRA is relying on this Certificate to confirm compliance with the requirements of Section 10.2 of the Agreement. STATE OF FLORIDA )ss. COUNTY OF MIAMI-DADE ALL ABOARD FLORIDA NW SIXTH STREET, a Delaware limited liability company By: Name: Title: The foregoing instrument was acknowledged before me this day of , 201_, by , as of ALL ABOARD FLORIDA NW SIXTH STREET, LLC, a Delaware limited liability company, on behalf of the limited liability company, who is personally known to me or has produced as identification. Notary Public, State of: Commission No.: My Commission Expires: Exhibit "A" General Contractor Reports and Subcontractor Reports on Laborers for the Month of General Contractor Name: Total Laborers employed during the month of Number of Laborers employed who resided in the Redevelopment Area, as defined in the Agreement Number of Laborers employed who reside in Overtown (excluding those who reside in the Redevelopment Area) Number of Laborers employed who resided in CRA Targeted Zip Codes not included above Number of Laborers employed who resided in the City of Miami outside the CRA Targeted Zip Codes not included above Number of Laborers employed who resided in Miami -Dade County Targeted Zip Codes not included above Percentage of Laborers employed who reside in Miami -Dade County- 4 Subcontractor Name: Total Laborers employed during the month of Number of Laborers employed who resided in the Redevelopment Area, as defined in the Agreement Number of Laborers who reside in Overtown (excluding those who reside in the Redevelopment Area) Number of Laborers employed who resided in CRA Targeted Zip Codes not included above Number of Laborers employed who resided in the City of Miami outside CRA Targeted Zip Codes not included above Number of Laborers employed who resided in Miami -Dade County Targeted Zip Codes not included above Percentage of Laborers who reside in Miami - Dade County 5 Subcontractor Name: Total Laborers employed during the month of Number of Laborers employed who resided in the Redevelopment Area, as defined in the Agreement Number of Laborers who reside in Overtown (excluding those who reside in the Redevelopment Area) Number of Laborers employed who resided in CRA Targeted Zip Codes not included above Number of Laborers employed who resided in the City of Miami outside CRA Targeted Zip Codes not included above Number of Laborers employed who resided in Miami -Dade County Targeted Zip Codes not included above Percentage of Laborers who reside in Miami - Dade County 6 Subcontractor Name: Total Laborers employed during the month of Number of Laborers employed who resided in the Redevelopment Area, as defined in the Agreement Number of Laborers who reside in Overtown (excluding those who reside in the Redevelopment Area) Number of Laborers employed who resided in CRA Targeted Zip Codes not included above Number of Laborers employed who resided in the City of Miami outside CRA Targeted Zip Codes not included above Number of Laborers employed who resided in Miami -Dade County Targeted Zip Codes not included above Percentage of Laborers who reside in Miami - Dade County 7 Subcontractor Name: Total Laborers employed during the month of Number of Laborers employed who resided in the Redevelopment Area, as defined in the Agreement Number of Laborers who reside in Overtown (excluding those who reside in the Redevelopment Area) Number of Laborers employed who resided in CRA Targeted Zip Codes not included above Number of Laborers employed who resided in the City of Miami outside CRA Targeted Zip Codes not included above Number of Laborers employed who resided in Miami -Dade County Targeted Zip Codes not included above Percentage of Laborers who reside in Miami - Dade County [CONTINUE FOR EACH SUBCONTRACTOR EMPLOYED BY THE GENERAL CONTRACTOR] 8 Exhibit "D" The CRA shall use the Two Hundred Fifty Thousand and No/100 Dollars ($250,000) to pay a portion of the cost to construct a parking garage in the Redevelopment Area. If for any reason the CRA elects not to construct the parking garage, the Executive Director and the Developer shall jointly agree on a community benefits program, for use of the funds. The Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) shall not be used for any other purpose unless mutually agreed by the Executive Director and the Developer. Exhibit "E" Restrictive Covenant #35719059_v3 Prepared by: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3300 Miami, FL 33131 BLOCK 56 RESTRICTIVE COVENANT THIS BLOCK 56 RESTRICTIVE COVENANT (the "Covenant") is made as of this day of , 2015 by and between ALL ABOARD FLORIDA NW SIXTH STREET LLC, a Delaware limited liability company (the "Developer") and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). RECITALS A. The CRA is the owner of that certain real property located in the City of Miami more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Property"). B. Simultaneously with the execution of this Covenant, the CRA is conveying the Property to Developer subject to the terms and provisions set forth in this Covenant, which shall constitute a covenant running with the land and that title to the Property shall be subject to the terms and conditions of this Covenant, as hereinafter set forth. NOW, THEREFORE, for and in consideration of $10.00 and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The Recitals to this Covenant are true and correct and hereby incorporated by reference and made a part hereof. 