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HomeMy WebLinkAboutSEOPW CRA 2020-11-16 Agenda PacketCity of Miami 819 NW 2nd Ave 3rd Floor Miami, FL 33136 http://miamicra.com Meeting Agenda Monday, November 16, 2020 10:00 AM City Hall 3500 Pan American Drive Miami, FL 33133 SEOPW Community Redevelopment Agency Keon Hardemon, Chair, District Five Alex Diaz de la Portilla, Vice Chair, District One Ken Russell, Board Member, District Two Joe Carollo, Board Member, District Three Manolo Reyes, Board Member, District Four X k k******WW W:Y:Y****iiiiiii SEOPW CRA OFFICE ADDRESS: 819 NW 2ND AVENUE, 3RD FLOOR MIAMI, FL 33136 Phone: (305) 679-6800 I Fax (305) 679-6835 www.miamicra.com Southeast Overtown/Park West CRA Meeting Agenda November 16, 2020 CALL TO ORDER CRA PUBLIC COMMENTS CRA RESOLUTION 1. CRA RESOLUTION 8191 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, WITH ATTACHMENT(S), RATIFYING THE EIGHTH AMENDMENT TO THE DEVELOPMENT AGREEMENT BY AND BETWEEN THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AND DOWNTOWN RETAIL ASSOCIATES, LLC, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A" FOR THE DISPOSITION AND DEVELOPMENT OF BLOCK 55; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ANY AND ALL DOCUMENTS REQUIRED TO CONSUMMATE THE TRANSACTION. File #8191 Exhibit A 2. CRA RESOLUTION 8192 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO GIRL POWER ROCKS, INC., IN AN AMOUNT NOT TO EXCEED $15,818.00 TO UNDERWRITE COSTS ASSOCIATED WITH THE GIRL POWER 2020 SUMMER STEAM WORKFORCE TRAINING CAMP; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; ALLOCATING FUNDS FROM SEOPW, "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. File # 8192 Back-up City of -Miami Page 2 Printed on 11/11/2020 Southeast Overtown/Park West CRA Meeting Agenda November 16, 2020 3. CRA RESOLUTION 8193 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO FLORIDA FILM HOUSE, LLC, IN AN AMOUNT NOT TO EXCEED $14,938.00, TO UNDERWRITE COSTS ASSOCIATED WITH THE PRODUCTION OF THE 2020 URBAN FILM FESTIVAL; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FUNDS TO BE ALLOCATED FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. File # 8193 Back-up 4. CRA RESOLUTION 8194 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO ST. AGNES EPISCOPAL CHURCH, INC., IN AN AMOUNT NOT TO EXCEED $400,000, FOR REPAIRS AND IMPROVEMENTS TO ST. AGNES EPISCOPAL CHURCH FOR ITS 40-YEAR RECERTIFICATION; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; DERIVING FUNDS FROM THE 2021 SEOPW CRA TAX INCREMENT FUND, "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. File # 8194 Back-up City of -Miami Page 3 Printed on 11/11/2020 Southeast Overtown/Park West CRA Meeting Agenda November 16, 2020 5. CRA RESOLUTION 8195 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO WILLIE WILLIAMS, IN AN AMOUNT NOT TO EXCEED $150,000.00 FOR THE LIMITED SCOPE RENOVATION OF TWO, TWO-STORY MIXED -USE BUILDINGS LOCATED AT 1131-1133 NW 3RD STREET, MIAMI, FLORIDA 33136; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; DERIVING FUNDS FROM THE 2021 SEOPW CRA TAX INCREMENT FUND, "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. File # 8195 Back-up 6. CRA RESOLUTION 8196 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT, IN AN AMOUNT NOT TO EXCEED $125,000.00, TO NORWOOD CONSULTING, INC., TO UNDERWRITE COSTS ASSOCIATED WITH PRODUCING CULTURAL PROGRAMMING AND ART EXHIBITIONS AT THE HISTORIC WARD ROOMING HOUSE FOR 2020-2021; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; FUNDS TO BE ALLOCATED FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. File # 8196 Back-up City of -Miami Page 4 Printed on 11/11/2020 Southeast Overtown/Park West CRA Meeting Agenda November 16, 2020 7. CRA RESOLUTION 8197 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING A GRANT TO COMMUNITY WORK TRAINING PROGRAM, INC, IN AN AMOUNT NOT TO EXCEED $150,000.00, TO UNDERWRITE COSTS ASSOCIATED WITH THE OPERATION AND MANAGEMENT OF THE OVERTOWN EMPLOYMENT ASSISTANCE CENTER FOR 2020-2021; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; FUNDS TO BE ALLOCATED FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE NO.10050.920101.883000.0000.00000. File # 8197 Back-up 8. CRA RESOLUTION 8198 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO FLORIDA FILM HOUSE, LLC, IN AN AMOUNT NOT TO EXCEED $158,200.00 TO UNDERWRITE COSTS ASSOCIATED WITH THE OPERATION OF THE 1ST TAKE YOUTH PROGRAM FOR 2020-2021; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FUNDS TO BE ALLOCATED FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. File # 8198 Back-up City of -Miami Page 5 Printed on 11/11/2020 Southeast Overtown/Park West CRA Meeting Agenda November 16, 2020 9. CRA RESOLUTION 8199 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AMENDMENT TO THE AMENDED AND RESTATED MIAMI WORLDCENTER ECONOMIC INCENTIVE AGREEMENT, INCORPORATING THE TERMS SET FORTH ON EXHIBIT "A", IN THE FORM ACCEPTABLE TO THE EXECUTIVE DIRECTOR; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ANY AND ALL DOCUMENTS REQUIRED TO CONSUMMATE THE TRANSACTION. File # 8199 Exhibit A ADJOURNMENT City of -Miami Page 6 Printed on 11/11/2020 3.1 SEOPW Board of Commissioners Meeting November 16, 2020 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8191 and Members of the CRA Board From: Cornelius Shiver Executive Director Subject: Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between the Enclosures: File #8191 Exhibit A BACKGROUND: The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") ratifies Eighth Amendment to the Development Agreement between the CRA and Downtown Retail Associations, LLC ("Developer") for the disposition and development of Block 55. On July 26, 2017, the CRA issued a Request for Proposals ("RFP") 17-02 for the disposition and development of Block 55 located at 249 NW 6th Street, Miami, FL (Folio #: 01-0105-050-1120). The CRA received two (2) responses to RFP 17-02. On March 1, 2018, the CRA Board of Commissioners ("Board"), by Resolution CRA-18-0009, accepted and authorized the selection committee's recommendation to select Downtown Retail Associates, LLC as the top -ranked proposer to develop Block 55. On September 24, 2018, the Board authorized the acceptance of certain negotiated terms in the Development Agreement between the CRA and the Developer. On October 1, 2018 the Block 55 Development Agreement was executed, which was amended by Amendment dated November 21, 2018, by Second Amendment dated April 17, 2019, by the Third Amendment dated September 26, 2019, by the Fourth Amendment dated as of December 20, 2019, by the Fifth Amendment dated March 18, 2020, by the Sixth Amendment dated March 31, 2020, and by the Seventh Amendment dated June 1, 2020 (collectively, the "Development Agreement"), all of which have been previously approved by the Board. The Eighth Amendment to the Development Agreement attached hereto and incorporated herein as Exhibit "A" was executed as of September 2, 2020, and contains, in part, the following modifications: • Affordable Housing Inventory Increase from 20% to 100%: Block 55 will consist of not less than 578 residential units, all of which will be affordable, with fifty percent (50%) of the units designated for individuals or families earning up to fifty percent (50%) of the Miami -Dade County Area Median Income ("AMI") and the balance of the remaining units designated for Packet Pg. 7 3.1 individuals or families earning more than fifty percent (50%) of AMI but not exceeding eighty percent (80%) of AMI. • Assignment Prior to Closing: The Developer may form a new limited liability company to own the Property ("Property Owner") and a new limited liability company to be the sole member and owner of the Property Owner ("Member") and a new limited liability company to be the sole member and owner of Member ("Holding") provided that Property Owner is one hundred percent (100%) owned by Member and Member is one hundred percent (100%) owned by Holding. The CRA agrees to assign the Development Agreement and convey the Property to the Property Owner at closing provided that (a) the Holding is the sole member and owner of Member, (b) Member is the sole member and owner of Property Owner and (c) Michael Swerdlow or an entity he controls retains all decision making with respect to Holding, Member and Property Owner, except for certain major decisions. • Closing Payment and Deferred Purchase Price: The Purchase Price for Block 55 was Eighteen Million Dollars ($18,000,000.00). In addition, the Developer agreed to pay the CRA Five Hundred Thousand Dollars ($500,000) in extension fees not credited to the Purchase Price. Prior to Closing the Developer paid to the CRA a total of One Million Four Hundred Fifty Thousand Dollars ($1,450,000) leaving a total due to the CRA at closing Seventeen Million Fifty Thousand Dollars ($17,050.000.00). The Developer paid the CRA Ten Million Fifty Thousand Dollars ($10,050,000) at closing (the "Closing Payment") and the CRA took back a Note for Seven Million Dollars ($7,000,000) (the "Deferred Purchase Price Note") due on May 1, 2021. The Deferred Purchase Price Note was personally guaranteed by Michael Swerdlow and Stephen Garchik and secured by their interest in the Project. The Deferred Purchase Price Note shall be forgiven, subject to Board approval, if the Construction Conditions Precedent are satisfied or waived by the Executive Director of the CRA and Vertical Construction occurs on or before September 2, 2021. • Grant Agreement: The CRA agreed, subject to Board approval, to make a grant to the Developer in the amount of Five Hundred Thousand Dollars ($500,000) upon the later to occur of (i) ten (10) days after the Construction Conditions Precedent have been satisfied or waived by the Executive Director and Vertical Construction occurs, or (ii) February 1, 2021. JUSTIFICATION: Florida Statutes, Section 163.370(2)(e)(4) of the Community Redevelopment Act authorizes the disposal of real property. Section 2, Goal 3 on page 11 of the Southeast Overtown/Park West Community Redevelopment Plan ("Plan") lists the "creat[ion of] infill housing, diversity in housing types, and retaining affordable housing, as a stated redevelopment goal. Section 2, Goal 4 and 6 on page 11 of the Plan lists the "creat[ion of] jobs within the community" and "improving quality of life for residents" as stated redevelopment goals. Section 2, Principle 4 on page 14 of the Plan provides that "[t]he neighborhood...retain access to affordable housing..." as a stated redevelopment principle. Section 2, Principle 4 on page 14 of the Plan provides that "employment opportunities be made available to existing residents..." as a stated redevelopment principle. Section 2, Principle 6 on page 15 of the Plan further provides that in order to "address and improve the neighborhood economy and expand economic opportunities of present and future Page 2 of 7 Packet Pg. 8 3.1 residents and businesses [,] [it] is necessary to support and enhance existing businesses and...attract new businesses that provide needed services and economic opportunities..." as a stated redevelopment principle. FUNDING: The CRA has been paid a total of Eleven Million Five Hundred Thousand Dollars ($11,500,000) and holds the Deferred Purchase Price Note of Seven Million Dollars ($7,000,000.00) which may be forgiven upon certain conditions. The $500,000 grant will be paid out of the proceeds received from the Developer. Page 3 of 7 Packet Pg. 9 3.1 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 16, 2020 CRA Section: Approved by: §! hiver, Executive Director 11/11/2020 Approval: Miguel A Valentin,, F 1rarce Officer 11/11/2020 Page 4 of 7 Packet Pg. 10 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 8191 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, WITH ATTACHMENT(S), RATIFYING THE EIGHTH AMENDMENT TO THE DEVELOPMENT AGREEMENT BY AND BETWEEN THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AND DOWNTOWN RETAIL ASSOCIATES, LLC, ATTACHED AND INCORPORATED HEREIN AS EXHIBIT "A" FOR THE DISPOSITION AND DEVELOPMENT OF BLOCK 55; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ANY AND ALL DOCUMENTS REQUIRED TO CONSUMMATE THE TRANSACTION. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Florida Statutes, Section 163.370(2)(e)(4) of the Community Redevelopment Act authorizes the disposal of real property; and WHEREAS, Section 2, Goal 3 on page 11 of the Plan lists the "creat[ion of] infill housing, diversity in housing types, and retaining affordable housing, as a stated redevelopment goal; and WHEREAS, Section 2, Goal 4 and 6 on page 11 of the Plan lists the "creat[ion of] jobs within the community" and "improving quality of life for residents" as stated redevelopment goals; and WHEREAS, Section 2, Principle 4 on page 14 of the Plan provides that "[t]he neighborhood...retain access to affordable housing..." as a stated redevelopment principle; and WHEREAS, Section 2, Principle 4 on page 14 of the Plan provides that "employment opportunities be made available to existing residents..." as a stated redevelopment principle; and WHEREAS, Section 2, Principle 6 on page 15 of the Plan further provides that in order to "address and improve the neighborhood economy and expand economic opportunities of present and future residents and businesses [,] [it] is necessary to] support and enhance existing businesses and...attract new businesses that provide needed services and economic opportunities..." as a stated redevelopment principle; and Page 5 of 7 Packet Pg. 11 WHEREAS, on October 1, 2018 the Block 55 Development Agreement was executed, which was amended by Amendment dated November 21, 2018, by Second Amendment dated April 17, 2019, by the Third Amendment dated September 26, 2019, by the Fourth Amendment dated December 20, 2019, by the Fifth Amendment dated March 18, 2020, by the Sixth Amendment dated March 31, 2020, and by the Seventh Amendment dated June 1, 2020 (collectively, the "Development Agreement"), all of which have been previously approved by the CRA Board of Commissioners; and WHEREAS, the Eighth Amendment to the Development Agreement attached hereto and incorporated herein as Exhibit "A" was executed as of September 2, 2020, and contains, in part, the following modifications: • Affordable Housing Inventory Increase from 20% to 100%: Block 55 will consist of not less than 578 residential units, all of which will be affordable, with fifty percent (50%) of the units designated for individuals or families earning up to fifty percent (50%) of the Miami -Dade County Area Median Income ("AMI") and the balance of the remaining units designated for individuals or families earning more than fifty percent (50%) of AMI but not exceeding eighty percent (80%) of AMI. • Assignment Prior to Closing: The Developer may form a new limited liability company to own the Property ("Property Owner") and a new limited liability company to be the sole member and owner of the Property Owner ("Member") and a new limited liability company to be the sole member and owner of Member ("Holding") provided that Property Owner is one hundred percent (100%) owned by Member and Member is one hundred percent (100%) owned by Holding. The CRA agrees to assign the Development Agreement and convey the Property to the Property Owner at closing provided that (a) the Holding is the sole member and owner of Member, (b) Member is the sole member and owner of Property Owner and (c) Michael Swerdlow or an entity he controls retains all decision making with respect to Holding, Member and Property Owner, except for certain major decisions. • Closing Payment and Deferred Purchase Price: The Purchase Price for Block 55 was Eighteen Million Dollars ($18,000,000). In addition, the Developer agreed to pay the CRA Five Hundred Thousand Dollars ($500,000) in extension fees not credited to the Purchase Price. Prior to Closing the Developer paid to the CRA a total of One Million Four Hundred Fifty Thousand Dollars ($1,450,000) leaving a total due to the CRA at closing Seventeen Million Fifty Thousand Dollars ($17,050,000). The Developer paid the CRA Ten Million Fifty Thousand Dollars ($10,050,000) at closing (the "Closing Payment") and the CRA took back a Note for Seven Million Dollars ($7,000,000) (the "Deferred Purchase Price Note") due on May 1, 2021. The Deferred Purchase Price Note was personally guaranteed by Michael Swerdlow and Stephen Garchik and secured by their interest in the Project. The Deferred Purchase Price Note shall be forgiven, subject to Board approval, if the Construction Conditions Precedent are satisfied or waived by the Executive Director of the CRA and Vertical Construction occurs on or before September 2, 2021. • Grant Agreement: The CRA agreed, subject to Board approval, to make a grant to the Developer in the amount of Five Hundred Thousand Dollars ($500,000) upon the later to occur of (i) ten (10) days after the Construction Conditions Precedent have been satisfied or waived by the Executive Director and Vertical Construction occurs, or (ii) February 1, 2021; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Page 6 of 7 Packet Pg. 12 3.1 Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby ratifies the Eighth Amendment to the Development Agreement between the Southeast Overtown/Park West Community Redevelopment Agency and Downtown Retail Associations, LLC for the disposition and development of Block 55, as attached hereto and incorporated herein as Exhibit "A", and ratifies and reaffirms the terms of the Development Agreement. Section 3. The Executive Director is authorized to execute any and all documents required to consummate the transaction. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Chanel H. Jeff r t ff� Counsel 11/11/2020 Page 7 of 7 Packet Pg. 13 3.1.a EIGHTH AMENDMENT THIS EIGHTH AMENDMENT is made and entered into as of September 2, 2020 by and between DOWNTOWN RETAIL ASSOCIATES LLC, a Florida limited liability company (the "Developer"), and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). RECITALS A. Developer and the CRA entered into that certain Block 55 Development Agreement dated as of October 1, 2018 (the "Original Agreement"), as amended by Amendment dated as of November 21, 2018, (the "First Amendment"), Second Amendment dated as of April 17, 2019 (the "Second Amendment"), Third Amendment dated as of September 26, 2019 (the "Third Amendment"), Fourth Amendment dated as of December 20, 2019 (the "Fourth Amendment"), Fifth Amendment dated as of March 18, 2020 (the "Fifth Amendment") Sixth Amendment dated as of March 31, 2020 (the "Sixth Amendment") and Seventh Amendment dated as of June. 1, 2020 (the "Seventh Amendment") (the Original Agreement as amended by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment and Seventh Amendment is collectively, 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 Eighth Amendment are true and correct and hereby incorporated by reference and made a part hereof. 2. DEFINED TERMS. Any defined terms utilized in this Eighth Amendment but not defined in this Eighth Amendment shall have the meanings ascribed to said terms in the Agreement. 3. PROJECT. Section 8.1 of the Agreement is amended and restated in its entirety to proceed as follows: "8.1 DESCRIPTION OF THE PROJECT. The project (the "Project") shall be a mixed use development to be located on the Property consisting of (i) not less than five hundred seventy- eight (578) residential units, which may be located in one or two subdivided tax parcels {collectively, the "Residential Units", and each such tax parcel, a "Residential Component"), (ii) not less than 250,000 rentable square feet of retail/restaurant/entertainmentuses, of which not less than 30,000 rentable square feet shall consist of street level retail use along NW 2nd Avenue and NW 6th Street, {collectively, the "Retail Space") and a portion of which may consist of office it space {the "Office Component"); (iii) a minimum 925 parking spaces, but in any event not less than the number of parking spaces required under applicable law (the "Parking Garage" and s Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between co .c w ADSLLP-00082410.9 1 #78088414 v2 Packet Pg. 14 3.1.a together with each Residential Component, the Retail Space and the Office Component, each a "Component"); and (iv) the development of Sawyer's Walk, as hereinafter defined, 4. RESIDENTIAL HOUSING REQUIREMENTS. Section 10.1 of the Agreement is hereby amended and restated in its entirety as follows: "10.1 RESIDENTIAL HOUSING RESTRICTIONS. (a) The CRA and the Developer agree that not less than fifty percent (50%) of all the Residential Units in the Project which represents approximately two hundred eighty- nine (289) of the Residential Units in the Project, shall be made available for individuals and/or families earning up to fifty percent (50%) of AMI ("Low -Income Tenants"); and the balance of the Residential Units shall be made available to individuals or families earning more than fifty percent (50%) of AMI and does not exceed eighty percent (80%) of AMI ("Modest -Income Tenants"). (b) "AMI" shall mean the then applicable median family income for Miami - Dade County, Florida, standard metropolitan statistical area, determined in a manner consistent with Section 42(g) (1) of the Internal Revenue Code of 1986, including adjustment for family size as published annually by the U.S. Department of Housing and Urban. Development. (c) The Residential Units shall consist of approximately 110 studio units with an average size of approximately four hundred seventy (470) square feet ("Studio Units"), approximately 280 one bedroom one bath units with an average size of approximately six hundred forty (640) square feet ("One Bedroom Units") and approximately 188 two bedroom two bath units with an average size of approximately nine hundred forty (940) square feet ("Two Bedroom Units"). (d) Approximately fifty percent (50%) of the One Bedroom Units and not less than five (5) of the Two Bedroom Units shall be occupied by Low -Income Tenants, but in no event shall the number of Residential Units occupied by Low -Income Tenants be less than fifty percent (50%) of all of the Residential Units. In addition, if more than five (5) of the Two Bedroom Units are occupied by Low -Income Tenants, such excess Two Bedroom Units shall be counted towards the percentage of One Bedroom Units required to be occupied by Low -Income Tenants hereunder. The balance of the Residential Units shall be occupied by Modest -Income Tenants. (e) The requirements of this Section 10 are separate and apart from any requirements that Developer may elect to comply with under Miami 21." 5. RESIDENTIAL HOUSING RESTRICTIVE COVENANT. Section 10.2 of the Agreement ..is..hereby ..amended ..to.provide ..that .on.. the ..Closing ..Date, . the .Developer ..and .the ..CRA shall execute the restrictive covenant in the form attached hereto as Exhibit "A" (the "Residential Housing Restrictive Covenant"). The Residential Housing Restrictive Covenant attached hereto as Exhibit "A" supersedes, and replaces the forms of Residential Housing Restrictive Covenant attached as Exhibit "E-1" and Exhibit "E-2" to the Agreement. ADSLLP-00082410.9 2 #78088414 v2 Packet Pg. 15 3.1.a 6. RESTRICTIVE COVENANT. The Restrictive Covenant to be executed by the Developer and the CRA on the Closing Date attached to the Agreement as Exhibit J is hereby deleted and replaced by Block 55 Restrictive Covenant in the form attached hereto as Exhibit "B" (the `Block 55 Restrictive Covenant"). 7. ASSIGNMENT PRIOR TO CLOSING. Section 9 of the Fifth Amendment is hereby amended and restated in its entirety as follows: "The parties acknowledge and agree that the beneficial owners of the Developer may form a new limited liability company to own the Property (the "Property Owner") and a new limited liability company to be the sole member and owner of the Property Owner ("Member") and a new limited liability company to be the sole member and owner of Member ("Holding") provided that Property Owner is one hundred percent (100%) owned by Member and Member is one hundred percent (100%) owned by Holding. The CRA hereby consents to the assignment of the Development Agreement to the Property Owner at closing and agrees to convey the Property to Property Owner at closing provided that (a) the Holding is the sole member and owner of Member, (b) Member is the sole member and owner of Property Owner and (c) Michael Swerdlow or an entity he controls retains all decision making with respect to Holding, Member and Property Owner, except for Major Decisions (as defined in the Block 55 Restrictive Covenant). Developer shall deliver to the CRA copies of the executed articles of organization and all amendments thereto and the executed operation agreements and all amendments thereto for the Property Owner, Member and Holding to enable the CRA to confirm the ownership structure of Property Owner, Member and Holding is consistent with the foregoing and that Michael Swerdlow or an entity he controls retains all decision making with respect to Holding, Member and Property Owner, except for Major Decisions." 8. DEFERRED PURCHASE PRICE. A. Developer and the CRA acknowledges and agree that the cash due the CRA at closing is Seventeen Million Fifty Thousand and No/100 Dollars ($17,050,000.00) which has been calculated as follows: Purchase Price Second Additional Consideration (prior extension of Closing) May Extension Fee June Extension Fee Total Less amounts paid: Deposit First Closing Extension Deposit Due the CRA at Closing 18,000,000.00 300,000.00 100,000.00 100,000.00 18,500,000.00 1,000,000.00 450,000.00 17,050,000.00 ADSLLP-00082410.9 #78088414_v2 3 Packet Pg. 16 3.1.a B. The CRA and Developer agree that Developer shall pay to the CRA Ten Million Fifty Thousand and No/100 Dollars ($10,050,000,00) at closing (the "Closing Payment") and Seven Million and No/100 Dollars ($7,000,000.00) (the "Deferred Purchase Price") shall be deferred until May 1, 2021 at which time the Deferred Purchase Price shall be due and payable in full. If the Deferred Purchase Price is not paid when due, the Deferred Purchase Price shall bear interest at twelve percent (12%) per annum until paid. The Deferred Purchase Price shall be evidenced by a Promissory Note in the form of "Exhibit C", attached hereto (the "Deferred Purchase Price Note"). The Deferred Purchase Price Note shall be guaranteed by Michael Swerdlow, Stephen J. Garchik and Block 55 Member, LLC, a Florida limited liability company, which guaranty shall be in the form of Exhibit "D" attached hereto (the "Deferred Purchase Price Guaranty"). The Deferred Purchase Price Guaranty shall be secured by a collateral assignment of 100% of the Membership Interest in Developer, or in Property Owner and SG Manager, LLC if Developer assigns the Agreement to Property Owner at closing, which collateral assignment shall be in the form of Exhibit "E" attached hereto (the "Collateral Assignment of Membership Interests"). C. Upon delivery of the Closing Payment to the CRA, Michael Swerdlow shall be automatically released, without any further action of the parties, from his obligations under that certain guaranty in favor of the CRA dated as of March 31, 2020 guaranteeing the payment of the Second Extension Deposit and Second Additional Consideration. D. Subject to this Eight Amendment being ratified by the CRA Board, the Deferred Purchase Price Note and all accrued interest thereon shall be forgiven if the Construction Conditions Precedent have been satisfied or waived by the Executive Director and Vertical Construction occurs on or before September 2, 2021. E. Developer shall pay the documentary stamp tax in connection with Deferred Purchase Price Note at Closing. 9. GRANT AGREEMENT. Subject to this Eight Amendment being ratified by the CR Board, the CRA agrees to make a grant to Developer in the amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) (the "Grant"). The Grant shall be paid to Developer upon the later to occur of (i) ten (10) days after Construction Conditions Precedent have been satisfied or waived by the Executive Director and Vertical Construction occurs, or (ii) February 1, 2021. 10. RATIFICATION BY CRA BOARD. For the avoidance of any doubt, if this Eighth Amendment is not ratified by the CRA Board the provisions of Section 8(c) and Section 9 of this Eighth Amendment shall be of no force and effect however the balance of this Eighth Amendment shall remain enforceable. 11. SURVIVAL OF AGREEMENT. Developer and the CRA acknowledge and agree that other than the obligation of -Developer to pay the Deferred Purchase Price (which obligation will be forgiven if the conditions set forth in Section..8(C) are satisfied and this Eighth Amendrent.... is ratified by the CRA Board), the obligations under the Block 55 Restrictive Covenant, the obligations under the Housing Restrictive Covenant and the obligation of the CRA to make the Grant (which obligation will survive if this Eighth Amendment is ratified by the CRA Board), none of the other terms of the Agreement will survive the Closing. ADSLLP-00082410.9 4 #78088414_v2 Packet Pg. 17 3.1.a 12. CONFLICT. In the event of a conflict between the terms and provisions of this Eighth Amendment and the teu us and provisions of the Agreement, the terms and provisions of this Seventh Amendment shall control. 13. RATIFICATION. Except as modified by this Eighth Amendment, the Developer and the CRA ratify and reaffirm all terms and provisions of the Agreement. 14. COUNTERPARTS. This Eight 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 Eighth Amendment. Executed counterparts transmitted by facsimile or PDF via email shall be binding upon the parties. [Signatures on following page] Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00082410.9 5 #78088414 v2 Packet Pg. 18 3.1.a IN WITNESS WHEREOF, the parties have executed this Eighth Amendment as of the date and year first above written. DEVELOPER: DOWNTOWN RETAIL ASSOCIATES LLC, a Florida limited 1. ility co any By: Name: Michael Swerdlow Title: Manager CRA SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Cornelius Shiver, Executive Director Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA ADSLLP-00082410 #77906901 6 Packet Pg. 19 3.1.a IN WITNESS WHEREOF, the parties have executed this Eighth Amendment as of the date and year first above written. DEVELOPER: DOWNTOWN RETAIL ASSOCIATES LLC, a Florida limited liability company By: Name: Michael Swerdlow Title: Manager CRA SOUTHEAST OV " TOWN / PARK WEST COMMUNITY ' ` i EVI/LOPMENT AGENCY By: Cornelius Sh ver, Lxecutive Director Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00082410.9 6 #78088414_v2 Packet Pg. 20 3.1.a Joinder The undersigned Block 55 Lender, LLC joins in this Eight Amendment to consent to the execution of the Eight Amendment in accordance with the Recognition Agreement dated Dece ber 14, 2018. BLOCK 55 LENDER LLC By: Name: Ezra Katz Title: Manager 7 Attachment: File #8191 Exhibit A (8191 : Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between #77906901 v2 Packet Pg. 21 3.1.a EXHIBIT A Form of Residential Housing Restrictive Covenant ADSLLP-00082410.9 8 #78088414_v2 Packet Pg. 22 3.1.a This document prepared by and return to: William R. Bloom, Esq. Holland & Knight, LLP 701 Brickell Avenue Suite 3300 Miami, FL 33131 HOUSING RESTRICTIVE COVENANT AGREEMENT THIS HOUSING RESTRICTIVE COVENANT AGREEMENT (this "Agreement") is made and entered into as of September 2" d, 2020, by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic created pursuant to the laws of the State of Florida (the "CRA"), and BLOCK 55 OWNER, LLC, a Florida limited liability company (the "Owner"). RECITALS A. Downtown Retail Associates LLC, a Florida limited liability company ("DRA"), and the CRA entered into the certain Block 55 Development Agreement dated October 1st, 2018, as amended and as assigned by DRA to Owner (collectively, the "Development Agreement") with respect to the development of the certain real property located in the City of Miami, which is more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Land"). B. The project (the "Project") is to be developed on the Land is to consist of not less than five hundred seventy-eight (578) residential apartment units (the "Residential Units") and not less than 250,000 square feet of retail/restaurant/office/entertainment uses (the "Retail Space"). NOW THEREFORE, in consideration of $10.00 and other good and valuable consideration Owner covenants and agrees with the CRA as follows: 1. Recitals. The Recitals to this Agreement are true and correct and incorporated herein by reference. 2. Definitions and Interpretation. 2.1 The following terms shall have the respective meanings set forth below: "AMI" shall mean the then applicable median family income for Miami -Dade County, Florida, standard metropolitan statistical area, determined in a manner consistent with Section 42(g) (1) of the Internal Revenue Code of 1986, including adjustment for family size as published annually by the U.S. Department of Housing and Urban Development. Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00074207.20 Packet Pg. 23 3.1.a "Applicable Income Limit" means with respect to Low -Income Tenants, the applicable income limit set forth in the definition of "Low -Income Tenants" and with respect to Modest - Income Tenants, the applicable income limit in the definition of "Modest -Income Tenant. "Available Units" means the Residential Units that are actually occupied and Residential Units that are unoccupied and have been leased at least once after becoming available for occupancy, provided that a residential unit that is not available for occupancy due to renovations is not an Available Unit and does not become an Available Unit until it has been leased for the first time after the renovations are completed. "Certificate of Continuing Program Compliance" means the certificate required to be delivered by the Owner to the CRA pursuant to Section 5.4 of this Agreement. "Code" means the Internal Revenue Code of 1986, as amended. Any reference to a Code section shall include any successor provision; provided that if the Internal Revenue Code is amended to eliminate corresponding provisions in connection with low income housing tax credits then reference shall be to such provision of the Code immediately prior to such amendment. "County" means Miami -Dade County, Florida, a political subdivision of the State of Florida. "HUD" means the United States Department of Housing and Urban Development or any successor agency. "Income Certification" means the certificate required to be obtained by the Owner from each tenant pursuant to Section 5.1 of this Agreement. "Land" has the meaning ascribed to that term in the Recitals. "Low -Income Tenants" means one or more natural persons or a family, whose income does not exceed fifty percent (50%) of AMI. "Manager" means the Owner or any agent hired by or on behalf of the Owner to operate and manage the Residential Units. For the avoidance of doubts the Owner or the Manager must at all times manage all of the Residential Units. If there are two owners of the Residential Units as permitted by Section 10.2, the two Owners must hire a Manager to manage all of the Residential Units. "Modest -Income Tenants" mean one of more natural persons or a family, whose income is greater than fifty percent (50%) of AMI and does not exceed eighty percent (80%) of AMI. "Project" has the meaning ascribed to said term in the Recital. ........................ . Qualified Project Period" means a period beginning on the firstday on which temporary certificate(s) of occupancy (or its equivalent) have been issued for all Residential Units in the Project and ending on the date which is thirty (30) years thereafter. The Owner is authorized to use Exhibit "B" attached hereto to evidence the foregoing with respect to the Project. Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00074207.20 2 #78009092 v2 Packet Pg. 24 3.1.a "Residential Units" has the meaning ascribed to such term in the Recitals. "Retail Space" has the meaning ascribed to such term in the Recitals. "State" means the State of Florida. 2.2 Unless the context clearly requires otherwise, as used in this Agreement, words of the masculine, feminine or neuter gender shall be construed to include any other gender when appropriate and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. 2.3 The titles and headings of the sections of this Agreement have been inserted for convenience of reference only, and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof or be considered or given any effect in construing this Agreement or any provisions hereof or in ascertaining intent, if any question of intent shall arise. 3. Residential Units. The Owner hereby represents, covenants, warrants and agrees that, during the Qualified Project Period: 3.1 The Owner will construct, own, subject to Section 10, and operate the Residential Units in the Project for the purpose of providing a multifamily residential rental project, and all of the Residential Units shall be continually managed and operated as a multifamily residential rental property. 3.2 Each Residential Unit shall be contained in one or more buildings or structures located on the Land and shall be similarly designed, appointed and constructed (except as to unit dimensions, number of bedrooms and bathrooms), each of which will contain complete facilities for living, sleeping, eating, cooking and sanitation for an individual or a family, including a living area, a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a cooking range, refrigerator and sink, all of which are separate and distinct from the other units. 3.3 None of the Residential Units will at any time be (1) utilized on a transient basis, (2) used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, nursing home, hospital, sanitarium, rest home, trailer court or park, or (3) rented for initial lease periods of less than six months. No part of the Residential Units will, at any time during the Qualified Project Period, be owned or used by a cooperative housing corporation. The Residential Units may be included as part of a condominium (provided that all of the Residential Units are owned by Owner or its permitted assigns in accordance with Section 10). 3.4 All of the Residential Units will be rented or available for rent on a continuous basis to members of the general public, and the Owner will not give preference to any .particular class. or group of persons in renting the Residential Units, except to the extent that units are required to be leased or rented to Low -Income Tenants and Modest -Income Tenants and Owner may make up to 100% of the Residential Units available to Low -Income Tenants and Modest -Income Tenants 62 years of age and older. Low -Income Tenants and Modest -Income Tenants will have equal Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00074207.20 3 #78009092_v2 Packet Pg. 25 3.1.a access to and enjoyment of all common facilities associated with the Residential Units. The Owner will not discriminate against children of any age when renting the Residential Units. 3.5 The Owner shall not (i) demolish any part of the Project necessary for the operation of the Residential Units for its intended purposes or substantially subtract from any real or personal property of the Residential Units; or (ii) permit the use of the Residential Units for any purpose except rental residences in compliance with this Agreement. Nothing herein shall limit Owner from undertaking repairs necessary for making Residential Units available for occupancy. 3.6 The Owner shall maintain "all risk" property insurance on the Project at 100% of replacement cost, with deductible amounts which are commercially reasonably, consistent with other similar properties. 4. Low -Income Tenants and Modest -Income Tenants. Owner hereby represents, warrants and covenants as follows: 4.1 At all times during the Qualified Project Period, not less than fifty percent (50%) of all of the Residential Units in the Project, which represents approximately two hundred eighty- nine (289) Residential Units, shall be occupied by Low -Income Tenants; provided, however, during the first six (6) months from the beginning of the Qualified Project Period this requirement shall ._be. deemed . satisfied._ if- the .two ...hundred eighty-nine (289) Residential Units --are .occupied or reserved for occupancy by Low -Income Tenants. 4.2 At all times during the Qualified Period, all of the Residential Units not occupied by Lower -Income Tenants shall be occupied by Modest -Income Tenants; provided, however, during the first six (6) months from the beginning of the Qualified Project Period this requirement shall be deemed satisfied if two -hundred eighty-nine (289) Residential Units are occupied or reserved for occupancy by Modest -Income Tenants. 4.3 The Residential Units shall consist of approximately 110 studio units with an average size of approximately four hundred seventy (470) square feet ("Studio Units"), approximately 280 one bedroom one bathroom units with an average size of approximately six hundred forty (640) square feet ("One Bedroom Unit") and approximately 188 two bedroom two bath units with an approximate size of nine hundred forty (940) square feet ("Two Bedroom Units"). Approximately fifty percent (50%) of the One Bedroom Units and not less than five (5) of the Two Bedroom Units shall be occupied by Low -Income Tenants, but in no event shall the number of Residential Units occupied by Low -Income Tenants be less than fifty percent (50%) of all of the Residential Units. In addition, if more than five (5) of the Two Bedroom Units are occupied by Low -Income Tenants, such excess Two Bedroom Units shall be counted towards the percentage of One Bedroom Units required to be occupied by Low -Income Tenants hereunder. 4.4 The requirements of this Section 4 are separate and apart from any requirement that the Owner may elect to comply with under Miarni 2.1. 4.5 For purposes of Section 4.1 and Section 3.4, a unit occupied by an individual or family who at the commencement of the occupancy of such unit is a Low -Income Tenant shall be counted as occupied by a Low -Income Tenant during such individual's or family's tenancy in such unit, even though such individual or family ceases to be a Low -Income Tenant. However, such ADSLLP-00074207.20 4 #78009092 v2 Packet Pg. 26 3.1.a unit shall cease to be counted as occupied by a Low -Income Tenant upon a determination that the tenant's most recently reported income exceeds 140% of the Applicable Income Limit, In addition, a vacant unit that was occupied by a Low -Income Tenant shall be counted as occupied by a Low - Income Tenant until it is reoccupied other than a temporary period of not more than thirty-one (31) days, at which time the unit shall be considered to be occupied by a Low -Income Tenant only if the individual or family then occupying the unit satisfies the definition of a Low -Income Tenant. 4.6 For purposes of Section 4.2 and Section 3.4, a unit occupied by an individual or family who at the commencement of the occupancy of such unit is a Modest -Income Tenant shall be counted as occupied by a Modest -Income Tenant during such individual's or family's tenancy in such unit, even though such individual or family ceases to be a Modest -Income Tenant. However, such unit shall cease to be counted as occupied by a Modest -Income Tenant upon a determination that the tenant's most recently reported income exceeds 140% of the Applicable Income Limit. In addition, a vacant unit that was occupied by a Modest -Income Tenant shall be counted as occupied by a Modest -Income Tenant until it is reoccupied other than a temporary period of not more than thirty-one (31) days, at which time the unit shall be considered to be occupied by a Modest -Income Tenant only if the individual or family then occupying the unit satisfies the definition of a Modest -Income Tenant. 5. Reporting Requirements. During the Qualified Project Period: 5.1 Income Certifications in the form attached hereto as Exhibit "C" shall be obtained from each occupant (i) prior to the time of initial occupancy of such unit by such occupant, and (ii) no less frequently than once each calendar year thereafter. 5.2 The Owner shall file with the CRA, on or before the thirtieth day after the end of each calendar quarter (and if such day falls on a weekend or holiday, submission must be made the first business day after), copies of the Income Certifications specified in Section 5.1 hereof obtained by the Owner during the previous calendar quarter. 5.3 The Owner shall maintain complete and accurate records pertaining to the incomes of (as of the date of initial occupancy of each tenant and annually thereafter) and rentals charged to Low -Income Tenants and Modest -Income Tenants residing in the Residential Units, and shall permit during normal business hours and upon five business days' notice to the Owner, any duly authorized representative of the CRA to inspect the books and records of the Owner pertaining to the incomes of and rentals charged to all tenants residing in the Residential Units. Such inspection shall occur at the Project or another location in the County where Owner maintains such records. 5.4 The Owner shall prepare and submit to the CRA within thirty (30) days after the end of first calendar quarter after the beginning of the Qualified Project Period, and on or before the thirtieth day after the end of each calendar year (and if such day falls on a weekend or holiday, submission must be made the next business day after) thereafter, rent rolls for the Residential Units and a Certificate of Continuing Program Compliance in the form attached hereto as Exhibit " I?", executed by the Owner. If any such report indicates that the vacancy rate at the Residential Units is 10% or higher, the CRA shall be permitted during noiiiial business hours and upon five business days' notice to the Owner, to inspect all or some of the vacant Residential Units to determine to its reasonable satisfaction that such vacant units are ready and available for rental. ADSLLP-00074207.20 5 ##78009092 v2 Packet Pg. 27 3.1.a 5.5 No later than May 1st of each year during the Qualified Project Period, the Owner shall submit to the CRA a certification by an independent compliance agency which is selected by the Owner and reasonably acceptable to the CRA, evidencing compliance or non-compliance with the provisions of Section 4 of this Agreement during the prior calendar year. 5.6 In the event that the Owner fails to submit to the CRA the items which the Owner is required to submit under Sections 5.2, 5.4 and 5.5 above on or before the date required, the Owner shall be liable for the payment to the CRA of a late fee of $100.00 per day until such item is delivered, which amount shall be payable within ten business days of written notification from the CRA of the amount of such late fee. The failure of the Owner to timely pay a late fee shall be an event of default by the Owner under this Agreement. 5.7 If the certificate prepared by the independent compliance agency in accordance with Section 5.5 evidences that the Owner has failed to comply with the requirements of Section 4, then in such event the Owner shall pay to the CRA, as a penalty for non-compliance with such requirements, the sum of (i) $1,000 for the initial unit which is not in compliance, (ii) $2,500 for a second unit which is not in compliance, and (iii) $5,000 for each additional unit which is not in compliance, all determined on an annual basis, based upon such certificate. Amounts, if any, due from the Owner in accordance with this Section 5.7 shall be calculated annually as of each January 1 and paid by the Owner within thirty (30) days of issuance of the certificate in accordance with Section 5.5. The failure of the Owner to pay the amount due under this Section 5.7 shall be an event of default by Owner under this Agreement. 6. Indemnification. The Owner hereby covenants and agrees that it shall indemnify and hold harmless the CRA, the City of Miami, the County and their respective past, present and future officers, members, governing body members, employees, agents and representatives (any or all of the foregoing being hereinafter referred to as the "Indemnified Persons") from and against any and all losses, costs, damages, expenses and liabilities of whatsoever nature or kind (including but not limited to, reasonable attorneys' fees, litigation and court costs related to trial and appellate proceedings, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from or arising out of, the design, construction, installation, operation, use, occupancy, maintenance or ownership of the Project other than for matters arising from the negligent, illegal or unlawful acts or omissions of the Indemnified Persons, In the event that any action or proceeding is brought against any Indemnified Persons with respect to which indemnity may be sought hereunder, the Owner, upon timely written notice from any of the Indemnified Persons, shall assume the investigation and defense thereof, including the employment of counsel, reasonably acceptable to such Indemnified Persons, and the payment of all expenses for such counsel. The Indemnified Persons shall have the right to participate in the investigation and defense thereof and may employ separate counsel either with the approval and consent of the Owner at the sole cost of such Indemnified Persons, which consent shall not be unreasonably withheld, or in the event the Indemnified Persons reasonably determines that a conflict of interest exists between such Indemnified Persons and the Owner in connection therewith, in such event the Owner shall pay the reasonable fees and expenses of such separate counsel retained by Indemnified Persons and may terminate the counsel retained by Owner. 7. Fair Housing Laws. The Owner will comply with all fair applicable housing laws, rules, regulations or orders applicable to the Project and shall not violate any applicable laws ADSLLP-00074207.20 6 #78009092 v2 Packet Pg. 28 3.1.a related to discrimination on the basis of race, creed, color, sex, age or national origin in the lease, use or occupancy of the Project or in connection with the employment or application for employment of persons for the operation and management of the Project. All advertising and promotional material used in connection with the Project shall contain the phrase "Fair Housing Opportunity." 8. Tenant Lists. All tenants lists, applications, and waiting lists relating to the Residential Units ("Tenancy Information") shall at all times be kept separate and identifiable from any other business of the Owner which is unrelated to the Residential Units, and shall be maintained, as reasonably required by the CRA from time to time, in a reasonable condition for proper audit and subject to examination upon reasonable notice during business hours by representatives of the CRA in accordance with Section 5.3 hereof. Failure to keep the Tenancy Information or to make them available to the CRA will be a default hereunder. Owner shall not be required to maintain Tenancy Information for a period longer than five (5) years after collection. 9. Tenant Lease Restrictions. All tenant leases with respect to the Residential Units shall contain clauses, among others, wherein each individual lessee: 9.1 Certifies the accuracy of the statements made in the Income Certification; 9.2 .. Agrees. that . the .family income, family ...composition ___. and other.._ eligibility requirements shall be deemed substantial and material obligations of such lessee's tenancy; that such lessee will comply promptly with all requests for information with respect thereto from the Owner or the CRA, and that such lessee's failure to provide accurate information in the Income Certification or refusal to comply with a request for information with respect thereto shall be deemed a violation of a substantial obligation of such lessee's tenancy; and 9.3 Agrees not to sublease to any person or family who does not execute, and deliver to the Owner, an Income Certification. 10. Sale, Lease or Transfer of Residential Units. 10.1 The Owner shall not sell or otherwise transfer the Residential Units in whole or in part without providing written notice of the proposed transfer to the CRA not less than ten (10) days prior to the date the transfer is to occur. Prior to completion of construction of the Project, the CRA shall have approval rights of the proposed transferee, which approval shall not be unreasonably withheld, conditioned or delayed and which approval shall be given if the proposed transferee has the experience to complete the construction of the Project, provided, however, no approval of the CRA shall be shall be required with respect to (a) a lender taking title to the Residential Units subject to the terms of this Agreement following the enforcement of such lender's remedies, (b) the transfer of such Residential Units by a lender to an affiliate of such lender subject to the terms of this Agreement or (c) the transfer of such Residential Units by a lender or its ..affiliate to an unrelated third party purchaser subject to the teritts of this Agreement; provided, in each case, that the payment and performance bond satisfying the requirement of Section 5.1.2 of the Block 55 Restrictive Covenant dated as of the date hereof between the Owner and the CRA (the "Block 55 Restrictive Covenant") has been obtained and remains in full force and effect or sub -guard insurance policy, satisfying the requirement of Section 5.1.2 of the Block Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00074207,20 7 #78009092v2 Packet Pg. 29 3.1.a 55 Restrictive Covenant which has been approved by the CRA remains in full force and effect. After completion of construction of the Project the CRA shall not have approval rights with respect to such transfer and after completion of construction of the Project, Owner may sell or otherwise transfer the Residential Units in whole, but not in part, except as provided in Section 10.2, provided the purchaser or transferee shall execute an assumption of all of the duties and obligations of the Owner under this Agreement arising from and after the date of such transfer. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Residential Units in violation of this Section shall be null, void and without effect and shall be ineffective to relieve the Owner of its obligations under this Agreement. In the event that the purchaser or transferee shall assume the obligations of the Owner under this Agreement, the Owner shall be released from its obligations hereunder, other than its obligations under Section 5 hereof arising prior to such date of assumption. 10.2 Owner has advised the CRA that upon completion of the Project Owner anticipates submitting the Project to condominium form of ownership or vertically subdivided with separate portions of the Project being separate condominium units or separate vertically subdivided parcels (such condominium units or separate vertically subdivided parcels, each a "Parcel"). The CRA and the Owner agree that two (2) separate Parcels will be allowed to be created out of the Residential Units provided that at all times they are operated together. Owner will be permitted to convey the two (2) Parcels separately provided the owners of the two (2) Parcels each execute an assumption of all of the duties and obligations of Owner under this Agreement" arising from and after the date of such transfer and such purchasers acknowledge that they shall be jointly and severally liable for compliance with this Agreement. From and after such conveyance the term "Owner" shall refer to the owners of both Parcels. In addition, from and after such conveyance the two (2) Parcels comprising all of the Residential Units in the Project shall be treated together for compliance with all of the terms of this Agreement, including without limitation, the reporting requirements and the two (2) owners shall jointly retain a Manager for all of the Residential Units. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Residential Units in violation of this section shall be null, void and without effect, 10.3 Notwithstanding anything in this Section 10 to the contrary, the restrictions set forth above on the sale, transfer or other disposition or encumbrance of the Residential Units or any portion thereof shall not be applicable to any of the following: (i) leases of apartment units as contemplated by this Agreement; (ii) grants of utility related easements, service or concession related leases, declarations of condominium, declarations of covenants, reciprocal easement agreements or any other easements, including, without limitation, coin -operated laundry service leases and/or television cable easements affecting the Residential Units, providing same are granted in connection with the development and/or operation of the Residential Units as contemplated by this Agreement and the Block 55 Restrictive Covenant; (iii) any sale or conveyance to a condemning governmental authority as a direct result of the condemnation or a governmental taking or a threat thereof; (iv) any transfer pursuant to or in lieu of a foreclosure or any exercise of remedies ......(including,...without limitation, foreclosure) under any mortgage encumbering the Residential Units or under any pledge, collateral assignment or encumbrance of the membership interests of the Owner as security for any financing of the Residential Units; provided, that the purchaser acquires the Residential Units, subject to the terms of this Agreement; (v) any sale, transfer, or assignment of non -managing membership interest or addition of new non - managing members in the Owner, or any sale, transfer or assignment of direct or indirect Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00074207.20 8 ##78009092 v2 Packet Pg. 30 3.1.a membership interests in the Owner to a related entity (including without limitation to direct or indirect members of Owner); (vi) any pledge, collateral assignment or encumbrance of the direct or indirect membership interests of the Owner as security for any financing of the Residential Units, subject to (iv) above; (vii) the placing of a mortgage lien, assignment of leases and rents or security interests on or pertaining to the Residential Units if made expressly subject and subordinate to this Agreement; or (viii) any change in allocations or preferred return of capital, depreciation or losses or any final adjustment in capital accounts (all of which may be freely transferred or adjusted by Owner pursuant to Owner's operating agreement); (ix) any title encumbrance existing at the time the CRA conveys the Land to the Owner except for this Agreement and the Block 55 Restrictive Covenant between the Owner and the CRA or (x) any transfer after completion in accordance with Section 10.1 or Section 10.2. Any other transfer or lien granted by the Owner or its transferees shall be and remain subject to the restrictions contained herein. 11. Covenants to Run with the Land. This Agreement and the covenants, reservations and restrictions set forth herein shall be deemed covenants running with the land and, during the term of this Agreement as set forth in Section 12 hereof, shall pass to and be binding upon the Owner's assigns and successors and all subsequent owners of the Residential Units or any interest therein; provided, however, that upon the termination of this Agreement in accordance with the terms hereof said covenants, reservations and restrictions shall expire. Each and every contract, deed or other "instrument hereafter _executed covering or conveying the Residential Units or any portion thereof or interest therein shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments, 12. Term. This Agreement shall remain in full force and effect during the Qualified Project Period. 13. Burden and Benefit. The CRA and the Owner hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the Residential Units and run with the Residential Units. 14. CRA Goals. The CRA and the Owner hereby further declare their understanding and intent that the benefit of such covenants set forth herein touch and concern the Residential Units by enhancing and increasing the enjoyment and use of the Residential Units by Low -Income Tenants and Modest -Income Tenants, the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the public purposes contemplated by the Development Agreement. The Owner hereby expressly acknowledges that this Agreement is necessary to accomplish the CRA's public purpose and covenants and agrees that in connection with the construction, ownership and operation of the Residential Units, it shall comply with all terms and conditions of this Agreement. 15. .... Application of Insurance.. and Condemnation . Proceeds.... If, during the... Qualified Project Period, the Residential Units are damaged or destroyed or if all or a portion thereof is taken through eminent domain proceedings, or under threat thereof, proceeds from insurance on the Residential Units or any condemnation awards pertaining to such eminent domain proceedings shall be applied solely to the repair, reconstruction or replacement of the Residential Units except ADSLLP-00074207.20 9 #78009092_v2 Packet Pg. 31 3.1.a that any excess proceeds available after the Residential Units has been restored may be utilized by the Owner for other purposes. Notwithstanding the foregoing, if during the Qualified Project Period the holder of any mortgage encumbering the Residential Units requires the insurance proceeds or eminent domain proceeds, as applicable, to be applied to reduce the outstanding indebtedness and does not make same available to restore the Residential Units, or any portion thereof, then in such event, Owner shall not be required to restore the Residential Units so long as no portion of the Residential Units shall be permitted to be occupied and/or used until such time as all of the Residential Units are fully restored unless otherwise approved in writing by the CRA. 16. Remedies., Enforceability. The benefits of this Agreement shall inure to, and may be enforced by the CRA and its successors and assigns. If a material violation of any of the provisions hereof occurs or is attempted, the CRA may institute and prosecute any proceeding at law or in equity to abate, prevent or enjoin any such violation or attempted violation; and to compel specific performance hereunder, it being recognized that except set forth in Sections 5.6 and 5.7 the CRA cannot be adequately compensated by monetary damages in the event of the Owner's default. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of any party entitled to enforce the provisions hereof or to obtain relief against or recover for the continuation or repetition of such breach or violation or any similar breach or violation hereof at any later time or times. 17. Filing. Upon execution and delivery by the parties hereto, the Owner shall... cause this Agreement and all amendments and supplements hereto to be recorded and filed in the official public records of Miami -Dade County, Florida, and in such manner and in such other places as the CRA may reasonably request, and shall pay all fees and charges incurred in connection therewith. If the Owner has failed to make any such filing, the CRA may cause such document(s) to be filed. 18. Governing Law. This Agreement shall be governed by the laws of the State of Florida. 19. Assignment. The Owner shall not assign its interest in the Residential Units, except by writing and in connection with a transfer of the Residential Units in accordance with the provisions of Section 10 hereof. 20. Amendments. This Agreement shall not be amended, revised, or terminated except by a written instrument, executed by the parties hereto (or their successors in title), and duly recorded in the official public records for Miami -Dade County, Florida. 21. Notice. 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, sent by recognized overnight courier (such as Federal Express), or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to the Owner: Block 55 Owner, LLC 2901 Florida Avenue Suite 806 Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00O74207.20 10 #78009092_v2 Packet Pg. 32 3.1.a Coconut Grove, FL 33133 Attention: Michael Swerdlow With a copy (which shall not constitute notice or service of process) to: Bercow Radell Fernandez Larkin Tapanes PLLC Attention: Jeffrey Bercow, Esq. 200 S. Biscayne Boulevard Suite 850 Miami, FL 33131 With a copy (which shall not constitute notice or service of process) to: If to CRA: Alvarez & Diaz-Silveira LLP Attention: Real Estate Notices 355 Alhambra Circle Suite 1450 Coral Gables, FL 33134 SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Cornelius Shiver, Executive Director 819 NW 2nd Avenue, Third Floor Miami, FL 33136 With a copy to: William R. Bloom, Esq. Holland & Knight, LLP Suite 3300 701 Brickell Avenue Miami, FL 33131 And with a copy to: Staff Counsel Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue, Third Floor Miami, EL 33136 Notices personally delivered or sent via overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00074207.20 1 1 #78009092_v2 Packet Pg. 33 3.1.a 22. Severability. If any provision hereof shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 23. Multiple Counterparts. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. 24. No Third Party Beneficiary. The provisions of this Agreement are and will be for the benefit of Owner and CRA only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this Agreement. 25. Estoppel Certificates. From time to time the CRA will execute and deliver an estoppel certificate to Owner confirming the status of Owner's compliance with the terms and conditions of this Agreement within ten (10) business days of written request from Owner. The estoppel certificate shall state (i) that this Agreement is in full force and effect and has not been modified, supplemented or amended, or if there has been any modifications that this Agreement is in full force and effect as modified and identifying the modifications or if this Agreement is not enforceable, so state; (ii) whether the CRA has issued any written notice(s) of any default(s) by Owner under this Agreement which remain uncured, and if so, stating the nature of the default(s); and (iii) whether the CRA knows of any event with the giving of notice or passage of time, or both, would constitute a default by Owner under this Agreement. Any estoppel certificate required to be provided pursuant to this Agreement shall be made on behalf of the CRA by the executive director of the CRA. 26. Entire Agreement. Except for the Block 55 Restrictive Covenant, this Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, superseding and/or incorporating all prior or contemporaneous oral or written agreements (including, without limitation, that certain Block 55 Development Agreement by and between DRA and the CRA, as amended and assigned by DRA to the Owner) and there are no other agreements, representations or warranties with respect to the subject matter hereof other than as set forth herein and in the Block 55 Restrictive Covenant. [Remainder of page intentionally left blank] ADSLLP-00074207.20 12 #78009092_v2 Packet Pg. 34 3.1.a IN WITNESS WHEREOF, the CRA and the Owner have executed this Agreement by duly authorized representatives, all as of the date first set forth above. Witnesses: Print Name Print Name Approved for Legal Sufficiency By: William R. Bloom, Esq. Holland &.Knight, LLP Special Counsel SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to section 163.356, Florida Statutes By: Cornelius Shiver Executive Director Witnesses: BLOCK 55 OWNER, LLC, a Florida limited liability company Print Name Print Name By: SG Manager, LLC, its manager By: Michael Swerdlow Its Manager ADSLLP-00074207.20 ##78009092 v2 13 Packet Pg. 35 3.1.a STATE OF FLORIDA )SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of 111 physical presence or El online notarization, this day of September, 2020, by Cornelius Shiver, Executive Director of the Southeast OvertownlPark West Community Redevelopment Agency, on behalf of the Agency. He is personally known to me or has produced as identification. (SEAL) Notary Public — State of Commission Number: Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00074207.20 14 #78009092_v2 Packet Pg. 36 3.1.a STATE OF FLORIDA )SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of September, 2020, by Michael Swerdlow, as Manager of SG Manager, LLC, a Florida limited liability company, as manager of BLOCK 55 OWNER, LLC, a Florida limited liability company, on behalf of the limited liability companies. He is personally known to me or has produced as identification. (SEAL) Notary Public — State of Commission Number: ADSLLP-00074207.20 #78009092_v2 15 Packet Pg. 37 3.1.a EXHIBIT A LEGAL DESCRIPTION OF REAL ESTATE Lots 1 through 20, inclusive, of Block 55, North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", Page 41, of the Public Records of Miami -Dade County, Florida; less and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot 10 taken by the State of Florida Department of Transportation by Order of Taking recorded in Official Records Book 5349, at Page 129, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: Begin on the West line of said Lot 10 at a point 14.51 feet South 02 ° 6' 16" East from the Northwest comer thereof, said point being the beginning of a curve concave Southeasterly having a radius of 14.5 feet, thence from a tangent bearing of North 02°16'16" West run Northwesterly, Northerly and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest comer of said Lot 10, thence South 02°16'16" East 14.51 feet along the West line of said Lot 10 to the Point of Beginning. ALSO DESCRIBED AS: Lots 1 through 20, inclusive, of Block 55 North, Map of Miami, Dade Co. Fla, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; less and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot 10 taken by the State Of Florida Department Of Transportation by Order Of Taking recorded in Official Records Book 5349, Page 129, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: Begin on the West line of said Lot 10 at a point 14.51 feet South 02°16'16" East from the Northwest corner thereof, said point being the beginning of a curve concave Southeasterly having a radius of 14.5 feet, thence from a tangent bearing of North 02°16'16" West run Northwesterly, Northerly and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest comer of said Lot 10, thence South 02°16'16" East 14.51 feet along the West line of said Lot 10 to the Point Of Beginning. ADSLLP-00074207.20 #78009092v2 16 Packet Pg. 38 3.1.a EXHIBIT B FORM OF CERTIFICATE CONCERNING COMMENCEMENT AND TERMINATION OF QUALIFIED PROJECT PERIOD THIS CERTIFICATE is being executed pursuant to the provisions of the Housing Restrictive Covenant Agreement, dated as of September 2nd, 2020, (the "Agreement), among Southeast Overtown/Park West Community Redevelopment Agency (the "CRA") and Block 55 Owner, LLC, a Florida limited liability company (the "Owner"), in connection with those certain Residential Units (as defined in the Agreement) within the project located in Miami -Dade County located on real property described on Exhibit "A" hereto as such project is more particularly defined in the Agreement (the "Project"). The period for which the restrictions set forth in the Agreement are applicable to the Residential Units is referred to as the "Qualified Project Period" and is defined in the Agreement as follows: "Qualified Project Period" means a period beginning on the first day on which the last temporary certificate(s) of occupancy {or its equivalent) have been issued for all Residential Units within the Project and ending on the date which is thirty (30) years thereafter. To evidence the Qualified Project Period with respect to the Residential Units within the Project, the Owner certifies to the CRA the date on which the last temporary certificate of occupancy (or its equivalent) for all Residential Units within the Project was obtained on . Therefore, the Qualified Project Period began on and expires on (insert date 30 years later). Prior to the recording of this Certificate in the land records of Miami -Dade County, Florida, the Owner has supplied the CRA with documentation to establish the facts relating to the Residential Units set forth in this Certificate, which documentation has been found satisfactory to the CRA. Nothing in this Certificate is intended to modify the requirement of the Agreement that all Residential Units within the Project be rented as residential rental property or any other provision of the Agreement. Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00074207.20 17 #78009092_v2 Packet Pg. 39 3.1.a IN WITNESS WHEREOF, the Owner has caused this Certificate to be executed by its duly authorized representative as of this day of , 20_. BLOCK 55 OWNER, LLC, a Florida limited liability company By: SG Manager, LLC, its manager By: Name: Title: Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00074207.20 #78009092_v2 18 Packet Pg. 40 3.1.a STATE OF FLORIDA )S S: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of September, 20 , by , as of SG Manager, LLC, a Florida limited liability company, as manager of BLOCK 55 OWNER, LLC, a Florida limited liability company, on behalf of the limited liability companies. He is personally known to me or has produced as identification. (SEAL) Notary Public — State of Commission Number: Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00074207.20 #78009092_v2 19 Packet Pg. 41 3.1.a EXHIBIT A to Certificate Concerning Commencement and Termination of Qualified Project Period REAL PROPERTY DESCRIPTION Lots 1 through 20, inclusive, of Block 55, North, City of Miami, according to the Plat thereof, as recorded in Plat Book `B", Page 41, of the Public Records of Miami -Dade County, Florida; less and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot 10 taken by the State of Florida Department of Transportation by Order of Taking recorded in Official Records Book 5349, at Page 129, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: Begin on the West line of said Lot 10 at a point 14.51 feet South 02' 6' 16" East from the Northwest corner thereof', said point being the beginning of a curve concave Southeasterly having a radius of 14.5 feet, thence from a tangent bearing of North 02' 16' 16" West run Northwesterly, Northerly and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest corner of said Lot 10, thence South 02° 16' 16" East 14.51 feet along the West line of said Lot 10 to the Point of Beginning. ALSO DESCRIBED AS: Lots 1 through 20, inclusive, of Block 55 North, Map of Miami, Dade Co. Fla, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; less and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot 10 taken by the State Of Florida Department Of Transportation by Order Of Taking recorded in Official Records Book 5349, Page 129, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: Begin on the West line of said Lot 10 at a point 14.51 feet South 02° 16' 16" East from the Northwest corner thereof, said point being the beginning of a curve concave Southeasterly having a radius of 14.5 feet, thence from a tangent bearing of North 02° 16' 16" West run Northwesterly, Northerly and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest corner of said Lot 10, thence South 02° 16' 16" East 14.51 feet along the West line of said Lot 10 to the Point Of Beginning. ADSLLP-00074207.20 20 #78009092 v2 Packet Pg. 42 3.1.a EXHIBIT C CERTIFICATION OF TENANT ELIGIBILITY UTILIZE THIS FORM OR TENANT INCOME CERTIFICATION FORM, UTILIZED BY FLORIDA HOUSING FINANCE CORPORATION RE: [ [Address] Unit # Apartments The undersigned hereby (certify) (certifies) that: 1. This Income Certification is being delivered in connection with the undersigned's application for occupancy of apartment # [ 1 Apartments in Miami -Dade County, Florida. Capitalized terms not otherwise defined in this Certificate shall have the meanings ascribed to said terms in the Housing Restrictive Covenant Agreement. 2. List all occupants of the apartment, the relationship (if any) of the various occupants, their ages, and the total anticipated income, reasonably acceptable to the Southeast OvertownlPark West Community Redevelopment Agency for each person listed below during the 12-month period commencing with the date occupancy will begin. Name (a) (b) (c) (d) (e) (f) Annual Relationship Awe Income DEFINITION OF INCOME: Full amount, before payroll deductions, of wages, salaries, overtime, commissions, fees, tips and bonuses; net income from operation of a business or profession; interest and dividends and other net income from real or personal property; periodic payments from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic payments; payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay; public assistance income, where payments include amounts specifically designated for shelter and utilities; periodic and determinable allowances such as alimony and child support, and regular contributions or gifts from persons not residing in the dwelling; all regular and special pay and allowances of members of the Armed Forces (whether or not living in the dwelling) who are the head of the family or spouse; but excluding: casual, sporadic or irregular gifts; amounts which are specifically for reimbursement of medical expenses; lump sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses; amounts of ADSLLP-00074207.20 21 Housing Restrictive Covenant(78123590.2) (003) Packet Pg. 43 3.1.a educational scholarships paid directly to the student or the educational institution, and amounts paid by the government to a veteran for use in meeting costs of tuition, fees, books and equipment, but in either case only to the extent used for such purposes; special pay to a servicemen head of family who is away from home and exposed to hostile fire; relocation payments under Title II of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; foster child care payments; the value of coupon allotments for the purposes of food pursuant to the Food Stamp Act of 1964 which is in excess of the amount actually charged for the allotments; payments received pursuant to participation in ACTION volunteer programs; and income from the employment of children {including foster children) under the age of eighteen (18) years. 3. If any of the occupants listed in Section 2 has any savings, bonds, or equity in real property, or other forms of capital investment (but do not include necessary items such as furniture or automobiles) * enter the following amounts: * Include the value over and above actual consideration received, except in foreclosure or bankruptcy, of any asset disposed of for less than fair market value within two (2) years of the date of this Income Certification. (a) The total value of all such assets owned by all persons: $ (b) A percentage of the value of such assets based on the current passbook savings rate, as determined by HUD (applicable passbook savings rate %) $ ** If assets do not exceed $5,000 and resident is not a Lower Income Tenant, do not impute assets. (c) The amount of income expected to be derived from such assets in the 12 month period commencing with the occupancy of the unit: $ 4. RESIDENT'S STATEMENT: The information on this form is to be used to determine maximum income for eligibility. I/We have provided, for each person set forth in Section 2, either (a) an Employer's Verification of current anticipated annual income, if the potential occupant is currently employed, or (b) if the potential occupant is currently unemployed, such other evidence of current anticipated income as is consistent with income determinations under Section 8 of the United States Housing Act of 1937, as amended, (c) copies of the potential occupants' most recent Federal Income Tax Return, if a return was filed for the most recent year, or (d) such other information acceptable to Miami -Dade County Public Housing and Community Development Department to verify such income. I/We certify that the statements above are true and complete to the best of my/our knowledge and belief on the date hereof and are given under penalty of perjury. Name (a) (b) (c) (d) {e) (1) ADSLLP-00074207.20 Housing Restrictive Covenant(78123590.2) (003) 22 Date Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 Packet Pg. 44 3.1.a EXHIBIT D FORM OF CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE Witnesseth that on this day of , 20 , the undersigned (the "Owner"), does hereby certify to the Southeast Overtown/Park West Community Redevelopment Agency (the "CRA") that the Residential Units are in continuing compliance with the Housing Restrictive Covenant Agreement executed by the Owner and the CRA dated , 2020, and filed in the official public records of Miami -Dade County, Florida (including the requirement that all units be and remain rental units available for rent), that an Income Certification has been submitted for each new tenant of the Residential Units as required by the Housing Restrictive Covenant Agreement and that the same are true and correct to the best of the undersigned' s knowledge and belief. To the best of the undersigned's knowledge and belief, at all time during the previous calendar year the provisions of Section 4 of the Housing Restrictive Covenant Agreement were complied with. To the best of Owner' s knowledge and belief, no default has occurred under the Housing Restrictive Covenant Agreement, or, if a default has occurred, the nature of the default and the steps, if any, Owner has taken or proposes to take to correct such default are outlined on the Schedule attached hereto. As of the date of this Certificate, the following number of all of the Residential Units are occupied by Low -Income Tenants: As of the date of this Certificate, the number of all of the Residential Units are occupied by Modest -Income Tenants: Capitalized teiins not otherwise defined herein shall have the meanings ascribed to them in the Housing Restrictive Covenant Agreement. ADSLLP-00074207.20 23 Housing Restrictive Covenant(78123590.2) (003) Packet Pg. 45 3.1.a Number of 1- Bedroom Units Occupied by Low - Income Tenants Number of Studio Units Occupied by Low -Income Tenants Number of 2- Bedroom Units Occupied by Low - Income Tenants Total Number of Residential Units Occupied by Low - Income Tenants Percentage of 1- Bedroom Units Occupied by Low - Income Tenants Number of 1- Bedroom Units Occupied by Modest - Income Tenants Number of Studio Units Occupied by Modest -Income Tenants Number of 2- Bedroom Units Occupied by Modest - Income Tenants Total Number of Residential Units Occupied by Modest -Income Tenants BLOCK 55 OWNER, LLC, a Florida limited liability company By: SG Manager, LLC, its manager By: Name: Title: Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP,00074207.20 24 Housing Restrictive Covenant(78123590,2) (003) Packet Pg. 46 3.1.a ADSLLP-00074207.20 Housing Restrictive Covenant(78123590.2) (003) 25 Packet Pg. 47 3.1.a EXHIBIT B Form of Block 55 Restrictive Covenant Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00082410.9 9 #78088414v2 Packet Pg. 48 Prepared by: William R. Bloom, Esq. Holland & Knight LLP 701 Brickell Avenue, Suite 3300 Miami, FL 33131 BLOCK 55 RESTRICTIVE COVENANT THIS BLOCK 55 RESTRICTIVE COVENANT (the "Covenant") is made as of this 2nd day of September, 2020 by and between BLOCK 55 OWNER, LLC, a Florida limited liability company (the "Developer") and the SOUTHEAST OVERTOWNIPARK 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. C. The Developer has requested the CRA provide economic incentives to assist with the cost of developing the Project, as hereinafter defined, in view of the job creation and business opportunities that will result from the construction, development and operation of the Project and the affordable and workforce housing which will be created. D. In light of the affordable and workforce housing being created, job creation and business opportunities that will result from the construction, development and operation of the Project, the CRA is willing to provide certain economic incentives to assist Developer, subject to the terms and conditions as hereinafter provided. 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. Definitions. The following terms used in this Covenant shall have the following meanings: 2.1 "Architect" has the meaning ascribed to said term in Section 3.1. 2.2 "Assignment Notice" shall have the meaning ascribed to such term in Section 12.2.2. Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 ADSLLP-00077664.14 Packet Pg. 49 3.1.a 2.3 "Base Year" shall mean the calendar year preceding the calendar year in which the tax rolls for the County with respect to Property reflect an increase in the assessed value as a result of the Substantial Completion of the entire Project. For the avoidance of any doubt, should portions of the Project be completed and be on the tax rolls prior to Substantial Completion of the entire Project the assessed value of the Project for the Base Year shall be the assessed value for the land only, excluding the assessed value of any improvements. 2.4 "Bond Obligations" has the meaning ascribed to such term in Section 13.1. 2.5 "CDD" means the community development districted to be created with respect to the Property. 2.6 "CDD Statement" means the annual financial report of the CDD's financial statements by an independent auditor submitted by the CDD to the Florida Auditor General in accordance with Chapter 190, Florida Statutes. 2.7 "Change of Control" means (i) the transfer of more than fifty percent (50%) of the membership interests in the Developer, in one or a series of transactions, to an unrelated third party or parties in an arm's length transaction provided however, up to seventy five percent (75%) of the membership interest in Developer may be transferred in one or a series of transactions to- institutionalinvestorsand shall not be deemed a Change of Control hereunder provided Michael Swerdlow directly or indirectly maintains control of all decision making by Developer, except for Major Decisions; (ii) the transfer of more than fifty percent (50%) of the membership interests in Member, in one or a series of transactions, to an unrelated third party or parties in an ands length transaction provided however, up to seventy five percent (75%) of the membership interest in Member may be transferred in one or a series of transactions to institutional investors and shall not be deemed a Change of Control hereunder provided Michael Swerdlow directly or indirectly maintains control of all decision making by Member, except for Major Decisions; (iii) the transfer of more than fifty percent (50%) of the membership interests in Holdings, in one or a series of transactions, to an unrelated third party or parties in an arm's length transaction provided however, up to seventy five percent (75%) of the membership interest in Holdings may be transferred in one or a series of transactions to institutional investors and shall not be deemed a Change of Control hereunder provided Michael Swerdlow directly or indirectly maintains control of all decision making by Holdings, except for Major Decisions; (iv) the sale of any membership interest in Developer which results in Michael Swerdlow, directly or indirectly, not having control of all decision making by Developer, except for Major Decisions; (v) the sale of any membership interest in Member which results in Michael Swerdlow, directly or indirectly, not having control of all decision making by Member, except for Major Decisions; or (vi) the sale of any membership interest in Holdings which results in Michael Swerdlow, directly or indirectly, not having control of all decision making by Holdings, except for Major Decisions. For the avoidance of doubt, no transfer of membership interests in Developer, Member or Holdings that occurs by inheritance, device, bequest, transfer or operation of law upon the death or long-term incapacity of such member, or transfer by a member of its membership interest to a trust for family estate planning purposes shall be deemed a transfer of a membership interest. Further the pledge, collateral assignment or encumbrance of membership interests in Developer, Member and/or Holdings as security of a loan shall not be deemed a transfer of membership interests or Change of Control. Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 2 #78118405_v2 Packet Pg. 50 3.1.a The ownership interests in Developer, Member and Holdings as of the date of this Covenant is reflected on Exhibit "B" attached hereto. 2.8 "Children's Trust" means that certain independent special district authorized pursuant to Section 1.01.A.11 of the County Home Rule Charter and Section 125.901, Fla. Statutes, for the purpose of providing funding for children's services throughout the County. 2.9 "City" means the City of Miami, a municipal corporation of the State of Florida. 2.10 "City Approval" means the approval by the City Commission of the City of the CRA Budget for the applicable year, which CRA Budget includes the applicable Incentive Payment. 2.11 "City Targeted Areas" has the meaning ascribed to such term in Section 7.2.1(i)(c). 2.12 "Commencement of Construction Deadline" shall have the meaning ascribed to said term in Section 4.1. 4.1. in Section 7.9. 7.2.1, (i) in Section 8. Section 5.1.1. 213 "Completion" shall have the meaning _ascribed to said term in Section 4.1. 2.14 "Completion Date" shall have the meaning ascribed to said term in Section 2.15 "Compliance Monitoring Contract" has the meaning ascribed to such term 2.16 "Contractor(s)" shall have the meaning ascribed to said term in Section 2.17 "Construction Conditions Precedent" has the meaning ascribed to such term 2.18 "Construction Contract" shall have the meaning ascribed to said teen in 2.19 "Construction Wage Notice" has the meaning ascribed to such term in Section 7.3(iii). 2.20 "Construction Wage Rate Penalty" has the meaning ascribed to such term in Section 7.6. 2.21 "County" means Miami -Dade County, a political subdivision of he State of Florida. Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP OOO77664.16 3 ##78118405_v2 Packet Pg. 51 3.1.a 2.22 "County Approval" means the approval by the Board of County Commissioners of the County of the CRA Budget for the applicable year, which includes the applicable Incentive Payment. 2.23 "County Code" means the Miami -Dade County Code, as same may be amended from time to time. 2.24 "County Targeted Areas" has the meaning ascribed to such term in Section 7.2.1(i)(e). 2.25 "CRA" shall have the meaning ascribed to the teen in the Recitals. 2.26 CRA Budget Approval" means the approval by the CRA Board of the annual CRA Budget which includes a line item for the Incentive Payment for the applicable year. 2.27 "CRA Board" means the Board of Commissioners of the CRA. 2.28 "CRA Budget" means the annual budget for the operation of the CRA approved by the CRA Board, subject to City Approval and County Approval. Section 3.1. 2.29 "CRA Space" shall have the meaning ascribed to said term in Section 23. 2.30 "Design Documents" shall have the meaning ascribed to said term in 2.31 "Developer" shall have the meaning ascribed to such tern in the Recitals. 2.32 by all parties hereto. Section 14.7. "Effective Date" means the date of execution and delivery of this Covenant 2.33 "Enforcement Action" shall have the meaning ascribed to such term in 2.34 "Erroneous Hourly Wage Payment" has the meaning as ascribed to such term in Section 7.6. 2.35 "Erroneous Responsible Wage Payment" shall have the meaning ascribed to such term in Section 7.7. 2.36 "Executive Director" has the meaning ascribed to said tern in Section 3.3. 2.37 "Extension Interlocal Agreement" means that Interlocal Agreement between the City, the County and the CRA with respect to the extension of the life of the CRA through March..31 _2042. 2.38 "General Contractor" means the general contractor engaged by the Developer to construct the Project. Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 4 #78118405_v2 Packet Pg. 52 3.1.a 2.39 "Global Agreement" means that certain Interlocal Agreement between the City, the County, the CRA and the Omni Community Redevelopment Agency dated as of December 31, 2007, as amended from time to time. 2.40 "Grant Obligations" shall have the meaning ascribed to such term in Section 13.1. 2.41 "Gross Sales Price" means the gross sales price paid and value of all other consideration received by the Developer or its members, as applicable. 2.42 "Holdings" means Block 55 Holdings, LLC, a Florida limited liability company. 2.43 "Incentive Payment" shall have the meaning ascribed to such term in Section 12.2.1 2.44 "Incremental TIF" shall mean, for each tax year, the tax increment revenues, if any, actually received by the CRA from the County and City with respect only to the Project, excluding the land and the Residential Units, after Substantial Completion of the entire Project after deduction for any (i) allocable administrative charges imposed by the County and the City (but not administrative costs associated with the operation of the CRA), (ii) all allocable charges and/or payments to or for the benefit of the Children's Trust, (iii) other adjustments to the assessed value of the Project made by the City and/or County as a result of challenges or tax contests with respect to the assessed value of the Project, and (iv) any payments that the CRA is required to make to the City and the County under the terms of the Global Agreement, if any. 2.45 "Job Fair" shall have the meaning ascribed to said teen in Section 24. 2.46 "Laborer Non -Compliance Funds" has the meaning ascribed to said term in Section 7.5.3(a). 2.47 "Living Wage Notice" has the meaning ascribed to said term in Section 7.3(i). 2.48 "Laborer Participation Requirement" has the meaning ascribed to said term in Section 7.2.1(i). 2.49 "Local Labor Workforce" has the meaning ascribed to said term in Section 7.2.1(i). 2.50 "Major Decisions" shall mean decisions to be made by the Developer which require the approval of the holders of more than fifty percent (50%) of the membership interests in Developer (or the holders of more than fifty percent (50%) of the membership interests in Holdings if Holdings controls, directly or indirectly, Developer), including, but not limited to, approving the terms of the construction loan and/or permanent financing for Project; the decision to sell an interest in the Project; the terms of major leases at the Project; actions or decisions not in accordance with an approved budget or an approved business plan; and similar major decisions Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 5 4781184O5_v2 Packet Pg. 53 3.1.a customarily included in limited liability company operating agreements for projects of a similar nature where the members are institutional investors. 2.51 "Member" means Block 55 Member, LLC, a Florida limited liability company. 2.52 "Minimum Hourly Construction Wage Rate" shall have the meaning ascribed to such term in Section 7.3{i). 2.53 "Monetary Award" shall have the meaning ascribed to such term in Section 7.6. 2.54 "Notices" shall have the meaning ascribed to such term in Section 10. 2.55 "Office Component" shall have the meaning ascribed to said term in Section 3.1. 2.56 "Office Space" shall have the meaning ascribed to said term in Section 22. 2.57 "Overtown" has the meaning ascribed to such term in Section 7.2.1(i)(b). 2.58 "Parking Garage" has the meaning ascribed to said term in Section 3.1 2.59 "Participation Requirements" shall have the meaning ascribed to said term 2.60 "Participation Reports" shall have the meaning ascribed to such term in 2.61 "Payment and Perfoiiflance Bond" shall have the meaning ascribed to said term in Section 5.1.2. 2.62 "Plans" shall have the meaning ascribed to such term in Section 3.2. in Section 7.2. Section 7.5.1. 2.63 "Principal Place of Business" means the location of the primary office or central office of a Contractor. If the Contractor has only one business location, such business location shall be its Principal Place of Business. Confirmation of the Subcontractor's Principal Place of Business may be evidenced by a valid business tax receipt issued by Miami -Dade County. 2.64 "Project" shall have the meaning ascribed to such term in Section 3.1. 2.65 "Property" has the meaning ascribed to such term in the Recitals. 2.66 "Redevelopment.... Area'.'... has ...the ....meaning .... ascribed ....to...such ....term in Section 7.1(b). 2.67 "Resident" shall mean a natural person that has established a legal residence within an applicable area not less than six {6) months prior to said individuals receipt of such identification issued by the General Contractor for the Project necessary to access the Property Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP.00077664.16 6 #78118405_v2 Packet Pg. 54 3.1.a during the erection of the Project. A Resident's "legal residence" shall be evidenced by (i) government issued, picture ID (i.e. driver's license, U.S. Passport, etc.) and (ii) any of the following documents: (a) a deed, monthly mortgage statement, mortgage payment booklet, or residential rental/lease agreement; (b) Florida voter registration card; (c) Florida vehicle registration, (d) a sworn affidavit from a head of household attesting to said individual's residence within the such household located within a Target Area; (e) a utility bill confirming the address not more than sixty (60) days old; or (f) such other document evidencing such natural person's legal residence deemed equivalent to the foregoing in the sole discretion of the Executive Director. 