2. Project. 2.1 Description of the Project. The project (the "Project") shall consist of: (i) square feet of retail, office and commercial space and a sufficient number of parking spaces to comply with the applicable codes (the "Retail Component"); (ii) the south one-half (1/2) of the 7th Street Promenade, as hereinafter defined, excluding the Roadway, as hereinafter defined; and (iii) one hundred fifty (150) parking spaces in excess of that required by the applicable zoning code for the Retail Component (the "Parking Component"), all as more particularly shown on the plans and specifications prepared by dated last revised consisting of (the "Plans"). [TO BE REVISED BASED UPON FINAL APPROVED PLANS] 2.2 Development Requirements. Developer shall develop the Project substantially in accordance with the Plans. Any material variation to the Plans, other than those changes required by the City of Miami, a municipal corporation (the "City") to comply with applicable laws, shall require the approval of the executive director of the CRA (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. 3. DEVELOPMENT TIMEFRAME. 3.1 Declaration. Developer shall develop the Project in accordance with the time frames required by the Amended and Restated Declaration of Restrictions for Block 56 by and between Miami -Dade County, Florida, a political subdivision of the State of Florida (the "County") and the CRA dated as of August 21, 2014 and recorded September 9, 2014 in Official Records Book 29302, at Page 2794 of the Public Records of Miami -Dade County, Florida (the "Original Declaration"), as amended by Amendment to Amended and Restated Declaration of Restrictions for Block 56 dated August 21, 2014 (the "Amendment") and recorded September 9, 2014 in Official Records Book 29302 at Page 2794 of the Public Records of Miami -Dade County, Florida (as amended, the "Declaration"). [TO BE UPDATED BASED UPON STATUS OF NEW AMENDMENT] 3.2 Failure to Comply with Commencement of Construction Deadline. If Developer fails to commence vertical construction on the Property by May 15, 2016, in accordance with the Declaration, and if the Developer has received written notice from the CRA prior to the commencement of said vertical construction in accordance with the Declaration, that the Executive Director has received written notice from the County pursuant to Section 11 of the Declaration that the Property shall revert to the County, this Covenant shall automatically terminate. [DATE CHANGES TO NOVEMBER 15, 2016 IF NEW DECLARATION AMENDMENT EXECUTED] 3.3 Failure to Complete the Project. If Developer has not achieved Completion prior to the later of (A) the Retail Completion Date, as defined in the Declaration, as same may be extended as provided in the Declaration, as is evidenced by one or more temporary or permanent certificates of occupancy (or their equivalent) for all components of the improvements comprising the Project as reflected in the Plans ("Completion"), or (B) (ii) May 15, 2018 (the "Outside Date") and provided that the County does not assert that title to the Property has reverted to the County prior to Developer achieving Completion thereby waiving by inaction the County's right of reversion as set forth in the Declaration, 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 Outside Date until Completion. Said amount shall be due and payable within thirty (30) days of the Completion. [DATE CHANGES TO NOVEMBER 15, 2018 IF NEW DECLARATION AMENDMENT EXECUTED AND TO BE REVISED TO CONFORM TO DEVELOPMENT AGREEMENT] 3.4 Lien Rights Under Section 3. If Developer fails to pay any amount due the CRA pursuant to Section 3.3, such unpaid amounts shall bear interest at twelve percent (12%) per annum from the date due until paid and shall be secured by this Covenant. If any amounts due pursuant to Section 3.3 have not been paid within sixty (60) days of when due same shall constitute a lien upon the Property and same may be foreclosed upon in the same manner in which a mortgage is foreclosed. 2 3.5 Completion of Project. Upon Developer achieving Completion and payment of any amount due pursuant to Section 3.3 of this Covenant, at the request of the Developer the CRA shall execute a recordable instrument confirming that the Developer has complied with the requirements of this Section 3. 4 7TH STREET PROMENADE 4.1 7th Street Promenade. The CRA, as part of the development of the Project and the development of Lots 1-12, inclusive, Block 45, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade. County, Florida ("Block 45"), requires the development of a pedestrian plaza to be constructed in the right of way of NW 7th Street between NW 2nd Avenue and NW 1st Court (the "7`h Street Promenade"). 