3:1. Section 7.4(i). 2.68 "Residential Units" shall have the meaning ascribed to said term in Section 2.69 "Responsible Wage" has the meaning ascribed to such term in 2.70 "Responsible Wage Notice" shall have the meaning ascribed to such term in Section 7.4(iii). in Section 7.7. Section 5. 6.1. 2.71 "Responsible Wage Penalty" shall have the meaning ascribed to such term 2.72 "Restricted Rental Units" shall have the meaning ascribed to such term in 2.73 "Retail Space" shall have the meaning ascribed to said term in Section 3.1. 2.74 "Sawyer's Walk" shall have the meaning ascribed to said term in Section 2.75 "Schedule" shall have the meaning ascribed to such term in Section 7.4(i). 2.76 "Skilled Construction Workforce" has the meaning ascribed to said term in Section 7.2.2(i). 2.77 "Skilled Laborer Non -Compliance Funds" has the meaning ascribed to such term in Section 7.5.4(a). 2.78 "Skilled Laborer Participation Requirement" has the meaning ascribed to said term in Section 7.2.2(i). 2.79 "Subcontractor" means a contractor engaged by the General Contractor or by any other contractor to provide labor material or services in connection with the construction of the Project. For the avoidance of any doubt, the term Subcontractor includes sub -Subcontractors at all levels who contract to provide labor material or services in connection with the construction of the Project. 2.80 "Subcontractor Participation Requirement" has the meaning ascribed to said term in Section 7.2.3(i). Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 7 #78118405_v2 Packet Pg. 55 3.1.a 2.81 "Subcontractor Non -Compliance Funds" has the meaning ascribed to said term in Section 7.5.2(a). 2.82 "Substantially Completed" or "Substantial Completion," or words of like import, means that a temporary or permanent certificate of occupancy, or its equivalent, has been issued by the City for all of the residential units comprising the Project and a certificate of completion, or its equivalent, for the commercial space and any office space included in the Project. For the avoidance of doubt, substantial completion does not include Tenant Improvements for the commercial space or the office space. Areas. 2.83 "Target Area" means the City Targeted Areas and the County Targeted 2.84 "Tax Assessor" means the Miami -Dade County Property Appraiser. 2.85 "Tenant Improvements" means the build -out of the tenant improvements with respect to commercial space and office space on behalf of a tenant for any commercial or office portion of the Project. 2.86 "Unavoidable Delay" shall have the meaning ascribed to said term in Section 4.1. 2.87 "Vertical Construction" shall have the meaning ascribed to said term in Section 4.1. 2.88 "Term" shall mean the period commencing on the Effective Date of this Covenant and terminating upon the expiration of the life of the CRA which currently is set to expire on March 31, 2030, as same may be extended with the approval of the CRA Board, the City Commission of the City and the Board of County Commissioners of the County in accordance with all applicable laws to March 31, 2042 pursuant to the Extension Interlocal Agreement. 2.89 "TIF Agreement" has the meaning ascribed to said term in Section 13.3. 3. Project. 3.1 Description of the Project. The project (the "Project") shall be a mixed use development to be located on the Property consisting of (i) not less than five hundred seventy-eight (578) residential units, which may be located in one or two subdivided tax parcels (collectively, the "Residential Units", and each such tax parcel, a "Residential Component"), (ii) not less than 250,000 rentable square feet of retail/restaurant/entertainment uses, of which not less than 30,000 rentable square feet shall consist of street level retail use along NW 2nd Avenue and NW 6th Street, (collectively, the "Retail Space") and a portion of which may consist of office space (the "Office Component").;. (in) a minimum 925 parking spaces, but In any event not less than the. number .of parking spaces required under applicable law (the "Parking Garage" and together with each Residential Component, the Retail Space and the Office Component, each a "Component"); and (iv) the development of Sawyer's Walk, as hereinafter defined, all as more particularly shown on the design development documents prepared by Arquitectonica International Corporation, Inc. (the "Architect") identified on Exhibit "C" (the "Design Documents"). Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 8 #78118405 v2 Packet Pg. 56 3.1.a 3.2 Plans and Specifications. The Developer shall cause the Architect to prepare plans and specifications for the construction of the Project which shall be of sufficient detail to allow Developer to apply for a building permit, which plans and specifications shall be substantially consistent with the Design Documents (the "Plans"). 3.3 Development Developer covenants and agrees to develop the Project substantially in accordance with the Plans, subject to any modifications required by the City of Miami in connection with the issuance of the building permit for the Project. Developer shall submit any material variation to the Plans to the Executive Director for approval, which approval shall not be unreasonably withheld, conditioned or delayed and which approval shall be given if the variations to the Plans are in accordance with the spirit and intent of the Design Documents, in all material respects. The executive director of the CRA (the "Executive Director") may only disapprove any proposed material variations to the Plans if such proposed variations are not in accordance with the spirit and intent of the Design Documents in all 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 analyze the Plans. The Executive Director shall have ten (10) days from the receipt of the request for approval of any material variation to the plans to approve or disapprove same. If the Executive Director fails to respond in such ten (10) day period, the material variations to the Plans shall be deemed approved. In the event of disapproval, the Executive Director shall specify the reason for disapproval in writing and in reasonable detail. In the event of disapproval, the Developer shall modify the Plans, as appropriate, to address the comments and concerns of the Executive Director to cause the Plans to be in accordance with the spirit and intent of 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. In the event of any disapproval, the Executive Director and Developer shall in good faith, attempt to resolve any disputes regarding the proposed variations. If the Executive Director has rejected the Plans two (2) times the Developer may elect to submit such dispute to the CRA Board, for resolution, which resolution shall be binding on the parties. 3.4 DEVELOPMENT IN ACCORDANCE WITH PLANS. Developer covenants and agrees to develop the Project substantially in accordance with the Plans. 3.5 Certificate Evidencing Compliance. Upon Developer obtaining a building permit for the Project based upon the Plans complying with Section 3.2, as same may be modified as permitted pursuant to Section 3.3, at the request of the Developer, the Executive Director shall execute a certificate in recordable form confirming that the Plans comply with the requirements of this Covenant. 4, DEVELOPMENT TIMEFRAME 4.1 Commencement and Completion of the Project. The Developer must commence "Vertical Construction" (defined as physical structures, inclusive of the excavation work for installing the foundation system, actually being constructed on the Project pursuant to the building permit) on or before September 2, 2021 (the "Commencement of Construction Deadline"), time being of the essence. The Developer shall complete the Project, including Sawyer's Walk, as hereinafter defined, substantially in accordance with the Plans as evidenced by Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLI.P-00077664.16 9 #78118405 J2 Packet Pg. 57 3.1.a temporary or permanent certificates of occupancy for all of the Residential Units included in the Plans and temporary certificates of completion (or their equivalent) (with cold and dark shells for their interiors) for all other components of the improvements comprising the Project as reflected on the Plans ("Completion") on or before thirty (30) months from the Commencement of Construction (the "Completion Date"). The Commencement of Construction Deadline and the Completion Date shall automatically be extended one day for each day of Unavoidable Delays. The term "Unavoidable Delay" means actual delays to the commencement of Vertical Construction and actual delays in completion of the Project due to area wide strikes, acts of God, public health emergencies, pandemics, epidemics, floods, hurricanes, casualties, fire, acts of the public enemy and governmental moratoria. The term Unavoidable Delay shall not include any delays caused by any other source, including, but not limited to, any governmental entity acting in its proprietary or regulatory capacity {other than an exercise of the right of eminent domain or quarantine) or delay caused by lack of funds. To the extent that the Developer believes an Unavoidable Delay has occurred, the Developer shall provide written notice to the Executive Director within ten (10) days after the date the Developer first becomes aware of such claimed Unavoidable Delay and the anticipated duration, if known. Developer shall also advise Executive Director, in writing, when Developer claims the claimed Unavoidable Delay has ended. If Developer and the Executive Director disagree as to whether an Unavoidable Delay has occurred and/or the length of any Unavoidable Delay and the parties are not able to agree with thirty (30) days of the first occurrence of such dispute either party may submit the dispute to CRA Board, for resolution, which resolution shall be binding on the parties. 4.2 Extension of Vertical Construction Deadline. Developer shall have the right to extend the Commencement of Construction Deadline, as extended for Unavoidable Delay, for up to twelve (12) months by paying to the CRA Twenty Thousand and No/100 Dollars ($20,000.00) per month for each monthly extension on or before the then Commencement of Construction Deadline, as same may be extended as a result of Unavoidable Delay. For the avoidance of doubt, the Developer shall not have any obligation to pay the CRA for any extension of the Commencement of Construction Deadline caused by Unavoidable Delay. The CRA agrees that a lender providing financing for the Project may exercise the Developer's right to extend pursuant to this Section 4.2 subject to the terms hereof by giving written notice thereof to the Developer and the CRA and paying the applicable monthly extension fee(s). 4.3 Extension of Completion Date. Developer shall have the right to extend the Completion Date, as same may be extended as result of Unavoidable Delay, for twelve (12) periods of thirty (30) days each by paying to the CRA Twenty Thousand and No/100 Dollars ($20,000.00) for each such thirty (30) day extension on before the then Completion Date as same may have been extended as a result of Unavoidable Delay. For the avoidance of doubt, the Developer shall have no obligation to pay the CRA for any extension of the Completion Date caused by Unavoidable Delay. The CRA agrees that a lender providing financing for the Project may exercise the Developer's right to extend pursuant to this Section 4.3 subject to the terms hereof by giving written notice thereof to the Developer and the CRA .and paying the applicable .monthly .extension fee(s). 4.4 Failure to Comply with Commencement of Construction Deadline. If the Developer fails to commence Vertical Construction of the Project on or prior to the Commencement of Construction Deadline, as automatically extended one day for each day of Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 10 #78118405_v2 Packet Pg. 58 3.1.a Unavoidable Delay and as same may be extended in accordance with Section 4,2, the Developer shall pay the CRA, as liquidated damages, Five Thousand and No/100 Dollars ($5,000.00) per day for each day after Commencement of Construction Deadline, as same may be extended, until commencement of Vertical Construction. Such amount shall be due and payable to the CRA within thirty (30) days after Developer has achieved Vertical Construction. 4.5 Failure to Complete the Project. If the Developer has not achieved Completion on or prior to the Completion Date, as automatically extended one day for each day of Unavoidable Delay, and as same may be extended in accordance with Section 4.3, the Developer shall pay to the CRA, as liquidated damages, Five Thousand and No/100 Dollars ($5,000.00) per day for each day from Completion Date, as same may be extended, until Completion. 4.6 Certificate Evidencing Completion. Upon Developer achieving Completion and complying with all the requirements of Section 3.3, the Executive Director shall execute and deliver to the Developer a certificate in recordable form confirming that Developer has complied with the Commencement of Construction Deadline and completed the Project in accordance with the requirements of Section 4.1 on or before the Completion Date, as same may be extended as a result of Unavoidable Delay and as same may be extended pursuant to the term of Section 4.4. 5. REQUIREMENTS PRIOR TO VERTICAL CONSTRUCTION. 5.1 Prior to Commencement of Vertical Construction, the Developer shall comply with the following: 5.1.1 Construction Contract. Enter into the construction contract for the Project (the "Construction Contract") with the General Contractor, which Construction Contract shall include the obligation of the General Contractor to comply with the requirements set forth in Sections 7.1, 7.2, 7.3, 7.4, 7.5, 7.6, 7.7, 7.8, and 7.10 of this Covenant and achieve Completion within thirty (30) months from Commencement of Vertical Construction, as extended one day for each day of Unavoidable Delay, 5.1.2 Payment and Performance Bond. Cause to be obtained payment and performance bonds in the form of AIA Document 312 (2010 Edition) in an amount equal to one hundred percent (100%) of the amount of the Construction Contract for construction of the Project, which shall be issued by a surety having a credit rating of "A" or higher with a financial size category rating of VII or higher in the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey (the "Payment and Performance Bond"). In lieu of providing Payment and Performance Bond, Developer shall have the option of providing a sub - guard insurance policy provided the General Contractor is Coastal Construction Group of South Florida Inc, or another general contractor of substantially equivalent reputation and net worth, and the Executive Director approves the amount of the sub -guard policy, the deductibles under the sub - guard policy the forth of the sub -guard policy, and the company providing the policy in the sole and reasonable discretion of the Executive Director. ADSLLP-00077664.16 1 1 #t78118405 v2 Packet Pg. 59 3.1.a 6. SAWYER' S WALK 6.1 As part of the Project, Developer, at its sole cost and expense, subject to obtaining all necessary permits and approvals from the City of Miami, shall develop the right of way adjacent to the North side of the Property in the location of NW 7th Street between NW 2nd Avenue and NW 3rd Avenue, in accordance with the Plans (the "Sawyer's Walk"). Developer acknowledges that the Sawyer's Walk is a public pedestrian walkway. The CRA agrees to not object to the Developer's efforts to obtain any and all City design approvals and permits related to the proposed improvements to Sawyer's Walk and not to object to the Developer's efforts to maintain business kiosks and seating for patrons of the Project within Sawyer's Walk provided that such uses do not impair the use of Sawyer's Walk for CRA, City and County events. 6.2 Upon Completion of the Project, including, Sawyer's Walk, the Developer, at its sole cost and expense, shall be obligated to maintain Sawyer's Walk in good condition and repair, substantially in its condition as of Completion, notwithstanding the fact that Sawyer's Walk is a public pedestrian walk way, for a period of thirty (30) years from Completion. In the event Developer seeks to enter a public benefit agreement with the City pursuant to Article 3, Section 3.14.2, of Miami 21, wherein the City (1) accepts the capital contribution of improvements to Sawyer's Walk as a contribution in lieu of park impact fees, and (2) accepts the maintenance as a Public Parks and Open Space public space benefit for bonus height and/or FLR, the CRA shall not object to such agreement(s) and the Developer's efforts related thereto. 6.3 Developer acknowledges that the CRA does not own Sawyer's Walk and that the CRA has no right to grant Developer and its successor and assigns any right to utilize Sawyer's Walk in connection with the operation of the Project. 7. MINORITY AND WOMEN'S PARTICIPATION AND EQUAL EMPLOYMENT OPPORTUNITY. 7.1 Minority And Women's Participation And Equal Employment Opportunity. In connection with construction of the Project, the Developer agrees that it and its general contractor will: a. Take good faith commercially reasonable 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; A,DSL,L.P-00077664. L6 #78118405_v2 12 Packet Pg. 60 3.1.a 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; f. 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 6. g. 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. 7.2 Participation Requirements. The Developer agrees to comply with the following subcontractor participation requirements and -laborerparticipation-. requirements (the "Participation Requirements") with respect to the construction of the Project: 7.2.1 Local Labor Workforce Participation. (i) Developer shall require the General Contractor and all Subcontractors (collectively, the "Contractors") performing work in connection with the Project to employ local unskilled laborers who reside within the County (the "Local Labor Workforce"). This requirement shall be deemed satisfied if Contractors, in aggregate, hire thirty percent (30%) of the Local Labor Workforce (measured in terms of the total number of man hours worked by new and existing unskilled laborers who are Residents of the County and the total man hours worked by new and existing unskilled laborers) ("Laborer Participation Requirement") with the following hiring priorities: (a) first, to City Residents living within the boundaries of the Redevelopment Area as more particularly shown on the sketch attached as Exhibit "D"; (b) second, to City Residents living within the boundaries of the Overtown community, as shown on the sketch attached as Exhibit "E" ("Overtown"), which community encompasses part of zip code 33136, excluding the Redevelopment Area; (c) third, to City ...Residents ...living ... within.... zip.. codes. 33127, 33128, 33130, 33136, 33142, 33125, 33135, 33150 and the West Coconut Grove, excluding the Redevelopment Area and Overtown (the "City Targeted Areas"); (d) fourth, to City Residents residing outside of the Redevelopment Area, Overtown and the City Targeted Areas; Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 #78118405 v2 13 Packet Pg. 61 3.1.a (e) fifth, to County Residents residing outside of the City in zip codes 33010, 33030, 33034, 33054, and 33161 (the "County Targeted Areas"); and (f) Sixth, to County Residents residing outside of the City and the County Targeted Zip Codes. (ii) The Laborer Participation Requirement shall not be deemed or construed to require Contractors to hire employees who do not comply with OSHA requirements, drug testing requirements and insurance company requirements; however, neither Contractors nor their agents will solicit information from potential laborers regarding their criminal record at time of initial application and any evidence of past criminal acts committed by a such laborer of which a Contractor or its agent becomes apprised shall not automatically disqualify such laborer from Project related employment, but shall be evaluated on a case by case basis in accordance with the standards set forth in Exhibit "F". Any aforementioned hiring requirements shall not relieve the Developer from its obligation to satisfy the Laborer Participation Requirement with respect to the Project. (iii) The Developer shall require Contractors to maximize the Local Labor Workforce performed by Residents of the County in keeping with the hiring priorities outlined above. 7.2.2 Skilled Construction Workforce Participation. (i) Developer shall require all Contractors performing work in connection with the Project to employ local skilled laborers who reside within the County (the "Skilled Construction Workforce") of not less than ten percent (10%) of the skilled labor utilized by Contractors (measured on terms of total number of skilled man hours worked by new and existing skilled laborers who are Residents of the County and the total number of skilled man hours worked by new and existing skilled laborers (the "Skilled Laborer Participation Requirement") with the following hiring priorities: (a) first, to City Residents living within the boundaries of the Redevelopment Area; (b) second, to City Residents living within the boundaries of Overtown, excluding the Redevelopment Area; (c) third, to City Residents living in the City Targeted Areas, excluding the Redevelopment Area and Overtown; (d) fourth, to be City Residents residing outside of the Redevelopment Area Overtown and the City Targeted Areas; (e) Areas residing outside the City; and (l} and the County Targeted Areas. ADSLLP-00077664.16 #78118405v2 fifth, to County Residents of the County Targeted sixth, to County Residents residing outside the City 14 Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 Packet Pg. 62 3.1.a c (ii) The Skilled Laborer Participation Requirement shall not be deemed or construed to require Contractors to hire employees who do not comply with OSHA requirements, drug testing requirements and insurance company requirements; however, neither the Contractors nor their agents will solicit information from potential skilled laborers regarding E their criminal record at the time of initial application and any evidence of past criminal acts committed by such skilled laborer of which such Contractor or its agent becomes apprised shall not automatically disqualify such skilled laborer from Project -related employment, but shall be considered on a case -by -case basis in accordance with the standards set forth in Exhibit "E". Any Q aforementioned hiring requirements shall not relieve Developer from its obligation to comply with o the Skilled Laborer Participation Requirement with respect to the Project. (iii) The Developer shall require Contractors to maximize the Skilled Labor Workforce performed by Residents of the County in keeping with the hiring priorities outlined above. E 7.2.3 Construction Subcontractor Participation. 0 E (i) Developer shall require the General Contractor to have not less than twenty percent (20%) of the Subcontractors for the Project (the "Subcontractor Participation Requirement") (which 20% shall be calculated based upon the dollar amount paid w to Subcontractors_ whose principal place of business is located withintheCounty and the total s dollar amount paid to all Subcontractors for construction of the Project),to have their principal place of business in the County, in accordance with the following geographic hiring priorities: c (a) first, to Subcontractors, having their principal place of business located within the Redevelopment Area; ap .c (b) second, to Subcontractors, having their principal a, place of business located within the boundaries of Overtown, but outside the Redevelopment Area; a, (c) third, to Subcontractors, having their principal place of business located within the City Targeted Zip Codes, but outside the Redevelopment Area and Overtown; c (d) fourth, to Subcontractors, having their principal place of business located within the City but outside of the Redevelopment Area, Overtown and the City Targeted Zip Codes; {e) fifth, to Subcontractors, having their principal place of business is located in the County Targeted Areas, but outside the City; and (f) sixth, to Subcontractors, having their principal placeof. businesslocatedin the..C.ounty.but outside .the .City ..and .. the. County .Targeted .Areas. (ii) The Developer shall require the General Contractor to have the work performed by Subcontractors based upon their principal place of business in keeping with the geographic hiring priorities outlined above; provided, however, that nothing contained herein shall require such General Contractor to hire a Subcontractor from within the County that Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 #78118405_v2 15 Packet Pg. 63 3.1.a does not possess the necessary skills and qualifications required by such General Contractor for the scope of employment. The fact that some potential Subcontractors are not retained because they do not possess the necessary skills and qualifications required by the General Contractor shall not relieve the Developer from its obligation to comply with the Subcontractor Participation Requirement with respect to the Project. 7.3 Minimum Hourly Construction Wage Rate. (i) Until Completion of construction of the Project, Contractors shall pay a minimum hourly wage rate required by Section 2-8.9 of the Miami -Dade County Code for employees working on the construction of the Project, as such rates may be revised by the County annually (the "Minimum Hourly Construction Wage Rate"), which Minimum Hourly Construction Wage Rate shall be increased annually to an amount equal to the amount set forth in the living wage notice published by the County (the " Living Wage Notice"), which increase shall be as effective as of the due set forth in the Living Wage Notice. Developer acknowledges that based upon the Living Wage Notice published by the County, effective from October 1, 2019 to September 30, 2020, the Minimum Hourly Construction Wage Rate applicable to the Project as of the Effective Date would be $13.83 per hour with qualified health benefits valued at least $2.00 per hour, otherwise $15.83 per hour, which rates shall be adjusted annually. The actual Minimum Hourly Construction Wage Rate shall be set forth in the Living Wage Notice(s) published by the County, from time to time, during the period of constructionof- the Proj ect. (ii) All Contractors shall include the same Minimum Hourly Construction Wage Rate in all contracts and in all subcontracts entered into by such Contractors, which contracts and subcontracts shall require such Contractors to stipulate and agree that they will pay the Minimum Hourly Construction Wage Rate, subject to adjustment, as set forth in Section 7.3(i), (iii) The General Contractor shall be required to post a notice of the Minimum Hourly Construction Wage Rate at prominent locations throughout the Property (the "Construction Wage Notice"). The Construction Wage Notice shall, at minimum, advise workers at the Project of the Minimum Hourly Construction Wage Rate required to be paid by all Contractors, the person to contact to initiate a grievance, and the penalties for non-compliance. The foinl of Construction Wage Notice shall be subject to the approval of the Executive Director prior to the commencement of construction of the Project, which approval shall not be unreasonably withheld, conditioned or delayed. The General Contractor shall be responsible for posting updated Construction Wage Notices at prominent locations throughout the Property reflecting the New Minimum Hourly Construction Wage Rate within ten (10) days of the issuance of a revised Living Wage Notice by the County through Completion of the Project. Copies of each updated Construction Wage Notice shall be provided to the Executive Director not more than ten (10) days after the issuance of the revised Living Wage Notice by the County reflecting the new Minimum Hourly Construction Wage Rate. Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 16 #78118405_v2 Packet Pg. 64 3.1.a 7.4 Responsible Wage Rates for Electrical Workers and Plumbers. (i) Developer shall require all Contractors performing work in connection with the construction of the Project to pay the minimum hourly wage rates and benefits required by Section 2-11.16 of the County Code as such rates and benefits may be revised by the County annually (the "Responsible Wage"), in compliance with the County's Responsible Wages and Benefits Supplemental General Conditions Wages and Benefits Schedule, Construction Type: Building (the "Schedule"), as the same may be revised by the County annually, which shall be required to be paid for the Project for the labor classification set for the below. The Schedule shall apply for each of the following labor classifications set forth below: (a) Electrical Workers: Journeyman Wireinen; Journeyman Cable Splicer; Journeyman Welder; Electrical Foreman; and General Electrical Foreman. (b) Plumbers: Journeyman Plumber; Plumbing Foreman; and Plumbing General Foreman. (ii) Contractors performing work in connection with the Project may employ the services of Apprentices in each of the above -listed labor classifications without regard tocompliance_ with the staffing and other requirements set -.forth -inn- Section 2-11 16 of the County Code and/or the Schedule. The Responsible Wage paid to such Apprentices shall comply with the rates and benefits published in the Schedule for the applicable category. Contractors shall include the same obligation to pay the Responsible Wages in all contracts and in all subcontracts for services entered into by such Contractors requiring workers within such classifications for the performance of the scope of work. Developer, either directly or through its General Contractor, shall further require all Contractors to stipulate and agree in each contract for services that they will pay the Responsible Wage and that they will only employ Electrical Workers and Plumbers in the trade/work level classifications set forth in the Schedule. (iii) The General Contractor shall be required to post a notice at prominent locations throughout the Property of the Responsible Wage Rate for such workers providing services within each of the classifications identified in Section 6.4(i) (the "Responsible Wage Notice"). The Responsible Wage Notice shall, at a minimum, advise workers of the Responsible Wage rates and benefits, the person to contact to initiate a grievance, and the penalties for non-compliance. The form of the Responsible Wage Notice shall be subject to the approval of the Executive Director prior to the commencement of construction of the Project, which approval shall not be unreasonably withheld, conditioned or delayed. The General Contractor shall be responsible for posting an updated Responsible Wage Notice at prominent locations throughout the Property reflecting the new Responsible Wage rates and benefits within ten (10) days of the issuance of a revised Schedule by the County through Completion of the Project. Copies of each updated Responsible Wage Notice reflecting the new Responsible Wage rates and benefits shall be provided to the Executive Director not more than ten (10) days after the issuance of the revised Schedule by the County. ADSLLP-00077664.16 17 #78118405_v2 Packet Pg. 65 3.1.a 7.5 Construction Reports & Penalties. 7.5.1 Construction Reporting Requirements. During construction of the Project, Developer shall 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 (30) days following Completion of the Project, detailed reports with respect to compliance with the Subcontractor Participation Requirement during the prior quarter and overall with respect to the Project; and (ii) on a monthly basis commencing thirty (30) days after the commencement of construction of the Project until thirty (30) days following Completion of the Project, detailed reports with respect to compliance with the Laborer Participation Requirement and the Skilled Laborer Participation during the prior month with respect to the Project (collectively the "Participation Reports"). The Developer and the Executive Director shall agree reasonably on the form of the Participation Reports and the required back-up information to be submitted as part of the Participation Reports prior to the commencement of construction of the Project. The Participation Reports shall contain such information as the Executive Director may reasonably require for the Executive Director to determine whether the Developer is in compliance with the Subcontractor Participation Requirement, the Laborer Participation Requirement and the Skilled Laborer Participation Requirement with respect to the Project. Each of the Participation Reports submitted to the Executive Director must be certified as true and correct by the Developer. 7.5.2 Penalties for Non -Compliance with Subcontractor Participation Requirement. a. To the extent Developer fails to comply with the Subcontractor Participation Requirement for the Project, Developer shall pay to the CRA as a penalty for such non-compliance: (a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point (1%) below the Subcontractor Participation Requirement for the first three (3) percentage points below the Subcontractor Participation Requirement; (b) Twenty -Five Thousand and No/100 Dollars ($25,000.00) thereafter for each additional percentage point (1%) below the first three (3) percentage points below the Subcontractor Participation Requirement, thereafter for up to three (3) additional percentage points; and (c) Fifty Thousand and No/100 Dollars ($50,000.00) thereafter for each additional percentage point 1% below the first six (6) percentage points below of the Subcontractor Participation Requirement (the "Subcontractor Non - Compliance Funds"). b. The Subcontractor Non -Compliance Funds shall be calculated by the Executive Director after Completion of the Project and shall be due and payable within thirty (30) from the date of the Developer's receipt of written statement from the Executive Director stating the amount of the Subcontractor Non -Compliance Funds, if any, are due with respect to the Project. In the event of a dispute between the Executive Director and the Developer with respect to the compliance with the Subcontractor Participation Requirement with respect to the Project, such dispute shall be submitted to the CRA Board for resolution if the Developer and the Executive Director are not able to resolve the dispute within thirty (30) days. The decision of the CRA Board shall be binding upon the parties. Any amount of the Subcontractor Non - Compliance Funds not paid when due shall bear interest at 12% per annum from the date due until paid. ADSLLP-00077664.16 #78118405 v2 18 Packet Pg. 66 3.1.a 7.5,3 Penalties for Non -Compliance with Laborer Participation Requirement with respect to the Project. a. To the extent Developer fails to comply with the Laborer Participation Requirement set forth in Section 7.2.1 with respect to the Project, Developer shall pay to the CRA as a penalty for such non-compliance: (a) Ten Thousand and No/100 Dollars ($10,000.00) for each percentage point below the Laborer Participation Requirement for the first four (4) percentage points below the Laborer Participation Requirement; (b) Twenty -Five Thousand and No1100 Dollars ($25,000.00) for each additional percentage point below the first four (4) percentage points below the Laborer Participation Requirement for up to four (4) percentage points; and thereafter (c) Fifty Thousand and No/100 Dollars ($50,000.00) per each additional percentage point below eight (8) percentage points below the Labor Participation Requirement (collectively, the "Laborer Non -Compliance Funds"). b. The Laborer Non -Compliance Funds shall be calculated by the Executive Director after Completion of the Project and shall be due and payable within thirty (30) from the date of the Developer's receipt of written statement from the Executive Director stating the amount of the Laborer Non -Compliance Funds, if any, are due with respect to the Project. In the event of a dispute between the Executive Director and the Developer with respect to the compliance with the Laborer Participation Requirement with respect to the Project, such dispute shall be submitted to the CRA Board for resolution if the. Developer and the Executive Director are not able to resolve the dispute within thirty (30) days. The decision of the CRA Board shall be binding upon the parties. Any amount of Laborer Non -Compliance Funds not paid when due shall bear interest at 12% per annum from the date due until paid. 7.5.4 Penalties for Non -Compliance with Skilled Laborer Participation Requirement with respect to the Project. a. To the extent Developer fails to comply with the Skilled Laborer Participation Requirement for the Project, Developer shall pay to the CRA as a penalty for such non-compliance (a) Ten Thousand and No/100 Dollars ($10,000.00) for each one half of a percentage point (0.5%) below the Skilled Laborer Participation Requirement for the first one and one-half percent (1.5%) below the Skilled Laborer Participation Requirement (b) Twenty Five Thousand and No/100 Dollars ($25,000.00) for each additional one-half of a percentage point (0.5%) below the first one and one half percent (1.5%) below the Skilled Laborer Participation Requirement for up to an additional one and one-half percent (1.5%) and thereafter (c) Fifty Thousand and No/100 Dollars ($50,000.00) per each additional one-half of a percentage point (0.5%) below three percent (3%) below the Skilled Laborer Participation Requirement (collectively, the "Skilled Laborer Non -Compliance Funds"). b. The Skilled Laborer Non -Compliance Funds shall be calculated by the Executive Director after Completion of the Project and shall be due and payable within thirty (30) from the date of the Developer's receipt of written statement from the Executive Director stating the amount of the Skilled Laborer Non -Compliance Funds, if any, are due with respect to the Project. In the event of a dispute between the Executive Director and the Developer with respect to compliance with the Skilled Laborer Participation Requirement with respect to the Project, such dispute shall be submitted to the CRA Board for resolution if the Developer and the ADSLLP-00077664.16 19 #78118405_v2 Packet Pg. 67 3.1.a Executive Director are not able to resolve the dispute within thirty (30) days. The decision of the CRA Board shall be binding upon the parties. Any amount of Skilled Laborer Non -Compliance Funds not paid when due shall bear interest at 12% per annum from the date due until paid. 7.6 Failure to Comply with Minimum Hourly Construction Wage Rate Requirement. In the event that any Contractor fails to pay the Minimum Hourly Construction Wage Rate to any worker working on the construction of the Project, which failure is reported by such worker to the Executive Director, the Executive Director shall investigate the report and if the Executive Director, based upon his investigation confirms such non-compliance with the Minimum Hourly Construction Wage Rate requirement, and that the error on the part of the Contractor was not a de minimis miscalculation of the same, the Developer shall pay to the affected worker(s) as a penalty the Minimum Hourly Construction Wage Rate for every hour for which such worker was underpaid plus a twenty percent (20%) penalty (collectively the "Construction Wage Rate Penalty"). Developer shall not receive the benefit of any credit for hourly wage payments made to such worker that did not comply with the Minimum Hourly Construction Wage Rate requirement ("Erroneous Hourly Wage Payment"). By way of illustration, if a worker was paid an hourly rate of Ten and No/100 Dollars ($10.00) and no health benefits were provided for one hundred (100) hours in lieu of the Minimum Hourly Construction Wage Rate, the Construction Wage Rate Penalty would be calculated as follows: Construction Wage Rate Penalty — [(Minimum Hourly Construction Labor Rate times the Total Hours Worked) * times 120%] equals the Construction Wage Rate Penalty, which amount would be in addition to the Erroneous Hourly Wage Payment previously paid to such worker. For example if the Minimum Hourly Constructions Wage Rate is $15.83 per hour because no qualified health care benefits are paid and if the worker was paid ten and no/100 Dollars ($10.00) an hour and no health benefits paid and the worker worked for one hundred (100) hours, the Construction Wage Penalty would be: $15.83 x 120% x 100 hours = $1,899,60 which amount would be in addition to the Erroneous Hourly Wage Payment previously paid to such worker. Such Construction Wage Rate Penalty shall be due from the Developer to the underpaid worker(s) within thirty (30) days after written demand from the Executive Director, Developer shall have the right to dispute such demand and the findings of the Executive Director. If the Executive Director and the Developer are not able to resolve their dispute within thirty (30) days the dispute shall be submitted to the CRA Board for determination which determination shall be binding on the parties. The Construction Wage Rate Penalty is not intended to waive any worker's rights to seek any and all available legal relief available under applicable law. In the event a worker is granted a monetary award against the Developer or its Contractor(s) in some other forum ("Monetary Award"), any Construction Wage Rate Penalty otherwise due and owing shall be reduced by the amount of any such Monetary Award previously paid to such worker. 7.7 Failure to Comply with Responsible Wage Requirement. In the event that any Contractor fails to pay the Responsible Wage to any worker working on the construction of ADSLLP-00077664.16 20 #78118405_v2 Packet Pg. 68 3.1.a the Project within the labor classifications set forth in Sections 7.4 (i) (a) and 7.4 (i) (b), above, which failure is reported by such worker to the Executive Director, the Executive Director shall investigate the report and if the Executive Director, based upon his investigation, confirms such non-compliance with the Responsible Wage requirement, and that the error on the part of the Contractor was not a de minimis miscalculation of the same, the Developer shall pay to the affected worker(s) as a penalty the Responsible Wage for every hour for which such worker was underpaid plus a twenty percent (20%) penalty (the "Responsible Wage Penalty"). Developer shall not receive the benefit of any credit for hourly wage payments made to such worker that did not comply with the Responsible Wage requirement ("Erroneous Responsible Wage Payment"). By way of illustration, if a worker was paid an hourly rate of Twenty and No/100 Dollars ($20.00) and no health benefits were provided for one hundred (100) hours in lieu of the Responsible Wage of, for example, $38.46, plus benefits shown on the Schedule, the Responsible Wage Penalty would be calculated as follows: Responsible Wage Penalty = [(Responsible Wage, including all required benefits, times the Total Hours Worked) times 120%] equals the Responsible Wage Penalty, which amount would be in addition to the Erroneous Responsible Wage Payment previously paid to such worker. For example if the Responsible Wage is $38.46 plus benefits shown on the Schedule and the. worker was paid Twenty.. Dollars ($20.00) an hour and no benefits were paid and the worker worked one hundred (100) hours, the Responsible Wage Penalty would be: $38.46 + the amount of benefits shown on the Schedule (assumed to total $6.00 for this example) x 120% x 100 hours = $5,335.20 which amount would be in addition to the Erroneous Responsible Wage Payment previously paid to such worker. Such Responsible Wage Penalty shall be due from the Developer to the underpaid workers(s) within thirty (30) days after written demand from the Executive Director. Developer shall have the right to dispute such demand and the findings of the Executive Director. If the Executive Director and the Developer are not able to resolve their dispute within thirty (30) days the dispute shall be submitted to the CRA Board from for resolution which resolution shall be binding on the parties. The Responsible Wage Penalty is not intended to waive any Electrical Worker's or Plumbing Worker's rights to seek any and all available relief available under applicable law. In the event any Electrical Worker or Plumbing Worker is granted a Monetary Award against the Developer or its Contractor(s) in some other forum, any Responsible Wage Penalty otherwise due and owing shall be reduced by the amount of any such Monetary Award previously paid to such Electrical Worker or Plumbing Worker. 7.8 Employment Advertisement & Notice. With respect to the construction of the Project, Developer shall: (i) Require its General Contractor and all subcontractors to 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 reasonably possible; Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 21 #78118405_v2 Packet Pg. 69 3.1.a (ii) Require the General Contractor to place a full -page weekly advertisement in the Miami Times newspaper to inforlii residents of available job opportunities and any upcoming job fairs not less than thirty (30) days prior to and through the date of construction commencement of the Project. This shall be in addition to any advertisements done through other job outreach websites, organizations, and efforts referenced hereinabove; and (iii) Require the General Contractor to place weekly radio commercials on either Hot 105 or 99JAMZ to inform residents of available job opportunities and upcoming job fairs not less than thirty (30) days prior to and through the date of construction commencement of the Project. 7.9 Compliance Monitoring Contract. Executive Director shall select and retain, prior to the issuance of any construction permits for the Project, a firm to review the Participation Reports submitted by the Developer and audit the same, as well as audit Developer's compliance with this Agreement (the "Compliance Monitoring Contract"). The Developer shall reimburse the CRA on a monthly basis for the costs incurred by the CRA under the Compliance Monitoring Contract, which reimbursements paid to the CRA shall not exceed Fifteen Thousand and No/100 Dollars ($15,000.00) per month and One Hundred Eighty Thousand and No/100 Dollars ($180,000.00) per year during construction of the Project. The Compliance Monitoring Contract shall commence upon the earlier to occur of (i) thirty (30) days prior to the commencement of construction of the Project or (ii) within ten (10) days of this issuance of any construction permits for the Project and end thirty days after Completion. 7.10 Job Fair. 7.10.1 Construction Job Opportunities. The Developer shall require its General Contractor to utilize commercially reasonable efforts to broadly disseminate information regarding job opportunities for local area residents and businesses within Overtown to allow them to participate in construction of the Project, including, without limitation, hosting at least two (2) job fairs within Overtown prior to the commencement of construction of the Project. 7.10.2 Permanent Job Opportunities. The Developer shall broadly disseminate information regarding job opportunities at the Project for local residents and businesses within Overtown post -construction, including newly generated trade and service related jobs upon completion of the Project, including, without limitation, hosting at least one (1) job fair within Overtown upon completion of the Project. 7.11 Term. The provisions of this Article 7 shall run with the Property and be binding upon Developer and its successors and assigns until (a) Completion of the entire Project, (b) payment of all amounts, if any, due from the Developer to the CRA in accordance with Sections 4 and Section 7 hereof, (c) the payment of all amounts that may become due to workers pursuant to Sections 7.6 and 7.7 hereof, and (d) the completion of the job fair required by Section 7.10.2. 8. CONDITIONS PRECEDENT TO COMMENCEMENT OF CONSTRUCTION. The Developer shall not commence construction of the Project contemplated by this Covenant until the satisfaction or waiver by the Executive Director of the following conditions precedent (the "Construction Conditions Precedent"): ADSLLP-00077664.16 #78118405 v2 22 Packet Pg. 70 3.1.a 8.1 The Executive Director has approved the format for the Participation Reports. 8.2 The Developer has complied with the provisions of Section 5 of this Agreement. 9. RELOCATION OF TREES. 9.1 In the event Developer is required or relocate or replace any trees currently located on the Property pursuant to Chapter 17 of the City Code, Developer shall coordinate with the Executive Director to cause the trees to be relocated or replaced within the Redevelopment Area in a location approved by the Executive Director. 10. LIEN RIGHTS. If Developer fails to pay any amount due the CRA pursuant to Sections 4.4, 4.5, 7.5.2, 7.5.3, 7.5.4, 7.9 and 14 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 having priority from the date of recording this Covenant. If any amounts remain unpaid for more than thirty (30) days after the Developer's receipt of written notice from the CRA as to such late payment, the CRA may foreclose its lien rights against the Property in the same manner as a mortgage would be foreclosed. Upon the request of the Developer upon payment of each applicable amount due under Sections 4 5, 4,6,- 7.5.2, 7.5.3, 7.5.4, 7.9, and 14 the CRA shall execute and promptly deliver to the Developer a recordable instrument reflecting the release of the applicable payment obligation. If any payment due pursuant to this Section 10 is not made within thirty (30) days of when due the CRA may offset the amounts due against the Incentive Payment. 11. 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; provided, however, with respect to Developer's failure to comply with the terms of (a) Section 4.1, as may be extended pursuant to Sections 4.2 and 4.3, the CRA's remedies shall be limited to a suit to collect the unpaid amount and the enforcement of its lien rights as provided in Section 10, for non-payment of any amount due pursuant to the terms of Sections 4.4 and 4.5 or offset the amount due from the Incentive Payments, (b) Section 7.2.1, the CRA's remedies shall be limited to a suit to collect the unpaid amount and the enforcement of its lien rights as provided in Section 10 for non-payment of any amount due pursuant to Section 7.53, or offset the amount due from the Incentive Payment, (c) Section 7.2.3, the CRA's remedies shall be limited to a suit to collect the unpaid amount and the enforcement of its lien rights as provided in Section 10 for non-payment of any amount due pursuant to the terms of Section 7.5.4, or offset the amount due from the Incentive Payment, (d) Section 7.2.3, the CRA's remedies shall be limited to a suit to collect the unpaid amount and the Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 #78118405_v2 23 Packet Pg. 71 3.1.a enforcement of its lien rights as provided in Section 10 for non-payment of any amount due pursuant to the terms of Section 7.5.2, or offset the amount due from the Incentive Payment, (e) Section 7.3, the CRA's sole remedies will be to enforce specific performance of the terms of Section 7.6, (f) Section 7,4, the CRA's sole remedy will be to enforce specific performance of the terms of Section 7.7, (g) Section 7.9, the CRA's remedies shall be limited to a suit to collect the unpaid amount and the enforcement of its lien rights as provided in Section 10 for non-payment of any amount due pursuant to Section 7.9 or offset the amount due from the Incentive Payment, and (h) Section 14, the CRA's remedies shall be limited to a suit to collect the unpaid amount and enforcement of its lien rights as provided in Section 10 for non-payment of any amount due pursuant to Section 14 or offset the amount due from the Incentive Payment. Notwithstanding anything to the contrary contained herein, following Completion and payment to the CRA of all amounts due under Sections 4.4, 4.5, 7.5.2, 7.5.3, 7.5.4, 7.9 and following any partial assignment of the right to receive any Incentive Payment permitted by Section 12.2.2, the CRA shall only exercise its remedies against a defaulting owner of the Project with respect to Incentive Payments due to such defaulting owner. For example, if owner A owns the Office Component and has been assigned the Incentive Payment for the Office Component and owner B owns the Retail Space and has been assigned the Incentive Payment for the Retail Space, and owner A defaults in its obligations under Section 14 of this Agreement and as a result of such default, the CRA has the right to right to offset any amounts owed to the CRA under Section 14 of this Agreement from the Incentive Payment, the CRA shall only offset amounts owed by owner A of the Office Component against the Incentive Payment due to owner A of the Office Component and shall not offset any amounts owed by owner A under Section 14 of this Agreement against the Incentive Payment due to owner B or any other owner within portion of the Project. For the avoidance of any doubt if Developer has not assigned the Incentive Payment with respect to a Component and the owner of that Component defaults in its obligation under Section 14 of this Agreement the CRA shall have the right to offset any amount owed to the CRA under Section 14 of this Agreement by the owner of the Component who is in default solely against the Incentive Payment due Developer derived from that Component. 12. PROJECT INCREMENTAL TIF. 12.1 Projected Incremental TIF. Developer acknowledges and agrees that Developer shall bear the entire risk under this Covenant if the Project is valued at less than anticipated by the Developer and/or is not developed within the time frame anticipated by the Developer resulting in Incentive Payment payable by the CRA pursuant to this Covenant being less than anticipated by Developer. Developer acknowledges and agrees that the CRA shall have no liability to Developer if the Incentive Payment as estimated by Developer proves not to be accurate for any reason and same shall not relieve the Developer or the CRA from their respective obligations under this Covenant, Developer acknowledges and agrees that the CRA has made no representation to the Developer regarding the amount of Incremental TIF which may be generated by the Project and Developer is relying solely on its own projections of the Incremental TIF which willbe generated by.. the. Project. 12.2 Development Incentive. Subject to CRA Budget Approval by the CRA Board, City Approval and County Approval, on an annual basis in all cases, as an inducement to develop the Project, the CRA agrees to pay Developer a percentage of Incremental TIF as follows: ADSLLP-00077664.16 #78118405_v2 24 Packet Pg. 72 3.1.a 12.2.1 Payment of Incremental TIF. On an annual basis for each calendar year commencing after the Base Year and continuing throughout the Term of this Covenant, subject to reduction under Section 12.2.2 and Section 12.2.3 below, the CRA shall pay to Developer an incentive payment equal to the lesser of (i) Seventy percent (70%) of the Incremental TIF or (ii) an amount equal to the annual debt service on any bonds issued by the CDD for the preceding calendar year less an amount equal to net parking revenues (profits) for such preceding calendar year as reflected in the CDD Statement and less: (i) common area charges paid by the Residential Units as a CDD assessment; (ii) common area charges paid by tenants of the Office Component, if any, as a CDD assessment; and (iii) common area charges paid by tenants of the Retail Space as a CDD assessment, all certified in writing by the Developer. (the "Incentive Payment"). All Incentive Payments shall be due and payable within thirty (30) days of the CRA's receipt of (i) the Incremental TIF; (ii) the CDD Statement; and (iii) the Developer's certification. CRA shall have the right to inspect the books and records of Developer for purposes of confirming such amounts paid by tenants of the Project. 12.2.2 Incentive Payments After Assignment or Sale. Developer, in its sole and absolute discretion, may collaterally assign and reassign the Incentive Payment or any portion thereof to any lender providing financing for the Project or any Component thereof. Developer, in its sole and absolute discretion, may also assign the Incentive Payment to any purchaser all of Developer's entire interest in the Project or the purchaser of all of Developer's interest in any of the Component(s) thereof or to the CDD at any time or from time to time upon written notice given to the CRA. For the avoidance of any doubt, except with respect to a collateral assignment to a lender, Developer must assign the entire Incentive TIF with respect to the entire Project or the entire Incentive TIF with respect to any Component thereof which Developer has elected to assign in whole but not in part. Partial assignments of the Incentive TIF to the owner of a Component are not permitted. Each owner of a Component shall also have the right to assign the Incentive Payment with respect to such Component to its successor owner of such Component in connection with a sale of such Component. Any such notice of assignment shall indicate: (i) the name of the assignee and the assignee's contact information, (ii) the Component of the Project transferred to the assignee for which the assignee shall be entitled to the Incentive Payment for such Component, and (iii) any other terms or provisions applicable thereto and mutually agreed to as between Developer and the assignee (the "Assignment Notice"). Any such assignee must assume the obligation of the Developer or such other assignor to utilize the Incentive Payment in accordance with the provisions of Section 12.2.4 of this Agreement. Any assignment by Developer of its rights to the Incentive Payment shall not release Developer of its duties and obligations under this Covenant. Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between 12.2.3 Reductions of Incentive Payments. If the entire Project is not a Substantially Completed and on the Tax Rolls on or before January 1, 2024 as such date is extended _a as a result of Unavoidable Delays, the Incentive Payments shall be reduced by ten percent (10%) w for or the Term of this Covenant. If the entire Project is not Substantially Completed and on the a, Tax Rolls by January..1, 2025.as such date is extended as a result of Unavoidable Delay.s,the Incentive Payment shall be reduced by twenty percent (20%) for the Term of this Covenant. If the entire Project is not Substantially Completed by January 1, 2027 as such date is extended as a it result of Unavoidable Delays, the CRA shall not be obligated to make any Incentive Payments to the Developer. s ADSLLP-00077664,16 #78118405 v2 25 Packet Pg. 73 3.1.a 12,2.4 Limitation on Use of Incentive Payments. Incentive Payments paid during the Term of this Covenant shall be used for the sole and exclusive purpose of paying and/or reimbursing the costs of the construction, maintenance, operation, and debt service/debt issuance costs of the Project, to the extent such payments are a permitted use of TIF Increment pursuant to Chapter 163 Part III, Florida Statute. 13. SUBORDINATION OF INCENTIVE PAYMENT. 13.1 Developer acknowledges and agrees that the obligations of the CRA under this Covenant to make Incentive Payments hereunder are junior and subordinate to the obligations of the CRA to pay debt service with respect to any bonds now existing issued by the CRA or any bonds now existing or hereafter issued by the City and secured a pledge by the CRA of tax increment funds including, without limitation, bonds issued by the City pursuant to the terms of the Interlocal Agency Agreement effective November 8, 2016 between the City, the CRA and the South Florida Regional Transportation Authority obligating the CRA to pledge Incremental TIF with respect to a bond issue by the City (collectively the "Bond Obligations") and junior and subordinate to the payments to be made in connection with the grant to be made by the CRA in connection with "Mama Hattie" and the Grant Agreement, as amended, by and between the City and the CRA and with respect to the Gibson Park (collectively, the "Grant Obligations"), which Grant Obligations are more fully described in Exhibit "G". Under no circumstances shall the CRA be obligated to make Incentive Payments from its general revenues or any other sources if Increment TIF is unavailable after the CRA makes all required payments with respect to the Bond Obligations and the Grant Obligations. To the extent no Incremental TIF or only a portion of the Incremental TIF is available to pay the CRA's obligations under this Covenant as a result of the Bond Obligations and the Grant Obligations, the Incentive Payments shall be reduced to the amount of Incremental TIF available, if any, and the shortfall shall be deferred to subsequent year(s) to the extent available. If requested by the CRA, the Developer shall execute a subordination agreement confirming that this Covenant is junior and subordinate to any Bond Obligations and Grant Obligations within ten (10) business days of written request by the CRA. 13.2 Pledge of TIF Revenues. In the event the CRA issues additional bonds subsequent to the Effective Date, the CRA covenants and agrees not to pledge the Incremental TIF derived from the Project which will be payable to Developer under this Covenant as collateral for such bonds. 13.3 Additional Agreements Regarding Use of Incremental TIF. Developer acknowledges and agrees that nothing contained in this Covenant shall be deemed or construed to prevent the CRA from entering into agreements similar to Section 12 of this Covenant (each a "TIF Agreement") pursuant to which the CRA commits to pay such developers a portion of the Incremental TIF generated from their project within the Redevelopment Area. Developer acknowledges and agrees that Incremental TIF generated from other projects which are subject to TIF Agreement(s) will not be available to make up for any shortfall under Section 13.1. 13.4 Penalties. To the extent Developer fails to pay to the CRA any amount due under this Covenant within thirty (30) days of the date due, the CRA may set off the amount due against the Incentive Payments due under this Covenant. Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 26 #78118405_v2 Packet Pg. 74 3.1.a 14. TRANSFER FEE. 14.1 Transfer Prior to Completion. If, at any time prior to Completion (i) the Developer sells the entire Project to an unrelated third party purchaser in an arm's length transaction; (ii) the Developer sells the Retail Space, the Office Component, the Parking Garage or the Residential Components, or any of them or any combination thereof, to an unrelated third party purchaser in an arm's length transaction; or (iii) a Change of Control occurs, then the Developer shall pay to the CRA a fee in an amount equal to one and one-half percent (1.5%) of the Gross Sales Price simultaneously with the closing of such sale or Change of Control. For the avoidance of doubt, if Developer sells the Retail Space, the Office Component, the Parking Garage or the Residential Components, or any of them or any combination thereof, the provisions of this Section 14.1 shall apply to each such transaction until Completion and the fee to the CRA of one and one-half percent (1.5%) of the Gross Sales Price shall apply to each such transaction until Completion; provided, however, in no event shall any such transfer fee be payable in connection with the transfer of the Parking Garage to any community development district established with respect to the Property. 14.2 Transfer After Completion. If, at any time after Completion (i) Developer sells the entire Project to an unrelated third party purchaser in an arm's length transaction; (ii) the ' Developer sells the Retail Space, the Office Component, the Parking Garage or the Residential Components, or any of them or any combination thereof, to an unrelated an third party purchaser in an arm's length transaction, or (iii) a Change of Control occurs, then the Developer shall pay the CRA a fee in the amount of one and one-half percent (1.5%) of the Gross Sales Price simultaneously with the closing of such sale or Change of Control. For the avoidance of doubt, if Developer sells the Retail Space, the Office Component, the Parking Garage, or the Residential Components, together or in a series of transactions, the one and one-half percent (1.5%) of the Gross Sales Price shall apply to each transaction until Developer has no further interest in the Project; provided, however, in no event shall any such transfer fee be payable in connection with the transfer of the Parking Garage to any community development district established with respect to the Property. 14.3 Related Transfers. For the avoidance of any doubt, should Developer transfer its interest in the Project in whole or part to a related entity or to a third party purchaser (including without limitation any tax -credit investor) in transaction which is not considered an arm's length transaction, no transfer fee shall be payable, provided, however, the obligations under this Section 14 shall be binding upon such successors and assigns and such transferee shall be deemed the "Developer" for the purposes of this Section 14. For the avoidance of doubt, should any transfer of membership interests in Developer, Member and/or Holdings occur, in whole or part to a related entity {including without limitation to direct or indirect members of Developer, Member or Holdings), no transfer fee shall be payable in connection with such transfer unless of Change of Control occurs. 14.4 Failure to Pay. If Developer fails to pay the CRA any fees due pursuant to this Section 14 when due, such fee shall bear interest at the rate of twelve percent (12%) until paid. 14.5 Undisclosed Transfer. If a Change of Control or sale occurs and Developer fails to disclose such sale or Change of Control to the CRA and the CRA discovers that Developer Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between co 15 s w c co a) Attachment: ,ADSLLP-00077664.16 27 #781184052v2 Packet Pg. 75 3.1.a has breached the terms of provisions of this Section 14, the applicable fees due the CRA pursuant to this Section 14 shall triple. 14.6 One Transfer Fee. For the avoidance of doubt, Developer shall only be required to pay one transfer fee on each portion of the Project, whether such transfer fee is paid prior to or after Completion. 14.7 Transfers to Lenders. For the avoidance of doubt, the placing of a mortgage lien, assignment of leases and rents or security interest on or pertaining to the Property, the Project or any Component, or any pledge, collateral assignment or encumbrance of the direct or indirect membership interests of Developer as security for any financing of the Property, Project or any Component thereof, or any pledge, collateral assignment or encumbrance of the direct or indirect membership interests in Member as security for the financing of the Property, the Project or any Component thereof, or any pledge, collateral assignment or encumbrance of the direct or indirect membership interests in Holdings as security for the financing of the Property, the Project or any Component thereof, or any transfer pursuant to or in lieu of a foreclosure or any exercise of remedies (including, without limitation, foreclosure) under any mortgage on the Property, the Project or any Component thereof or the transfer of membership interest in Developer, Member or Holdings under any pledge, collateral assignment or encumbrance of the membership interests of Developer, Member or Holdings as security for any financing of the Property, the Project or any Component thereof (each an "Enforcement Action"), in each ease shall not be deemed a transfer requiring payment of any transfer fee hereunder. 14.8 In the event of an Enforcement Action with respect to the Property, the Project or any Component thereof or the transfer of membership interests in Developer, Member or Holdings as described in Section 14.7, the party which acquires the interests of the Developer in the Property, the Project or any Component thereof or that acquires the membership interests of Developer, Member or Holdings shall be deemed the "Developer" for purposes of this Section 14 and the provisions of this Section 14 (including without limitation the provisions of Section 14.3) shall apply with respect to any subsequent transfer of the Property, the Project or any Component thereof acquired by such party in the Enforcement Action. A "Change of Control" shall be deemed to have occurred if such party acquiring the interest of the Developer, Member or Holdings through an Enforcement Action no longer controls all decision making by Developer, Member or Holdings, and the fees described in this Section 14 shall be due and payable at that time with respect to the Property, the Project or any Component thereof acquired by such party in the Enforcement Action upon such Change of Control. 15. CHALLENGES. 15.1 No Liability. Developer hereby forever waives and releases the CRA from any liability whatsoever, now or hereafter arising in connection with any challenge to Section 12 of this Covenant by a third party and covenant and agree not to initiate any legal proceedings against the CRA in connection with any challenges to Section 12 o.. this Covenant, other er than as a result of a default by the CRA with respect to its obligations under this Covenant, for which Developer shall have the right to sue the CRA for specific enforcement of the CRA's obligations to pay any unpaid Incentive Payments. Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 28 #78118405_v2 Packet Pg. 76 3.1.a 15.2 Duty to Defend. In the event of any challenge to Section 12 of this Covenant, any party in interest, at its or their sole cost and expense, may defend any such challenge by a third party. The CRA shall cooperate with Developer and, if necessary, participate in the defense of such challenge provided Developer pays the cost of such defense. 16. APPROVAL OF CRA BUDGET. Developer acknowledges that no voter approval was obtained in connection with this Covenant and that neither the City nor the County has approved Section 12 this Covenant. In the event Section 12 of this Covenant is determined to be unenforceable in whole or in part as a result of (i) the multi -year CRA commitment regarding the Incentive Payments or (ii) the failure to obtain CRA Board Approval, City Approval and County Approval of the CRA Budget including a line item for the Incentive Payment on an annual basis, Developer acknowledges and agrees that the CRA shall have no liability to Developer arising under Section 12 of this Covenant. Developer acknowledges that this provision is a material inducement for the CRA to enter into this Covenant. 17. COUNTY APPROVAL. Developer acknowledges that this Covenant has not been submitted to the County Commission for review or approval and that the Incentive Payments contemplated by this Covenant will be included in the annual budget (subject to CRA Board Approval) submitted by the CRA to the City for approval and submitted by the CRA to the County for approval, once the CRA Budget is approved by the CRA Board and City Approval is obtained. The CRA shall use commercially reasonable efforts to procure the City Approval and the County Approval of the CRA Budget. The CRA shall have no liability to Developer under Section 12 of this Covenant in the event that City Approval and County Approval are not obtained. 18. NON -RECOURSE. This Covenant is non -recourse to the CRA. In the event of a breach of this Covenant by the CRA, Developer (and only the Developer or any impacted Assignee) may seek specific performance of this Agreement or bring an action at law which shall be limited to recovery of any Incentive Payments due under the terms of this Covenant and in no event shall Developer or any assignee have the right to seek damages against the CRA. Except with respect to the CRA's rights to seek specific perfoiinance of this Covenant and the CRA's right to sue to collect any payments due from Developer to the CRA pursuant to this Covenant, the CRA shall not have the right to seek damages against Developer. 19. RELATIONSHIP BETWEEN PARTIES. This Covenant does not evidence the creation of, nor shall it be construed as creating, a partnership or joint venture between the CRA and Developer. No party can create any obligations or responsibility on behalf of the others or bind the others in any manner. Each party is acting for its own account, and it has made its own independent decisions to enter into this Covenant and as to whether the same is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. Each party acknowledges that none of the other parties hereto is acting as a fiduciary for or an adviser to it in respect of this Covenant or any responsibility or obligation contemplated herein. Developer further represent and acknowledge that no one was paid a fee, commission, gift or other consideration by such party or such party's agent as an inducement to entering into this Covenant. 20. BUDGET & APPROPRIATION. CRA covenants and agrees to budget the Incentive Payment as a line item in its annual operating budget subject to CRA Board Approval, Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 29 #78118405 v2 Packet Pg. 77 3.1.a City Approval and County Approval. CRA further covenants to use commercially reasonable efforts to procure annual approval of its operating budget, including the Incentive Payment and as contemplated by this Covenant, by both the City and County. 21. CONSULTANT AND PROFESSIONAL COMPENSATION. Developer has retained consultants and professionals to assist Developer with the negotiation and execution of this Covenant, and Developer may compensate those consultants and professionals at their standard hourly rate for services performed, or any other method of compensation that is considered standard and reasonable for that particular service. Notwithstanding anything to the contrary contained herein, in no event shall Developer compensate any such consultant or professional in any form that would be deemed a "bonus," "success fee" or "finder's fee" in exchange for the CRA Board's approval of this Covenant. 22. NET OFFICE/POLICE SUBSTATION/CRA OFFICES. Developer covenants and agrees to provide approximately one thousand (1,000) square feet of rentable space substantially in the location shown on Exhibit "H" attached hereto (the "Office Space") with vehicular access as shown on Exhibit "H", to be utilized by the City as either a Neighborhood Enhancement Team (NET) office or a police substation or utilized by the CRA, at the option of the CRA. The Developer shall have no obligation to build out the Office Space and possession of the Office Space shall be provided to the City or the CRA, as determined by the CRA, upon Completion. The Developer and the City or the CRA; as applicable, shall execute a lease for the Office Space utilizing the standard form lease utilized by the Developer for the Project, subject to such changes required by the City Attorney and provisions customarily included in City leases. The lease will be for a total rent of One Dollar ($1.00) per year with no pass through expenses of any kind or nature including without limitation, common area maintenance expenses, tax expenses, insurance expenses, utility expenses or management fees. The term of the lease shall be for the life of the CRA. 23. RETAIL OPPORTUNITY. Developer covenants and agrees to make one retailloffice space available containing approximately one thousand one hundred (1,100) rentable square feet in the location shown on Exhibit "I" attached hereto for a CRA supported business (the "CRA Space"). The CRA shall identify the proposed tenant and the proposed tenant shall lease the CRA Space for fifty percent (50%) of the average total rent, including escalation, of similar first floor leased space in the Project fronting Sawyer's Walk, plus pass through expenses and operating expenses. Rent shall be paid monthly in advance. If the lease terminates for any reason the CRA shall propose a replacement tenant for the CRA Space which the Developer shall lease on the same terms and conditions. The procedure shall continue for the entire life of the CRA so that the CRA Space is always leased to a CRA sponsored tenant. For the avoidance of doubt, any tenant of the CRA Space will be subject to the same exclusive use restrictions as other tenants in the Project. 24. RETAIL EMPLOYMENT OPPORTUNITIES. Commencing upon Completion and every six (6) months thereafter for a period of five (5) years Developer, in coordination CareerSource South Florida, the CRA, and retail businesses operating within the Project, shall host job fairs (each a "Job Fair") at the Project in an effort to create job opportunities at the Project for residents of the Redevelopment Area. No less than thirty (30) days prior to each Job Fair the Developer shall place a full -page weekly advertisement in the Miami Times Newspaper about the ADSLLP-00077664.16 30 #78118405_v2 Packet Pg. 78 3.1.a Job Fair and place weekly radio commercials on either HOT 105 or 99JAMZ to inform residents of the Redevelopment Area of the Job Fair. 25. Notices. Any notices required or peuiiitted to be given under this Covenant shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express), or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to the Developer: Block 55 Owner, LLC 2901 Florida Avenue Coconut Grove, FL 33133 Suite 806 Attention: Michael Swerdlow With a copy (which shall not constitute notice or service of process) to: Bercow Radell Fernandez Larkin & Tapanes PLLC Attention: Jeffrey Bercow, Esq. 200 S. Biscayne Boulevard. Suite 850 Miami, FL 33131 With a copy (which shall not constitute notice or service of process) to: If to CRA: Alvarez & Diaz-Silveira LLP Attention: Real Estate Notices 355 Alhambra Circle Suite 1450 Coral Gables, FL 33134 SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Cornelius Shiver, Executive Director 819 NW Second Avenue Third Floor Miami, FL 33136 ADSLLP-00077664.16 #78I18405_v2 31 Packet Pg. 79 3.1.a With a copy (which shall not constitute notice or service of process) to: William R Bloom, Esq. Holland & Knight, LLP Suite 3300 701 Brickell Avenue Miami, FL 33131 Notices personally delivered, or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. 26. MISCELLANEOUS. 26.1 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. 26.2 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. 26.3 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. 26.4 All of the exhibits attached to this Covenant are incorporated in, and made a part of, this Covenant. 26.5 Time shall be of the essence for each and every provision of this Covenant. 27. 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 assign for the Term, or such shorter period of time applicable to certain specific provisions of this Covenant as specifically provided in Sections 6.2, 7.11 and 24 of this Covenant. 28. ENTIRE AGREEMENT. Except for the Housing Restrictive Covenant Agreement dated as of the Effective Date between Developer and the CRA, this Covenant constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof, superseding and/or incorporating all prior or contemporaneous oral or written agreements (including, without limitation, that certain Block 55 Development Agreement by and between Downtown Retail Associates LLC and the CRA, as amended and assigned to Developer) and there are no other agreements, representations or warranties with respect to the subject matter hereof other than as set forth herein. Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 32 #78118405_v2 Packet Pg. 80 3.1.a 29. 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. 30. ESTOPPEL CERTIFICATES. From time to time the CRA will execute and deliver an estoppel certificate to Developer confirming the status of Developer's compliance with the terms and conditions of this Covenant within ten (10) business days of written request from Developer. The estoppel certificate shall state (i) that this Covenant is in full force and effect and has not been modified, supplemented or amended, or if there has been any modifications that this Covenant is in full force and effect as modified and identifying the modifications or if this Covenant is not enforceable, so state; (ii) whether the CRA has issued any written notice(s) of any default(s) by Developer under this Covenant which remain uncured, and if so, stating the nature of the default(s); and (iii) whether the CRA knows of any event with the giving of notice or passage of time, or both, would constitute a default by Developer under this Covenant. Any estoppel certificate required to be provided pursuant to this Covenant shall be made on behalf of the CRA by the Executive Director. 31. BINDING EFFECT. This Covenant shall be binding upon the parties hereto and their respective successors and permitted assigns. (Signatures on Next Page) Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664,16 33 #78118405 v2 Packet Pg. 81 3.1.a IN WITNESS hereof the parties have executive this Covenant as of the date first above written. DEVELOPER: WITNESSES: BLOCK 55 OWNER, LLC, a Florida limited liability company Print Name: By: SG Manager, LLC, its manager By: Print Name: Michael Swerdlow Its Manager CRA: WITNESSES: Print Name: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Print Name: Cornelius Shiver, Executive Director ATTEST: Clerk of the Board Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 34 #78118405v2 Packet Pg. 82 3.1.a STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of September, 2020, by Michael Swerdlow, as Manager of SG Manager, LLC, a Florida limited liability company, as manager of BLOCK 55 OWNER, LLC, a Florida limited liability company, on behalf of the limited liability companies. He is personally known to me or has produced as identification. Notary Public Print Name: My commission expires: ADSLLP-00077664.16 3 5 #78118405_v2 Packet Pg. 83 3.1.a STATE OF FLORIDA COUNTY OF MIAMI-DADE ) ) SS: The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of September, 2020, by Cornelius Shiver, 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. Notary Public Print Name: My commission expires: ADSLLP-00077664.16 36 #78118405_v2 Packet Pg. 84 3.1.a Schedule of Exhibits A. Legal Description B. Developer, Member and Holdings Organizational Chart C. Design Documents D. Sketch of Redevelopment Area E. Sketch of Overtown F. Hiring Standards G. Grant Obligations H. Office Space I. CRA Space ADSLLP-00077664.16 37 #78118405_v2 Packet Pg. 85 3.1.a EXHIBIT "A" Legal Description Lots 1 through 20, inclusive, of Block 55, North, City of Miami, according to the Plat thereof, as recorded in Plat Book "B", Page 41, of the Public Records of Miami -Dade County, Florida; less and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot 10 taken by the State of Florida Department of Transportation by Order of Taking recorded in Official Records Book 5349, at Page 129, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: Begin on the West line of said Lot 10 at a point 14.51 feet South 02° 6' 16" East from the Northwest corner thereof, said point being the beginning of a curve concave Southeasterly having a radius of 14.5 feet, thence from a tangent bearing of North 02°16'16" West run Northwesterly, Northerly and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest comer of said Lot 10, thence South 02°16'16" East 14.51 feet along the West line of said Lot 10 to the Point of Beginning. ALSO DESCRIBED AS: Lots 1 through 20, inclusive, of Block 55 North, Map of Miami, Dade Co. Fla, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; less and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot 10 taken by the State Of Florida Department Of Transportation by Order Of Taking recorded in Official Records Book 5349, Page 129, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: Begin on the West line of said Lot 10 at a point 14.51 feet South 02°16'16" East from the Northwest corner thereof, said point being the beginning of a curve concave Southeasterly having a radius of 14.5 feet, thence from a tangent bearing of North 02°16'16" West run Northwesterly, Northerly and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest corner of said Lot 10, thence South 02°16'16" East 14.51 feet along the West line of said Lot 10 to the Point Of Beginning Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664,16 #78118405 v2 Packet Pg. 86 3.1.a EXHIBIT "B" Developer, Member and Holdings Organizational Chart ADSLLP-00077664.16 ##78118405_v2 Packet Pg. 87 3.1.a EXHIBIT "C" Design Documents Sawyer's Landing Block 55 Design Development Drawings Consisting of the sheets described and dated on Exhibit C-1 attached hereto, as may be modified by the plans prepared by the Architect dated August 28, 2020, a copy of which is on file with the CRA ADSLLP-00077664. 16 #78118405_v2 Packet Pg. 88 3.1.a EXHIBIT "C-1" BLOCK 55 -SAWYERS LANDING DOCUMENT LIST DISCIPLINE DRAWING NO. DRAWING T1T1E DATE ARCHITECTURAL Arq uitectonica Arq uitectonica Arq uitectonlca Arq uitectonica Arq uitectanlca Arq uileclonica Arq uitedonlca Arq uitedonica Arq eltestonica Arquitectonica Arqultectonica Arquitectonica Arquftecton;ea Arquitectonica Arq uitectonlca Arq uitectonica Arq uitedonica Arq uitectonica Arq uitedonica Arq ulieclenlca Arq uitedonica Arq ultedonlca Arquiteetentca____. 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Cover Sheet Sheet Index General Symbols & Legends Project Data Site Plan Survey Level 1 Nan Level (P1) Plan Level3 (P2) Plan Le vel4 (P3) Plan Level 5 (P4) Plan Level6 Plan level? Plan Level Plan Level 8 Mechanical Plan Level Plan Levels 10-11 Plan Level 12 Plan Level 13 Plan Levels 14 & 15 Plan Levels 16 & 19 Plan Levels 17 & 18 Plan Roof Level Plan _---level 1F.nlarged Plan..... Level 1 Enlarged Plan I.evel 1 Enlarged Plan Level 1 Enlarged Plan Level 2 Enlarged Plan Level 2 Enlarged Plan Level 2 Enlarged Plan Level 2 Enlarged Plan Level 3 Enlarged Plan Level 3 Enlarged Plan Level 3 Enlarged Plan level 3 Enlarged Plan Level4 Enlarged Plan ievel4 Enlarged Plan Level 4 Enlarged Plan Level 4 Enlarged Plan Level 5 Enlarged Plan Level 5 Enlarged Plan Level 5 Enlarged Plan Level 5 Enlarged Phan Level 6 Enlarged Plan Level 6 Enlarged Plan Level 6 Enlarged Plan Level6 Enlarged Plan Level 7 Enlarged Plan Level? Enlarged Plan Level 7 Enlarged Plan Level 7 Enlarged Plan Level 8 Enlarged Plan Level 8 Enlarged Plan Level 8 Enlarged Plan Level 8 Enlarged Plan Level 9 Enlarged Plan Level 9 Enlarged Plan Level 9 Enlarged Plan l.evel9 Enlarged Plan Level 10 Enlarged Phan Level 10 Enlarged Plan Level 10 Enlarged Plan .......fevel 10'EctLaeged Plan.... 5/29/2020 .5/18/2020 5/18/2020 5/18/3020 5/18/2020 .5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5%18/2020 5/18/2020 5/18/2020 5/10/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2029 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2420 ADSLLP-00077664.16 ADSLLP-00077664. #78118405_v2 Packet Pg. 89 3.1.a Arq uitectonica Arq ultetinnTCa Arquitectonica Arquitectonica Arq utectonica Arq uitectonica Arq uitectonica Arq uitectonica Arq uitectonica Arq uitectonica Arq uitectonica Arq ultectonica Arq uitectonica Arq uitectonica Arq uitectonica Arquitectonlca Arquilectonica Arquitectonica Arquitectonica Arquilectonica Arqultectnnica Arquitectonica uitectonica Arq into ctonica Arquilectonica Arq ultectonica Arq uitectonica Arq ultectonica Arq uitectonica Arq ultectonica Arq uitectonica Arq uitectonica Arq uitectonica Arq uitectonica Arquitectonica Arquitectonica Arq uitectonica Arq uitectonica Arq uhectonica Arquitectonica Arq ultectonica Arquilectonica Arq ultectonica Arq uitectonica Arq uitectonica Arq uitectonica Arq uitectonica Arq uitectonica Arq uitectonica Arq uitectonica Arquitectonica ArquttectonIca Arqudedonlca Arq uitectonica Argnilectnitlta Arquilectonica Ao7U1tectonlca Arquitectonica Arquitectonica Arquitectonica Arquttectonlca Arquitectonica Arquilectonica Arquitectonica Arq tale ctonica Arquilectonica Arquitectonica Arqultectonita A1.300 A1.301 A1.302 A1.303 A1.304 A2.101 A2.102 A2,103 A2.104 A2.105 A2.106 A2.107 A2.108 A2.109 A2.110 A2.301 A2.3 02 A2.3 03 A2.304 A3.101 A3.102 A3.103 A3.104 A3,105 A3.106 A3.107 A3.108 A3,169 A4.101 A4,102 A4.103 A4.104 A4.201 A4.202 A4.203 A4,204 A5.101 A5.102 A5.103 A5,104 A5.105 A5.106 A5.107 A5.108 A5.109 A5.1111 A5.111 A5.112 A5.113 A5.114 A5.115 A5.116 A5.117A A5.1178 A5,11B A5.119 A5.120 A5,121 AS.122 A5,123 A5.124 A5.125 A7.101 A7.102 A7.103 A7.104 A7.105 A7.106 Residential Key Plan 5/18/2020 Unit Plans A Se ries 5/18/2020 Unit PlansA & 5 Series 5/18/2020 Unit Plans 0 Series 5/18/2020 Unit Plans B & C Series 5/18/2029 Level 1 Celliny, Plan 5/18/2020 Level 2 (P1) Plan 5/18/2020 Level3 (P2) Plan 5/18/2020 Level 4 (P3) Plan 5/18/2020 Level 5 (P4) Plan 5/18/2020 Level 6 Ceiling Plan 5/18/2020 Level? Plan 5/18/2020 Level Plan 5/18/2020 Level 9 Ceiling Plan 5/18/2020 Level 10 RCP 5/18/2920 Unit Ceiling Plans A Series 5/18/2020 Ugh Ceiling Plans & 6 Series 5/18/2020 Unit Ceiling Plans B Series 5/18/2020 Unit Ceiling Plans 8 & C 5ertes 5/18/2020 North Elevation 5/18/2020 South Elevation 5/18/2020 East Elevation 5/18/2020 West Elevation 5/16/2020 Courtyard North Elevation 5/16/2020 Courtyard South Elevation 5/18/2020 Courtyard West Elevaticn 5/10/2020 Interior Retail Elevations 5/18/2020 Club House Elevations 5/18/2020 East-West Section 5/18/207D East-West Section 5/18/2020 North-SodtT Secttoh _-- 1/18/2020_-- North -South Section 5/18/2020 Wa[I Sections 5/18/2020 Wail SecltOns 5/18/2020 Wall Sections 5/18/2020 Wall SecltOns 5/18/2020 Transfer Stair Pions & Sect ions 5/18/2020 Transfer Stair Plans & Sect inns 5/18/2020 Stair2 Plans & Section 5/18/2920 Stair 2 Section 5/18/2920 Transfer Stair Plans & Sections 5/18/2920 Transfer Stair Plans & Sections S/18/2020 Stair4 Plans & Section 5/18/2020 Transfer Stair Section 5/18/2020 Stair 5 Plans & Section 5/18/7020 Transfer Star Section 5/18/2020 Stair 6 Plans & Section 5/18/2020 Transfer Stair Section 5/18/2020 Stair 7 Plans & Section 5/18/2020 Stair 02 Section Stair Plans Stair Plans Trash Chute Plans Section Trash Chute plans Section Freight Elevators Plans Section Residential Elevators Plans 5ectien Residential Elevators plans Section Residential Elevators Plans Section Retail Core Elevators Plans Section Tenant A Elevators Plans Section Tenant A Escalator Plans Section Retail Escalators Plans Section Detalls:PartitieeTypes A & B Series Details: Partltlon 'types Details: Fire Stopping Details: Eire Stepping Details: Fire Stopping Details; Fire Stepping 5/18/Z020 5/1B/2020 5/16/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/7020 S/18/2020 .5/18/7020 5/18/2020 5/18/2926 5/18/2020 5/18/2020 5/18/2020 5/18/2020 Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 ADSLLP-00077664. #78118405 v2 Packet Pg. 90 3.1.a De ins Reyes Engineering, Inc. De Los Reyes Engineering, inc. De ins Reyes Engineering. inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Elie. De Las Reyes Engineering, inc. De Las Reyes Engineering, Inc. De Las Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. ➢e Los Reyes Engineering, Inc. ➢e Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Las Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Las Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los1leyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. 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De Las Reyes Engineering, Inc. 5-1.3.A 5 1.3.R 5-1.3.0 5-1.3.D 5-1,4.A 5-1.4.B 5-1.4.0 5-1.4.D 5-1.5.A 5-1.5.R 5-1, 5,C 5-1.5.D 5-1.6.A 5-1.6.B 51.6.0 5-1.6.D 5-1.7.A 5-1.7.R 5-1.7.0 5-1.7.0 5-1.6.1,A 5-1.8.1.B 5-1.8.1.0 5-1.8.1.D 5-1.8A 5-1.8.R 5-1.13.0 s-1.8.D 5-1.9A S-1.9.R s-1.9:C 5-1.9.D 5-1.10.AR 5-1.10.A 5-1.10.3R 5-1.10.B 5-1.10.1R 5-1.10.0 5-1.11AR 5-1.11.A 5-1.11.B R 5 1.11.8 5-1.11.CR 5-1.11.0 5-1.12AR 5-1.12.A 5-1.12.6 R 5-1.12.B 5-1.12.CR 5-112.0 5-1.13AR 5-1.13.A 5-1.13.BR 5-1.13 B 5-1.13.CR 5-1.13.0 5-1.14.AR S-1.14A 5-1.14.BR 5-1.14.6 5-1.14.CR 5-1.14.0 5-1.15.AR 5-1.15A 5-1.15.8 R S-1.15.6 5-1.15.CR 5-1.15.0 Partial Parking 2 Floor Framing Plan Partial Parking 2 Floor Framing Plan Partial Parking 2 Floor framing Plan Partial Parking 2 Floor Framing Plan Partial Parking 3 Floor Framing Plan Partial Parking 3 Floor Framing Plan Partial Parldng 3 Floor Framing Plan Partial Parking 3 Floor Framing Plan Partial Parking 4 Floor Framing Plan Partial Parking 4 Fhor Framing Plan Partial Parking 4 Fher Framing Plan Partial Parking 4 Floor Framing Plan Partial Retail 1A Floor Framing Plan Partial Retail 1A Floor Framing Plan Partial Retail 1A Floor Framing Plan Partial Retail 1A Floor Framing Plan Partial Retail 2A Floor Framing Plan Partial Retail 2A Floor Framing Plan Partial Retail 2A Floor Framing Plan Pa rtiat Retail 2A Floor Framing Plan Partial Mechanical Floor Flaming Plan Partial Mechanical Floor Framing Plan Partial Mechanical Floor Framing PLin Partial Mechanical Floor Framing Plan Partial Retail 3A Floor Framing Plan Partial Retail 3A Floor Framing Plan Partial Retail 3A Flaw Framing Plan Partial Retail 3A Floor framing Plan Partial Amenity Floor Framing Partial Amenity Floor Framing ___-- "Partial AinenityAoarTraining Partial Amenity Floor Framing Partial lath & 11th Level Reinforcing Plan Partial loth & 11t11 LevelFlamillg Plan Portial1alh& 11th Reinforcing Plan Partial 10th & 11th Level Flaming Plan Partial lath & llth Level Reinforcing Plan Partial Toth & 11th Level Framing Plan Parts a112th Level Reinforcing Plan Partial 12th Level Framing Plan Partial 12th Level Reinforcing Plon Partial 12th Level Framing Plan Partial 12th Level Reinforcing Plan Partial 12th Level Framing Plan Partial 13th Reinforcing Plan Partial131h Level Framing Plan Partial 13th Reinforcing Plan Pallial13th Level Flaming Plan Partial 13th Reinforcing Plan Partial 13th level Framing Plan Partial 14th & 15th Reinforcing Plan Partial 141h & 15th Level Framing Plan Partial 14th & 151h Reinforcing Plan Partial 14th & 15th Level Framing Plan Partial 14th & 15th Reinforcing Plan Partial 14th & 151h Level Framing Plan Partial 161h Reinforcing Plan Partial 16th Level Framing Plan Partial loth Reinforcing Plan Partial 16th Level Framing Plan Partial 161-11 Reinforcing Plan Partial 15th [eves Framing Plan Partial 17th & 18th Reinforcing Plan Partial 17th & 18111Level Framing Plan Partial 17th & 18th Reinforcing Plan Partial 171h & 181h Level Framing Plan Partial 17th & 18th Reinforcing Plan Partial 17th & 18th Level Framing Plan 3/10/2020 3/10/2020 3/10/2020 5/24/2019 3/10/2020 3/10/2020 3/10/2020 5/24/2019 3/10/2020 3/10/2020 3/10/2020 5/24/2019 3/10/2020 3/10/2020 3/10/2020 5/24/2019 3/10/2020 3/10/2020 3/10/2020 5/24/2019 3/10/2020 3/111/2020 3/111/2020 3/10/2020 3/10/2020 3/10/2020 3/10/2a20 5/24/2019 5/24/2019 5/24/2019 .__.5/24/21210 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/21319 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5124/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/21119 5/24/2019 Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 ADSLLP-00077664. #78118405 v2 Packet Pg. 91 3.1.a Arq ultectonica Arq uilectonica Arq ullectonica Arq uitedonica Arq uilectonica Arq uilectonica Arq ullectonica Arq uilectonica Arq tidednnlca Arquitedonica ArquRectonica ArquRectonica ArquRedonica Arq ate donira ArquRectonica ArquRectonica Arquitectonica Argidectnnica Arq uilectonica Arq uitedcnfca Arq uitedonica Arq uitedonica Arq uilectonica Arq uitedonica Arq uitedonica Arq uitedonica Arq uitedonica Arq ullectonica Arq uitedonica ArquRectonica Ar jtide"donica---"__-"-- Arq uifectonlca Arq uhectonica Arquheclonlca ArquRectonica Alq ulte ctonica Arq uilectonica Arq uitedonica A7.107 A7.108 A7.109 A7.110 A7.111 A7,112 A7.113 A7,114 A7.115 A7.116 A7.117 A8.101 4.8.102 A8.103 A8.104 A8.105 A8.106 A8.107 A8.108 AR.109 AB.110 A8.111 A3.112 A8.113 A8.114 A8.115 A8.116 L51.100 LS1.101 LS1.102 i51.103 LS1.104 L51.105 L51.106 15.1.107 LS1.108 L51.109 L51.119 Details: Glaxing Details: Doors Details: Doors Details: Stairs& Railings Details: Reciting Details: Roofing Details: Roofing Details: Miscellaneous Details: Expansion Joint Details Details: Accessibility Details: Accessibility Schedule: Windows Schedule: Windows Schedule: Glazing Schedule: Glazing Schedule: Glazing Schedule: Glazing Schedule: Glazing schedule: Glazing Schedule: Glazing Schedule: Glazing Schedule: Glazing Schedule: Glazing Breezeway Schedule: Glazing Club House Schedule: Door- Units Door Schedule Common Areas Schedule: Finishes Me Safety Notes & Legend Level 1 Life Safety Plan Level 2 Lde Safely Plan ieiefil rtr6 SAteiy.Plan ___-- Level 4 Life Safety Plan Level5life safety Plan Level 6 Lire Safety Plan Level7 Life Safety Plan Level 8 LRe Safety Plan Level 9 Lile Safety Plan Leve 110/1YP.7ower Life Safely Plan 5/18/2020 S/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/15/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 1718/23220 ._. 