4.2 Developer Responsibility. As part of the Project the Developer shall be responsible for the development of the south one-half of the 7th Street Promenade, excluding the Roadway, as hereinafter defined, consisting of the curb and gutter, sidewalks and lighting, all as reflected on the Plans. The developer selected by the CRA for the development of Block 45 (the "Block 45 Developer") will be responsible for developing the north one-half of the 7th Street Promenade, excluding the Roadway, consisting of the curb and gutter, sidewalk and lighting located in the north one-half of the 7`h Street Promenade. The CRA shall provide the name and contact information for the Block 45 Developer within five (5) business days of a request by Developer in order to comply with the provisions of this Covenant and shall promptly provide Developer with any change in the Block 45 Developer. 4.3 Roadway Developer and Process. The first of the Developer or the Block 45 Developer to commence vertical construction above grade level of their respective project (the "Roadway Developer") shall be responsible for the design, permitting and construction of the asphalt road area of the 7th Street Promenade to be developed (the "Roadway"). The Roadway Developer shall be responsible for the preparation of a budget, schedule, the design, permitting and construction of the Roadway, including curb and gutter and shall submit the plans and budget for the Roadway to the Executive Director and Developer or the Block 45 Developer which is not the Roadway Developer (the "Non -Roadway Developer") for approval which approval shall not be unreasonably withheld or delayed in accordance with the provisions of Section 4.5 below. The budget shall include a fifteen percent (15%) contingency. The parties agree that the Roadway, including curb and gutter shall be designed and constructed in accordance with Miami -Dade County standards for roadway construction or the City of Miami standard for roadway construction, whichever are applicable. Upon approval of the design and budget for the Roadway, including curb and gutter by the Executive Director and Non -Roadway Developer, the Developer and the Block 45 Developer shall each be responsible for one-half (1/2) of the actual cost and expense reasonably necessary and incurred in connection with the design, permitting and construction of the Roadway, including curb and gutter (the "Roadway Costs") whether completed by. the Developer or the Block 45 Developer. Within thirty (30) days of written request of Roadway Developer, both Developer and the Block 45 Developer shall deposit in escrow with an escrow agent mutually acceptable to Developer and Block 45 Developer (the "Roadway Escrow Agent") their respective one-half (1/2) of the Roadway Costs reflected in the approved budget for the Roadway Costs. The Roadway Escrow Agent shall 3 disburse the funds deposited in escrow on a monthly basis for expenditures set forth in the. approved draw request as the Roadway is completed. All draw requests shall be accompanied by reasonably detailed supporting documentation, including the written approval and certification of the project engineer regarding both the payment request and the completion of the portion of the work for which payment is requested; and (ii) partial releases of lien for work completed pursuant to previous draw requests. If the Roadway Costs actually incurred exceed the approved budget, the Developer and the Block 45 Developer shall utilize commercially reasonable efforts to agree on the Roadway Costs in excess of the approved budget. If the Developer and the Block 45 Developer are not able to agree on such additional Roadway Costs within five (5) business days from the date the Non -Roadway Developer is advised in writing that the Roadway Costs actually incurred exceed the approved budget, at any time thereafter either the Developer or the Block 45 Developer may submit the dispute to the Executive Director for resolution, whose decision shall be final and binding on the Developer and the Block 45 Developer. Any additional expenses determined to be due shall be paid within five (5) business days of the date the Developer and the Block 45 Developer agree on such additional expenses or five (5) business days after the Executive Director determines the amount of such additional expenses. 4.4 Lien Free Completion. The Roadway Developer shall be responsible for the lien free completion of the Roadway in accordance with the approved plans and specifications and for obtaining all necessary approvals and final signoffs with respect to construction of the Roadway from the City or the County, as applicable, and all construction warranties. 4.5 Approval Process. The Roadway Developer shall submit the Roadway plans and a budget for the Roadway to the Non -Roadway Developer and the Executive Director for approval which approval shall not be unreasonably withheld. Non -Roadway Developer and the Executive Director shall approve or disapprove, and if disapproved provide detailed reasons for such disapproval, within ten (10) business days after receipt thereof. Failure to either approve or disapprove the plans and budget within ten (10) business days of receipt thereof shall be deemed approval of the plans and budget for the Roadway by said party. The review and revision of the plans and budget for the Roadway shall continue until approved by Non -Roadway Developer and the Executive Director however after any disapproval the time period for any subsequent approval or disapproval shall be shortened to five (5) business days. If the Roadway Developer, the Executive Director and the Non -Roadway Developer cannot agree upon the Roadway plans and budget for the Roadway within thirty (30) days, the Executive Director may approve the plans and budget for the Roadway on behalf of the Non -Roadway Developer and such approval by the Executive Director shall be binding on the Non -Roadway Developer. The CRA acknowledges that the Executive Director has approved the Roadway plans prepared by Developer which would be applicable if the Developer is the Roadway Developer. Such Roadway plans are still subject to approval by the Block 45 Developer if the Developer is the Roadway Developer. 4.6 Lien Rights. (a) If the Developer is the Non -Roadway and Developer fails to pay one- half (1 /2) of the Roadway Costs to the Roadway Escrow Agent within thirty (30) days of written request from the Block 45 Developer, the Block 45 Developer shall be entitled to file a lien against the Property in the unpaid amount and same shall bear interest at ten percent (10%) per 4 annum from the date due to the Roadway Escrow Agent until paid. The lien filed by the Block 45 Developer shall have priority from the date of recording of this Covenant andsame may be foreclosed in the same manner in which a mortgage is foreclosed and the prevailing party shall be entitled to recover from the non -prevailing party, reasonable attorney's fees and costs, including, without limited, at trial and appellate levels. (b) If the Block 45 Developer is the Non -Roadway Developer and fails to pay one-half (1/2) of the Roadway Costs to the Roadway Escrow Agent within thirty (30) days of written request from the Developer, the Developer shall be entitled to file a lien against Block 45 in the unpaid amount and same shall bear interest at ten percent (10%) per annum from the date due to the Roadway Escrow Agent until paid. The lien filed by the Developer shall have priority from the date of recording of this Covenant and same may be foreclosed in the same manner in which a mortgage is foreclosed and the prevailing party shall be entitled to recover from the non -prevailing party, reasonable attorney's fees and costs, including, without limited, at trial and appellate levels. This provision only applies if the CRA has conveyed Block 45 to the Block 45 Developer. Notwithstanding the foregoing, the CRA acknowledges that the CRA shall be responsible to pay one-half (1/2) of the Roadway Costs if the CRA has not conveyed Block 45 to Block 45 Developer upon completion of the Roadway. 4.7 Release of Obligations. (a) If the Block 45 Developer is the Roadway Developer, upon payment of one-half (1/2) of the Roadway Costs to Roadway Escrow Agent by Developer, Developer will have no further obligations under this Section 4 and upon providing evidence of such payment to the Executive Director, the CRA shall execute a recordable instrument reflecting that the Developer is released from its obligations under this Section 4. (b) If Developer is Roadway Developer, upon completion of the Roadway, including curb and gutter and obtaining all necessary approvals and signoffs with respect to the construction of the Roadway, including curb and gutter from the City or the County, as applicable, and providing evidence of same to the Executive Director, the CRA shall execute a recordable instrument releasing Developer from its obligations under this Section 4. In such event, the Developer shall have the same enforcement rights against the Block 45 Developer as provided in Section 4.6 of this Covenant. (c) Notwithstanding the foregoing, it is understood and agreed that Developer shall have no liability, express or implied, with regard to the Roadway, except as expressly provided in, and subject to, this Section of this Covenant. 4.8 Curb and Gutter. Notwithstanding anything to the contrary in Section 4.3 the Roadway and the Roadway Costs will not include the curb and gutter if the Block 45 Developer has acquired title to Block 45 and has commenced construction prior to construction of the curb and gutter by Developer. 5. MINORITY AND WOMEN'S PARTICIPATION AND EQUAL EMPLOYMENT OPPORTUNITY, 5.1 Minority And Women's Participation And Equal Employment Opportunity. In connection with the Project, the Developer agrees that it and its general contractor will: a. Take definitive action in the recruitment, advertising and to attract and retain minority and female contractors and subcontractors; b. Provide a reasonable opportunity in the recruitment, advertising and hiring of professionals, contractors and subcontractors residing within the Southeast Overtown/Park West Community Redevelopment Area (the "Redevelopment Area") and within the City of Miami; c. Take reasonable definitive action in retaining employees regardless of race, color, place of birth, religion, national origin, sex, age, marital status, veterans and disability status; d. Maintain