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/1.8/2020 CIVIL DRAWING NO. DRAWING TITLE DATE GRAFF GRAEF GRAFF GRAEF GRAEF GRAEF GRAEF GRAEF GRAEF GRAEF GRAEF GRAEF GRAEF GRAEF GRAEF GRAEF GRAEF C5-0 CS-1 CS-2 CS-3 CS-4 CS-5 CS-6 CS-7 CS-8 CS-9 CS-10 CWS-1 CWS-2 CWS-2A CWS-3 CWS4 CWS-5 Cover Sheet Layout Plan Striping/Signage Plan Paving -Grading -Drainage Plan Site Details Site Details and Sections Drainage Details Drainage Details Drainage Details Drainage Details Stormwater Pollution Prevention Nolesand Plan Water and Seeet Notes Water and Sewer Plan Water Detail and Profiles Sewer Profiles Water Turbo -Meter Details Water Details 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/202D 5/29/2020 5/29/202D 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 STRUCTURAL DRAWING NO. DRAWING 11TLE DATE De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc, 5-1.0A Structural Notes 5-1,08 Structural Notes 5-1.1A Partialloundaticn/Ground Flom Plan 5-1.1.13 PartialFoundation/Ground Floor Plan 5-11-2 PartlalFoundatlon/Ground Fleur Plan S-1,1.D Part}alFoundatien/Ground Floor Plan 5-1.1.E Partial Second Floor Ramp Framing 5-1.2.A Pa dial Parking 1 Floor Framing Plan 5-1.2.8 Partial Parking 1 Floor Framing Plan 5-1,2.0 Padlal Parldng 1 Floor Framing Plan 5-1,2,D Partial Parking 1 Floor Framing Plan 5/24/2019 5/24/2019 3/10/2020 3/10/2020 3/10/2020 3/10/2020 5/24/2019 3/10/2020 3/10/2020 3/10/2020 5/24/2019 ADSLLP-00077664.16 #78118405_v2 ADSLLP-00077664. Packet Pg. 92 3.1.a De Los Reyes Engineering, Inc. 5-1.16.AR ❑e Los Reyes Engineering, Inc. 5-1.16.A De Los Reyes Engineering, Inc. 5-1.16.BR De Los Reyes Engineering, Inc. 5-1.16.0 De Los Reyes Engineering, Inc. 5-1.16.CR De Los Reyes Engineering, Inc. 5-1.16.0 De Los Reyes Engineering, Inc. 5-1.17,AR De Ins Reyes Engineering, Inc. 5-1.17.A De Los Reyes Engineering, Inc. 5-1.17.0R De Los Reyes Engineering, Inc. 5-1.17.6 De Los Reyes Engineering, Inc. 5-1.17.CR De Los Reyes Engineering, Inc. 5-1.17.0 De Los Reyes Engineering, Inc. 5-1.19.A De Los Reyes Engineering, Inc. 5-1.18.B De Los Reyes Engineering, Inc. 5-1.19.0 De Los Reyes Engineering, Inc. 5-1.19.A De Los Reyes Engineering Inc. 5-2.1 De Los Reyes Engineering, Inc. 5-2.2 De Los Reyes Engineering, Inc, S-2,3 De Los Reyes Engineering, Inc. 5-2.4 De Los Reyes Engineering, Inc. S-2.5 De Los Reyes Engineering Inc. 5-3.14 De Los Reyes Engineering, Inc. 3.3.7. De Los Reyes Engineering, Inc. 5-3.2 De Los Reyes Engineering, Inc. S-3.3 De Los Reyes Engineering, Inc. 5-3.4 De Las Reyes Engineering, Inc. S-3.5 De Los Reyes Engineering, Inc. 5-3.6 De Los Reyes Engineering, Inc. S-3.7 De Los Reyes Engineering, Inc. 5-3.8 De Los 1Reyes Ehgmee ring;Inc.-----S-3.9__- De Los Reyes Engineering, Inc. 5-3.10 De Los Reyes Engineering, Inc. 54.1 De Los Reyes Engineering, Inc. 5-4.2 De Los Reyes Engineering, Inc. 54.3 De Las Reyes Engineering, Inc. 54.4 De Los Reyes Engineering, Inc. 54.5 De Los Reyes Engineering inc. 54.6 De Los Reyes Engineering, Inc. 5-5.1 De Los Reyes Engineering, Inc. 5-5.2 De Las Reyes Englneerhrg Inc. 5.5.3 De Los Reyes Engineering, Inc. 5-5.4 De Los Reyes Engineering, Inc. 5-5,5 De Los Reyes Engineering Inc. 5-5.6 De Los Reyes Engineering Inc. 5-5.7 De Las Reyes Engineering, Inc. 5-5.R De Los Reyes Engineering, Inc. 5-5.9 De Las Reyes Engineering, Inc. 5-5,1.0 De Los Reyes Engineering, Inc. 5-5.11 De Las Reyes Engineering, Inc. S-5.12 De Los Reyes Engineering, Inc. 5-5.13 De Los Reyes Engineering Inc. 5-5.14 De Los Reyes Engineering Inc. 5,.5.15 De Los Reyes Engineering Inc. 5-5.16 De Los Reyes Engineering, Inc 5-5.17 De Los Reyes Engineering, Inc. 5-5.11 De Las Reyes Engineering, Inc. S-5.19 De Los Reyes Engineering, Inc. 5-6.1 De Los Reyes Engineering, Inc. S-6.2 De Los Reyes Engineering, Inc, 5-6.3 De Los Reyes Engineering, Inc. S-6.4 De Los Reyes Engineering, Inc. S-6.5 ❑e Los Reyes Engineering, Inc. 5£,6 De Los Reyes Engineering, Inc. 5-6.7 ❑e Los Reyes Engineering, Inc. 5b,8 De Los Reyes Engineering, Inc. S-6.9 De Los Reyes Engineering, Inc. 5-6.10 De Los Reyes Engineering, Inc. S-6.11 Partial 191h Reinforcing Plan Partial 19th Level Framing Plan Partial 19th Reinforcing Plan Pa rtial 19th Level Framing Plan Partial 19th Reinforcing Pan Pa rtia€19th Level Framing Plan Partial Roof Reinforcing Plan Partial Roof Framing Plan Partlat Roof Reinforcing Plan Partial Roof Framing Plan Partial Roof Reinfe rcing Plan Partial Roof Framing Plan Partial Intermediate Roof Framing Plan Partial Intermed ate Roof Framing Plan Pa rtial 1 ntermed iate Roof Framing Plan Partial Upper Roof Framing Plan Details Detail Details Details Details Concrete Beam Schedule East Tower Concrete Beam Schedule North Tower Concrete Beam Schedule North and East Tower Concrete Beam Schedule North and East Tower Concrete Beam Schedule North and Easl Tower Concrete Beam Schedule North and East Tower Concrete Beam Schedule North and Fast Tower Concrete Ream Schedule North and Gast Tower Concrete Beam Schedule North Tower ---ConcrefeBeaio Schedule East l'oweL. -__-- ---- Concrete Beam Schedule Column Detail Column Detail Column Schedule EastTower Column Schedule East Thwer Column and Footing Schedule Concrete Beam Detail Pile & Cap Detail Shear Wall Detail East Shear Wall Detail East Shear Wall (2) East Slrear Wall Reinforcing East Shear Wa€i No. 3 East Shear Wall No.3 Reinforcing East Shear Wall No, 58 6 Reinforcing COLS: E36, EB2, E112 & E113 (East) Reinforcing Shear Wall No.1 North Shear Wall 2 & 3 North Shear Wall 2 & 3 North Shear Wall No.4 North Shear Wall No.4 North Shear Wall No.4 & 5 North-SWN-5& 5WE4 Shear Wall No.6 & 7 North Shear Wall No. 8 North Shear Wall No.8 North Column Reinforcing Plan Shear Wall2N Reinforcing5chedule Shear Wall Parking4. Retail1A Parking-15hear Wall, Grd Floor SWN 4 Reinforcing Detail Parking 2 10 Parldng 3 Shear Wall-Prking Shear Wall Retail !A to Retail 2A Shear Wall, Retail3A Shear Wall Amenities 9th Shear Wall 10th to Roof Shear Wall Reinforringfor Grd Flr, Parking 1to Retail 3A, 4A Grd to 9th Fir Amenities Floor Reinforcing Detail Shear Wall N-n Reinforcing Detail Park-4 Shear Wall N-9 Retail lA to Amenities Shear Wall N-n Reinforcing Details -Amenities 9th Fir. loth-18th Fir 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2919 3/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/7.4/2019 5/24/2019 5/24/2019 5/24/2019 6/24/2019 5/30/2020 5/30/2020 5/30/2020 3/10/2020 5/30/2020 5/30/2020 5/30/2020 5/30/202.0 5/35/2020...____. 3/10/2020 3/10/2020 3/10/2020 5/24/2019 5/24/2019 3/10/2020 3/10/2020 5/24/2[119 5/24/2019 5/24/2019 3/10/2020 3/10/2520 3/10/2020 5/24/2019 3/10/2020 3/24/2019 3/10/2020 3/10/2020 3/10/2020 3/10/2020 3/10/Z020 3/10/2020 5/24/2019 3/10/2020 3/10/2020 3/10/2020 3/10/2520 3/10/2020 3/10/2620 5/24/2019 5/24/2619 5/24/2019 3/10/2020 3/10/2020 3/10/2020 3/10/2020 3/10/2020 ADSLLP-00077664.16 ADSLLP-00077664-. #78118405 v2 Packet Pg. 93 3.1.a De Los Reyes Engineering, Inc. 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De Los Reyes Engineering, Inc. ➢e Los Reyes Engineering, Inc. 5-6.12 Reinforcing Details Grd Floor and Parking S-6,13 Shear Wall Reinforcing Retail /A, 2A, 3A, Amenities 5-6.14 10thto Roof FlonrSWE2 Reinforcing 5-6.15 Retail 1A, 2A, 3A Reinforcing Detail 5-6.16 Grd Fir SWN-4, Prlk-1to Retail 3A, Retail 4A Shear Relnf. 5-6.17 Grd Hr SWN-4,Pk1-Re1a113A, 4A Amenities to Roof Shear N-4 S-6,18 Shear Wall E-5 and E-6 Relnfnrdng ➢etaii 5-6.19 SWE- 5 and SW[-6 Reinforcing Detail S-6.20 Shear Wall N-2 Reinforcing Detail 5-6,21 Shear Wall N-8 Reinforcing Detail 5.6.22 Shear Wall N-4 Reinforcing Detail S-6.23 Shear Wall E-5, N-6, N-7 Reinforcing Detail S-6.24 Shear Wall E-3 Reinforcing Detail 5-5.25 Shear Wall E-2 Reinforcing Detail 5 7.1 Sections 19 G rd Fir & Pile Caps S-7.2 Connection Details Concrete Beams 1-13 5-7,2.1 Connection Details Concrete Beams 1-11 PCJ 5-7.2.2 Connection Detal€s Concrete Beams 1-1.1 PCJ 5-7.2.3 Connection Details Concrete Beams 1-14 PCJ 5-7.3 Sections ParkingGalage 5-7.3.1 Sedians I & 2 Edge Elevation Ramp 5-7.3.2 PCi and CM Connection Details 5-7,3,3 Connection Details et Ramp and Garage 5-7.4 Connection Details at Ramp and Garage 5-7.5 Concrete Detail Amenity Deck Details 5-7.9 Concrete Detail Amenity Deck Details 5-7.91. Concrete Detail Amenity Deck Details 5-7.9.2 Concrete Detail Amenity Deck Details 5-7.9.3 Concrete Detail Amenity Deck Details w/Planllu 5-7.9.4 Concrete Detail Amenity Deck Delailsw/Planter 5-7.9.5 Concrete 0etailAmentty➢eck Details S-7.10 Past Tension Concrete Tle-In Details 5-8.1 North Bldg C.Iev, Windows and Doors Positive Pressures S-8.2 North Bldg Elev, Windows and Doors Negative Pressures S-8.3 West Elevations Windows and Doors Positive Pressures 5-8.4 West Elevations Windows and Doors Negative Pressures 5-8.5 East Elevations Windows and Doors positive pressures 5-R.6 East Elevations Windows and Doors Negative Pressures 5-B.7 South Bldg Elev, Windows and Dools Positive Pressures 5-8.8 South Bldg Elev, Windows and Doors Negative Pressures 5.8.9 Windows and Doors Positive Pressures. Roof Plan 5-8.10 Windows and Doors Negative Pressures Roof Plan 3/10/2020 3/10/7020 3/10/2020 5/24/2019 5/24/2019 5/24/2019 3/10/2020 5/24/2019 5/24/2919 5/24/2019 5/24/2919 5/24/2019 5/24/2019 5/24/2019 3/10/2020 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/14/2019 5/24/2919 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/2019 5/24/21119 5/24/2019 5/24/2019 5/24/2019 MECHANICAL DRAWING ND, DRAWING TITRE DATE JALRW IALISW (ADM Alm JALRW JALRW JALRW JALRW JALRW JALRW IALRW IALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW IAtR W JALRW JALRW JALRW JALRW ETR-1 Load Calculations Common Areas E1R -2 Load Calculations Apartments M001 HVAC General Notes, and legends MOO2 HVAC Specifications M101A HVAC Partial Plan -Ground Floor M10115 HVAC Partial Plan -Ground Floor M101C HVAC Parllal Pktn-Ground Floor M101D HVAC Partial Plan-GrOnnd Floor M102A HVAC Partial Plan -Parking Level 1(Leve12) M102B HVAC Partial Plan -Parking Level1(I.Ve12) M102C HVAC Partlaf Plan -Parking Level l(Level2) M102D HVAC Partial Plan -Parking Level 1 M103A HVAC Partial Plan -Parking Level 2 ( Level 3) M1.0313 HVAC Partiai Plan -Parking Level 2 (Level 3) M103C HVAC PaRla1 Plan -Parking Level 2 (Level 3) M103D HVAC partial Plan -Parking Level 2 (Level 3) M104A HVAC Partlaf Phan -Parking level 3 (Level 4) M10413 HVAC Partial Pta n-Parking Level 3 (Level 4) M 104C HVAC Partial Pia n-Parking Level 3 (Level 4) M104D HVAC Partial Plan -Parking Level 3 (Level 4) M 105A HVAC Partial Plan -Parking Level 4 (Level 5) M1953 HVAC Partial Plan -Parking Level 4 (Level 5) M1O5C HVAC Partial Plan -Parking Level4 (Level 5) M105D I-IVAC Partial Phan -Packing Level 4 (Level 5) M106A HVAC. Partial Plan -Recall Leve11A (Level 6) 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/202D .5/29/2020 5/29/2020 5/29/2020 5/29/2920 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5129/2020 5/29/2020 5/29/2020 5/Z9/2020 5/29/2020 Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 #78118405_Y2 ADSLLP-00077664. Packet Pg. 94 3.1.a JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JAIRW JALRW JAIRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JAI.RW MAW JALRW JALRW JALRW 1ALRW JALRW JALRW JALRW IA LAW JALRW JALRW JALRW JALRW JALRW JALRW M106R M106C M106D M107A M107R M 107C M107D M108A M1080 M108C M 1080 M 118JMA M108M8 M108MC M 108M D M 109A M 1096 M109C Mt 09D M110A M1100 M110C M111A M1118 M111C M401 M402 M403 M404 M405 M406'.. M407 M501 M 502 M503 M504 Ms01 M602 54603 M604 M701 M702 M801 M802 M901 HVAC Partial Plan -Retail Level 1A (Level 6) HVAC Partial Plan -Retail Level SA (Level 6) HVAC Partial Plan -Retail Level 1A (Level 6) HVAC Partial Pfan-Relail Level 2A (Level 7) HVAC Partial Plan -Retail Leve12A (Level 7) HVAC Partial Plan -Retail Leve € 2A (Level 7) HVAC Partlal Plan -Retail Level 2A (Level 7) HVAC Partial Plan -Retail Love) 59 (Level 0) HVAC Partial Plan -Retail Leve 13A (Level 8) I IVAC Partial Plan -Retail Leve 13A (Level 8) HVAC Partial Plan -Retail Lave 13A (Level 8) HVAC Partial Plan -Level 8 (Mechanical) HVAC Partial Plan -Level 8 (Mechanical) HVAC Partial Plan -level 8 (Mechanical) HVAC Partial Plan -Level 8 (Mechanical) HVAC Partial Plan -Level 9 HVAC Partial Plan -Level 9 HVAC Partial Plan -Level 9 HVAC Partial Plan -Level 9 HVAC Partial Plan -Typical Level (10-19) HVAC Partial Plan -Typical Leve€ (10-19) HVAC Partial Plan -Typical Level (10-19) HVAC Partial Plan -Roof Level (20) HVAC Partial Plan -Roof Level (20) HVAC Partial Plan -Roof Level (20) HVAC Enlarged Unit Plans -A Series HVAC Enlarged Unit Plans- R Series HVAC Enlarged unit Plans - R serles I-IVAC Enlarged Unit Plans HVAC Enlarged Plans _.._-10VACEntarged Roof Mans HVAC Enlarged Plans - Elevator Rooms HVAC Details HVAC Details HVAC Details HVAC Details HVAC Schedules HVAC Schedules HVAC Schedules HVAC Schedules HVAC (VRV) Diagrams HVAC (VRV) Diagrams Smoke Control Sequence of Operation and General Notes HVAC Risers HVAC Risers 5/29/2020 5/29/2010 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2 n2n 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2920 5/29/2020 5/79/2070 i 5/29/2020 5/29/2020 5/29/2020 5/Z9/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2070 5/29/2020 PLUMBING DRAWING NO. DRAWING 1111E DATE JALRW JALRW JALRW JALR W JALRW JAIRW JALR W JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW P001 Plumbing General Notes, Legend and Schedules P10SA Plumbing Partial Plan -Ground Floor P1018 Plumbing Partial Plan -Ground floor 1€101C Plumbing Partlal Plan -Ground Floor P101D Plumbing Partial Plan -Ground Floor P102A Plumbing Partlal Plan - Parking Level 1. (level 2) P1028 Plumbing Partial Plan - Paridng Level 1 (Level 2) P102C Plumbing Partial Plan - Parking Levoll (Level 2) P102D Plumbing Partial Plan- Paridng Level 1 (Level 2) P103A Plumbing Partial Plan - Parking Level 2 (Level 3) P10313 Numbing Partial Plan - Parking Level 2 (Level 3) P103C Plumbing Partial Plan - Parlang Level 2 (Level 3) P103D Plumbing Partial Plan - Parking Level 2 [Level 3) P104A Plumbing Partial Plan - Padang Level 3 (Level 4) P1046 Plumbing Partial Plan - Parking Level3 (Level 4) P104C Plumbing Partial Plan - Parking Level 3 (Level 4) P104D Plumbing Partial Plan - Parking level 3 (Level 4) P105A Plumbing Partial Plan - Paridng Level4 (Level 5) P10513 Piumbing Partial Plan - Parking Level 4 (Level 5) P105C Plumbing Partial Plan - Parking Level 4 (Level 5) P195D Plumbing Partial Plan - Parking Level4 (Level 5) P106A Plumbing Partial Plan - Retail Level to (Level 6) 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2920 5/29/202D 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/19/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 ADSLLP-00077664. #78118405 v2 Packet Pg. 95 3.1.a JALRW 1ALR W JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JAIRW JALRW JAIAW JALRW JALRW JALRW JALRW JALRW JALRW JALR W JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW P1068 Plumbing Partial Plan -Retail Level 3A (Level6) P106C Plumbing Partial Plan -Retail Level IA (Level 6) P1060 Plumbing Partial Plan - Retail Level IA (Level 6) P107A Plumbing Partial Plan -Retail Level 2A (Level 7) P10713 Plumbing Parial Plan - Retail Level 2A (Level 71 P10%C Plumbing Partial Plan - Retail Level 2A (Level 7) P107D Plumbing Partial Plan - Retail Level 2A (Level 7) P108A Plumbing Partial Plan - Retail Level 3A (Level 8) P1083 Plumbing Partial Plan - Retail Level 3A (Level 8) P108C Plumbing Partial Nan -Relail Level 3A (Level 8) P1.0811 Plumbing Partial Plan - Retail Level 3A (Level 8) P108MA Plumbing Partial Plan - Level 8 (Mechanlco1) P108MB Plumbing Partial Plan s Level 8(Mechanleal) P108MC Plumbing Partial Plan- Level 8 (Mechanlcai) P108MD Plumbing Partial Plan. Level 8 (Mechanical) P109A Plumbing Partial Plan - Level 9 P10913 PlnmbingPartial Plan - Level 9 P109C Plumbing Partial Plan - Level9 P1.09D PlumbingPartlal Plan - Level9 P110A Plumbing Pal llal Plan -Typical Level (11-19) P110B Plumbing Partial Plan Typical Level (10-19) P110C Plumbing Partial Plan -Typical Level (10-19) P111A Plumbing Partial Plan - Roof Level (Level 20) P1118 Plumbing Partial Plan - Roof Level (Level 20) P111C Plumbing Partial Plan - Roof Level (Level 20) P401 Plumbing Enlarged Unit Plans- ASe nes P402 Plumbing Enlarged Unit Plans-R Series P403 Plumbing Enlarged Unit Plans -Amenities Level P501. Plumbing Details P502 Plumbing Details ".P503. ....... P1timb1ng DktaTis-. P901 Plumbing isometrics P902 Plumbing isometrics P903 Plumbing Is0lnetrics P904 Plumbing Isometrics P945 Plumbing !winch-RS P906 Plumbing Isometrics P907 Plumbing Isometrics P908 Plumbing Isometrics P909 Plumbing Isometrics P910 Plumbing Isometrics P911 Plumbing Isometrics 5/29/2070 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/79/7020 5/29/207..0 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/79/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/79/7020 5/29/2070i 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/207A 5/29/2 020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 FIRE PROTECTION DRAWING NO, DRAWING TITF-E DATE JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW IALR W JALR W JALRW JAIRW JAJR W JALRW JALRW JALRW JALRW JALRW JALRW FP001 FP101 FP102 FP103 FP104 FP105 FP106 FP107 FP108 FP108MA FP108MB FP108MC FP108M D FP109 FP110 FP111 FP401 PP402 FP501 Tire Protection General Notes, Legend and Details Fire Protection Floor Plan -Ground Floor Fire Protection Floor Plan- Parking Leve 11(Level 2) Fire Protection Floor Phan- Parking Level 2 (Level 3) Fire Protection Floor Plan- Parking Level 3 (Level 4] Fire Protection Floor P€an- Parking Level4 (Level Si Fire Protection Floor Plan -Retail Level 1A (Level 6; Fire Protection Floor Plan- Retail Level 2A (Level 7; Fire Protection Floor Pin -Retail Level 2A (Level B; Fire Protection Floor Plan - Level 8 (Mechanical) Fire Protection Floor Plan - Level 8 (Mechanical) Fire Protection Floor Nan - Level 8 (Mechanical) Fire Protection Floor Plan - Level 8 (Mechanical) Fire Protection Door Plan - Level 9 Fire Protection Floor Plan -Typical Level (10-19) Fire Protection Roof Plan Level (20) Fire Protection Enlarged Unit Plans - A Se ries Fire Protection Enlarged Unit Plans-B Series Fire Protection Details 5/29/2G20 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/79/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 ELECTRICAL DRAWING NO. DRAWING TITLE DATE JAIRW JALRW JALRW JALRW JALRW E001 E002 Elea E101A 11018 Ele tlica General Notes Electrical Legend aid 5chedrde Electric9 Site Plan Pover Partial Ran -Ground Pk, Paver Partial Flee -Ground Fick. 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 ADSLLP-00077664,16 #78I18405_v2 ADSLLP-00077664. Packet Pg. 96 3.1.a JAIRW E101C JALRW E501171 SALRW E107A JALRW E1079 JALRW HNC JALRW E1020 JALRW E193A JALRW E103E JALRW El33C JALRW F1o3o JALRW E104A JALRW FL1746 JALRW E1u4c JALRW F.1041n JALRW E105A JALRW E105E JALRW E1o5c JALRW E10517/ JALRW E106A JALRW E1053 JALRW E106C JALRW E10619 JAIRW E107A JALRW El.079 JALRW E107C JALRW F107P JAIRW E]06A JALRW El DEB JALRW Ef305 JALRW E1080 JALRW .___..E1oelwa_.. JALRW E10810E1 JALRW F.10EMC JALRW E108ML1 JALRW E109A JALRW E3.1090 JAIRW F109c JALRW E119D JAIRW E110A JALRW E11013 JALRW 6110C JALRW F111A JALRW E111E JAIRW F111c JALRW E301 JALRW E302 JALRW E303 JALRW 1304 JALRW E401 JALRW E402 JALRW E407 JAIRW E404 JAIRW F405 JALRW E406 JALRW E407 JALRW E41R JALRW F501 JAIRW F502 JALRW E5031507) JALRW E601 JALRW E602 JALRW E503 JALRW E504 JALRW E605 JALRW E606 JALRW Ego? JAIRW 0608 JALRW E6o9 Power Palle/ Pan -Ground Flom Paver Partial Plan -Ground Haar Electdcd Partial Plan -Parking Level (level 7) Electrical Partial Plan -Parking Level/ (Level 2) Eledrlc4 Partial Pan -Pa -king Level (Level 7) Flectrica: Partial Pan -Paling Level 1(Level 2) Electrical Parh'a1 Flan -Pa -king Level 0 {Level 3) Electrical Pared Pan -Patting Level 2 (Level 3) Electric4 Partial Nan -Pa -king LeVel 2 )Level 3) Electrical Perdu.] Plan-Paldrg Level 2. Revel 3) Electrical Partial Nan -Parking Level 7 (Level 4) Electrical Partial Nan -Parking Level 3 (Lave14) Electrical Pardo Nan -Pak re level a (1002l4) Electrical Partial Nan -Parking Level 3 (level 4) Electrical Partied Nan -Paling Level 4(Level 5) Elertrcd Partial Nan -Perkins Level 4 (Level 5) Electrical Partial Nan -Parking Level 4(Level 5) Eleclricd Pagel pan-Paridng Level 4(Level 5) Electrical Partial Plen-Re0d1 Level 1A (Level 61 Electrical Partial Plan-Retd1 Leve11A (Level 6) Electrical Pardo! Flan-Rela1 Level 1A (Level 6) ElecMc2 Partial P€en-Betel Love/ 1A (I.eval 6) Eloctrical Partial Han-9eta1 Level 2A(Leve1 7) Electrical Partial Nan -Retail level 2A (Level 7) Electrical Partial Man -Retail Level 2A(Level 7) Electrical Partial Plan -Retail Level 2A (Level 7) Electrical Partial Nan-Rata1 lever 3A Revel ) Flecrricd Portal Plan-Reteil Leve13A (Level 8) Elecnfc2 Partial Nan -Retail Levet 3A )Leve18) Elecrccal Partial flan -Retell Leval3A (Level 8) •EreEtrIcel Partialt0af= Level "0.,telaiarilIEll8 Electrical Partial Flan - Level 8 (Mechanical) Eledriwl Partial Plan - Level E (Mechanical Electrical Partial Nan -Level 8 (Mechanical Paver Parti2 Plan -level 9 Power Partid Plan -Level 9 Electrical Partial Non - Leval 9 paver Partial Plen-ieuel 9 Electrical Per2ol Plan -Typical Level (10.19) Electrical Parts Plan-Typied Level (10.19) Electrical Pa0s4 Plan- ypic2 Level (1R 19) Electrical Partial Nan -Roof Level (Level 7A) Electrical Portal Nan -Roof Level (Level 20) Electrical Partial Plan -Roof Level (Level 20) Fire Alarm/o0AIrelecom iliser Lk4rani Fire Al a-m/RE14ffe1ecvm Riser L\tsrarn Power Riser Diagram Power Riser Dim ram Electrical Enlarged PIB7-Greund flour Electrical Enlarged Plen-Second Floor Electrical Enlarged Nano-4th to 19th Level Elect -Fired imaged Aans-15th Lave! Eectrcal Enlarged ilni9 Plans -A & S Series llectricd Enlarged Lhit Plats-Eeerles Electrica Enlarged Linit Plans -C Seiiee Electrical Enlarged /hit Nuns • Elevator Recurs 210,02cei petals Electrical oetsls E€eehlca Llata's Panel Schedules Panel Schedules Pond schedules Panel Schedules Panel Schedules Panel Schedules Panel Schedules Panel Schedules Panel Schedules 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 .5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/2.9/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 3/24/202R- 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/232o 5/29/21120 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/Z9/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 ADSLLP-00077664.16 ADSLLP-00077664. #78118405v2 Packet Pg. 97 3.1.a JALRW E510 JALRW E611 JALRW Eti11 JALRW E613 JALRW E614 JALRW E675 JALRW F.616 JAIRW E617 JAIRW E701.1 JAIRW F701-2 JALRW Elm -a JALRW E701-4 JALRW E7n1A JALRW E7018 JAIRW E7CIC .JALRW E7011) JALRW E702-1 JALRW F707-2 JALRW E703-1 JAIRW F703-2 JALRW E704-1 JALRW E704-2 JALRW E705-1 JALRW F705.2 JALRW E709-1 JALRW E705-2 JAIRW E710•1 JALRW MD-2 FIRE ALARM DRAWING n JAIRW FA001 JALRW FA101A JALRW FA1010 JALRW FAi01C JAIRW FA1010 JALRW FA102A JALRW FA10213 JALRW FA102C JALRW FA10213 JALRW FA103A JALRW FA103R JAIRW FA103C JALRW FA1030 JALRW FA104A JALRW FAI040 JALRW FA104C JALRW FA104D JALRW FA105A JALRW FA1050 JAIRW F-A105C JALRW FA1051) JAtRW FA10GA JALRW FA1060 JALRW FA106C JALRW FA106D JAIRW FA107A JALRW FA1076 JALRW FA107C 3ALRW FA107D JAIRW FA10811 JALRW FA1080 JALRW FA103C JALRW FA10B0 JALRW FA109A JALRW FA109R JALRW FA109C JALRW FA1090 JALRW FA110A JAIRW FA1100 Penal Schedues 5/29/2020 Panel Schedules 5/29/2020 Panel Schedules 5/29/2020 Panel Schedules 5/29/2020 Panel Schedules 5/29/2020 Panel Schedules 5/29/2020 Panel Schedules 5/29/2070 Panel `sheduleo 5/29/2020 Photometric Fl vor Pan -Ground Floor -Normal blade 5/29/2020 Photometric Hoar Plan -Ground Fleur -Emergency Mode 5/29/2020 Phatc netec Floor Plan-R0H (ONE FL) - Normal Mode 5/29/2020 Photometric Floor Pla,-0OH (GN0 RI - Emergency Modn 5/29/2020 lighting Partial Flan - Ground Floor 5/29/2020 Lighting Partial Nan - Ground Floor 5/29/2020 Lighting Partial Plan • Ground Level 5/29/2020 Lighting Partial Ran - Ground Floor 5/29/2020 Photometric none Plea -Parking Levell - Normal Mode 5/29/2020 Photometric Hoer Flan -Parking Levell - Emergency Mode 5/29/2020 Fteremeritc Floor Flan -Parking Levet2- Normal Mole 5/29/2020 Photometric How Ran -Parking Level 2- Emergency Mode 5/29/2020 Photometric Hour Plan -Parking Level3 - Normal Made 5/29/2020 Photometric Harr Ran -parking level 3- Emergency Mode 5/29/2020 Pholonetric Ebro Plan -Parkins Lev8I4- NItlerndl Mode 5/29/2020 R,otonetric Horn Plan -Parking Level 4- Emergency Mode 5/29/2020 Photometric H our Plan -level 9-Normal Mode 5/29/2020 Photo metric floor Pen Level 1- Emergency Mode 5/29/2020 Photometric Floor Plan Level 10- Normal Mode 5/29/Z020 Photometric Floor ale, -revel 10 - Emergency Mode 5/29/2020 DRAWING 711LF OATS Fire Alarm General Notes & Symbol Legend Fire Alarm Partial Plan - Ground Floor Fire Alarm Partial Plan - Ground Floor Fire Alarm Partial Plan -Ground Floor Fire Alarm Partial Plan - Ground Floor Fire Alarm Partial Flan - Park€ng Level 1(level 2) Fire Alarm Partial Plan - Parking Level 1(Level 2) Fire Alarm Partial Plan - Parking Level l(Level 2) Fire Alarm Partial Plan - Parking Level 1 (Level 2) Fire Alarm Partial Plan - Parking Level 2 (Level 3) Fire Alarm Partial Plan - Parking level 2 (Level 3) Fire Alarm Partial Plan - Parking level 2 (Level 3) Fire Alarm Partial Plan - Parking Level? (Level 3) Fire Alarm Partial Plan - Parking Level 3 (Leve[ 4) Fire Alarm Partial Plan -Parking Level 3 (Level4) Fire Alarm Partial Plan - Parking Level 3 (Level4) Fire Alarm Partial Plan - Parking Level 3 (Level4) Fire Alarm Partial Plan - Parking Level4 (Level 5) Fire Alarm Partial Plan - Parking Level4 (Level 5) Fire Alarm Partial Plan - Parking Level4 (Level 5) Fire Alarm Partial Plan - Parking Level4 (Level 5) Fire Alarm Partial Plan - Retail Level 1A (Levet 6) Fire Alarm Partial Plan - Retail Level 1A (Level 6) Fire Alarm Partial Man - Retail Level 1A (Level 6) Fire Alarm Partial Plan - Retail Level 1A (Level 6) Fire Alarm Partial Plan - Retail Level 2A (Level 7) Fire Alarm Partial Plan - Retail Level 2A (Level 7) Fire Alarm Partial Plan - Retail Level 2A /Level 7) Fire Alarm Partial Plan - Retail Level2A (Level 7) Fire Alarm Partial Plan - RetaiI Level 3A (Level 8) Fire Alarm Partial Plan - Retail Level 3A (Level B) Fire Alarm Partial Plan -RetaiI Leve13A (Level 0) Fire Alarm Partial Plan - Retail Level 3A (Level of Fire Alarm Partial Plan- Level 9 Fire Alarm Partial Plan - Level 9 Fire Alarm Partial Plan- Level9 Fire Alarm Partial Plecl - WWI 9 Fire Alarm Partial Plan -Typical Level (10-19) Fire Alarm Partial Plan -Typical Level (10-19) 5/29/2070 5/29/2520 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/202❑ 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2B20 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 ADSLLP-00077664.16 ADSLLP-00077664. #f78118405_v2 Packet Pg. 98 3.1.a JALRW FA11OC JALRW FA301 Fire Alarm Partial Plan -Typical Level (10-19) Fire Alarm Riser Diagram 5/79/2070 5/29/2020 LOW VOLTAGE DRAWING NO, DRAWING TITLE DATE SIS- Systems integrated Solutions C5-9u0 515 - Systems Integrated Solutions SEC-1.01 SIS- Systems integrated Solutions 5Ec-9.02 SIS-Systems Integrated Solutions SEC-1.93 51S- Systems Integrated Solutions SEC-1.94 515 - Systems integrated Solutions SEC1.05 SIS - Systems Integrated Salutians sE24.Oe SIS - Systems Integrated Solutions SEC-1.07 SIS - Systems Integrated Solutions 56G1.013 SIS - Systems Integrated Solutions SE01.09 SIS -Systems integrated solutions SEC2.01 SIS Systems Integrated Solutions SEC-3.01 5I5 - Systems Integrated Solutions Av 1.01 SIS - Systems Integrated solutions AV-1.92 51S - Systems Integrated Solutions Av 4.03 5)5-SySlems Integrated SalutionS AV-1.04 515 - Systems Integrated Solutions Av 1.05 SIS - Systems Integrated Solutions ev-1.06 5iS - Systems Integrated Solutions NET-2.01 SIS - Systems Integrated Solutions NE -3.m SIS - Systems Integrated Solutions NET-3,62 5)5 - Systems Integrated Solutions NET-4.91 INTERIORS DRAWING NO. Arq uitectonica 6500 Arq uitectonlca G001 Arq trite ctonica 112101 Ar9rlftectonira _....-......1D1A7 Arqultectunlca ID103 Arquitectonica ID104 Arqultectenlca ID105 Arqui[ectonica ID106 Arqu4ectonica 10201 Argo)ectonica 10202 Arqutectenica ID203 Arquitectonica ID204 Arqultecionica ID205 Arqu{tectonica ID206 Arq uitecienica ID207 Arq u0ectanica 10208 Arqu€tecionica ID209 Arq uiteclenle2 ID210 Arq uiteclonica ID401 Arq uiteclenica 10452 Arq uftectonica ID4D3 Arq uRectonita 101404 Arq uiteclontca ID405 Arq uitectonica 10406 Arq uitecion€ca ID407 Arq uitectnnica 10408 Arq ultertonlca 111409 Arqu0e ctonica 10410 Arq uiiertonica 10411 Arq uitectonica 10412 Arquitectonica 117413 Arq uitectonica 1D414 Arq uitectonica iD415 Arq uiterlmdca I0416 Arq uhectonica I9417 Arqultectonlca 10418 Arq uRectonica 10419 Arquilecton1ca €0420 Arq uilectonica 10421 Arq uitectonica 7D422 Arq u)tectonlca 10423 Arq uitectonica 115424 Cover Sheet Synrhol Legend and Sheet Index Level l Roer Plen Level 2 (P1) rlcar Poe, Level 3 (P2) Floor Plan Level 4lP3) Floor Plan Level 5)04) Floor Ran Level 6 95 rPies tevel 7 Floor Plan Level 8 Rev Plan Level 9 Inn Pia, seosrlty Details Conduit 'Riser 17i rare Level 1 Floa Plan Level 2 (P11 Floor Nan Level 6 Foor Plan Level 7 Floor Plan Level 8 Floor Plan Level 5 Flow Plat Audio fY_LeIlo Unit Ions Series Unit Ran 9Series outlet csnfigura4on and Details DRAWING TITLE Cover Page General Notes Overall Plan -Level 1 Ground ....._.OveralPlan-level 9.Amenity Overall Plan -Level 10 -20 Residential Overall RCP- Level 1, Ground Overall RCP - Level 9 - Amenity overall RCP - Level 10-20 - Residential Elevations-Level1 GrOund Elevations -Level 1 Ground Elevations -Level l Ground Elevations-Leve € 9 -Amenity Elevations Level 9 Typical Residential Corridor Elevations Level 9 Typical Residential Corridor Elevations Level 10-20 Typical Residential Cdrridor Elevations Level 10-20 Typical Residential Corridor Elevations Typical units Elevations Typical Units Enlarged Floor Plans - Ground FlOor Enlarged RCP -Ground Floor Enlarged Finish Plan -Ground Floor Enlarged FurnRure plan - Ground Floor Enlarged Plan- €,ever 9- Rosidentls)Arne nity Enlarged RCP - Level 9 - Residential Amenity Enlarged Finish Plan - Level 9 - Resklentlal A merrily Enlarged Furniture Plan - Level 9 -Residential Amenity Enlarged Furniture Pfan - Level -Typical Corrldor Enlarged Plan - Level 9 -Typical Corridor Enlarged RCP - Level Typical Corridor Enlarged RCP - Level 9 Typical Corridor Enlarged Finish Plan Level 9 Typical Corridor Enlarged Finish Plan Level 9 Typical Corridor Enlarged Plan Level 10 - 20 - Typical Corrior Enlarged Plan Level 10 - 70 - Typical Corrior Enlarged RCP Level 10- 20 Typical Corridor Enlarged RCP Level 10 20 Typical Corridor Enlarged Finish Plan Level 10-20 Typical Corridor Enlarged Finish Plan Level 10-20 Typical Corridor Enlarged Plans Unit -A Series Enlarged Plans Unit -A&5 Series Enlarged Plans Unit -R Series Enlarged Plans Unit-0 & C Series 3/23/2020 3/23/2020 3/23/2020 3/23/20212 3/23/2020 3/23/2020 3(23/2020 3/23/2020 3/23/2020 3/23/2020 3/23/2020 3/23/2020 3/23/2020 3/23/2020 3/22/202D 3/23/2020 3/23/2020 3/23/2020 3/23/2020 3/23/2020 3/23/2020 3/23/2020 DATE 5/29/2020 5/29/2020 5/29/2020 ...5/29/2320 5/29/2020 5/29/702..0 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/20212 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5(29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 .5/29/2020 5/29/2020 .5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/7020 5/29/2020 5/29/2.020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2070 5/29/2020 Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 ADSLLP-00077664. #78118405Wv2 Packet Pg. 99 3.1.a Arq ultectonica Arq ultectonka Arq uItedonica Arq uilectooka Arq uitectonica Arq uitectunica Arq uttedonlca Arq rritectuuica Arq uttectonica Arq uitectunica Arq uitectunica Arqultecttnka Arq uitectonica Arquitectonica ID415 Enlarged PCPS Unit -A Series ID426 Enlarged RC PS Unit -A & S Series 10427 Enlarged RCPS Unit- 05eries ID420 Enlarged HOPS Unit - B & C Series 105111 NUM Dolalls ID502 Details !D601. Finish Schedule 10502 Lighting Schedule 1D603 schedule -Plumbing & Equipment ID504 Schedule Furniture 1D701 Millwork Details ID702 Millwork Details ID703 M 1ltwork Details ID7r14 Millwork Details 5/29/2020 5/29/2020 5/29/2020 S/29/2020 5/2.9/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 GARAGE DRAWING NO. DRAWING 1171E DATE Walker Consultants Walker Consultants Walker Consultants Walker Consultants Walker Consultants Walker Consultants Walker Consultants Walker Consultants Walker Consultants Walker Consultants Walker Consultants Walker Consultants PG1.01 Leve11 Entry/Exit Plan PG1.02 level 2 Parking Plan PG1.03 Level 3 Parking Plan PG1.04 Level 4 Parking Plan PG1.05 Level 5 Parking Plan PG1.06 Level6 Retail Plan PG1.07 Level? Retail Plan PG 1.08 Level B Retail Plan PG4.01 Enlarged Entry/Exit Pbns PG4,02 Enlarged Entry/Exit Plans Levels4 & 5 PG4.03 Conduit Legend -Equipment Legend, Bollard Details PG6.01 Signage Schedule, 5ignage Detail, Mounting Details 03/10/20 03/10/20 03/20/20 03/1D/20 03/10/20 03/10/2.0 03/10/20 03/10/20 03/10/20 03/10/20 03/10/20 03/10/20 LANDSCAPING I DRAWING NO. DRAWING 7171E DATE Witkin Design .Witkbtlleslgn Witkin Design Witkin Design Witkin Design Witkin Design Wltkln Design Witkin Design Witkin Design Witkin Design Wltkln Design Witkin Design Witkin Design Witkin Design Witkin Design Witkin Design HS-1 H52 HS-3 H5-4 HS-5 H5-6 IR-1 IR-2 IR-3 L-1 1--2. L-3 LL-1 LL-2 TD-1 TD-2 Ground Hardscape Plan/Index _...„Ground itadscape.klan Hardscape Plan - Pool Level Hardscape Details Hardscape Details Hardscape Details Irrigation Plan - Ground Irrigation Plan - Pool Level Irrtgo5ion Details Landscape Plan Ground Level Landscape Plan Pool Landscape Details Landscape Lighting Plan - Ground Landscape Lighting Plan - Pool Level Tree Disposition Plan Tree Disposition Schedule 5/29/2020 5/29/2020 5/29/2029 .5/29/202D 5/29/202D S/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664,16 ADSLLP-00077664. #78118405_v2 Packet Pg. 100 3.1.a EXHIBIT "D" SOVTHEAST OVER `O N/ AR WEST BOUNDARY MAP ,1. }. 4�cy..��' yPFb W E 11%iN.r. Mk MICtl.. 1/ d! � 5Rlf i �ri€Tfr. ImF.trfµN, 1 # u�FnMaT.j ADSLLP-00077664.16 #78118405 v2 ADSLLP-00077664. Packet Pg. 101 3.1.a EXHIBIT "E" Sketch of Overtown • • 25".1"11..62' i3:6`43{1"11,'_:=::1 C19: ADSLLP-00077664.16 #78118405_v2 ADSLLP-00077664. Packet Pg. 102 3.1.a EXHIBIT "F" Hiring Standards • Criminal Eackgt'outid Standards Developer will analyze the criminal record of a poanibil candidate .for employineat on a case -by -case basis where the candidate's .e.eprdzontains. an indication of the following: (i) adjudication of guilt; (id) no action; (iii) nolle "prose' ;'(iv) withhold of adjudication; and (v) suspended entry of sentence, Developer ' will make an individualized assessment of the information provided_,by the. applicant, taking into . condiderattou 'the factOrs•'lfsted' in Salmi' V;&. '$"'of tho.•it,S: ,Equal Eiiiploymeztt Opportunity Commiccaton's Enforcement' Guidance: Consideration' of Arrest anti Conviction Records in Employment Decisions U'nder•'ItlleVrfof,thetivilRights y.ct;of'1964;,9ssnedAprit•25,2012: ' An. individualized'assea'sment geactalky'ah4iil=!eonsist,W :4'the employer informing the potential candidate ihat.they may be excluded from employment 'at the ?reject because of past'critiunal conduct; (li) providing the candidate en opportunity to demonstrate that the exclusion does not properly apply to him or her; and (iii) ,a review and:asses9metit.of whether the additional .ird'ortnation provided by, the potential pandidata, shows that the prior violation or alleged criminal wrongdoing is not job -related and not consistent with -business necessity, The -potential eandirlales showing'may include fufirnnation that the candidate was not eorrcctly identified i rt the criminal record or that the record is otherwise inaccurate:. Other relevant individualized evidence • :eoftilidered by the Developer in its review of reedit of.drinlitial wrongdoing includes, but not iimitedto; The facts orr circemstances surrounding the actual Fr alleged offense cc conduct; Tho nunilier• of offenses for which the individual was arrested and/or convicted; . Older age'at the time of eonviction, at release from prison; Evidence that the individual performed the same type of work, post conviction, with same or a different employer, with no known incidents of crumnal conduct; The length and eoaaiatency of employment history before and after the offense or condixet; Rehabilitation efforts (e.g. education, training); • Employment or character references and any other information regarding fitness fora particular position; and • ' Whether the individual it banded under federal, state or local bonding program. tf the' individual does not respond to tie Developer's attempt to gather additional information about their criminal background, the Developer may'malee its employm ht decision without the'infornention. pave}oiler considers' the following criminal offenses to be illuatradve of ' job related" or "inconsistent withbusineas necessity"': . • Aggravated Assault, at defined in s. 784.021, Fla, Statutes (2015) ' • Aggravated Batteri;'as denied in s. 784.03, 78,4,041 and 784:045; Fla, Statutes (2015) ■,.:Homicide,as.riOttnd:•iflleitapter.782,F#a Statutes(2Q15)• '. •• . ::Kidnapping o'r:Fals&I .ptisotimett' as 4efated in Chapter.787, Fie, Statutes (2015) ADSLLP-00077664.16 #78118405 v2 ADSLLP-00077664. Packet Pg. 103 3.1.a • Sexual Battery, as defined in Chapter 794, Fla. Statutes (?015) ■ gobb ry, as defined,in s. 812.12, et seq., Fla, Statutes (2015) • Abuse, neglect or exploitation of an Elderly Personfs) or Disabled Person(s), as defined in Chapter 827, Pia, Statutes.(2015) , ▪ Abuse of Children, as defined in s. 827.03(2)(a) and 827.03(2)(b), Pla, Statutes, (2015) ■ Affray, Riots, as defined in Chapter 870, Fla. Statutes (2015) • Grand Theft, as defined in s, 812.014,'Fla.'Statutes (2015), within 2 years of the date of application for employment at the Project, • • Felony Petit Theft, as defined ins 812 01d, Fla. Statutes (2015), within 2 years of the date of application for einployut ate Project, , Packet Pg. 104 3.1.a EXHIBIT "G" CRA Grant Obligations Name Par Amount Annual Debt Service Maturity Year Mama Hattie $ unknown (est) unknown Gibson Park Improvement Grant $14.1 million (See Exhibit G-1) 2030 Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 478118405 v2 ADSLLP-00077664. Packet Pg. 105 3.1.a EXHIBIT "G-1" , onoN HiRkt,clAti q1404y ,e4s fig otO0i , .4.I10 trtk• pi? Servi* .. ISO klkota.giiet'1,0 Oitit** ,„. , tteroot: 6tat Share kri2 -" - : • ' ' in ' ,.. 41$2,280 31018i' ', .44,405P ,2014 ,- ' ,44t4089; •:014'• . 1047 I'M rp_r*OrthrciAitlaciA) -,SWIRRANONZI* ' ,, , tootot ' 7. , ' ' „ 'lip' . 1:488084' : • ' ° 11,,(000' a . 0140.00 PHnOpal., Otero} +Mayno 44Dio6a, .441400 44%00. A40,-880. ,44406,11! 44049: 4004% '48t‘,.224 ,4•2.0,440' .833,$,T 44 ,j1569, 38,08W, a38,348., 2/848-41 qago,2 :86203. .11.89;78ff 1411M.I. -wao, 071 4042400- diVe4, ,a44A00 084,M. aol,Vae. 1147;068 §6701. go2;op 13W1132. 118.%8#6 QP,'844 '808g14,. .01%048; 100 • ,A6066, nt.100 wlejp,ort WAN taitgf .61W6t1 80,880 tntfi* ,41,0t t7.9+ 06-tioorAmop0- ADSLLP-00077664,16 ADSLLP-00077664 #78118405v2 Packet Pg. 106 3.1.a EXHIBIT "H" Office Space Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 #78118405_v2 ADSLLP-00077664. Packet Pg. 107 17991.4000 dJJSUY 204 '6d la)ioed u I� �m III: r• s ti 11W' e 11 11i tseurriE I1 2 NM 3IMT CI-2 Pali MIME MR WWI.. Net Office Space PROP. 9-L'_YEL', MIYE17-05E DUO,' (CCORD. ARCIL DYIGS.) Bl Lvamargramer ate ji Le. Ate l'6646 nuvmg. m.v". 121"0. n w.w. 6111 BrFIEMONE WAry a rootrI °.V1nem J, rll LAYOUT PLAN rwi warE Arnim. mom. 103:161.11 Daft. E n - Int Plans - 8-28-20 L YOII T PL4N CS-1 Attachment: File #8191 Exhibit A (8191 : Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between 0) 3.1.a EXHIBIT "I" CRA Space Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00077664.16 ADSLLP-00077664. #78118405 v2 Packet Pg. 109 'b99LL000-dTJSCI6 041. '6d la)ioed MEM / Plans - 8-28-20 067 11 CRA Space LAYOUT PLAN FOOTNOTE MASS I' IOW 61/11M-1-.14-1R LAYOUT PLAN CS-1 Attachment: File #8191 Exhibit A (8191 : Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between C1 3.1.a EXHIBIT C Form of Deferred Purchase Price Note Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00082410.9 10 #78088414_v2 Packet Pg. 111 3.1.a PROMISSORY NOTE $7,000,000.00 Dated as of September 2, 2020 FOR VALUE RECEIVED, BLOCK 55 OWNER, LLC, a Florida limited liability company, (the "Borrower"), hereby promises to pay to the order of SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "Lender"), at its offices at 819 NW 2nd Avenue, Third Floor, Miami, Florida 33136, or such other place as Lender shall designate in writing from time to time, the principal sum of Seven Million and No/100 Dollars ($7,000,000.00) (the "Loan") in United States Dollars, together with interest thereon as hereinafter provided. 1. INTEREST RATE. No interest shall be due under this Note if paid in full on or before the Maturity Date. From and after the Maturity Date until paid in full this Note shall bear interest at the Default Rate. 2. PAYMENT OF PRINCIPAL AND INTEREST. The outstanding principal. _.. balance shall be clue and payable in full on May 1, 2021 (the "Maturity Date"), subject to the terms of Section 8 hereof. 3. APPLICATION OF PAYMENTS. Except as otherwise specified herein, each payment or prepayment, if any, made under this Note shall be applied to pay accrued and unpaid interest, if any, principal, and any other fees, costs and expenses which Borrower is obligated to pay under this Note, in such order as Lender may elect from time to time in its sole discretion. 4. TENDER OF PAYMENT. All payments on this Note are payable on or before 5:00 p.m. on the due date thereof, at the office of Lender specified above and shall be credited on the date the funds become available lawful money of the United States. 5. PREPAYMENT. The principal amount of this Note may be prepaid in whole or in part at any time, and from time to time, without premium or penalty. Any prepayment shall be applied first to accrued and unpaid interest and then to principal. 6. DEFAULT RATE. From and after the Maturity Date or from and after the occurrence of an Event of Default hereunder, irrespective of any declaration of maturity, all amounts remaining unpaid or thereafter accruing hereunder, shall bear interest at a default rate of twelve percent (12%) per annum (the "Default Rate"), or the highest permissible rate under applicable usury law, whichever is less, until paid. Such default rate of interest shall be payable upon demand, and shall also be Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between CO Attachment: File #8191 Exhibit A ADSLLP-00082547.5 #78087027 v2 Packet Pg. 112 3.1.a charged on the amounts owed by Borrower to Lender pursuant to any judgments entered in favor of Lender with respect to this Note. 7. Documentary Taxes. Borrower shall be liable for all documentary stamp taxes assessed on this Note. 8. EVENTS OF DEFAULT. It shall constitute an event of default hereunder (an "Event of Default") if Borrower fails to pay in full the outstanding principal balance on the Maturity Date, except as otherwise set forth in this Section 8. Notwithstanding the foregoing, Lender agrees not to seek to enforce this Note prior to September 2, 2021 (the "Standstill Period") if not paid in full on or prior to the Maturity Date, if the Eight Amendment dated as of September 2, 2020 by and between Downtown Retail Associates, LLC, a Florida limited liability company, and Lender (the "Eighth Amendment") is ratified by the Board of Commissioners of Lender prior to the Maturity Date. If the Eighth Amendment is ratified by the Board of Commissioners of Lender and (i) the Construction Conditions Precedent, as defined in the Eighth Amendment, have been satisfied or waived by the executive director of Lender, and (ii) Vertical Construction, as defined in the Eighth Amendment, occurs on or before September 2, 2021, as provided in Section 8(C) of the Eighth Amendment, then Borrower's obligation to pay the outstanding principal balance of this Note and any interest thereon will be forgiven in accordance with the terms of the Eighth Amendment. 9. REMEDIES. If an Event of Default exists, Lender may exercise any right, power or remedy permitted by law or as set forth herein including, without limitation, the right to declare the entire unpaid principal amount hereof and all interest accrued hereon, to be, immediately due and payable. Notwithstanding the foregoing, Lender agrees not to seek to enforce this Note during the Standstill Period, if any. 10. MISCELLANEOUS. 10.1. Attorneys' Fees and Expenses. If Lender retains the services of counsel by reason of a claim of a default or an Event of Default hereunder, all costs of suit and all reasonable attorneys' fees and such other reasonable expenses so incurred by Lender shall be paid by Borrower, on demand, and shall be deemed part of the obligations evidenced hereby. 10.2. No Implied Waiver. Lender shall not be deemed to have modified or waived any of its rights or remedies hereunder unless such modification or waiver is in writin g an d signed by.. Lender, ..and the.. n only to the extent specifically ..set forth. therein. A waiver in one event shall not be construed as continuing or as a waiver of or bar to such right or remedy in a subsequent event. After any acceleration of, or the entry of any judgment on, this Note, the acceptance by Lender of any payments by or on behalf of Borrower on account of the indebtedness evidenced by this Note shall not cure or be deemed to cure any Event of Default or reinstate or be deemed to ADSLLP-00082547,5 2 #78087027v2 Packet Pg. 113 3.1.a reinstate the terms of this Note absent an express written agreement duly executed by Lender and Borrower. 10.3. Waiver. Borrower, jointly and severally, waives demand, notice, presentment, protest, demand for payment, notice of dishonor, notice of protest and diligence of collection of this Note. Borrower consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Lender with respect to the payment or other provisions of this Note, and to the release of any collateral, with or without substitution. Borrower agrees that makers, endorsers, guarantors and sureties may be added or released without notice and without affecting Borrower's liability hereunder. The liability of Borrower shall not be affected by the failure of Lender to perfect or otherwise obtain or maintain the priority or validity of any security interest in any collateral. The liability of Borrower shall be absolute and unconditional and without regard to the liability of any other party hereto. 10.4. No Usurious Amounts. Anything herein contained to the contrary notwithstanding, it is the intent of the parties that Borrower shall not be obligated to pay interest hereunder at a rate which is in excess of the maximum rate permitted by law. If by the terms of this Note, Borrower is at any time required to pay interest at a rate in excess of such maximum rate, the rate of interest under this Note shall be deemed to be immediately reduced to such maximum legal rate and the portion of all prior interest payments in excess of such maximum legal rate shall be applied to and shall be deemed to have been payments in reduction of the outstanding principal balance, unless Borrower shall notify Lender, in writing, that Borrower elects to have such excess sum returned to it forthwith. Borrower agrees that in determining whether or not any interest payable under this Note exceeds the highest rate permitted by law, any non -principal payment, including without limitation, late charges, shall be deemed to the extent permitted by law to be an expense, fee or premium rather than interest. 10.5. Partial Invalidity. The invalidity or unenforceability of any one or more provisions of this Note shall not render any other provision invalid or unenforceable. In lieu of any invalid or unenforceable provision, there shall be added automatically a valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible. 10.6. Binding Effect. The covenants, conditions, waivers, releases and agreements contained in this Note shall bind, and the benefits thereof shall inure to, the parties hereto and their respective . heirs,executors, administrators, successors and assigns; provided, however, that this Note cannot be assigned by Borrower without the prior written consent of Lender, and any such assignment or attempted assignment by Borrower shall be void and of no effect with respect to Lender. ADSLLP-00082547.5 3 #78087027_v2 Packet Pg. 114 3.1.a 10.7. Modifications. This Note may not be supplemented, extended, modified or terminated except by an agreement in writing signed by the party against whom enforcement of any such waiver, change, modification or discharge is sought. 