equitable principles in the recruitment, advertising, hiring, upgrading, transfer, layoff, termination, compensation and all other terms, conditions and privileges of employment; e. Monitor and review all personnel practices to guarantee that equal opportunities are being provided to all employees regardless of race, color, place of birth, religion, national origin, sex, age, marital status, veterans and disability status; g. Post in conspicuous places, availability to employees and applicants for employment, notices in a form to be provided to the Executive Director, setting forth the non-discrimination clauses of this Section 5. In all solicitations and advertisements for employment placed by or on behalf of Developer, state that all applicants will receive consideration for employment without regard to race, creed, color or national origin. 5.2 Participation Requirements. Developer agrees to comply with, or shall cause its general contractor to comply with, the following subcontractor participation requirements and laborer participation requirements (the "Participation Requirements") with respect to the Project: 5.2.1 Subcontractor Participation. The Developer shall cause its general contractor to hire not less 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 who principal place of business is in the 6 Redevelopment Area, second priority to subcontractors whose principal place of business is in Overtown, third priority to subcontractors whose principal place of business is within District 5 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 engage any subcontractor 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 for the Project ("Subcontractor Participation Requirement"). 5.2.2 Laborer Participation. Developer shall require its general contractor and all subcontractors to hire forty percent (40%) of the unskilled labor for the construction of the Project ("Laborer Participation Requirement") with the following hiring priority: a. first, to City residents living within the Redevelopment Area; b. second, to City residents living within the boundaries of the Overtown community; c. third, to City residents within zip codes 33127, 33128, 33130, 33136, 33142, 33125, 33135, 33150 and the West Coconut Grove (the "CRA Targeted Zip Codes") which include the five (5) highest poverty rated zip codes located in the City; d. fourth, to City residents residing outside the CRA Targeted Zip Codes; e. fifth, to County residents of zip codes 33010, 33030, 33034, 33054, and 33161 (the "County Targeted Zip Codes") which are the five (5) highest poverty rated zip codes located in the County; and sixth, to residents in the County residing outside of the County Targeted Zip Codes. 5.2.3 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. In the event the dispute is not resolved within ten (10) days either party may submit the dispute to the CRA Board of Commissioners (the "CRA Board") for resolution. The decision of the CRA Board shall be binding on the parties. 7 5.3 Report Requirements. 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 construction of the Project until thirty days following Completion, detailed reports evidencing compliance with the Subcontractor Participation Requirement during the prior quarter and (ii) on a monthly basis commencing thirty (30) days after the commencement of construction of the Project until thirty days following Completion, detailed reports evidencing compliance with the Laborer Participation Requirement during the prior month ("Participation Reports"). The Participation Report shall be in the form of Exhibit "B" attached hereto. 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 Requirement and the Laborer Participation Requirement with respect to the Project. 5.3.1 Penalties for Non -Compliance with Subcontractor Participation Requirements. To the extent Developer fails to comply with 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 Subcontractor 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 Requirement, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding on the parties. 5.3.2 Penalties for Non Compliance with Laborer Participation Requirements. To the extent Developer fails to comply with the applicable Laborer Participation Requirements, with respect to 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 Requirement (the "Laborer Non -Compliance Fund") with respect to the Project. The Laborer Non -Compliance Funds with respect to the Project shall be calculated by the Executive Director after Completion of the Project and shall be due within thirty (30) 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 Requirement, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding upon the parties. 5.4 Job Fair. 5.4.1 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, hosting at least two (2) job fairs within the Redevelopment Area prior to the commencement of the Project. 8 5.4.2 Permanent Job Opportunities. Developer shall broadly disseminate information regarding job opportunities for local residents and businesses post -construction with respect to the Project, including, without limitation, hosting at least one (1) job fair within the Redevelopment Area upon Completion. 5.5 Release of Obligations under Section 5. Upon Completion of the Project and payment to the CRA of any amounts due pursuant to Sections 5.3.1 and 5.3.2, Developer shall have no further obligations to comply with the provisions of this Section 5 and at the request of the Developer the CRA shall execute a recordable instrument reflecting that Developer is released from its obligations under this Section 5. 5.6 Lien Rights Under Section 5. If Developer fails to pay any amount due the CRA pursuant to Sections 5.3.1 or 5.3.2, such unpaid amounts shall bear interest at twelve percent (12%) per annum from the date due until paid and shall be secured by this Covenant. If any amounts due pursuant to Sections 5.3.1 or 5.3.2 have not been paid within sixty (60) days of when due same shall constitute a lien upon the Property and same may be foreclosed upon in the same manner in which a mortgage is foreclosed. 6. PARKING. 6.1 Parking for Lyric Theatre. 6.1.1 Lyric Theatre Parking. Developer acknowledges the parking needs of the Lyric Theatre for providing parking in connection with events held at the Lyric Theatre and with respect to the parking needs of employees of the Black Archives History and Research Foundation of South Florida, Inc. (the "Black Archives"). Developer has entered into an agreement (the "Lyric Theatre Parking Plan Agreement") with the Black Archives to provide parking for employees of the Black Archives and attendees of events held at the Lyric Theatre, which parking plan is attached hereto as Exhibit "C" and made a part hereof (the "Lyric Theatre Parking Plan"). 6.1.2 Compliance with Parking Plan. Developer covenants and agrees with the CRA to implement the Lyric Theatre Parking Plan for the benefit of the Black Archives as long as the Lyric Theatre remains operational and in compliance with its agreement with the Developer. 6.1:3 Offsite Lyric Parking. If (i) the CRA constructs a parking garage containing more than 200 parking spaces, compliance with the Lyric Theatre Parking Plan and the Lyric Theatre Parking Plan Agreement shall no longer be required and/or (ii) the Developer and Black Archives mutually agree in writing pursuant to a binding agreement on a location other than the Property for providing parking to benefit the Lyric Theatre, then with the approval of the Executive Director, which shall not be unreasonably withheld, compliance with the Lyric Theatre Parking Plan and the Lyric Theatre Parking Plan Agreement shall no longer be required. 7. REAL ESTATE TAXES. 7.1 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 9 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, 7.2 The obligation of the Developer to make the PILOT shall constitute a 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 December 31, 2029. 8. ZONING. In the event that there is a change under City of Miami Ordinance No. 13114, as amended ("Miami 21") which would allow the transfer of development rights without execution of a Declaration of Restrictive Covenant in Lieu of Unity of Title (the "Covenant") and an Easement and Operating Agreement (the "Easement and Operating Agreement") or vacating the Roadway, and which amendment increases development rights available with respect to the Property under Miami 21, the Developer covenants and agrees to transfer to the CRA the additional available development rights up to a maximum amount of 50,000 square feet of development rights, to the extent permitted under applicable laws, including Miami 21, without cost to the CRA. 9. DEFAULT AND REMEDIES. If Developer fails to comply with any of the terms and provisions of this Covenant, including, without limitation the payment of money or the performance of any other obligation under this Covenant which failure is not cured by the Developer within thirty (30) days of written notice from the CRA, or, if by reason of the nature of such default, the same cannot be cured within thirty (30) days following receipt by Developer of written demand from the CRA to do so, Developer fails to commence curing such default within such thirty (30) days following such written notice, or having so commenced, shall fail thereafter to continue with diligence the curing thereof and, in any event, fails to cure such default within a reasonable time after receipt of notice of such default, whichever is earlier, the CRA may pursue all remedies available at law or in equity to enforce the terms and provisions of this Covenant, including, without limitation, specific performance. 10. NOTICES. Any notices required or permitted to be given under this Covenant 'shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express), sent by fax and another method provided herein or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: 10 If to Developer: ALL ABOARD FLORIDA NW SIXTH STREET LLC 2855 LeJeune Road, 4th Floor Coral Gables, FL 33134 Attention: Michael Reininger Facsimile: (305) 520-2400 With a copy to: If to CRA: ALL ABOARD FLORIDA NW SIXTH STREET LLC 2855 LeJeune Road, 4th Floor Coral Gables, FL 33134 Attention: General Counsel Facsimile: (305) 520-2400 SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Clarence E. Woods, III., Executive Director 1490 NW Third Avenue Suite 105 Miami, FL 33136 Fax: (305) 679-6836 With a copy to: William R. Bloom, Esq. Holland & Knight, LLP Suite 3300 701 Brickell Avenue Miami, FL 33131 Fax: (305) 789-7799 And with a copy to: Staff Counsel Southeast Overtown/Park West Community Redevelopment Agency 1490 NW Third Avenue Suite 105 Miami, FL 33136 Fax: (305) 679-6836 Notices personally delivered or sent by fax shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. 