10.8. Jurisdiction. Borrower hereby consents that any action or proceeding against it be commenced and maintained in any court within the State of Florida by service of process as required by applicable law. Borrower agrees not to assert any defense to any action or proceeding initiated by Lender based upon improper venue or inconvenient forum. 10.9. Notices. Any notices and communication under this Note shall be in writing and shall be deemed to have been given if delivered by hand, sent be recognized overnight courier (such as Federal Express), or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to the Maker: Block 55 Owner, LLC 2901 Florida Avenue Coconut Grove, FL 33133 Suite 806 Attention: Michael Swerdlow With a copy (which shall not constitute notice or service of process) to: Bercow Radell Fernandez Larkin & Tapanes PLLC Attention: Jeffrey Bercow, Esq. 200 S. Biscayne Boulevard Suite 850 Miami, FL 33131 With a copy (which shall not constitute notice or service of process) to: If to Lender: Alvarez & Diaz-Silveira LLP Attention: Real Estate Notices 355 Alhambra Circle Suite 1450 Coral Gables, FL 33134 SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00082547.5 4 #78087027_v2 Packet Pg. 115 3.1.a Attention: Cornelius Shiver, Executive Director 819 NW Second Avenue Third Floor Miami, FL 33136 With a copy (which shall not constitute notice or service of process) to: William R. Bloom, Esq. Holland & Knight, LLP Suite 3300 701 Brickell Avenue Miami, FL 33131 Notices personally delivered or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. 10.10. Governing Law. This Note shall be governed by and construed in accordance with the substantive laws of the State of Florida without reference to conflict of laws principles. 10.11. Continuing Enforcement. If, after receipt of any payment of all or any part of this Note, Lender is compelled or agrees, for settlement purposes, to surrender such payment to any person or entity for any reason (including, without limitation, a determination that such payment is void or voidable as a preference or fraudulent conveyance, an impermissible setoff, or a diversion of trust funds), then this Note shall continue in full force and effect or be reinstated, as the case may be, and Borrower shall be liable for, and shall indemnify, defend and hold harmless Lender with respect to, the full amount so surrendered. The provisions of this Section shall survive the cancellation or termination of this Note and shall remain effective notwithstanding the payment of the obligations evidenced hereby, the release of any security interest, lien or encumbrance securing this Note or any other action which Lender may have taken in reliance upon its receipt of such payment. Any cancellation, release or other such action shall be deemed to have been conditioned upon any payment of the obligations evidenced hereby having become final and irrevocable. 10.12. Waiver of Jury Trial. BORROWER AND BY ITS ACCEPTANCE HEREOF, LENDER, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY.. WAIVES ..THE . RIGHTS ..EAC.H .MAY HAVE T.O...A ..TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTION OF ANY OF THE ADSLLP-00082547.5 5 #78087027_v2 Packet Pg. 116 3.1.a GUARANTORS, BORROWER OR LENDER. FURTHER, BORROWER AND LENDER EACH WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. BORROWER AND LENDER EACH ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS NOTE AND THAT LENDER WOULD NOT EXTEND CREDIT TO BORROWER, AND BORROWER WOULD NOT INCUR INDEBTEDNESS TO LENDER, IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS NOTE. IN WITNESS WHEREOF, Borrower, intending to be legally bound, has duly executed and delivered this Note as of the day and year first above written. BORROWER: BLOCK 55 OWNER, LLC, a Florida limited liability company By: SG MANAGER, LLC, a Florida limited liability company, its Manager By: Michael Swerdlow Manager Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00082547.5 6 #78087027_v2 Packet Pg. 117 3.1.a EXHIBIT D Form of Deferred Purchase Price Guaranty Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00082410.9 #78088414 v2 11 Packet Pg. 118 3.1.a GUARANTY THIS GUARANTY is given this as of the 2nd day of September 2020, by MICHAEL SWERDLOW ("Swerdlow"), STEPHEN J. GARCHIK ("Garchik") and BLOCK 55 MEMBER, LLC, a Florida limited liability company ("Member"; together with Swerdlow and Garchik, collectively, the "Guarantors") jointly and severally in favor of 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. BLOCK 55 OWNER, LLC, a Florida limited liability company ("Borrower") has executed that certain promissory note dated as of September 2, 2020 in the original principal amount of Seven Million and no/100 Dollars ($7,000,000.00) (the "Note") in favor of the CRA. B. Guarantors will benefit from the Note and desire to jointly and severally guaranty the payment of the Note in accordance with its terms, as hereinafter provided. C. The CRA would not accept the Note from Borrower unless Guarantors agreed to unconditionally guaranty the payment of the Note. NOW, THEREFORE, in consideration of the CRA's making the loan to Borrower as evidenced by the Note, which it is acknowledged and agreed that CRA is doing in full reliance hereon, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantors hereby jointly and severally hereby irrevocably covenants, warrants and agrees as follows: 1. Guarantors hereby unconditionally, irrevocably and jointly and severally guarantee to the CRA the full payment and performance of the Note in accordance with and subject to its terms. 2. Guarantors hereby waive any and all requirement that CRA institute any action or proceeding, at law or in equity, against the Borrower or against any other party or parties with respect to the Note as a condition precedent to bringing any action against any Guarantors under this Guaranty. All remedies afforded to CRA by reason of this Guaranty are separate and cumulative remedies and no one of such remedies, whether waived by CRA or not, shall be deemed to be an exclusion of any one of the other remedies available to CRA and shall not in any way limit or prejudice any other legal or equitable remedy which CRA may have. 3. Guarantors further agree that Guarantors shall not be released from any obligations hereunder by reason of any amendment to or alteration of the terms and conditions of the Note, nor shall Guarantors' obligations hereunder be altered or impaired by any delay by CRA in enforcing the terms and.. obligations .of the Note .orby.. anywaiver of any.. default by CRA.. under. the.... Note, it being the intention that Guarantors shall remain fully liable hereunder, notwithstanding any such event. 4. No extension of the time of payment or performance of any obligation hereunder guaranteed, or the renewal thereof, nor delay in the enforcement thereof or of this Guaranty, or the #78088450_v2 Packet Pg. 119 3.1.a taking, exchanging, surrender or release of other security therefor or the release or compromise of any liability of any party shall affect the liability of or in any manner release the Guarantors and this Guaranty shall be a continuing one and remain in full force and effect until each and every obligation hereby guaranteed shall have been fully paid and performed. 5. That until the Note is paid in full or forgiven by the CRA, and until each and all of the terms, covenants and conditions of this Guaranty are fully performed, Guarantors shall not be released by any act or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of any Guarantors, or by reason of any waiver, extension, modification, forbearance or delay by CRA and Guarantors hereby expressly waive and surrender any defense to Guarantors' liability hereunder based upon any of the foregoing acts, things, agreements or waivers. Guarantors shall be released from this Guaranty and this Guaranty shall terminate upon the earlier to occur of the repayment in full of the Note or the forgiveness of the Note by the CRA. 6. Except as otherwise set forth herein, CRA shall not be required to give any notice to any Guarantor hereunder in order to preserve or enforce CRA's rights hereunder (including, without limitation, notice of any default under the Note, any such notice being expressly waived by Guarantors). 7. Guarantors agree that Guarantors shall make no claim or set-off, defense, recoupment or counterclaim .of any sort whatsoever, nor shall Guarantors seek to impair, .limit or defeat in any way their obligations hereunder. Guarantors hereby waive any right to such a claim in limitation of their obligations hereunder. 8. This Guaranty is assignable by CRA and shall bind the heirs, devisees, personal representatives, successors and assigns of the parties hereto and shall inure to the benefit of any successor or assign of CRA. 9. This Guaranty shall, in all respects, be governed by and construed in accordance with the laws of the State of Florida, including all matters of construction, validity and performance. 10. In the event that any provision of this Guaranty is held to be void or unenforceable, all other provisions shall remain unaffected and be enforceable. 11. Except as otherwise set forth herein, each Guarantor hereby waives notice of acceptance of this Guaranty by CRA and of presentment, demand, protest, notice of protest and of dishonor, notice of default and all other notices relative to this Guaranty of every kind and description now or hereafter provided by any agreement between Borrower and CRA or any statute or rule of law, except only any notices expressly required hereunder. 12. Any notices and communication under this Guaranty shall be in writing and shall be deemed to have been given if delivered.... by hand, sent be recognized overnight courier (such as Federal Express), or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 2 #78088450_v2 Packet Pg. 120 3.1.a If to the Guarantors: Block 55 Member, LLC 2901 Florida Avenue Coconut Grove, FL 33133 Suite 806 Attention: Michael Swerdlow With a copy (which shall not constitute notice or service of process) to: Bercow Radell Fernandez Larkin & Tapanes PLLC Attention: Jeffrey Bercow, Esq, 200 S. Biscayne Boulevard Suite 850 Miami, FL 33131 With a copy (which shall not constitute notice or service of process) to: If to the CRA: Alvarez & Diaz-Silveira LLP Attention: Real Estate Notices 355 Alhambra Circle Suite 1450 Coral Gables, FL 33134 SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Cornelius Shiver, Executive Director 819 NW Second Avenue Third Floor Miami, FL 33136 With a copy (which shall not constitute notice or service of process) to: William R. Bloom, Esq. Holland & Knight, LLP Suite 3300 701 Brickell Avenue Miami, FL 33131 Notices personally delivered or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. 3 #78088450_v2 Packet Pg. 121 3.1.a 13. EACH GUARANTOR AND BY ITS ACCEPTANCE HEREOF, THE CRA, HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHTS EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE NOTE, THIS GUARANTY AND THAT CERTAIN COLLATERAL ASSIGNMENT AND PLEDGE OF MEMBERSHIP INTERESTS AND SECURITY AGREEMENT EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTION OF ANY OF THE GUARANTORS, BORROWER OR THE CRA. FURTHER, EACH GUARANTOR AND THE CRA HEREBY WAIVES ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES. EACH GUARANTOR AND THE CRA ACKNOWLEDGES AND AGREES THAT THIS SECTION IS A SPECIFIC AND MATERIAL ASPECT OF THIS GUARANTY AND THAT LENDER WOULD NOT EXTEND CREDIT TO BORROWER AND ACCEPT THIS GUARANTY FROM GUARANTORS, AND GUARANTORS WOULD NOT GUARANTY THE INDEBTEDNESS OF BORROWER TO THE CRA, IF THE WAIVERS SET FORTH IN THIS SECTION WERE NOT A PART OF THIS GUARANTY. [Signature Pages to Follow] 4 #78088450_v2 Packet Pg. 122 3.1.a WITNESSES: Print Name: Print Name : Print Name: Print Name: Print Name: Print Name: STATE OF FLORIDA ) COUNTY ) Michael Swerdlow Stephen J. Garchik BLOCK 55 MEMBER, LLC, a Florida limited liability company By: SG MANAGER, LLC, a Florida limited liability company, its manager By: Michael Swerdlow The foregoing instrument was acknowledged before me by means of physical presence or ❑ online notarization, this day of September, 2020, by Michael Swerdlow, individually, who is personally known to me or has produced as identification. Commission Expires: [Signature of Notary Public] [Printed Name] 5 #78088450_v2 Packet Pg. 123 3.1.a STATE OF FLORIDA ) COUNTY ) The foregoing instrument was acknowledged before me by means of n physical presence or ❑ online notarization, this day of September, 2020, by Stephen J. Garchik, individually, who is personally known to me or has produced as identification. [Signature of Notary Public] [Printed Name Commission Expires: STATE OF FLORIDA COUNTY ) The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of September, 2020, by Michael Swerdlow, as Manager, of BLOCK 55 MANAGER, LLC, a Florida limited liability company, as manager of BLOCK 55 MEMBER, LLC, a Florida limited liability company on behalf of the limited liability companies, He/She is personally known to me or provided as identification and who did not take an oath, Commission Expires: [Signature of Notary Public] [Printed Name] Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 6 #78088450v2 Packet Pg. 124 3.1.a EXHIBIT E Form of Collateral Assignment of Membership Interests Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 ADSLLP-00082410.9 #78088414_v2 12 Packet Pg. 125 3.1.a COLLATERAL ASSIGNMENT AND PLEDGE OF MEMBERSHIP INTERESTS AND SECURITY AGREEMENT COLLATERAL ASSIGNMENT OF' MEMBERSHIP INTERESTS (the "Assignment" made as of September 2, 2020 by MICHAEL SWERDLOW ("Swerdlow") STEPHEN J. GARCHIK ("Garchik"), BLOCK 55 MEMBER, LLC, a Florida limited liability company ("Member"; together with Swerdlow and Garchik, collectively the "Assignor") 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 1. The CRA agreed to extend a loan to BLOCK 55 OWNER, LLC, a Florida limited liability company ("Owner"), in the amount of Seven Million and No/100 Dollars ($7,000,000.00), evidenced by that Promissory Note from Owner in favor of the CRA dated as of September 2, 2020 (the "Note"). 2. Swerdlow, Garchik and Member executed that certain guaranty of even date herewith (the "Guaranty") to guaranty the repayment of the Note. 3. Swerdlow, Garchik agreed to execute and deliver this Assignment to secure their obligation under the Guaranty. 4. Member is the owner of one hundred percent (100%) of the membership interest in Owner. 5. Swerdlow and Garchik are the owners of one hundred percent (100%) of the membership interest in SG MANAGER, LLC, a Florida limited liability company ("Manager"), the manager of Owner. 6. Member desires to pledge to the CRA all of the membership interest in Owner as security for its obligations under the Guaranty and Swerdlow and Garchik desire to pledge to the CRA all of the membership interest in Manager as security for their obligations under the Guaranty. NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignee and Assignor hereby agree as follows: 1. As collateral security for the Member's obligations under the Guaranty, Member hereby pledges, assigns and grants to the CRA a first and superior security interest in and toallof Assignor's right, ...title ..and interest as a member in Owner (the "Owner Collateral") including, without limitation, (i) all of Member's one hundred percent (100%) membership interest in Owner including all rights with respect thereto, (ii) all of Assignor's right, title and interest in and to the income, distributions, and repayment of capital contributions of Owner, (iii) any and all loans made by Owner to any person or entity, (iv) any other sums, payments, fees or amounts to Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 #78087774v2 Packet Pg. 126 3.1.a which Member may be entitled to as a member of Owner, and (v) all proceeds (both cash and non - cash) of the foregoing, in every case whether now existing or hereafter acquired. 2. As collateral security for Swerdlow's and Garchik's obligations under the Guaranty, Swerdlow and Garchik hereby pledge, assign and grant to the CRA a first and superior security interest in and to all of Assignor's right, title and interest as members in Manager (the "Manager Collateral"; together with the Owner Collateral, the "Collateral") including, without limitation, (i) all of Swerdlow's and Garchik's one hundred percent (100%) membership interest in Manager including all rights with respect thereto, (ii) all of Swerdlow's and Garchik's right, title and interest in and to the income, distributions, and repayment of capital contributions of Manager, (iii) any and all loans made by Manager or any person or entity, (iv) any other sums, payments, fees or amounts to which Swerdlow and/or Garchik may be entitled to as a member of Manager, and (v) all proceeds (both cash and non -cash) of the foregoing, in every case whether now existing or hereafter acquired. 3. Upon the payment in full or the forgiveness of the Note, the Owner Collateral assigned to the CRA pursuant to Paragraph 1 hereof and the Manager Collateral assigned pursuant to paragraph 2 shall be automatically released without recourse, representation or warranty, and this Assignment shall automatically terminate and be void and of no further effect. 4.._.. _ . Member represents covenants and warrants to. the CRA. that: (i) Member is the legal and beneficial owner of the Owner Collateral; (ii) Member has not and will not enter into any assignment, mortgage, pledge or other instrument which transfers or encumbers all or any part of its interest in Owner or all or any part of its rights to receive income, profits or distributions thereof assigned hereby; (iii) Member has not heretofore transferred pledged, assigned or otherwise encumbered any of its rights in or to the Owner Collateral; (iv) except for the consent requirements in the operating agreement of Owner which have been fulfilled, Member is not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Assignment or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Assignment; (v) no action has been brought or threatened that might prohibit or interfere with the execution and delivery of this Assignment or the performance or discharge of the obligations, duties, covenants, agreements, and liabilities contained in this Assignment; (vi) Member has full power and authority to execute and deliver this Assignment, and the execution and delivery of this Assignment does not conflict with any agreement to which Member is a party (except for the consent requirements in the operating agreement of Owner which have been fulfilled) or any law, order, ordinance, rule, or regulation to which Member is subject or by which it is bound and does not constitute a default under any agreement or instrument binding upon Member; (vii) this Assignment has been properly executed and delivered and constitutes the valid and legally binding obligation of Member and is fully enforceable against Member in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of. creditors' rights generally; .(viii)..Member has .good .title to. the. Owner. Collateral; (ix) Member is the sole owner of all of the Owner Collateral, free and clear of all security interests, pledges, agreements, liens, claims and encumbrances whatsoever, other than the security interests, assignments and liens granted under this Assignment; (x) upon (A) the execution and delivery of this Assignment and, (B) the filing of a UCC-1 Financing Statement with the Secretary of State of Florida, the CRA will have a valid, perfected, continuing, first -priority Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 2 #7808 77a_v2 Packet Pg. 127 3.1.a security interest in or lien on the Owner Collateral; and (xi) Owner has not issued any certificates evidencing its membership interests. 5. Member hereby covenants and agrees: (i) to do or cause to be done all things necessary to preserve and to keep in full force and effect its interests in the Owner Collateral, and to defend, at its sole expense, the title to the Owner Collateral and any part of the Owner Collateral; (ii) to take such actions to preserve the Owner Collateral as the CRA may in good faith direct; and (iii) not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Owner Collateral. 6. Member agrees not to subsequently further amend or voluntarily permit the amendment of the operating agreement of Owner that would in any manner materially adversely affect this Assignment and/or the rights of the CRA hereunder without the consent of the CRA, which consent shall not be unreasonably withheld, conditioned or delayed. 7. Swerdlow and Garchik represent, covenant and warrant to the CRA that: (i) they are the legal and beneficial owners of the Manager Collateral; (ii) they have not and will not enter into any assignment, mortgage, pledge or other instrument which transfers or encumbers all or any part of their interest in Manager or all or any part of their rights to receive income, profits or distributions thereof assigned hereby; (iii) they have not heretofore transferred pledged, assigned or otherwise encumbered any of their rights in or to the _Manager Collateral; (iv) except for the consent requirements in the operating agreement of Manager which have been fulfilled, they are not prohibited under any agreement with any other person or entity, or under any judgment or decree, from the execution and delivery of this Assignment or the performance or discharge of obligations, duties, covenants, agreements, and liabilities contained in this Assignment; (v) no action has been brought or threatened that might prohibit or interfere with their execution and delivery of this Assignment or the performance or discharge of their obligations, duties, covenants, agreements, and liabilities contained in this Assignment; (vi) they have full power and authority to execute and deliver this Assignment, and the execution and delivery of this Assignment does not conflict with any agreement to which they are a party (except for the consent requirements in the operating agreement of Manager which have been fulfilled) or any law, order, ordinance, rule, or regulation to which they are either of them of them is subject or by which Manager bound and does not constitute a default under any agreement or instrument binding upon either of them; (vii) this Assignment has been properly executed and delivered and constitutes the valid and legally binding obligation of Swerdlow and Garchik, respectively, and is fully enforceable against Swerdlow and Garchik in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally; (viii) Swerdlow and Garchik have good title to the Manager Collateral; (ix) Swerdlow and Garchik are the sole owners of all of the Manager Collateral, free and clear of all security interests, pledges, agreements, liens, claims and encumbrances whatsoever, other than the security interests, assignments and liens granted under this. Assignment; .and .(x). upon. (A). the execution and .delivery ..of this Assignment and, (B) the filing. of a UCC-1 Financing Statement with the Secretary of State of Florida, the CRA will have a valid, perfected, continuing, first -priority security interest in or lien on the Manager Collateral. 8. Swerdlow and Garchik hereby covenant and agree: (i) to do or cause to be done all things necessary to preserve and to keep in full force and effect their interests in the Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 3 #78087774_v2 Packet Pg. 128 3.1.a Manager Collateral, and to defend, at its sole expense, the title to the Manager Collateral and any part of the Manager Collateral; (ii) to take such actions to preserve the Manager Collateral as the CRA may in good faith direct; and (iii) not to sell or otherwise dispose of, or create, incur, assume or suffer to exist any lien upon any of the Manager Collateral. 9. Swerdlow and Garchik agree not to subsequently further amend or voluntarily permit the amendment of the operating agreement of Manager that would in any manner materially adversely affect this Assignment and/or the rights of the CRA hereunder without the consent of the CRA, which consent shall not be unreasonably withheld, conditioned or delayed. 10. The covenants provided for in this Assignment shall be binding and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns hereunder. 11. THIS ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA AND APPLICABLE LAWS OF THE UNITED STATES OF AMERICA; PROVIDED THAT WITH RESPECT TO THE PROVISIONS HEREOF WHICH RELATE TO THE CREATION, PERFECTION, PRIORITY, ENFORCEMENT AND FORECLOSURE OF LIENS ON PROPERTY GOVERNED BY ARTICLE ICLE 9 OF THE UNIFORM COMMERCIAL IAL CODE OF FLORIDA (the "UCC'), THE CONFLICTS OF LAW PROVISIONS OF THE UCC SHALL CONTROL; IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, THE LAWS OF THE STATE OF FLORIDA SHALL GOVERN. THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY OF ANY PROVISION OF THIS ASSIGNMENT SHALL NOT AFFECT OR IMPAIR THE VALIDITY, LEGALITY OR ENFORCEABILITY OF THE REMAINDER OF THIS ASSIGNMENT, AND TO THIS END, THE PROVISIONS OF THIS ASSIGNMENT ARE DECLARED TO BE SEVERABLE. 12. Neither this Assignment nor any provision hereof may be amended, modified, waived, discharged or terminated orally, but only by an instrument in writing duly signed by or on behalf of Assignor and Assignee. 13. Assignor consents to the jurisdiction of any local, state or federal court located within Miami -Dade County, Florida and further consents that all service of process may be made by registered mail to its addresses set forth below and service so made shall be deemed completed five (5) business days after the same shall have been mailed. 14. Assignor covenants and agrees to execute such additional documents and to take such further actions as may be reasonably required to carry out the provisions and intent of this Assignment including, without limitation, executing a financing statement or statements and continuations thereof. In addition, Assignor grants to Assignee a power of attorney coupled with an interest to effectuate the terms of the foregoing sentence and to file all continuations, renewals or amended financing statements without the signature of Assignor. 15. The occurrence of any one or more of the following events shall constitute an event of default (an "Event of Default') under this Assignment: (i) the failure of Assignor to 4 #75087774_v2 Packet Pg. 129 3.1.a perform, observe, or comply in all material respects with any of the provisions of this Assignment; (ii) any representation, warranty or information made or given in this Assignment or in any report, statement, schedule, certificate, financial statement or other document furnished by Assignor in connection with this Assignment shall prove to have been intentionally false or misleading in any material respect when made or given; (iii) the occurrence of an Event of Default (as defined in any of the Note); (iv) the filing of any petition for relief under Title 11 of the United States Code, 11 U.S.C. § 101, et seq., as the same may be amended from time to time (the "United States Bankruptcy Code") or any similar federal or state statute by or against Assignor, which action is not dismissed within 90 days; and/or (v) an application for the appointment of a receiver for, the making of a general assignment for the benefit of creditors by, or the insolvency of Assignor. 16. Upon and during the continuance of an Event of Default under this Assignment and/or the Note (and in addition to all of its other rights, powers and remedies under this Assignment), Assignee may, at its option, without notice to Assignor or any other party, have: (a) the right to sell the Collateral in any manner permitted by the UCC, including without limitation, in the State of Florida at one or more public or private sales at such price and on such terms as Assignee in its discretion accepts, for cash, upon or for future delivery. Upon any such sale, Assignee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral. Upon any such sale of the Collateral, Assignee may""(i)" bid for and purchase the Collateral and apply the "expenses" of such sale (including, without limitation, attorneys' fees) as a credit against the purchase price or (ii) apply the proceeds of any sale or sales to other persons or entities, in whatever order Assignee in its sole discretion may decide, to the expenses of such sale (including, without limitation, attorneys' fees), to the Obligations, and the remainder, if any, shall be paid to Assignor or to such other person or entity legally entitled to payment of such remainder. Such purchaser at any such sale shall hold the Collateral sold absolutely free from any claim or right on the part of Assignor, and Assignor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. Assignee shall give Assignor twenty-one (21) days' written notice by registered or certified U.S. mail, postage prepaid, return receipt requested (which Assignor acknowledges is reasonable and sufficient), of Assignee's intention to make any such public or private sale, and Assignor agrees that such notice shall constitute commercially reasonable notice under the UCC. Such notice, in the case of public sale, shall state the time and place fixed for such sale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places in the State of Florida as Assignee may fix in the notice of such sale. Assignee shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of such sale of the Collateral may have been given. Assignee may, upon one day's written notice, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed forsale, and. such sale .may, .without further.notice, be madeat the ._ timeand _place ..w.. within in the State of Florida to which the same was so adjourned. In case sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by Assignee until the sale price is paid by the purchaser or purchasers thereof, but Assignee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold, and, in case of any such failure, such Collateral may be c 0 c a a 0 c a Q. O d > a) a) .c O 4- c a, E c a) a .c 4- as 'w 0 .c 4- 0 c O 4- z a) x a) a) .c 4- c w5, 4- c O 4- O a) Attachment: File #8191 Exhibit A (8191 5 #78087774_v2 Packet Pg. 130 3.1.a c sold again upon like notice. As an alternative to exercising the power of sale herein conferred upon it, Assignee may proceed by a suit or suits at law or in equity to foreclose this Assignment and to sell the Collateral, or any portion thereof, pursuant to a judgment or decree of a court of competent jurisdiction; (b) the right to appoint a receiver to operate Owner and/or Manager and Assignor hereby consents to such appointment of a receiver to operate Owner and Manager; Q 0 (c) the right to do all other acts which Assignee may deem necessary or proper to protect Assignee's security interest in the Collateral and carry out the terms of this Assignment; (d) the right to proceed to perform or discharge any and all of Assignor's obligations, duties, responsibilities or liabilities and exercise any and all rights in connection with the Collateral for such period of time as Assignee may deem appropriate, c with or without the bringing of any legal action in or the appointment of any receiver by any court; z (e) the right to proceed by suit or suits in law or in equity or by any appropriate w proceeding or remedy to menforce the performance of any term, covenant, condition;_ or agreement contained in this Assignment, and institution of such a suit or suits shall not abrogate the rights of Assignee to pursue any other rights or remedies granted in this c Assignment or to pursue any other right or remedy available to Assignee either at law or in equity; x a) (f) such other rights and remedies of a secured party with respect to the z Collateral as shall be afforded to secured parties by the UCC and other applicable laws including, but not limited to, the right to setoff; and/ors, (g) the right to apply any proceeds of any disposition of the Collateral to the payment of reasonable expenses of Assignee in connection with the exercise of its rights or remedies, including reasonable fees and expenses of attorneys, and any balance of such c proceeds shall be applied first by Assignee to the satisfaction of Borrower's obligations under the Note and any balance shall be paid to such party as shall be entitled thereto pursuant to law. 17. All costs and expenses, including reasonable attorneys' fees and expenses, reasonably incurred or paid by Assignee in exercising or protecting any interest, right, power or remedy conferred by this Assignment, shall bear interest at a per annum rate of interest equal to the then highest rate of interest charged on the Note from the date of payment until repaid in full and shall, along with the interest thereon, constitute and become a part of the Obligations secured by this Assignment. 18. Assignor hereby constitutes Assignee as the attorney -in -fact of Assignor after the occurrence and during the continuance of an Event of Default to take such actions and execute such documents as Assignee may deem appropriate in the exercise of the rights and powers granted to Assignee in this Assignment. The power of attorney granted hereby shall be irrevocable Attachment: File #8191 Exhibit A (8191 6 #78087774_v2 Packet Pg. 131 3.1.a _ and coupled with an interest and shall teti inate only upon the payment in full of the Obligations. Assignor shall indemnify and hold Assignee harmless for all losses, costs, damages, fees, and expenses actually suffered or incurred by Assignee in connection with the exercise of this power of attorney and shall release Assignee from any and all liability arising in connection with the exercise of this power of attorney, except to the extent of Assignee's gross negligence or willful misconduct. 19. If Assignor shall fail to perform, observe or comply with any of the Q conditions, terms, or covenants contained in this Assignment or the Guaranty, Assignee without o notice to or demand upon Assignor and without waiving or releasing any of the obligations under the Guaranty or any Event of Default, may (but shall be under no obligation to) at any time thereafter perform such conditions, terms or covenants for the account and at the expense of Assignor. All sums paid or advanced by Assignee in connection with the foregoing and all costs o and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in cu connection with the foregoing, together with interest thereon at a per annum rate of interest equal E to the highest rate of interest charged on the Note, from the date of payment until repaid in full, shall be paid by Assignor to Assignee on demand and shall constitute and become a part of the obligations secured by this Assignment. as 20. Without prejudice to any of Assignee's rights under this Assignment, 'w Assignee may take or release "other "security for the payment of the Guaranty, may "release any "p arty primarily or secondarily liable for the obligations, and may apply any other security held by Assignee to the satisfaction of the obligations. 3 21. The liability of Assignor under this Assignment shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against Assignor or w any other person, nor against other securities or liens available to Assignee, its successors, assigns, or agents. Assignor waives any right to require that resort be had to any security in favor of any other person. w� 22. Assignor recognizes that Assignee may be unable to effect a public sale of the Collateral by reason of certain provisions contained in the Securities Act, and applicable state securities laws and, under the circumstances then existing, may reasonably resort to a private sale to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Collateral for their own account for investment and not with a view to the distribution or resale of the Collateral. Assignor agrees that a private sale so made may be at a price and on other terms less favorable to the seller than if the Collateral were sold at public sale and that Assignee has no obligation to delay sale of the Collateral for the period of time necessary to permit Assignor, even if Assignor would agree, to register or qualify the Collateral for public sale under the Securities Act and applicable state securities laws. Assignor agrees that a private sale made under the foregoing circumstances and otherwise in a commercially reasonable manner shall be deemed to have been made in a commercially reasonable manner under the UCC. 23. No remedy herein conferred upon or reserved to Assignee is intended to be exclusive of any other remedy, and such remedies shall be cumulative and shall be in addition to every other remedy given hereunder. No delay or omission of Assignee in exercising any right or power shall be construed to be a waiver of any default or any acquiescence therein, and every Attachment: File #8191 Exhibit A (8191 7 #78087774 v2 Packet Pg. 132 3.1.a power and remedy given by the Assignment to Assignee may be exercised from time to time as often as may be deemed expedient by Assignee. In addition to all other remedies provided in this Assignment, Assignee shall be entitled, to the extent permitted by applicable law, to injunctive relief in case of the violation, or attempted or threatened violation, of any of the provisions of this Assignment and to a decree compelling performance of any of the provisions of this Assignment. 24. Assignee shall not be obligated to perform or discharge, nor does it hereby undertake to perform or discharge any obligation, duty or liability under the Collateral. Assignor shall and does hereby agree to indemnify Assignee for and to hold Assignee harmless of and from any and all liability, loss or damage actually suffered by Assignee except that which arises as a result of Assignee's gross negligence or willful misconduct as determined by a final non - appealable judgment entered by a court of competent jurisdiction, which it actually incurs under the Collateral or under or by reason of the Assignment of the Collateral. Should Assignee incur any such liability, loss or damage under or by reason of the assignment thereof or in the defense or any such claims or demands, the amount thereof including reasonable costs, expenses and attorneys' fees shall be secured hereby and Assignor shall reimburse Assignee therefor immediately upon demand. Assignee shall have no duty to collect any amounts due or to become due in connection with the Collateral or enforce or preserve Assignor's rights under this Assignment. 25. . _ This Assignment be executed in counterparts, in original, facsimile or electronic {pdf) format, each of which, when taken together, shall be construed as one and the same instrument. 26.. Time is of the essence of this Assignment and each and every term, covenant and condition contained herein. All covenants, agreements, representations and warranties made in this Assignment shall continue in full force and effect so long as any of the obligations of any party under the Guaranty remain outstanding. Each persons or entity constituting Assignor shall be jointly and severally liable for all of the obligations of Assignor under this Agreement. 27. Assignor's obligations under this Assignment shall not be subject to any set-off, counterclaim or defense to payment that Assignor now has or may have in the future. 28. Notices. Any notices and communication under this Assignment shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier {such as Federal Express), or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to the Assignor: Block 55 Member, LLC 2901 Florida Avenue Coconut Grove, FL 33133 Suite 806 Attention: Michael Swerdlow #78087774 v2 8 Packet Pg. 133 3.1.a With a copy (which shall not constitute notice or service of process) to: Bercow Radell Fernandez Larkin & Tapanes PLLC Attention: Jeffrey Bercow, Esq. 200 S. Biscayne Boulevard Suite 850 Miami, FL 33131 With a copy (which shall not constitute notice or service of process) to: If to Assignee: Alvarez & Diaz-Silveira LLP Attention: Real Estate Notices 355 Alhambra Circle Suite 1450 Coral Gables, FL 33134 SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Cornelius Shiver, Executive Director 819 NW Second Avenue Third Floor Miami, FL 33136 With a copy (which shall not constitute notice or service of process) to: William R. Bloom, Esq. Holland & Knight, ,LLP Suite 3300 701 Brickell Avenue Miami, FL 33131 Notices personally delivered, or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. 29. USA PATRIOT Act Notice. Assignee hereby notifies Assignor that pursuant to the requirements of the USA PATRIOT Act ("Patriot Act"), it is required to obtain, verify and record information that identifies Assignor, which information includes the name and address of Assignor and other information that will allow Assignee to identify Assignor in accordance with the Patriot Act. Assignor agrees to, promptly following a request by Assignee, provide all such other documentation and information that Assignee requests in order to comply with its ongoing obligations under applicable "know your customer" and anti -money laundering rules and regulations, including the Patriot Act. 9 #78487774_v2 Packet Pg. 134 3.1.a 30. WAIVER OF JURY TRIAL. ASSIGNOR AND ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHTS EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS ASSIGNMENT OR THE NOTE AND THE GUARANTY EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTION OF ANY OF ASSIGNOR OR ASSIGNEE. ASSIGNEE AND ASSIGNOR ARE HEREBY AUTHORIZED AND REQUESTED TO SUBMIT THIS ASSIGNMENT TO ANY COURT HAVING JURISDICTION OVER THE SUBJECT MATTER AND THE PARTIES HERETO, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF ASSIGNOR'S OR ASSIGNEE'S WAIVER OF THE RIGHT TO JURY TRIAL. FURTHER, ASSIGNOR AND ASSIGNEE HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF ASSIGNEE OR ASSIGNOR (INCLUDING ASSIGNEE'S OR ASSIGNOR'S COUNSEL) HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO ASSIGNOR THAT ASSIGNEE OR ASSIGNOR WILL NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. - balance of page intentionally left blank - Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 10 #78087774 a2 Packet Pg. 135 3.1.a IN WITNESS WHEREOF, Assignor has duly executed this Assignment, as of the Effective Date. WITNESSES: Print Name: Print Name : Print Name: Print Name: Print Name: Print Name: Michael Swerdlow Stephen J. Garchik BLOCK 55 MEMBER, LLC, a Florida limited liability company By: SG MANAGER, LLC, a Florida limited liability company, its manager By: Michael Swerdlow #78087774 v2 11 Packet Pg. 136 STATE OF FLORIDA ) ) COUNTY ) The foregoing instrument was acknowledged before me by means of n physical presence or n online notarization, this day of September, 2020, by Michael Swerdlow, individually, who is personally known to me or has produced as identification. [Signature of Notary Public] [Printed Name] Commission Expires: STATE OF FLORIDA ) ) COUNTY ) The foregoing instrument was acknowledged before me by means of physical presence or n online notarization, this day of September, 2020, by Stephen J. Garchik, individually, who is personally known to me or has produced as identification. Commission Expires: [Signature of Notary Public] [Printed Name] Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 12 #78087774 v2 Packet Pg. 137 3.1.a STATE OF FLORIDA ) COUNTY ) The foregoing instrument was acknowledged before me by means of L physical presence or f 7 online notarization, this day of September, 2020, by Michael Swerdlow, as Manager, of BLOCK 55 MANAGER, LLC, a Florida limited liability company as Manager of BLOCK 55 MEMBER, LLC, a Florida limited liability company on behalf of the limited liability companies. He/She is personally known to me or provided as identification and who did not take an oath. Commission Expires: [Signature of Notary Public] [Printed Name] Resolution ratifying the execution of the Eighth Amendment to the Development Agreement between Attachment: File #8191 Exhibit A (8191 13 #78087774 v2 Packet Pg. 138 3.2 SEOPW Board of Commissioners Meeting November 16, 2020 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8192 and Members of the CRA Board From: Cornelius Shiver Executive Director Subject: Resolution authorizing the issuance of a grant to Girl Power Rocks, Inc., in an amount not to exceed Enclosures: File # 8192 Back-up BACKGROUND: The attached Resolution of the Board of Commissioners ("the Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") authorizes the issuance of a grant, in an amount not to exceed $15,818.00 to Girl Power Rocks, Inc. ("Girl Power") to underwrite costs associated with the Girl Power 2020 Virtual Summer STEAM Workforce Training Camp. Girl Power is a 501(c)(3) nonprofit prevention and intervention social change program that promotes positive behavior, enhances social skills, and improves academic performance in middle school girls. Girl Power hosted a six (6) week virtual summer camp opportunity for girls, with an emphasis in the areas of Science, Technology, Engineering, Art, and Mathematics. The virtual camp ran from June 15, 2020 to July 24, 2020, and was held every Monday, Wednesday and Friday via the Zoom and Classroom Dojo platforms. During the program, participants engaged in programming such as virtual field trips, arts activities, math and science labs and cultural exploration activities. Youth also participated in thirty (30) minutes of mental and physical fitness activities per day to emphasize the importance of exercise and proper nutrition. Girl Power also provided the summer camp participants with a $300 summer stipend. The Board has previously supported Girl Power in its operation of the summer camp as authorized by Resolution Nos. CRA-R-17-0025, CRA-R-18-0045, and CRA-R-19-0021. Note that Girl Power has requested funding in the total amount of $30,812.00, however since $14,994.00 remains unspent from a grant previously authorized by Resolution No. CRA-R-19- 0021, the CRA anticipates applying those rollover funds to Girl Power's 2020 grant request. The application of those unused rollover funds to Girl Power's current request would result in an additional funding need of $15,818.00 for its 2020 Virtual Summer STEAM Workforce Training Camp. JUSTIFICATION: Packet Pg. 139 .2 Florida Statute 163.335(1) distinctly illustrates that "the prevention and elimination of slums and blight is a matter of state policy and state concern in order that the state and its counties and municipalities shall not continue to be endangered by areas which...promote juvenile delinquency..." Section 2, Goals 4 and 6 on page 11 of the 2009 Southeast Overtown/Park West Community Redevelopment Plan lists the "creati[on of] jobs within the community" and "improving quality of life for residents" as stated redevelopment goals. FUNDING: $15,818.00 allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids" Account No. 10050.920101.883000.0000.00000. Page 2 of 7 Packet Pg. 140 3.2 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 16, 2020 CRA Section: Brief description of CRA Agenda Item: Authorizing a grant to Girl Power Rocks, Inc. in an amount not to exceed $15,818.00, to underwrite costs associated with the Girl Power 2020 Summer STEAM Workforce Training Camp. Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10050.920101.883000.0000.00000 Amount: $1 5 , 81 8.0 0 NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Page 3 of 7 Packet Pg. 141 3.2 Approved by: iver, Executive Director 11/11/2020 Approval: L !) Miguel A VaIcrtiA F iriarice Officer 11/11/2020 Page 4 of 7 Packet Pg. 142 3.2 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 8192 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO GIRL POWER ROCKS, INC., IN AN AMOUNT NOT TO EXCEED $15,818.00 TO UNDERWRITE COSTS ASSOCIATED WITH THE GIRL POWER 2020 SUMMER STEAM WORKFORCE TRAINING CAMP; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; ALLOCATING FUNDS FROM SEOPW, "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Florida Statute 163.335(1) distinctly illustrates that "the prevention and elimination of slums and blight is a matter of state policy and state concern in order that the state and its counties and municipalities shall not continue to be endangered by areas which...promote juvenile delinquency..."; and WHEREAS, Section 2, Goals 4 and 6 on page 11 of the Plan lists the "creati[on of] jobs within the community" and "improving quality of life for residents" as stated redevelopment goals; and WHEREAS, Girl Power Rocks, Inc. ("Girl Power") is a 501(c)(3) nonprofit prevention and intervention social change program that promotes positive behavior, enhances social skills, and improves academic performance in middle school girls; and WHEREAS, Girl Power hosted its 2020 Virtual Summer STEAM Workforce Training Camp ("STEAM Camp"), a six (6) week virtual summer camp opportunity for middle school girls with an emphasis in the areas of Science, Technology, Engineering, Art, and Mathematics; and WHEREAS, the STEAM Camp ran from June 15, 2020 to July 24, 2020 and was held every Monday, Wednesday and Friday via the Zoom and Classroom Dojo platforms. The camp participants engaged in virtual field trips, arts activities, math and science labs, and cultural exploration activities. They also participated in thirty (30) minutes of mental and physical fitness Page 5 of 7 Packet Pg. 143 3.2 activities per day to emphasize the importance of exercise and proper nutrition. Girl Power also provided the summer camp participants with a $300 summer stipend; and WHEREAS, the Board of Commissioners (the "Board") has previously supported Girl Power in its operation of the STEAM Camp, as authorized by Resolution Nos. CRA-R-17-0025, CRA-R-18-0045, and CRA-R-19-0021; and WHEREAS, the CRA anticipates applying unused rollover funds in the amount of $14,994.00 from a grant to Girl Power previously authorized by Resolution No. CRA-R-19-0021 to Girl Power's total funding request of $30,812.00, resulting in the additional funding need of $15,818.00 for its STEAM Camp; and WHEREAS, grant funding for the STEAM Camp is contingent upon the CRA's receipt and approval of invoices and supporting documentation evidencing authorized expenditures by Girl Power for the STEAM Camp; and WHEREAS, the Board wishes to authorize a grant, in an amount not to exceed $15,818.00, to Girl Power to underwrite costs associated with the operation of the 2020 Girl Power Summer STEAM Workforce Training Camp; and WHEREAS, the Board finds that adoption of this Resolution would further the CRA's redevelopment goals and principles; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes a grant to Girl Power Rocks, Inc, in an amount not to exceed $15,818.00, to underwrite costs associated with the operation of the 2020 Girl Power Summer STEAM Workforce Training Camp. Section 3. The Executive Director is authorized to execute all documents necessary for said purpose. Section 4. The Executive Director is authorized to disburse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation. Section 5. Funds to be allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Page 6 of 7 Packet Pg. 144 3.2 Chanel H. Jeff rot ff Counsel 11/11/2020 Page 7 of 7 Packet Pg. 145 * 3.2.a i GIRL POWER'S 2020 SUMMER STEAM WORKFORCE TRAINING CAMP n SCIENCE.TECHNOLOGY.ENGINEERING.ARTS.MATHEMATICS partners ip wit t e • vertown ' ar 1 est wing it s t e i D s t ey need or t o Wor orce of the Future * * • 4 aq n POWER ** Our World, Ope O`r • • • • • • • • • • • • • • • • • • • • • • • • • • • For Middle School • Virtual Field Trips Girls • Mandatory Parent III.• Earn Money Orientation (Virtual) • Free Camp • Beginning: June15, • Entrepreneurship 2020 Skills • Mon, Wed & Fri • Workforce Training • Virtual Camp via Zoom Pli— • Have Fun! & Class Dojo • 4 - 6 HOURS OF ENGAGEMENT EACH DAY 40 4 • ENROLL TODAY! ce of Prevention Fun OF FLORIDA INCOAP 96Aitn Q 6�eo i%O� CALL 305-756-5502 OR EMAIL HELEN@GIRLPOWERROCKS.ORG 1600 NW 3rd Avenue, Suite 100 Miami, FL 33136 P: 305-756-5502 @girlpowermiami O E TOW t ldren & youth coalition I\/I M IAA AGAPE United Way United Way of Miami -Dade Miami . roundationr A Greater M i a m i MIAMI-DADE Jewish Communit Services OFS011. Packet Pg. 146 3.2.a PROPOSAL For GIRL POWER'S 2020 Virtual Summer STEAM Workforce Training Camp Giving girls the skills, they need for the workforce of the future! Submitted To: Cornelius Shiver, Esq., Executive Director Southeast Overtown / Park West CRA 819 NW 2nd Ave., 3rd Floor Miami, Florida 33136 Phone: 305-679-6800 CShiver@miamigov.com Pkelsey@miamigov.com From: Thema Campbell, President/CEO World Literacy Crusade of FL, Inc. /Girl Power 1600 NW 3rd Avenue, Suite 100 Miami, FL 33136 (305) 756-5502 thema@girlpowerrocks.org helen@girlpowerrocks.org Total Amount Requested: $30,812 Attachment: File # 8192 Back-up (8192 : Resolution authorizing the issuance of a grant to Girl Power Rocks, Inc., in an amount not to exceed) Pag 1 rf Packet Pg. 147 3.2.a Due to the current COVID-19 outbreak and closure of our schools and businesses, our plans for summer has changed to meet the immediate needs of the girls and families that depend on our services during the summer months. Girl Power has developed a Virtual Summer STEAM Workforce Training Camp with plenty of virtual options that will keep girls engaged, active and focused on their education during the summer with lots of fun also. Girl Power's six -week Virtual Summer STEAM Workforce Training Camp (The Camp) is an exciting program designed specifically for at -promise girls, focusing on a diverse range of activities. All activities will be successfully implemented utilizing Zoom and ClassRoom Dojo to help teachers connect to students and increase remote learning to increase the soft, academic and technical skills they need for the careers and workforce of the future. We will utilize the "Skills Pay the Bills research, introduce girls to local colleges and universities. highlight female role models in STEAM fields, and implement other supplemental activities to begin the process of teaching girls the relevant and sustainable skills needed to get high paying jobs in the fields. Girl Power's approach is to create a unique and engaging remote platform where girls can focus on building skills and workforce training in six critical areas: (1) Statistics, (2) Problem -Solving and Creativity, (3) Argumentation, (4) Intellectual Curiosity, (5) Data -Driven Decision -Making, and (6) Flexibility. Before the pandemic struct our nation, at -promise girls already significantly lack the soft and applied skills that are critically important to succeed in the workforce, college programs and careers. While we know that degrees and certificates are essential, we plan to engage girls in activities that help develop social and emotional soft skills critical to their success. Because this a virtual program we understand that that there must be increased funding and emphasis placed on effective communication, enthusiasm and attitude, teamwork, problem solving and critical thinking, which will be conveniently and creatively incorporated within all camp activities. Girl Power takes a serious approach to engaging culturally competent staff to successfully engage and retain participants and deliver activities with fidelity and a standard of excellence. We offer a variety of intentional supplemental activities that complement and support STEAM learning and the six critical workforce -training areas. These supplemental activities keep girls engaged and excited about showing up each day eager to learn, have fun and gain the skills and knowledge to help ensure their future success. Supplemental activities include science and math labs, daily fitness, tours of local tech businesses, colleges and universities, and a trip to the Kennedy Space Center. The Virtual Summer STEAM Workforce Training Camp connect girls remotely with skills and activities that help girls see themselves as respected problem -solvers, thinkers, innovators and future leaders. The Camp is designed to produce the following outcomes which are consistent with Girl Power's overall goals and objectives. L SOFT SKILLS OUTCOMES a. Girls engage in Entrapeurner topics and demonstrate how to apply concepts in the workforce and the real world. b. Girls will improve workforce, leadership and social skills. c. Increased knowledge and confidence in STEM -related abilities d. Exposure to STEAM careers and professionals in the field. Attachment: File # 8192 Back-up (8192 : Resolution authorizing the issuance of a grant to Girl Power Rocks, Inc., in an amount not to exceed) Pag 7nfC Packet Pg. 148 3.2.a II. ACADEMIC OUTCOMES a. Increased enrollment and interest in STEAM -related courses in school. b. Increased self-interest and knowledge in tackling computer, science and math classes and proj ects. c. Increased interest and likelihood of gaining meaningful workforce skills needed to obtain a higher paying job in the workforce of the future. d. Higher likelihood of high-school graduation. III. SOCIAL AND EMOTIONAL IMPACT OUTCOMES a. Girls gain cooperative learning skills needed to work together at home, at school and in the workforce. b. Girls receive emotional support and inspiration that make them feel valued. c. Girls develop a deeper connection with Girl Power resulting in enrollment in additional support services such as mentoring, individual and family therapy. d. Girls learn to believe in their ability to achieve their goals. e. Increased understanding and appreciation of the importance of workforce skills and technology. f. Girls learn to have fun, work as part of a team and engage with other girls. CAMP COMPONENTS txxl * 0 4 Emerging Entrepreneurs by NFTE (Network for Teaching Entrepreneur) Girls career readiness is measured on the three dimensions that the Association for Career and Technical Education (ACTE) uses to evaluate career readiness: Academic and Technical Skills - Student learning demonstrated through a completed lean business model canvas, pitch deck, and presentation. Employability Skills - Entrepreneurial mindset evaluated through performance tasks, NFTE Fast Pitch Challenge, and NFTE's Entrepreneurial Mindset Index (EMI), a formative assessment of students' noncognitive skill growth over the experience. skills to pay the bills Virtual Workforce and Career Readiness We will utilize The Department of Labor's Office of Disability Employment Policy's (ODEP) "Skills to Pay the Bills" research to deliver engage girls in Workforce and Career Readiness activities. Attachment: File # 8192 Back-up (8192 : Resolution authorizing the issuance of a grant to Girl Power Rocks, Inc., in an amount not to exceed) Pag nfS Packet Pg. 149 3.2.a Virtual Fitness During the 6-week 2020 Summer STEAM Workforce Training Camp, girls participate in thirty minutes of mental and/or physical fitness per day. The fitness activities train and educate girls on the importance of exercise and proper nutrition to their success in the classroom and in the workforce. Activities will consist of fitness exercises, meditation, goal setting, teamwork, and most of all FUN! Virtual Arts Girl Power put the "A" in STEM to include ART because we know girls love STEAM. Research shows that girls who are involved in arts programs and activities especially in under- resourced communities are more likely to win an academic award, receive a community service award, more likely to participate in a math or science fair and score higher on their SAT college admission test scores. Girl Power collaborates with Perez Art Museum Miami and The Institute of Contemporary Art Museum to ensure our girls receive a virtual arts experience. Virtual Math and Science Labs During the past few months academic skills have decreased making it harder for girls to maintain the progress they have worked so hard to achieve. The Virtual Math and Science Labs are designed to help each girl rediscover her strengths, exercise her creativity, overcome academic difficulties, and prepare for the school year ahead. Through the exploration of virtual math and science labs girls benefit from the continuity necessary for maintaining academic progress and recoup some the skills lost during the pandemic period. Virtual Field Trips Our virtual summer field trips allow students to visit local and national places of art, wonder and discovery without leaving home. We have implemented a plan for summer virtual tours that include Perez Art Museum Miami, Institute for Contemporary Art, Frost Science Museum and national parks throughout the country. Our summer culminates with a day virtual art party where girls get to share their personal favorite art via Zoom and ClassRoom Dojo. Attachment: File # 8192 Back-up (8192 : Resolution authorizing the issuance of a grant to Girl Power Rocks, Inc., in an amount not to exceed) Pag A of Packet Pg. 150 3.2.a .0 as ies3sa• xp *member ; G rt mai �, r► re m action '^ TN Lu... �� patterns Via, -° Virtual Cultural Exploration In partnership with Collective Drift, Girl Power is adding Cultural Exploration as a new and exciting component to the Summer STEAM Workforce Training Camp. The purpose is to educate and virtually expose at -promise girls to various societal aspects of local and international cultures highlighting customs, values, traditions, natural resources and institutions. We are hoping to instill cultural sensitivity, peak interest in national and global travel, and expose girls to travel and cultural tourism career choices such as flight attendants, travel agents, hotel managers, food service managers, meeting, convention, and event planners, sales managers, advertising, promotions, and marketing managers and concierges. Attachment: File # 8192 Back-up (8192 : Resolution authorizing the issuance of a grant to Girl Power Rocks, Inc., in an amount not to exceed) Pag SnfC Packet Pg. 151 3.2.a Girl Power - Overtown 2020 Summer STEAM Workforce Training Camp Giving girls the skills, they need for the workforce of the future! BUDGET NARRATIVE BY LINE ITEM ITEM DESCRIPTION Total Cost Salaries Camp Director ($25 per hour 25 hours weekly x 7 weeks (Yvonda Eason) $4,375.00 Workforce and Career Readiness Facilitator ($25 per hour x 4 hours per week x 7 weeks) $700.00 Math and Science Lab Facilitator ($25 per hour x 4 hours per week x 7 weeks) $700.00 Camp Assistant = $25 per hour x 20 hours per week x 7 weeks (Miriam Martin) $4,375.00 Driver = $15 per hour x 5 hours per week x 7 weeks $525.00 Fringes FICA/MICA $777.00 Total Salaries and Fringes $11,452.00 OTHER CHARGES Camp T- shirts Student Camp T-Shirts ($7.25 each x 80 shirts) 30 girls $510.00 Student Stipends 30 students x $300 each x $9,000.00 Entrepreneurship - NFTE Emerging Entrepreneurs by NFTE (Network for Teaching Entrepreneur) Entrepreneurship Supplies $50 per student x 30 students $3,900.00 Entrepreneurship -NFTE $1,500.00 Labs Math and Science Kits @ $50 per kit x 30 students $1,500.00 Supplies & Equipment Supplies and equipment $800.00 Virtual Ceremony Virtual Summer Showcase Party $500.00 Art 2 workshops during the Girl Power Hour for guest art facilitators @ $ 200 each x 2 $400.00 Collective Drift Virtual Cultural Exploration Workshops @ $250 each x 5 = 1250 1,250.00 TOTAL OTHER CHARGES $19,360.00 TOTAL BUDGET AMOUNT $30,812.00 Attachment: File # 8192 Back-up (8192 : Resolution authorizing the issuance of a grant to Girl Power Packet Pg. 152 3.3 SEOPW Board of Commissioners Meeting November 16, 2020 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8193 and Members of the CRA Board From: Cornelius Shiver Executive Director Subject: Resolution authorizing the issuance of a grant to Florida Film House, LLC, in an amount not to excee Enclosures: File # 8193 Back-up BACKGROUND: The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") authorizes a grant, in an amount not to exceed $14,938.00 to the Florida Film House, LLC ("FFH") to underwrite costs associated with the production of the 2020 Urban Film Festival ("Film Festival") that was held virtually September 4 - 10, 2020. FFH is a full -service production company founded by Executive Producer Marco Mall and Creative Director Bla G. With a combination of over 20 years of experience, the founders have passed down knowledge to new -age filmmakers, advancing them into veterans. FFH has reinvested the capital from over 700 productions into acquiring the necessary gear and resources needed to underwrite the majority of expenses to develop their films. Currently, FFH is developing in-house content with their team of passionate filmmakers working together to tell the stories of our community and generation. FFH seeks assistance with the costs associated with producing the Film Festival. The Film Festival was a multi -day virtual event focusing on connecting youth who are interested in the film industry with industry professionals through panel discussions and workshops. This festival provided interested Overtown youth with an opportunity to learn valuable skills directly from individuals with experience in the film industry. The Board has previously supported FFH and its Film Festival as authorized by Resolution Nos. CRA-R- 17-0047, CRA-R-18-0050 and CRA-R-19-0032. FFH's total funding request is $40,000, however, $25,062.00 of unused funds derived from previously authorized Resolution No. CRA-R-19-0032 were applied to his grant request resulting in the remaining funding need of $14,938.00 for the Film Festival. JUSTIFICATION: Packet Pg. 153 3.3 Section 2, Goals 4 and 6 on page 11 of the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan") lists the "creati[on of] jobs within the community" and "improving quality of life for residents" as stated redevelopment goals. Section 2, Goal 5 on page 11 of the Plan lists the "[p]romotion and marketing of the community" as a stated redevelopment goal. Section 2, Principle 6 on page 15-16 of the Plan lists the promotion of "local cultural events, institutions, and businesses" and "restor[ing] a sense of community and unifying] the area culturally" as stated redevelopment principles. FUNDING: $14,938.00 allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account No. 10050.920101.883000.0000.00000. Page 2 of 6 Packet Pg. 154 3.3 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 16, 2020 CRA Section: Brief description of CRA Agenda Item: Authorizing a grant to Florida Film House LLC, in an amount not to exceed $14,938.00 to underwrite costs associated with the production of the 2020 Urban Film Festival. Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10050.920101.883000.0000.00000 Amount: $1 4 , 9 3 8.0 0 NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Approved by: s fiver, E cutive Director 11/11/2020 Approval: Miguel A Val;;ntirr, Finance Off ce? .11/11/2020 Page 3 of 6 Packet Pg. 155 3.3 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 8193 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO FLORIDA FILM HOUSE, LLC, IN AN AMOUNT NOT TO EXCEED $14,938.00, TO UNDERWRITE COSTS ASSOCIATED WITH THE PRODUCTION OF THE 2020 URBAN FILM FESTIVAL; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FUNDS TO BE ALLOCATED FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Section 2, Goals 4 and 6 on page 11 of the Plan lists the "creati[on of] jobs within the community" and "improving quality of life for residents" as stated redevelopment goals; and WHEREAS, Section 2, Goal 5 on page 11 of the Plan lists the "[p]romotion and marketing of the community" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 6 at page 15 of the Plan lists the promotion of "local cultural events, institutions, and businesses" and "restor[ing] a sense of community and unify[ing] the area culturally" as stated redevelopment principles; and WHEREAS, Florida Film House, LLC ("FFH") is a full -service production company founded by Executive Producer Marco Mall and Creative Director Bla G. With a combination of over 20 years of experience, the founders have passed down knowledge to new -age filmmakers advancing them into veterans; and WHEREAS, FFH seeks assistance with the costs associated with the production of the 2020 Urban Film Festival ("Film Festival") which was held September 4-10, 2020. It focused on connecting youth interested in the film industry with industry professionals through panel discussions and workshops. The Film Festival provided interested Overtown youth with an Page 4 of 6 Packet Pg. 156 3.3 opportunity to learn valuable skills directly from individuals with experience in the film industry; and WHEREAS, the Board of Commissioners (the "Board") has previously supported FFH and its Film Festival as authorized by Resolution Nos. CRA-R-17-0047, CRA-R-18-0050 and CRA-R-19-0032; and WHEREAS, FFH's total funding request is $40,000.00; however, $25,062.00 of unused funds derived from previously authorized Resolution No. CRA-R-19-0032 were applied to his grant request resulting in the remaining funding need of $14,938.00 for the Film Festival; and WHEREAS, grant funding for the Film Festival is contingent upon the CRA's receipt and approval of invoices and supporting documentation evidencing authorized expenditures for the production of the Film Festival; and WHEREAS, the Board wishes to issue a grant to FFH, in an amount not to exceed $14,938.00, to underwrite costs associated with the production of the 2020 Urban Film Festival; and WHEREAS, the Board finds that authorization of this Resolution would further the CRA's redevelopment goals and principles; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the issuance of a grant, to Florida Film House, LLC, in an amount not to exceed $14,938.00, to underwrite costs associated with the production of the 2020 Urban Film Festival. Section 3. The Executive Director is authorized to disburse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation. Section 4. The Executive Director is authorized to execute all documents necessary for said purpose. Section 5. Funds are to be allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Section 6. This Resolution shall become effective immediately APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Page 5 of 6 Packet Pg. 157 3.3 Chanel H. Jeff rot ff Counsel 11/11/2020 Page 6 of 6 Packet Pg. 158 For Creators, By Creato 02614111 Packet Pg. 1 URBAN FILM FESTIVAL: TABLE OF CONTENTS 1. COVER PAGE 2. TABLE OF CONTENTS 3. MISSION 4. COVID-19 ADJUSTMENTS 5. EDUCATION 6. EXPOSURE 7. DISTRIBUTION 8. FILM FESTIVAL & CO-OP DISTRIBUTION 9. HIGHLIGHTS 10. SATURDAY SCHEDULE 11. SUNDAY SCHEDULE 12. BUDGET 13. END 3.3.a AMI Packet Pg. 160 3.3.a URBAN FILM FESTIVAL: MISSION What is the Urban Film Festival (UFF)? A three day event focusing on educating, exposing and providing distribution opportunities for the new generation of filmmakers by connecting them with industry professionals, equipping them with the skills and tools they need through hands on workshops and panels. As we prepare for the 2020 Urban Film Festival we recognize that a change in course must occur given the unprecedented circumstances we are facing with COVID-19. UFF is doing a digital exhibition to adapt to the new normal. We expose young filmmakers content on our media partners platforms and award our winners with distribution contracts from our distribution partners. Packet Pg. 161 3.3.a URBAN FILM FESTIVAL: COVID-19 ADJUSTMENTS As we prepare for the 2020 Urban Film Festival we recognize that a change in course must occur given the unprecedented circumstances we are facing with COVID-19. UFF is doing a digital exhibition to adapt to the new normal. This will grant access for more films to be screened and viewed by a global audience. Urban Film Festival is establishing social distancing parameters in order to keep the show going safely for all guests; in addition to adding a live streaming component for guests and filmmakers who are unable to attend the festivals 4.4vAr.:0\ VI rop Packet Pg. 162 3.3.a URBAN FILM FESTIVAL: EDUCATION Urban Film Festival Workshops are designed to provide the new age Urban Filmmaker with tools and insight needed from industry professionals to enhance their productions. Workshops: Producing, Directing, Acting, Writing, Cinematography, Marketing, Photography and Music Video. Panels: Distribution, Femme-Powerment, Star/Actor, From Music Video to Film, TV & Web, and Diversity. Master Classes: Producing, Directing, Acting, Writing, Cinematography, Editing, Film Law & High Quality Filming On A Low Budget. Industry Discussions / Meet & Greets - Bic Celebs. 01 Packet Pg. 163 3.3.a URBAN FILM FESTIVAL: EXPOSURE Urban Film Festival UFF works with traditional media, social media, contemporary platforms and aggregators to expose the filmmakers content, along with collaborating with our media partners to maximize the exposure of the filmmakers content. 3 amazon FANDANGO VUDU Mkt°lifigrif 0 0 N co 0. 7 m M 0• T co it REVOLT YouTubeTV • ♦N T I DA. CRACKLE hulu NETRU A Sony Network Packet Pg. 164 3.3.a URBAN FILM FESTIVAL: DISTRIBUTION Urban Film Festival UFF prides itself in advancing filmmakers into the new age of distribution. In 2020, UFF is partnering with Worldwide Urban Distribution, to provide filmmakers with the opportunity to learn how to optimize and monetize from their content. 2020 winners will be awarded a distribution contract with Worldwide Urban Distribution. • Randle Scripts • Filming •Eahing • Final'Mz+I. WORLD WIDE URBAN DISTRIBUTION (W W UD) • Distribution Consulting Marketing Q CANEA 1111 aVVV�"' A ®Ask INTERNATIONAL PLATFORMS ROYAL S CANAL+ F44.4 La .s-ky ALJAZEERA Cya CIRE COLOIIINR HOME VIDEO RETAILERS Walmart ()TARGET NETFLIX amazon.com redbox xfiux TRANSACTIONAL/ CABLE/SATELLITE/INTERNET AT&T z nrros amazon • I I u `►GooglePlay (comcast vjJ /Charter SUBSCRIPTION/TELEVISION STREAMPIK LifetTne FULLSCR HBO' sundanceNNETFLIX c'wnME hull Packet Pg. 165 3.3.a FILM FESTIVAL CO-OP & DISTRIBUTION PARTNERSHIPS Urban Film Festival has created a co-op with (5) other high profile film festivals in which we screen the best of each other's film festivals, increasing exposure for filmmakers. Our mission is to open a new door for filmmakers all over the world not only to acquire more knowledge on the new age of distribution, but to also take advantage of opportunities to monetize from their content. Urban Film Festival has partnered with various distribution companies to educate new age filmmakers on the shifted state of the industry and provide them with distribution opportunities to expose their content. UFF aims to take full advantage of its network of platforms to directly connect filmmakers with distributors in search for content. Some of our film festival winners conducting a media Q & A interview Panel Packet Pg. 166 3.3.a URBAN FILM FESTIVAL 2019 HIGHLIGHTS Benchmarks • All the workshops and panels sold out, and received great reviews from the film enthusiast that attended. • All the premiere screenings were sold out and received standing ovations. • The three films that premiered at the festival all received distribution contracts. Testimonials "I learned more about film in my four hour producing workshop than I have learned in my last semester of classes." - Charles Lee (Film Student) "A Miami Love story was very raw, very true. This the type of cultural film that is needed in Hollywood." - Professor Russell Motley "Urban Film Festival will be providing hundreds of filmmakers with the education, exposure and distribution needed to succeed." - Marco (Mall) Molinet - Founder IJRBArl FILM FESTIVAL RAPPER ROMEO TALKS URBAN FILM FESTIVAL IN MIAMI HELPAFTER HARVEY OTHER NEEDS: CLOTHING, BLANKETS, TOWELS IRomeo Miller & Mogul Master P discuss the Urban Film Festival on NBC 6 Packet Pg. 167 3.3.a 1 URBAN FILM FEST!VAL U RBAN FI LM FESTIVALS. OM SUNDAY SEP.6t14 160 -1111M 1129111-1F 14W1WM ICA 1. 11/9311 1111 Al •1HOPE 125I-1W1111 amt 11111• TI1111t7 1711 P1-511121111 PIAIYL Mr Pr MUNI. 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TOTH 11211Y•E801R- 101161N011615 ell 1t N. t11t2 T71 617 P1 -1JFE Min Tfl111• FEEL IAIT 1111121711' :..Jti RNL1I 71 11M11.1R ®rH 7 ITT 911 Pik 11131NL 941P11-MT121TR II M1.17 11171.101 1'1f1! •221a•er 11111 •I7111M1 WIU ti3•.11171111rT LI l OCHE OM LINMI.1 1 1!i►M'1F11 112111M-><7H� 1:11 PY• WW1 IA1 16 91111-s1f1Ca i!f 1a4 HPI LIMA 1y7 PI• i IOW UM MIN 1E MIMI 111P1' 111111.11II MANI 1111' MP 59 114 P1 •Rf1 REF a pp11 FI1171E;T .21 11-R111T 1AT144111I 11 :IM KINS 61f1-1t1UP 2U11-N 1041 -P1lt F1411 MAW rmrm: r: rRY {111.11ETI E mF 4 hi Ha I11 1111 1111H PP Lain WWRl 111X HP Mk- Ian' MI!P1I 211E1 9111 111116i11 124111-114PI I sP1 -®SE Ha 11-WIf 111 ImilS P11P1-111 ALAILP111i• 11II,1111113<r SMT 9 f•Ir• VA RIM FIM2si Lank nt Hawk 2M11-luitaa1611A1 Fun ? anafaTT 11Z P1 11{24[e I 1 1e kio 1i141i-1I7 931PI•11111 15 FFH UM 11P1•'::L1H PN RY Packet Pg. 168 3.3.a URBAN FILM FESTIVAL 2020 BUDGET EXPENSES BUDGET WEBSITE, APP AND STREAMING WEBSITE, APP AND STREAMING $10,000.00 MARKETING: MARKETING Digital, Paper, Ground, $3,250.00 Graphics, Priniting MERCHANDISE & PROMO GEAR: SHIRTS, SWEATERS, HATS, AWARDS, GIVE A WAYS, SHIPPING $6,000.00 CURATION: STAFF: FOOD CURATION BUDGET STAFFING COSTS LOCAL RESTAURANTS & VENDORS $5,465.55 $6,250.00 $300.00 PUBLIC RELATIONS & MAGAZINE PR & MAGAZINE $7,700.00 INSURANCE: INSURANCE $1,034.45 TOTAL $40,000.00 Packet Pg. 169 Thank You 3.3.a Marco Mall Executive Producer P: 786.217.8869 E. marcofloridafilmhouse@gmail.com Packet Pg. 170 3.4 SEOPW Board of Commissioners Meeting November 16, 2020 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8194 and Members of the CRA Board From: Cornelius Shiver Executive Director Subject: Resolution authorizing a grant to St. Agnes Episcopal Church, Inc. for $400,000 for repairs and impr Enclosures: File # 8194 Back-up BACKGROUND: The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") authorizes the issuance of a grant to St. Agnes Episcopal Church, Inc. ("St. Agnes"), in an amount not to exceed $400,000 for repairs and improvements to St. Agnes Episcopal Church located at 1750 NW 3rd Avenue, Miami, Florida 33136 (the "Property") for its 40-year building recertification. Built between 1923 and 1940, the Property is in need of repairs and renovations to bring the Property into minimum code compliance in order to receive its 40-year recertification. As a result, St. Agnes has requested assistance from the CRA to complete the necessary repairs and improvements. Specifically, St. Agnes requests funding for a roof replacement, construction of a new restroom, and other general repairs. JUSTIFICATION: Section 2, Goal 1 on page 11 of the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan") lists the "preserv[ation of] historic buildings and community heritage" as a stated redevelopment goal. Section 2, Principle 8 on page 15 of the Plan states that "[o]lder buildings that embody the area's cultural past must be restored" as a stated redevelopment principle. On August 24, 2007, the City of Miami, acting as General Counsel to the CRA, issued Formal Legal Opinion No. 07-014, opining that the CRA may use TIF funds to repair or renovate churches within the redevelopment area for the purpose of improving the community as a whole. FUNDING: Packet Pg. 171 .4; $400,000.00 to be derived from the 2021 SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Page 2 of 6 Packet Pg. 172 3.4 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 16, 2020 CRA Section: Brief description of CRA Agenda Item: Authorizing a grant to St. Agnes Episcopal Church in an amount not to exceed $400,000.00, for repairs and improvements to St. Agnes Episcopal Church for its 40 year building recertification. Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10050.920101.883000.0000.00000 Amount:$400,000.00 NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Page 3 of 6 Packet Pg. 173 3.4 Approved by: iver, Executive Director 11/11/2020 Approval: L !) Miguel A VaIcrtiA F iriarice Officer 11/11/2020 Page 4 of 6 Packet Pg. 174 3.4 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 8194 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO ST. AGNES EPISCOPAL CHURCH, INC., IN AN AMOUNT NOT TO EXCEED $400,000, FOR REPAIRS AND IMPROVEMENTS TO ST. AGNES EPISCOPAL CHURCH FOR ITS 40-YEAR RECERTIFICATION; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; DERIVING FUNDS FROM THE 2021 SEOPW CRA TAX INCREMENT FUND, "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Section 2, Goal 1 on page 11 of the Plan lists the "preserv[ation of] historic buildings and community heritage" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 8 on page 15 of the Plan states that "[o]Ider buildings that embody the area's cultural past must be restored"; and WHEREAS, on August 24, 2007, the City of Miami, acting as General Counsel to the CRA, issued Formal Legal Opinion No. 07-014, opining that the CRA may use TIF funds to repair or renovate churches within the redevelopment area for the purpose of improving the community as a whole; and WHEREAS, St. Agnes Episcopal Church ("St. Agnes"), located at 1750 NW 3rd Avenue, Miami, Florida 33136 (the "Property") was built between 1923 and 1930; and WHEREAS, the Property is in need of repairs and renovations to bring it into minimum code compliance in order to receive its 40-year recertification. St. Agnes has requested assistance from the CRA to complete the necessary repairs and improvements, including a roof replacement, construction of a new restroom, and other general repairs; and Page 5 of 6 Packet Pg. 175 3.4 WHEREAS, the Board of Commissioners wishes to authorize funding to St. Agnes, in an amount not to exceed $400,000 for repairs and improvements to the Property for its 40-year building recertification; and WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the aforementioned redevelopment goals and objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the issuance of a grant to St. Agnes Episcopal Church, Inc, in an amount not to exceed $400,000, for repairs and improvements to St. Agnes Episcopal Church located at 1750 NW 3rd Avenue, Miami, Florida 33136, for its 40-year building recertification. Section 3. The Executive Director is authorized to execute all documents necessary for said purpose. Section 4. The Executive Director is authorized to disburse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation. Section 5. Funds to be derived from the 2021 SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Chanel H. Jeffer'oh, $tiff Counsel 11/11/2020 Page 6 of 6 Packet Pg. 176 3.4.a PALM CONSTRUCTION AND DESIGN GROUP, INC. CONSTRUCTION PROPOSAL/CONTRACT Between the Owner: And the Contractor: ST. AGNES EPISCOPAL CHURCH P.O. BOX 2943 Miami, FL 33101 Palm Construction and Design Group, Inc. 12491 SW 134 Court, Ste. 20 Miami, FL 33186 786-251-9289 For the Project located: 1750 NW 3`d Avenue Miami, FL 33136 Attachment: File # 8194 Back-up (8194 : Resolution authorizing a grant to St. Agnes Episcopal Church, Inc. for $400,000 for repairs and impr) Packet Pg. 177 July 15, 2020 3.4.a ST. AGNES EPISCOPAL CHURCH P.O. Box 2943 Miami, FI 33101 RE: Re -roofing, and Bathroom Addition to the Sanctuary Building Dear Owner: We are pleased to submit this proposal for construction services on the above referenced project located in Miami, Florida. Palm Construction and Design Group, Inc. will perform the work outlined below: MECHANICAL - Furnish and install new HVAC system as shown on the Mechanical Plans by Hyde Park Architects - Furnish and install new refrigerant lines and covers, drain lines, exhaust fans, duct work, and A/C stands as necessary - Furnish and install new metal cage for condenser unit on ground floor - No other mechanical work included in this proposal ELECTRICAL Furnish and install new Electrical system as shown on the Mechanical Plans by Hyde Park Architects (including all new wiring, electric boxes, plugs, breakers, conduits, disconnect boxes, etc. to service new restroom addition) No other electrical work is included in this proposal PLUMBING Furnish and install new Plumbing system as shown on the Plumbing Plans by Hyde Park Architects Furnish and install five (5) new toilets, five (5) new wall hung lavatories, two (2) new urinals, five (5) new faucets, new water heaters, and ancillary piping No other plumbing work is included in this proposal BATHROOM ADDITION Furnish and install all items needed to construct the new bathroom addition as shown on the Architectural Plans by Hyde Park Architects No other work is included in this proposal ROOF Remove existing roof covering to expose existing sheathing Replace existing sheathing as necessary Install new roof covering (i.e. — asphaltic shingles, etc.) No other roof work is included in this proposal Attachment: File # 8194 Back-up (8194 : Resolution authorizing a grant to St. Agnes Episcopal Church, Inc. for $400,000 for repairs and impr) Packet Pg. 178 3.4.a METALS - Install new metal stair railings as shown on the Architectural Plans by Hyde Park Architects - No other metal work is included in this proposal A. Exclusions - Environmental services (i.e. — mold, lead, asbestos abatement, or remediation) Security or police services - Permit fees - No other construction services not specified herein ST. AGNES EPISCOPAL CHURCH shall pay Palm Construction and Design Group, Inc. for the performance of completed work, as authorized and outlined by this agreement. The base bid is Four Hundred Thousand Dollars, ($400,OOO.00). Notes: 1. Palrn Construction and Design Group, Inc. will furnish all the labor and material necessary to complete the alterations and improvements described in herein. 2. Match existing textures and colors as close as possible. 3. This proposal is based upon the observation of conditions. Conditions which could not be known by a reasonable inspection, such as termite damage, hidden water damage, hidden code violations, or other concealed conditions, may require extra labor or materials. Date: Signature: Owner Date: 7/15/20 Signature: Palm Construction and Design Group, inc. cc: File Attachment: File # 8194 Back-up (8194 : Resolution authorizing a grant to St. Agnes Episcopal Church, Inc. for $400,000 for repairs and impr) Packet Pg. 179 3.5 SEOPW Board of Commissioners Meeting November 16, 2020 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8195 and Members of the CRA Board From: Cornelius Shiver Executive Director Subject: Resolution authorizing a grant to Willie Williams, in an amount not to exceed $150,000.00, for the I Enclosures: File # 8195 Back-up BACKGROUND: The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") authorizes the issuance of a grant to Willie Williams, in an amount not to exceed $150,000.00, for the limited scope renovation of two, two- story mixed -use buildings located at 1131-1133 NW 3rd Avenue, Miami, Florida 33136 ("Property"). Mr. Williams, as the owner of the Property, seeks funding assistance from the CRA for limited scope repairs to the Property. The Property consists of two, two-story mixed -use buildings in which the ground floor of each building is commercial space and the second floor is residential. The limited scope renovation will consist of roof replacements, and the installation of hurricane resistant windows and a new air conditioning system, along with the required electrical upgrades. JUSTIFICATION: Pursuant to Chapter 163 of the Florida Statutes, a community redevelopment agency is responsible for carrying out community redevelopment activities and projects within its redevelopment area "for the elimination and prevention of the development or spread of slums and blight" in accordance with the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan"). Section 2, Goal 6 on page 11 of the Plan lists "improving quality of life for residents" as stated redevelopment goals. Section 2, Principle 3 on page 14 of the Plan further provides that "there must be variety in housing options" as a stated redevelopment principle. FUNDING: Packet Pg. 180 3-5 $150,000.00 to be derived from the 2021 SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Page 2 of 5 Packet Pg. 181 3.5 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 16, 2020 CRA Section: Brief description of CRA Agenda Item: Authorizing a grant to Willie Williams, in an amount not to exceed $150,000.00, for the limited scope renovation of two, two-story mixed — use buildings. Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10050.920101.883000.0000.00000 Amount: $1 5 0 , 0 0 0.0 0 NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Approved by: s fiver, E cutive Director 11/11/2020 Approval: Miguel A Valontirr, Finance Off ce? .11/11/2020 Page 3 of 5 Packet Pg. 182 3.5 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 8195 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO WILLIE WILLIAMS, IN AN AMOUNT NOT TO EXCEED $150,000.00 FOR THE LIMITED SCOPE RENOVATION OF TWO, TWO-STORY MIXED -USE BUILDINGS LOCATED AT 1131-1133 NW 3RD STREET, MIAMI, FLORIDA 33136; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; DERIVING FUNDS FROM THE 2021 SEOPW CRA TAX INCREMENT FUND, "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area "for the elimination and prevention of the development or spread of slums and blight" in accordance with the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Section 2, Goal 6 on page 11 of the Plan lists "improving quality of life for residents" as stated redevelopment goals; and WHEREAS, Section 2, Principle 3 on page 14 of the Plan further provides that "there must be variety in housing options" as a stated redevelopment principle; and WHEREAS, Willie Williams, as the owner of the property below, seeks funding assistance from the CRA for a limited scope renovation to 1131-1133 NW 3rd Street, Miami, Florida 33136, which consists of two, two-story mixed -use buildings in which the ground floor of each building is commercial space and the second floor is residential; and WHEREAS, the limited scope renovation will consist of roof replacements, and the installation of hurricane resistant windows and a new air conditioning system, along with the required electrical upgrades; and WHEREAS, the Board of Commissioners wishes to authorize the issuance of a grant to Willie Williams, in an amount not to exceed $150,000.00, for the limited scope renovation of two, two-story mixed -use buildings located at 1131-1133 NW 3rd Avenue, Miami, Florida 33136; and Page 4 of 5 Packet Pg. 183 3.5 WHEREAS, the Board of Commissioners finds that authorizing this Resolution would further the aforementioned redevelopment goals and objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the issuance of a grant to Willie Williams, in an amount not to exceed $150,000.00, for the limited scope renovation of two, two-story mixed -use buildings located at 1131-1133 NW 3rd Avenue, Miami, Florida 33136. Section 3. The Executive Director is authorized to execute all documents necessary for said purpose. Section 4. The Executive Director is authorized to disburse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation. Section 5. Funds to be derived from the 2021 SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Chanel H. Jeffer o r,t ff� Counsel 11/11/2020 Page 5 of 5 Packet Pg. 184 Willie L. Williams, Sr. 1133 NW 3rd Avenue Miami, FL 33136 (305) 401-5786 williams5175@bellsouth.net July 14, 2020 Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Ave Miami, FL 33136 (305) 679-6827 Dear Mr. Zeltsman: I am requesting a grant from the C.R.A. in the amount of $150,000. I am the President and CEO of ABC Williams & Associates, Inc. My family has been in the Overtown community for the past 80 years. I have owned a barber shop as part of a family business in Overtown for 40 of the 70 years it has been in existence. I am requesting the grant because of the current condition of my buildings located at 1131 and 1133 NW 3rd Ave. Both properties are in dire need of roofs, hurricane impact windows, AC units and exterior doors. More things are needed, but considering that we are presently in hurricane season, I'm targeting the most urgent repairs. I look forward to hearing from you soon and am appreciative of your consideration. If there is any additional information or documentation required, please do not hesitate to contact me. Respectfully Yours, dpe4 Pastor Willie L Williams Sr. Packet Pg.135 3.5.a Packet Pg. 186 Bid No. 1 3.5.a Runu Contracting, Inc 2861 NW 154th Terrace Miami Gardens, F133054 Tel. (305) 316-6457 Fax (786) 536-5475 License # CGC 1515267.... runucontractinggc@gmail.com June 30, 2020 PROPOSAL / AGRREEMENT Project Name: Rev. Williams Apartment and Retail Owner / Director Name: Rev. Willie Williams Address: 1131-1133 NW 3 Ave Miami, FL 33136 DESCRIPTION NAME GENERAL DESCRIPTION 1 Install of 2 new Flat Roof 2 Install of 36 new impact windows 3 Insta11 3 impact exterior doors 4 Insta11 9 mini split units (10,000 to 12,000 BTU each ) 5 Patch leaking ceiling area with new 5/8 Dry Wall 6 Skin Coat all ceilings 7 Skin Coat all interior walls 8 Paint all ceilings 9 Paint all interior walls 10 Profit and Overhead TOTAL $130,000.00 Permatrie 4 L'€k Date 06-30-2020 Jermaine A. Clarke Runu Contracting Inc. Date Owner/ Authorize Agent Rev. Willie Williams Packet Pg. 187 Bid No. 2 3.5.a 13825 JACKSON ST. Miami, FI. 33176 Date: June 3, 2020 MALCOLM T. WRIGHT, INC. GENERAL CONTRACTOR CGC 053456 Project: Willie Williams, Sr. Project 1131; 33 & 35 NW 3 Av. Miami, FI. 33136 RE: Proposal for Remodel Work PH: (786)586-4472 email: mtwright@bellsouth.net Malcolm T. Wright, Inc. is pleased to submit a proposal for labor and materials to remodel; (2) two story buildings at the above referenced address for the sum of, $158,600. This proposal is based on our site visit and field notes. The following is included in this proposal. Any changes or modifications to the following may affect our proposed price. General Requirements: o Prep work for protection of the finishes inside and outside surrounding work areas. o Permits, Engineering and Notice of Commencement (NOC). o Control dusk barrier installed where needed along immediate work area. o All debris generated by us shall be hauled away daily. o Mobilization of material and equipment will be coordinated during contract work. Existing Conditions: o Demolition of windows & doors o Roof- tear off and disposal. o Boring and penetrations through block walls. o Select demolition work, including removal of all window A/C wall unit. Thermal & Moisture Protection: o Replace existing flat roof with new roof system as follows: strip and haul away all existing roof debris; replace damaged sheathing (8 sheets of plywood included); re -nail existing sheathing to meet FBC; replace other misc. wood (up to 100 LF). o Re -roof using the following materials: o Install one layer of %" Secure Rock board. o Fully adhere one Ply of GAF 60 mil. TPO. o Install .032 aluminum metal coping. o Flash all roof penetrations according to GAF's recommendations and requirements. o No downspouts or gutters included neither painting. Openings: o Provide and install all new impact window system, full view, bronze finish with bronze tinted glass. o All windows shall be horizontal rollers. All caulking including inside and out. Stucco patching and won -cote finish patching included. o Provide and install (5) exterior door with panic hardware. Initialed by Owner: Contractor: 1 Packet Pg. 188 3.5.a Plumbing: o Provide and install condensation drainage for all new A/C Equipment. Mechanical: Electrical: o Provide and install (2) new mini -split A/C system & 1-Compressor. Bldg. 33& 35 provided with fresh air fan required as per code. o Provide and install electrical connection to all new A/C units. o Provide and install smoke detectors as per code. Note: 1. All work will be done in compliance with Florida Building Code 2010. 2. Any bills submitted are due upon receipt. 