11. MISCELLANEOUS. 11.1 This Covenant shall be construed and governed in accordance with the laws of the State of Florida. Venue shall be in Miami -Dade County, Florida. All of the parties to this Covenant have participated fully in the negotiation and preparation hereof, and, accordingly, this Covenant shall not be more strictly construed against any one of the parties hereto. 11.2 In the event any term or provision of this Covenant is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Covenant shall be construed to be in full force and effect. 11.3 In the event of any litigation between the parties under this Covenant, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. 11.4 In construing this Covenant, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and Section headings shall be disregarded. 11.5 All of the exhibits attached to this Covenant are incorporated in, and made a part of, this Covenant. 11.6 Time shall be of the essence for each and every provision of this Covenant. 12. COVENANT RUNNING WITH THE LAND. This Covenant shall be deemed a covenant running with the Property and shall be binding upon Developer and its successors and assigns, until terminated by its terms or terminated by the parties. 13. ENTIRE AGREEMENT/CONTROL. Except for that certain Block 56 Development Agreement dated January 29, 2014 between Developer and the CRA, as amended (the '`Development Agreement"), this Covenant constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other agreements, representations or warranties other than as set forth herein. In the event of any conflict between the terms and provisions of the Development Agreement and this Covenant, then the terms and provisions of this Covenant shall control. 14. MODIFICATION. This Covenant may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. 12 15. BINDING EFFECT.. This Covenant shall be binding upon the parties hereto and their espective successors and petinitted assigns. (Signatures on Next Page) 13 IN WITNESS hereof the parties have executive this Covenant as of the date first above written. DEVELOPER: ALL ABOARD FLORIDA NW SIXTH STREET, LLC, a Delaware limited liability company By: Name: Title: CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Clarence E. Woods, III., Executive Director ATTEST: Clerk of the Board Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA 14 STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me, this day of 2015, by , Manager of ALL ABOARD FLORIDA NW SIXTH STREET, LLC, a Delaware limited liability company, on behalf of the limited liability company. He/she is personally known to me or has produced as identification. My commission expires: NotaryPublic Print Name: 15 STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me, this day of 2015, by Clarence E. Woods, III, Executive Director of SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, on behalf of the agency. He/she is personally known to me or has produced as identification. My commission expires: Notary Public Print Name: 16 Schedule of Exhibits A. Legal Description B. Participation Report Form C. Lyric Theatre Parking Plan EXHIBIT A Legal Description Lots 1-12, inclusive Block 56, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida. EXHIBIT B Participation Report Form UNSKILLED LABORER MONITORING CERTIFICATE The undersigned hereby certifies to the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"), that in accordance with Section 10.3 of the Block 56 Development Agreement dated as of January 29, 2014, as amended (the "Agreement") by and among the CRA, All Aboard Florida NW Sixth Street, LLC, a Delaware limited liability company, (the "Developer") that during the month of , the following is true and correct report reflecting the laborers (the "Laborers") employed at the Project, as defined in the Agreement: CUMULATIVE TOTALS FOR LABORERS EMPLOYED AT THE PROJECT FOR THE MONTH OF Total Laborers employed Number of Laborers employed who resided in the Redevelopment Area, as defined in the Agreement Number of Laborers employed who reside in Overtown (excluding those who reside in the Redevelopment Area) Number of Laborers employed who resided in the CRA Targeted Zip Codes not included above • Number of Laborers employed who resided in the City of Miami outside the CRA Targeted Zip Codes not included above Number of Laborers employed who resided in the Miami -Dade County Targeted Zip Codes not included above Percentage of Laborers who reside in Miami -Dade County SEE EXHIBIT "A" FOR DETAIL BREAKDOWN CUMULATIVE TOTALS OF LABORERS EMPLOYED AT THE PROJECT SINCE COMMENCEMENT OF CONSTRUCTION: Total Laborers employed Number of Laborers employed who resided in the Redevelopment Area, as defined in the Agreement Number of Laborers employed who reside in Overtown (excluding those who reside in the Redevelopment Area Number of Laborers employed who resided in CRA Targeted Zip Codes Number of Laborers employed who resided in the City of Miami outside the CRA Targeted Zip Codes not included above Number of Laborers employed who resided in Miami -Dade County Targeted Zip Codes not included above Percentage of Laborers who reside in Miami -Dade County CUMULATIVE PERCENTAGE OF LABORERS EMPLOYED AT THE PROJECT SINCE COMMENCEMENT OF CONSTRUCTION Percentage of Laborers involved in the construction of Project who reside in the Redevelopment Area Percentage of Laborers employed who reside in Overtown (excluding those who reside in the Redevelopment Area) Percentage of Laborers involved in the construction of the Project who reside in CRA Targeted Zip Codes. Percentage of Laborers involved in the construction of Project who reside in the City of Miami outside CRA Targeted Zip Codes and included above. Percentage of Laborers involved in the construction of the Project who reside in Miami -Dade County Targeted Zip Codes and included above. Total Percentage of Laborers involved in the construction Project who reside in Miami -Dade County Developer acknowledges that the CRA is relying on this Certificate to confirm compliance with the requirements of Section 10.2 of the Agreement. ALL ABOARD FLORIDA NW SIXTH STREET, a Delaware limited liability company By: Name: Title: STATE OF FLORIDA )ss. COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 201_, by , as of ALL ABOARD FLORIDA NW SIXTH STREET, LLC, a Delaware limited liability company, on behalf of the limited liability company, who is personally known to me or has produced as identification. Notary Public, State of: Commission No.: My Commission Expires: • Exhibit "A" General Contractor Reports and Subcontractor Reports on Laborers for the Month of General Contractor Name: Total Laborers employed during the month of Number of Laborers employed who resided in the Redevelopment Area, as defined in the Agreement Number of Laborers employed who reside in Overtown (excluding those who reside in the Redevelopment Area) Number of Laborers employed who resided in CRA Targeted Zip Codes not included above Number of Laborers employed who resided in the City of Miami outside the CRA Targeted Zip Codes not included above Number of Laborers employed who resided in Miami -Dade County Targeted Zip Codes not included above Percentage of Laborers employed who reside in Miami -Dade County Subcontractor Name: Total Laborers employed during the month of Number of Laborers employed who resided in the Redevelopment Area, as defined in the Agreement Number of Laborers who reside in Overtown (excluding those who reside in the Redevelopment Area) Number of Laborers employed who resided in CRA Targeted Zip Codes not included above Number of Laborers employed who resided in the City of Miami outside CRA Targeted Zip Codes not included above Number of Laborers employed who resided in Miami -Dade County Targeted Zip Codes not included above Percentage of Laborers who reside in Miami - Dade County Subcontractor Name: Total Laborers employed during the month of Number of Laborers employed who resided in the Redevelopment Area, as defined in the Agreement Number of Laborers who reside in Overtown (excluding those who reside in the Redevelopment Area) Number of Laborers employed who resided in CRA Targeted Zip Codes not included above Number of Laborers employed who resided in the City of Miami outside CRA Targeted Zip Codes not included above Number of Laborers employed who resided in Miami -Dade County Targeted Zip Codes not included above Percentage of Laborers who reside in Miami - Dade County Subcontractor Name: Total Laborers employed during the month of Number of Laborers employed who resided in the Redevelopment Area, as defined in the Agreement Number of Laborers who reside in Overtown (excluding those who reside in the Redevelopment Area) Number of Laborers employed who resided in CRA Targeted Zip Codes not included above Number of Laborers employed who resided in the City of Miami outside CRA Targeted Zip Codes not included above Number of Laborers employed who resided in Miami -Dade County Targeted Zip Codes not included above Percentage of Laborers who reside in Miami - Dade County Subcontractor Name: Total Laborers employed during the month of Number of Laborers employed who resided in the Redevelopment Area, as defined in the Agreement Number of Laborers who reside in Overtown (excluding those who reside in the Redevelopment Area) Number of Laborers employed who resided in CRA Targeted Zip Codes not included above Number of Laborers employed who resided in the City of Miami outside CRA Targeted Zip Codes not included above Number of Laborers employed who resided in Miami -Dade County Targeted Zip Codes not included above Percentage of Laborers who reside in Miami - Dade County [CONTINUE FOR EACH SUBCONTRACTOR EMPLOYED BY THE GENERAL CONTRACTOR] EXHIBIT C Lyric Theatre Parking Plan [TO BE AGREED TO] #35996304_y1