3. Warranty: a. All other work one (1) year. We guarantee against defects in materials and workmanship that MTW, Inc. provides in accordance with this proposal for one (1) year. We propose hereby to furnish all material and labor to complete in accordance with specifications above the sum of: Total proposed price: $ 158,600.00 Payment Schedule: Deposit $ 25,000.00 Materials & Supplies ordered $ 39,247.00 Roof/windows/Doors $ 39,247.00 A/C Systems $ 39,246.00 Completion and acceptance of work $ 15,860.00 Note: each draw must be paid before we proceed with the next phase of work. All equipment and labor guaranteed to be as specified. All work to be completed in a professional manner in accordance to Local County Codes. It is understood and agreed that the provisions on the reviser side hereof are hereby incorporated by reference and constitute a part of this contract. The undersigned accepts the above job at the price quoted and agrees to pay for said work promptly upon completion of same as herein specified. If any sums due are collected by suite of demand of an Attorney or collection agency, then the undersigned agrees to pay all cost of such charges. Including reasonable Attorney's fee for collection of above prices, specifications and conditions are hereby accepted. This proposal may be withdrawn by MALCOLM T. WRIGHT, INC. if not accepted within thirty days. Any alterations or deviations from specifications above involving extra costs will be executed only written work orders and will become an extra charge over and above the proposal. Initialed by 0 Contractor: 2 Packet Pg. 189 3.5.a Insurance: General and property insurance Workman's Compensation Statutory Force Majeure: All agreements and contractual obligations are contingent upon such occurrence as a war, strike, riot, crime, or an event described by the legal term act of God (such as hurricane, flooding, earthquake, volcanic eruption, etc.), prevents one or both parties from fulfilling their obligations under the contract. Owner will carry fire, tornado, hurricane and other necessary insurance. Signature Authorized Acceptance of proposal: the above prices, specifications and conditions are satisfactory and are hereby accepted. You are authorized to do the work as specified. Payment will be made as outlined above. Date of Acceptance: Authorized Signature:. - Authorized Signature: Authorized Signature: , INC.) (Owner) (Owner) 3 Initialed by Owner: Contractor: Packet Pg. 190 Bid No. 3 3.5.a Date: June 12, 2020 Project: Mr. Willie Williams, Sr. P.M. Address: 1131-33 & 35 NW 3 rd Avenue Miami, FI. 33136 Project #: ACE-2020-010 ATT: Mr. Willie Williams Phone#: (305)934-0601 PROPOSAL/CONTRACT L.C. # CG-0058483 Email acecds@att.net ACE Construction & Design Services LLC. Is hereby submitting our Proposal to furnish all labor and material necessary- to refurbish the above reference properties for Mr. Willie Williams at the above reference project location, for the Sum Of: One Hundred Ninety Thousand Three Hundred One Dollars and 100/00 ($ 190,300.00) WORK INCLUDE: GENERAL CONDITIONS: • Permitting as Required. • Provide Protection for all existing structures from damages during the duration of construction. • Remove all debris daily and place into dumpster container as required to keep the job site clean. • Provide dumpster over the entire duration of the construction to haul away all debris and leave job site in a clean condition. ARCHITECTURAL: • Removal all existing windows and replace with New Impact Windows. Provide the required finishing around all windows after installation with stucco as required. Windows to be selected and approved by owner. • Removal of 5 doors, hardware, casings and replace with new. All hardware to be selected by owner. • Removal of all damage roofing system. Replace with new system. All materials to be selected by owner. MECHANICAL WORK: • Remove all existing A/C single wall units. Install new 2 A/C systems with compressor. New Fresh air equipment installed as per FBC code. ELECTRICAL WORK: • Provide A/C electrical connections as per FBC. Packet Pg. 191 3.5.a PLUMBING WORK: • Provide and install new NC drainage as per FBC. WORK NOT INCLUDED: • Work up -grade required by City of Miami Fire Department. • No interior work is included in this proposal. • No public work or related work included in this contract. • Main plumbing sewer connection to property and onsite drainage system work included in this contract. • Structure repair work included in this contract. • Landscape work / site work included in this contract. PAYMENT SCHEDULES: • Mobilization (20%) $ 38,060.00 • (Phase #1) At 25% $ 38,060.00 • (Phase #2) At 50% $ 38,060.00 • (Phase #3) At 75% $ 38,060.00 • (Phase #4) At 100% $ 38,060.00 • Total Contract Amount $ 190,300.00 ***Each Draw must be paid before we proceed with the next phase of work*** ALL EQUIPMENT AND LABOR ARE GUARANTEED TO BE AS SPECIFIED. ALL WORK TO BE COMPLETED IN A PROFESSIONAL MANNER IN ACCORDING TO LOCAL COUNTY CODES. IT IS UNDERSTOOD AND AGREED THAT THE PROVISIONS ON THE REVISER SIDE HEREOF ARE HEREBY INCORPORATED BY REFERENCE AND CONSTITUTE A PART OF THISREP CONTRACT. THE UNDERSIGNED ACCEPTS THE ABOVE JOB AT THE PRICE QUOTED AND AGREES TO PAY FOR SAID WORK PROMPTLY UPON COMPLETION OF SAME AS HEREIN SPECIFIED. IF ANY SUMS DUE ARE COLLECTED BY SUITE OR DEMAND OF AN ATTORNEY OR COLLECTION AGENCY THEN THE UNDERSIGNED AGREES TO PAY ALL COST OF SUCH CHARGES. INCLUDING REASONABLE ATTORNEY'S FEE FOR COLLECTION OF ABOVE PRICES, SPECIFICATIONS AND CONDITIONS ARE HEREBY ACCEPTED. THIS ROPOSAL MAY BE WITHDRAWN BY ACE CONSTRUCTION, & DESIGN SERVICES LLC. IF NOT ACCEPTED WIT IN THIRTY (3.) DAYS. AUTHORIZED ACCEPTANCE SIGNATURE SIGNAT CLIENT REPRESENTATIVE Sincerely, —Wee E. AC F Packet Pg. 192 3.5.a CONTRACT 1. Limited Warranties. All limited warranties under this contract as hereinafter set fort are contingent upon the owner paying all amounts due under this contract and furnishing contractor, at the above address, written notice of the defect or malfunction with the warranty period. Contractor's obligations under the following warranties are to either repair or replace, at their expense, within a reasonable time any defective goods covered thereby. 2. ACE Construction, & Design Services LLC. Guarantees that all materials furnished will be of standard quality, type and condition, and will be installed, built or applied where applicable in a good and workmanlike manner, said labor and material guaranteed against material defects for a period of ONE year(s) from date of Substantial Completion. The liability of ACE Construction, & Design Services LLC for defective materials, work or installation under this guaranty is limited to the replacement or correction of said defect. 3. Due to the nature of the work and use of hot asphalt, during the new installation of the new roofing system, owners must assume responsibility for removing vehicles, closing windows, closing or removing awnings and any other objects that tar may fall or drip on and cause damage to. If tar fall or drips on the paint or stucco, ACE Construction, Design Services LLC. Will do its best to remove the tar but owner will be responsible for any touch-up or (re)painting. 4. The owner agrees to afford ACE Construction, Design Services LLC. With water and electricity over the entire duration of the construction work. 5. We cannot assume responsibility for any damages done to the roof by plumbers, electricians, air conditioner men or any by other tradesman not directly employed by ACE Construction, Design Services LLC. 6. The prevailing party shall be entitled to recover all costs including reasonable attorney's fees in the event any dispute arises under this contract. This shall apply whether suite be instituted or not. All delinquent accounts shall bear interest at a rate of 18% per annum. 7. We do not guarantee our roofing against leakage due to fire, hail or tempest, hurricane, nor Acts of God, nor to punctures made by fastening or wire fixtures, nor the erection of any hatchway, penthouse, flagpole, pipe other structure, support of brace subsequent to the completion of our work not done under ACE Construction, Design Services LLC. 8. We do not guarantee against leaks caused by termite infestation. 9. In the event a lien is filed for non-payment the owner will be invoiced an additional $ 50.00 and $ 25.00 for the removal of same at the final payment of this contact. 10. We do not guarantee against improper building or floor deck construction not done under ACE Construction, & Design Services LLC. Contract. 11. ACE Construction, & Design Services LLC. Contract. Reserves the right to cancel the contract prior to commencement of work in event that conditions stipulated in said contract are not met by the Client / Owner. 12. Arbitration: The parties here by elect binding arbitration as their exclusive method of resolving controversies existing between them relating to this Contract. Arbitration proceedings shall be conducted in accordance with the rules of Arbitration which are incorporated by reference into this Contract. Binding Arbitration is recognized under florida law as a judicially enforceable means of dispute resolution. This release is given freely and voluntarily by the undersigned who are authorized representatives of the parties to this Contract. 13. ACE Construction, & Design Services LLC. will Not assume responsibility for personal items like furniture left on premises during the duration of the demolition and construction phase of the project. 14. The Owner to provide ACE Construction, & Design Services LLC. with a copy of the following document. 1. A property survey. 2. Existing construction documents. 15. After the owner sign the contract and pay the down payments in accordance with the Contract ACE Construction, & Design Service LLC. will proceed to pull the required permits on the said job. 16. ACE Construction, & Design Services LLC. anticipates a construction duration of Twelves (12) to Eighteen (18) months after all permits are pull and construction commence. Packet Pg. 193 3.5.a Proposal / Contract Continue Authorized Acceptance tq en I Signature: Signature N +r Res. Representative ACE Representative Sincerely, Submitted By: Iver E. Williams / President CC: ACE Files Date 06-12-20 This document / message is intended for use of the individual or entity to which it is addressed and may contain information that is privileged, confidential and exempt from disclosure. If the reader of this message is not the intended recipient, you are notified that any dissemination, distribution or copying of is stickily prohibited. If you receive this communication in error, please notify us immediately by telephone at (305)216-5092 and return the original to use by mail. Thank you. Proposal No. 2020-010 Packet Pg. 194 3.6 SEOPW Board of Commissioners Meeting November 16, 2020 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8196 and Members of the CRA Board From: Cornelius Shiver Executive Director Subject: Resolution authorizing a grant in an amount not to exceed $125,000, to Norwood Consulting, Inc. to u Enclosures: File # 8196 Back-up BACKGROUND: The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") authorizes the issuance of a grant, in an amount not to exceed $100,000, to Norwood Consulting, Inc. (doing business as "Hampton Art Lovers") to underwrite costs associated with producing cultural programming and art exhibitions at the Historic Ward Rooming House for 2020-2021. Since 2018 Hampton Art Lovers ("HAL") has been the proud operator of the Historic Ward Rooming House Gallery located in Overtown at 249 NW 9th Street, Miami, Florida 33136. HAL engages the community through the arts, by hosting a traditional gallery alongside community events. In addition, HAL presents a curated panoramic experience annually at the Historic Ward Rooming Housing for Soul Basel which is during the week of Miami's Art Basel. That particular experience is named "Point Comfort", after the place in Virginia where the first Africans came ashore in America. In 2019, Point Comfort showcased the works of contemporary and appreciated artists such as Ernie Barnes, Leroy Campbell, Basil Watson, BUCK!, Phil Shung, Gil Ashby, Krystal Hart, Joel Gresham and Musa Hixson. For programming during the 2020-2021 calendar year, HAL has the following exhibitions tentatively scheduled: "Purvis Comes Home: Manchild in the Promised Land", "Kenkeleba Collection and/or H. Clinton Taylor Collection" during the "Point Comfort Art Fair", "James C. McMillan: Looking Back Over My Shoulder", "Jacob Lawrence: Selections from Ebony Broadsides", and "Napoleon Jones -Henderson: An Artists Collection of his Peers." JUSTIFICATION: Section 2, Goal 5, at page 11 of the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan") lists the [p]romotion and marketing of the community" as a stated redevelopment goal. Packet Pg. 195 3.6 Section 2, Principles 6 and 14 at pages 15-16 of the Plan list the promotion of "local cultural events, institutions, and businesses," and "restor[ing] a sense of community and unify[ing] the area culturally" as stated redevelopment principles. FUNDING: $125,000.00 allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids" Account No. 10050.920101.883000.0000.00000. Page 2 of 6 Packet Pg. 196 3.6 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 16, 2020 CRA Section: Brief description of CRA Agenda Item: Authorizing a grant to Norwood Consulting, Inc. in an amount not to exceed $125,000, to underwrite costs associated with producing cultural programming at the Historic Ward Rooming House. Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10050.920101.883000.0000.00000 Amount: $1 2 5 , 0 0 0.0 0 NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Page 3 of 6 Packet Pg. 197 3.6 Approved by: iver, Executive Director 11/11/2020 Approval: L !) Miguel A VaIcrtiA F iriarice Officer 11/11/2020 Page 4 of 6 Packet Pg. 198 3.6 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 8196 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT, IN AN AMOUNT NOT TO EXCEED $125,000.00, TO NORWOOD CONSULTING, INC., TO UNDERWRITE COSTS ASSOCIATED WITH PRODUCING CULTURAL PROGRAMMING AND ART EXHIBITIONS AT THE HISTORIC WARD ROOMING HOUSE FOR 2020-2021; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; FUNDS TO BE ALLOCATED FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("SEOPW CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Section 2, Goal 5 on page 11 of the Plan lists the "[p]romotion and marketing of the community" as a stated redevelopment goal; and WHEREAS, Section 2, Principle 6 on page 15 of the Plan lists the promotion of "local cultural events, institutions, and businesses" as a stated redevelopment principle; and WHEREAS, Section 2, Principle 14 on page 16 of the Plan also lists "restor[ing] a sense of community and unify[ing] the area culturally" as a stated redevelopment principle; and WHEREAS, since 2018 Norwood Consulting, Inc. (doing business as "Hampton Art Lovers") has been the proud operator of the Historic Ward Rooming House Gallery located in Overtown at 249 NW 9th Street, Miami, Florida 33136; and WHEREAS, Hampton Art Lovers ("HAL") engages the community through the arts by hosting a traditional gallery alongside community events. In addition, HAL presents a curated panoramic experience annually at the Historic Ward Rooming Housing for Soul Basel during the week of Miami's Art Basel. That particular experience is named "Point Comfort", after the place in Virginia where the first Africans came ashore in America. In 2019, Point Comfort showcased the Page 5 of 6 Packet Pg. 199 3.6 works of contemporary and appreciated artists such as Ernie Barnes, Leroy Campbell, Basil Watson, BUCK!, Phil Shung, Gil Ashby, Krystal Hart, Joel Gresham and Musa Hixson; and WHEREAS, for programming during the 2020-2021 calendar year, HAL has the following exhibitions tentatively scheduled: "Purvis Comes Home: Manchild in the Promised Land", "Kenkeleba Collection and/or H. Clinton Taylor Collection" during the "Point Comfort Art Fair", "James C. McMillan: Looking Back Over My Shoulder", "Jacob Lawrence: Selections from Ebony Broadsides", and "Napoleon Jones -Henderson: An Artists Collection of his Peers"; and WHEREAS, the Board of Commissioners wish to authorize the issuance of a grant, in an amount not to exceed $125,000.00 to Norwood Consulting, Inc., to underwrite costs associated with producing cultural programming and art exhibitions at the Historic Ward Rooming House for 2020-2021; and WHEREAS, the Board of Commissioners finds that such a grant would further the aforementioned redevelopment goals and objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the issuance of a grant, in an amount not to exceed to $125,000.00, to Norwood Consulting, Inc., to underwrite costs associated with producing cultural programming and art exhibitions at the Historic Ward Rooming House for 2020-2021. Section 3. The Executive Director is authorized to execute all documents necessary for the purposes set forth above. Section 4. The Executive Director is authorized to disburse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation. Section 5. Funds are to be allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Chanel H. Jefferson, -.4.4tiff Counsel 11/11/2020 Page 6 of 6 Packet Pg. 200 3.6.a Hampton Art Lovers / Historic Ward Rooming House S.E. Overtown / Park West CRA Program Proposal and Proposed Budget 2020-21 HAMPTON ART LOVERS About Hampton Art Lovers (HAL) Hampton Art Lovers' mission is to accentuate the inspirational unifying and enriching aspects of African -American Fine Art in new and old settings. We are passionate supporters of Hampton University's long- standing commitment to African -American art, the Hampton University Museum Collection, and the International Review of African American (Published by the University since 1976). Hampton Art Lovers honors the heart and soul of African -American fine artists and make their work discoverable by anyone who loves art. Hampton Art Lovers believes that understanding culture increasingly vital in the modern world. We live in a knowledge economy where demonetization is rampant. It is a world in which technology can render previously expensive and/or inaccessible products and services much cheaper -or even free. Intense, experiential learning is the currency of the knowledge economy and lovers of art do this naturally. Hampton Art Lovers believe that through culture and education we can improve our communities and communities all over the world. Historic Ward Rooming House Gallery Since 2018, Hampton Art Lovers has been the proud operators of the Historic Ward Rooming House Gallery, owned by the S.E. Overtown / Park West CRA and the centerpiece of the Historic Overtown Culture Entertainment District Master Plan. Built in the era of Overtown's historic heyday, when it was known as "Colored Town," the Ward Rooming House stands as a tribute to the history of the oldest historic black community in the City of Miami. Its location on NW 9th Street integrated it into the epicenter of Overtown's social life and business district. As one of the few remaining buildings of its time, a seemingly ordinary rooming house becomes significant for the larger role it serves in preserving the history and architecture of Miami's black community. The future of the Ward Rooming House looks promising because it is included in current Overtown preservation efforts for community development and rehabilitation. HAL/CRA Partnership Our partnership began fully in November 2018, with our Elizabeth Catlett show at the Ward and the Ernie Barnes Show at the OPAC (Art Basel 2018). We then extended the partnership through Black History Month. Based on the successes that followed, we mutually decided that a year long partnership was sustainable. Today, we are thankful for your investment in HAL to provide culture and programming at the Ward Rooming House. Our capacity has grown and we've shown results, we used your dollars wisely. We have been covered numerous times by the Miami Herald, Miami Times and National Media. We've hosted national personalities like Author and Professor Michael Eric Dyson and the General President of Alpha Phi Alpha and Chairman of the the Council of Presidents of the National Pan -Hellenic Council, Dr. Everett Ward. Our exhibitions included the HAL curated show of the private art collection of Maya Angelou. Attachment: File # 8196 Back-up (8196 : Resolution authorizing a grant in an amount not to exceed $125,000, to Norwood Consulting, Inc. to u) Packet Pg. 201 3.6.a Our programming engages many facets of our community. We've created strategic partnerships with community based organizations and corporate partnerships showcasing the Ward Rooming House Gallery as place that all are welcome. Hampton Art Lovers engages the community through the arts, we are a traditional gallery but we also make the effort to develop shows purely for exhibition. We have a public and a private mission which makes our relationship with the CRA the quintessential public/private partnership. So many people have visited the gallery and by doing so are reintroduced to Overtown, and its resurgent development led by your agency. These partnerships helped to stretch your investments. We've produced six shows plus our Art Basel Fair (Point Comfort). Although our grant last year only required four shows, we wanted to do more and we did so within budget. Point Comfort Art Fair Hampton Art Lovers Present a curated panoramic experience at Miami Art Week/Art Basel/Soul Basel at the Historic Ward Rooming House in Overtown. The experience is named "Point Comfort", after the place in Virginia where the first Africans came ashore in America. Point Comfort showcased the works of contemporary and appreciated artists such as Ernie Barnes, Leroy Campbell, Basil Watson, BUCK!, Phil Shung, Gil Ashby, Krystal Hart, Joel Gresham and Musa Hixson. On display in the gallery and in a temperature -controlled tent attached to Historic Ward Rooming House. The Art Fair also hosted events, including our Indaba Artists Conversations, Music and Cultural Nightlife Events. Point Comfort was an enormous success, and community driven with free access to local residents. We partnered with Essence Magazine, Hennessy, Wilkie D. Ferguson Bar Association, Concerned African Women, Florida New Majority; just to name a few of our corporate and community partners. We are a proud partner of Soul Basel. Soul Basel was formed to ensure that Black Art and Culture has a place and a home in Miami during Art Basel/Miami Art Week. Soul Basel is centered in Overtown and sponsored and supported by Miami City Commission Chairman Keon Hardemon, the Southeast Overtown/Park West Community Redevelopment Agency (SEOPWCRA) and the Greater Miami Convention & Visitors Bureau (GMCVB) Art of Black Miami. We are gracious partners and we look forward to a new and exciting year! Media Highlights Basil Watson "Awakening" Show https://www. miamiartzine.com/Featu res. ph p?op=Gallery_15704588328658 Maya Angelou "Art of the Caged Bird Singing" Show https://www. caribbeannationalweekly.com/news/hampton-art-lovers-presents-the-art-of-a- caged-bird-singing/ Phil Shung "Code Noir" Show http://www. sflti mes.com/soflo-I ive/art-lovers-featu re-code-noi r-and-angelous-own Elizabeth Catlett "Hampton Arts Tradition" Show Attachment: File # 8196 Back-up (8196 : Resolution authorizing a grant in an amount not to exceed $125,000, to Norwood Consulting, Inc. to u) Packet Pg. 202 3.6.a https://www. miamiherald.com/opinion/op-ed/article226599304.html Point Comfort Art Fair https://www. miamiherald.com/entertainment/visual-arts/art-basel/article237800049. html Miami MoCAAD "Reconstructing Identity" Show https://www. miaminewtimes.com/arts/things-to-do-miami-mocaads-reconstructing-identity-at- wa rd- roo m i n g-house-through -j u n e-27-11195526 The Norwood Collection "Ebony Broadsides: Celebration of the Masters" Show https://www. miamitimesonline.com/I ifestyles/an-exhibit-in-overtown-explores-black-artists- contri butions-to-fine-art-posters/article_8efea4a0-5ba5-11 e9-9b5d-83874f638ec1.html Ernie Barnes "From Pads to Palette" Show (Superbowl Weekend) https://thewestsidegazette.com/ernie-barnes-from-pads-to-palette-art-of-a-former-nfl-player/ "Art of the Southern Vernacular" Show https://www.evensi.us/art-southern-vernacular-featuring-leroy-campbell-krystal-hart-historic- ward-roomi ng-house/377522411 "Purvis Young Comes Home: Manchild in the Premised Land" https://www.miamiherald.com/entertainment/visual-arts/article244107762.html Attachment: File # 8196 Back-up (8196 : Resolution authorizing a grant in an amount not to exceed $125,000, to Norwood Consulting, Inc. to u) Packet Pg. 203 3.6.a Hampton Art Lovers at the Historic Ward Rooming House One -Year Calendar of Exhibitions (Tentative) July - October July 3rd — Opening of "Purvis Comes Home: Manchild in the Promised Land" October 3' - Closing of "Purvis Comes Home: Manchild in the Promised Land" December (Soul Basel) December 2"d to December 6th - "Point Comfort Art Fair" featuring the Kenkeleba Collection and/or H. Clinton Taylor Collection at N.C. A&T February (Black History Month) April June July February 1st - Opening of "James C. McMillan: Looking Back Over My Shoulder" and Opening of "Jacob Lawrence: Selections from Ebony Broadsides" April 1st - Closing of "James C. McMillan: Looking Back Over My Shoulder" and Opening of "Jacob Lawrence: Selections from Ebony Broadsides" June 1st - Opening of "Napoleon Jones -Henderson: An Artists Collection of his Peers" Mid July - Overtown Music and Arts Festival All exhibition include youth tours, community events, artist workshops. 1 www.hamptonartlovers.com Attachment: File # 8196 Back-up (8196 : Resolution authorizing a grant in an amount not to exceed $125,000, to Norwood Consulting, Inc. to u) Packet Pg. 204 NORWOOD CONSULTING, INC. "Ebony Broadsides: Celebration of the Masters" Exhibitions Approved Budget 2019- 2020 Modification Request # 1 2019-2020 Proposed Budget 2020- 2021 Staff $20,800.00 $14,600.00 $20,000.00 Tent 7,000.00 12,000.00 10,000.00 Insurance 5,000.00 1,400.00 5,000.00 Shipping 8,400.00 8,000.00 8,000.00 Installation 2,000.00 3,000.00 3,000.00 Curation 2,000.00 2,000.00 20,000.00 Printing 6,000.00 4,000.00 4,000.00 Decor 4,000.00 3,000.00 3,000.00 Opening Ceremony 4,000.00 2,000.00 2,000.00 School/Student/Seniors Transportation 8,000.00 2,000.00 Marketing 8,000.00 18, 500.00 18,000.00 Production 20,000.00 6,000.00 19,000.00 Insurance Rider 2,000.00 Framing 4,000.00 22,000.00 5,000.00 Security 2,000.00 Storage 1,500.00 2,000.00 Closing & Cleaning 2,000.00 2,000.00 2,000.00 TOTAL 5103,200.00 $100,000.00 $125,000.00 3.6.a Attachment: File # 8196 Back-up (8196 : Resolution authorizing a grant in an amount not to exceed Packet Pg. 205 3.7 SEOPW Board of Commissioners Meeting November 16, 2020 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8197 and Members of the CRA Board From: Cornelius Shiver Executive Director Subject: Resolution authorizing a grant to Community Work Training Program, Inc., in an amount not to exceed Enclosures: File # 8197 Back-up BACKGROUND: The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") authorizes a grant to Community Work Training Program, Inc. ("CWTP"), in an amount not to exceed $150,000, to underwrite costs associated with the operation and management of the Overtown Employment Assistance Center ("Assistance Center"), located at the Overtown Business Resource Center, 1490 NW 3rd Avenue, Suite 106, Miami, FL 33136. Since 2010, CWTP has operated the Assistance Center which has worked directly with employers to identify their hiring needs and matched them with qualified candidates that have undergone the CWTP's job training program. Throughout the years, CWTP has fostered relationships with countless employers and has placed numerous job seekers. CWTP requests funding in the amount of $150,000 for costs associated with the operation and management of the Overtown Employment Assistance center, as it seeks to continue and expand its successful efforts in providing employment assistance to the residents of the Redevelopment Area. JUSTIFICATION: Section 2, Goals 4 and 6 at page 11 of the Southeast Overtown/Park West Community Redevelopment Plan ("Plan") lists the "creati[on of] jobs within the community" and "improving the quality of life for residents" as stated redevelopment goals. Section 2, Principle 6 at page 15 of the Plan lists the promotion of "local cultural events, institutions, and businesses" as a stated redevelopment principle. Packet Pg. 206 3.7 Section 2, Principle 6 at page 15 of the Plan provides that in order to "address and improve the neighborhood economy and expand economic opportunities of present and future residents and businesses[,] ... [it is necessary to] support and enhance existing businesses and ... attract new businesses that provide needed services and economic opportunities ...." FUNDING: $150,000.00 allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids" Account No. 10050.920101.883000.0000.00000. Page 2 of 5 Packet Pg. 207 3.7 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 16, 2020 CRA Section: Brief description of CRA Agenda Item: Authorizing a grant to Community Work Training Program, Inc, in an amount not to exceed $150,000.00 to underwrite costs associated with the operation and management of the Overtown Employment Assistance Center for 2020-2021. Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10050.920101.883000.0000.00000 Amount: $1 5 0 , 0 0 0.0 0 NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Approved by: s fiver, E cutive Director 11/11/2020 Approval: Miguel A Valontirr, Finance Off ce? .11/11/2020 Page 3 of 5 Packet Pg. 208 3.7 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 8197 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING A GRANT TO COMMUNITY WORK TRAINING PROGRAM, INC, IN AN AMOUNT NOT TO EXCEED $150,000.00, TO UNDERWRITE COSTS ASSOCIATED WITH THE OPERATION AND MANAGEMENT OF THE OVERTOWN EMPLOYMENT ASSISTANCE CENTER FOR 2020-2021; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; FUNDS TO BE ALLOCATED FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE N O.10050.920101.883000.0000.00000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Redevelopment Plan ("Plan"); and WHEREAS, Section 2, Goals 4 and 6 on page 11 of the Plan lists the "creati[on of] jobs within the community" and "improving the quality of life for residents" as stated redevelopment goals; and WHEREAS, Section 2, Principle 6 on page 15 of the Plan lists the promotion of "local cultural events, institutions, and businesses" as a stated redevelopment principle; and WHEREAS, Section 2, Principle 6 on page 15 of the Plan provides that in order to "address and improve the neighborhood economy and expand economic opportunities of present and future residents and businesses[,] ... [it is necessary to] support and enhance existing businesses and ... attract new businesses that provide needed services and economic opportunities ..."; and WHEREAS, since 2010, Community Work Training Program, Inc. ("CWTP") has operated the Overtown Employment Assistance Center ("Assistance Center"), a job training and placement program located at the Overtown Business Resource Center, 1490 NW 3rd Avenue, Suite 106, Miami, FL 33136; and WHEREAS, CWTP works directly with employers to identify their hiring needs and matched them with qualified candidates that have undergone the CWTP's job training program. Page 4 of 5 Packet Pg. 209 3.7 Over the years, CWTP has fostered relationships with countless employers and has placed numerous job seekers; and WHEREAS, CWTP requests funding in an amount not to exceed $150,000, for costs associated with the operation and management of the Assistance Center, as it seeks to continue and expand its successful efforts in providing employment assistance to the residents of the Redevelopment Area; and WHEREAS, the Board of Commissioners wish to authorize a grant to the Community Work Training Program, Inc., in an amount not to exceed $150,000, to underwrite costs associated with the operation and management of the Assistance Center; and WHEREAS, the Board of Commissioners finds that this Resolution would further the aforementioned redevelopment goals and objectives; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OR COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes a grant to Community Work Training Program, Inc., in an amount not to exceed $150,000.00, to underwrite costs associated with the operation and management of the Overtown Employment Assistance Center located at 1490 NW 3rd Avenue, Suite 106, Miami, FL 33136 for 2020-2021. Section 3. The Executive Director is authorized to execute all documents necessary for said purpose. Section 4. The Executive Director is authorized to disburse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation. Section 5. Funds to be allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Chanel H. Jeffer:o , :t=ff Counsel 11/11/2020 Page 5 of 5 Packet Pg. 210 Cornelius Shiver, Executive Director South East Overtown Park West Community Redevelopment Agency 819 NW 2nd Ave., 3rd Floor Miami, FL 33136 Re: 2020 CRA Overtown Employment Assistance Center Dear Mr. Cornelius Shiver: Please find attached for consideration Community Work Training Program, Inc. proposal to continue to manage the Overtown Employment Assistance Center. We are requesting Grant funds to continue and expand our successful efforts in providing employr assistance to the residents of the Overtown Community. Overtown Employment Assistance Center over the last 35 months has had over 3089 residents to visit our office seeking employ] assistance, During that same time period we have registered over 994 residents seeking employment and have referred over 988 residents to over 1323 various positions, which has yield 260 job placements. Community Work Training Program has also begun to track the income that the program participants are generating through being employed within the community on SEOPW CRA funded projects. For example St. John Apartments has had approximately 8 residents on average working on the site earning an average of approximately $15,000.00 per month in income, Lyric Plaza Apartments has had approximately 10 residents on average working on the site earning an average of approximately $25,000.001 month in income, Town Park South Project has had approximately 7 residents on average working on the site earning an averag approximately $12,000.00 per month in income, over the last 35 months we have tracked over 1.2 million dollars paid directh the residents We have placed on jobs throughout the community. Community Work Training Program goals at the Overtown Employment Assistance Center is to document that the SEOPW CRA delivering on the promise of responsible wage paying Jobs, social and economic support that assist the residents and create a pathw economic revitalization to the residents of Overtown. The 3 SEOPW CRA projects mentioned above has employed approximately 25 residents on average, earning approximately $52,000.00 per month in income to Overtown residents. The Employment Assistance Center thru the SEOPW CRA support is layi the foundation for families to build their future. Community Work Training Program, Inc. respectfully request the renewal of our grant in the amount of $150,000.00 to continue th work at hand in the Overtown Community. Sincerely Emanuel Washington 1490 NW 3 Avenue, Suite 106 Miami, Florida 33136 Phone: (855) 298-7462 Fax: (888) 689-4811 Email: cwtp@cwtpinc.com Website: www.communityworkprogram.com Pg. Packet Pg. 211 2017 July - 95 Visitors August - 118 Visitors September - 132 Visitors October - 190 Visitors November- 95 Visitors December- 52 Visitors 2017 Total 682 Visitors 2020 January - 78 Visitors February - 90 Visitors March - 71 Visitors April - 0 Visitors May - 17 Visitors June - 0 Visitors July - 0 Visitors August - 22 Visitors 2020 Total 278 Visitors 2017 July - 45 Registrations August - 33 Registrations September - 41 Registrations October - 39 Registrations November - 34 Registrations December - 10 Registrations 2017 TOTAL 202 Registrations 2020 January - 19 Registrations February - 19 Registrations March - 12 Registrations April - 1 Registration May - 1 Registration June - 0 Registration July - 3 Registration August -15 Registration 2020 TOTAL 70 Registrations Overtown Employment Assistance Center 2017-2020 Summary Report July 2017-August 2020 Total Visitations 3,111 2018 January 79 Visitors February - 88 Visitors March - 65 Visitors April - 154 Visitors May - 58 Visitors June - 103 Visitors July - 140 Visitors August - 128 Visitors September- 58 Visitors October - 82 Visitors November- 87 Visitors December- 51 Visitors 2018 TOTAL 1093 Visitors Total Registrations 1,012 2018 January - 23 Registrations February - 48 Registrations March - 27 Registrations April - 11 Registrations May - 19 Registrations June - 31 Registrations July - 45 Registrations August - 43 Registrations September - 19 Registrations October - 35 Registrations November - 31 Registrations December - 17 Registrations 2018 TOTAL 349 Registrations 2019 January - 104 Visitors February - 66 Visitors March - 71 Visitors April - 76 Visitors May - 97 Visitors June - 144 Visitors July - 109 Visitors August - 64 Visitors September - 69 Visitors October - 102 Visitors November- 78 Visitors December - 78 Visitors 2019 TOTAL 1,058 Visitors 2019 January - 67 Registrations February - 17 Registrations March - 25 Registrations April - 27 Registrations May - 35 Registrations June - 60 Registrations July - 38 Registrations August - 21 Registrations September - 17 Registrations October - 38 Registrations November - 20 Registrations December - 26 Registrations 2019 TOTAL 391 Registrat 1490 NW 3RDAvenue, Suite 106 Miami, Florida 33136 Phone: (855) 298-7462 Fax: (888) 689-4811 Email: cwtp@cwtpinc com Website: www.communityworkprogram.com Pg. Packet Pg. 212 2017 July - 26 Individuals to 32 Referrals August - 20 Individuals to 23 Referrals September- 34 Individuals to 38 Referrals October - 20 Individuals to 100 Referrals November - 47 Individuals to 63 Referrals December - 15 Individuals to 20 Referrals 2017 TOTAL 162 Individuals to 276 Referrals 2020 January - 22 Individuals to 28 Referrals February - 28 Individuals to 37 Referrals March - 20 Individuals to 27 Referrals April - 6 Individuals to 9 Referrals May - 16 Individuals to 16 Referrals June - 21 Individuals to 25 Referrals July - 10 Individuals to 12 Referrals August- 19 Individuals to 21 Referrals 2020 TOTAL 142 Individuals to 175 Referrals 2017 July - 10 Placements August - 9 Placements September- 17 Placements October - 22 Placements November - 7 Placements December - 0 Placements 2017 TOTAL 65 Placements 2020 January - 8 Placements February - 7 Placements March - 15 Placements April - 0 Placements May - 0 Placements June - 0 Placements July - 2 Placements August - 3 Placements 2020 TOTAL 35 Placements 2017 October - $59,877.93 November - $50,567.01 December - $45,069.36 TOTAL $155,514.30 Overtown Employment Assistance Center 2017-2020 Summary Report July 2017- August 2020 1,038 Individuals to 1,381 Total Referrals 2018 January - 30 Individuals to 48 Referrals February - 49 Individuals to 109 Referrals March - 23 Individuals to 27 Referrals April - 16 Individuals to 16 Referrals May - 25 Individuals to 32 Referrals June - 22 Individuals to 24 Referrals July - 34 Individuals to 39 Referrals August - 42 Individuals to 54 Referrals September- 15 Individuals to 17 Referrals October - 37 Individuals to 41 Referrals November- 27 Individuals to 29 Referrals December- 15 Individuals to 16 Referrals 2018 TOTAL 335 Individual to 452 Referrals 25.53% Referral to Placement Ratio Total Placements 265 2018 January - 5 Placements February - 3 Placements March - 5 Placements April - 3 Placements May - 7 Placements June - 5 Placements July - 23 Placements August - 16 Placements September- 5 Placements October- 7 Placements November- 1 Placements December- 6 Placements 2018 TOTAL 86 Placements Total Income Generated $1,195,914.25 2018 January- $42,132.68 February - $42,033.12 March - $56,644.18 April - $52,639.72 May - $55,908.24 June - $66,243.68 July- $80,214.00 August - $90,320.20 September - $79,141.42 October- $83,071.18 November - $59,512.68 December - $60,872.86 TOTAL $768,733.96 2019 January - 36 Individuals to 41 Referrals February - 25 Individuals to 32 Referrals March - 38 Individuals to 54 Referrals April - 32 Individuals to 38 Referrals May - 34 Individuals to 45 Referrals June - 60 Individuals to 66 Referrals July - 39 Individuals to 44 Referrals August - 37 Individuals to 48 Referrals September- 17 Individuals to 19 Referrals October- 37 Individuals to 40 Referrals November- 17 Individuals to 20 Referrals December- 27 Individuals to 31 Referrals 2019 TOTAL 399 Individual to 478 Referral 2019 January- 1 Placements February - 5 Placements March - 9 Placements April - 8 Placements May - 2 Placements June - 8 Placements July- 10 Placements August - 11 Placements September- 6 Placements October- 7 Placements November- 8 Placements December - 4 Placements 2019 TOTAL 79 Placements 2019 January- $59,012.00 February - $52,544.36 March - $48,901.86 April - $ 56,568.41 May - $54,639.36 TOTAL $271,665.99 Pg. Packet Pg. 213 2020 OVERTOWN EMPLOYMENT ASSISTANCE CENTER a m u x m 0 r 0 0 E mcac "History" E L Overtown is one of the oldest neighborhoods in the City of Miami. initially designated as a commui a for Blacks when Miami was incorporated in 1896. It was inhabited by people who worked on the 0) railroad and other early industrial and commercial ventures, and was a thriving center of commerce :I J culture for the Black community, particularly for music and entertainment in the 1940s and 1950s. Over the decades, the area declined economically due to migration of middle-class Blacks and the 9 construction of I-95 and I-395 that bisected the community. In recent years there have been efforts 1 preserve the historical churches and the Lyric Theatre and to revitalize the entire Overtown area. The City of Miami and Southeast Overtown Park West Community Redevelopment Agency in them o infinite wisdoms has not forgotten the promises that were made to the people of the Overtown community to restore the neighborhood. s The SEOPW CRA recognizes that structural revitalization of a community with new buildings, cn infrastructure and state of the arts facilities without economic revitalization of the existing business,' �, and employment opportunities for the residents, recognizes that it would be inconsistent with its go; :N to foster progress and growth that reflects the vision and priority of the community. The Overtown community has transformed over the past decade, it has become one of the fastest s growing and most desired place to live, work and play in South Florida, which makes Overtown a r . Lt of destination for many. '.4 0 On June of 2015, the City Council of the City of Miami Gardens, Florida issued an ordinance; w ordinance number 2015-06-341. This ordinance is known as the City of Miami Gardens Business ai Resident Economic Plan or CMG-BREP. This economic plan is designed to ensure that the resident and the businesses of Miami Gardens not only see and enjoy the structural revitalization of the 0.community, but this ordinance guarantees that they will take part in the economic revitalization and assured that the dollars that the City of Miami Gardens gets from its residents and the dollars that th 0?, get on behalf of its residents, will now find its way back into the homes of the residents they serve. The City of Miami Gardens Community Development Department has a motto that says, 0 "Connecting the pieces for a stronger community." This motto echoes the SEOPW CRA written poi p ,,s that will connect the Overtown community to its resources and make it stronger. i P€ E 4- Packet Pg. 214 "HISTORY Continue" u x 0 r 0 0 E E L The City of Miami Department of Community & Economic Development mission statement is to a o ;ts in creating a viable urban community for the neediest people in our City while reducing poverty, 0_ embracing diversity, assisting with economic development, and improving the overall quality of lif :_ LL In 2009 the City of Miami Planning Department updated the plan to further focus and defined the guiding principles to structurally and economically revitalize the Overtown Community. Within the plan, principle number 4 of 14 states "There must be variety in employment opportunitii 2 1 and an EMPLOYMENT CENTER should be located within the neighborhoods to accommodate 2 se who wish to live in proximity to their work and reduce dependence on the automobile and long commutes. In conclusion the general consensus in the community was that employment opportunities should b .o high priority and made available to the existing residents of the Overtown Community. 0 0 Overtown is faced with a unique situation when it comes to employment, not only are the residents faced with high unemployment and underemployment. Overtown has a recidivism problem, when I r hear the word RECIDIVISM we often think about the revolving doors of crime in our community. 0. whereby men, women and children are caught up in the cycle of the criminal justice system. They 2 commit crimes, go to jail and serve time in jail, get out of jail and sadly, but often find themselves m committing another crime and falling back into the cycle of RECIDIVISM. Well just like the RECIDIVISM of CRIME, the Overtown Community is faced with the 0 RECIDIVISM of UNEMPLOYMENT AND UNDEREMPLOYMENT, There is a vicious cycl, iat Overtown residents face, many residents are employed or underemployed and all of sudden they ju quit the job or maybe even get terminated or just laid off. In November 2004 the SEOPW CRA conducted the Dover Kohl study that outlined 14 guiding principles aimed to facilitate the redevelopment of the Overtown community. "PROBLEM" 1490 NW 3 RDAvenue, Suite 106 Miami, Florida 33136 Phone: (855) 298-7462 Fax: (888) 689-4811 Email: cwtp@cwtpinc coin Website: www.communityworkprogram.com PLa Packet Pg. 215 u x 0 r 0 0 E E There are many reasoning behind these dilemmas, the Community Work Training Program has o identified these causes and the residents that face these problems need to undergo an intense and hil r2 structured employment mentoring program. 'E The Community Work Training Program has created a highly effective comprehensive approach to 1- successfully deal with the problems. The Community Work Training Program is poised and dedicated to connect the pieces in the Overt) Community as it pertains to the complex employment issues the residents face. '; E E 0 U 0 r cn Community Work Training Program, Inc.(CWTPINC) unique approach in assisting local residents ._ overcoming the inconsistencies to maintaining steady employment and mentoring them to become s stable part of the local workforce over the past 35 months has been unprecedented. 0 Q. co CO cu rn co Pg "PROBLEM Continue" "SOLUTION" "Continuance and expansion of the Overtown Employment Assistance Center" CWTPINC Overtown Employment Assistance Center located at 1490 NW 3rd Ave Suite 106 Miai Florida 33136, over this same 35 months time period has had over 3089 visitor come to our office seeking employment assistance and job opportunities. CWTPINC Overtown Employment Assistance Center has registered over 994 residents seeking employment assistance. CWTPINC Overtown Employment Assistance Center has referred over 988 residents seeking job opportunities to over 1323 job opportunities. CWTPINC Overtown Employment Assistance Center has Placed over 260 residents seeking job opportunities. 1490 NW 3 RDAvenue, Suite 106 Miami, Florida 33136 Phone: (855) 298-7462 Fax: (888) 689-4811 Email: cwtp@cwtpinc.com Website: www.communityworkprogram.com 1 Packet Pg. 216 "SOLUTION Continue" CWTPINC has provided an Individual Employment Success Plan (1.E.S.P.) for each participant, use this tool to track and document the success of the individual we register and refer to jobs opportunities. CWTPINC are registering and enrolling residents into available training and apprenticeship opportunities. u x 0 r 0 0 E E c 0 a` LL r 0 CWTPINC are providing basic work tools and personal protection equipment for resident partici] E t that need hard hats, safety vest, safety glasses, gloves, hammers, screw drivers, work shirts to star o working initially. 0 2 cn cn s o. co CO cu co CWTPINC has established relationship with over 50 employers that has opened their Human Resource Departments and are posting all of their job opportunities with CWTPINC. CWTPINC has been tracking the income impact of the jobs that the resident participants have beE earning on CRA funded projects such as Lyric Plaza, Lyric Point, Island Living, Courtside Apartments, St. John Apartments, The World Center, Town Park South, Town Park North and T( Park Village has yielded more than $75,000.00 per month which equates to over $900.000.00 in annual income revenue to the Overtown residents. CWTPNC has been providing basic Financial Literacy to resident participants about budgeting ai developing a pathway to homeownership. CWTPINC has been providing resident participants with mentoring and conflict resolution skills assist them with the capacity to keep the job. 1490 NW 3 RDAvenue, Suite 106 Miami, Florida 33136 Phone: (855) 298-7462 Fax: (888) 689-4811 Email: cwtp@cwtpinc.com Website: www.communityworkprogram.com Pg. 1 Packet Pg. 217 2020 - 2021 �' OVERTOWN EMPLOYMENT ASSISTANCE CENTER LINE ITEMS PROGRAM OPERATION: PROGRAM COORDINATOR ASSISTANT PROGRAM COORDINATOR PROGRAM ADMINISTRATOR ADMINISTRATIVE ASSISTANT PROGRAM ADMINISTRATION PROGRAM / FICO-PR LIABILITY CENTER OPERATION: INSURANCE COMMUNICATION BUSINESS LICENSES FEES OFFICE FURNITURE AND FIXTURES PARTICIPANT SUPPLIES COMPUTER & SOFTWARE OFFICE SUPPLIES RENT TOTAL --------------- BUDGET $45,000.00 $30,000.00 $30,000.00 $30, 000.00 $10,000,00 $2,500,00 00,00 $00.00 $00.00 $00.00 $00.00 S00.00 $2,500.00 $150,000.00 1490 NW 3RDAvenue, Suite 106 Miami, Florida 33136 Phone: (855) 298-7462 Fax: (888) 689-4811 Email: cwtp@cwtpinc com Website: www.communityworkprogram.com 0 0 E k L a0 L a� F 1- 0 4 E 0 E U 0 r m L co c cn :L 0 s Sea 0 0 w d Ct n rn CO o. co CO n rn co co it c E Pg.. a Packet Pg. 218 3.8 SEOPW Board of Commissioners Meeting November 16, 2020 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8198 and Members of the CRA Board From: Cornelius Shiver Executive Director Subject: Resolution authorizing the issuance of a grant to Florida Film House, LLC, in an amount not to excee Enclosures: File # 8198 Back-up BACKGROUND: The attached Resolution of the Board of Commissioners of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") authorizes a grant, in an amount not to exceed $158,200.00, to the Florida Film House, LLC to underwrite costs associated with the operation of the 1st Take Youth Program for 2020-2021. The 1st Take Youth Program ("1st Take"), spearheaded by Florida Film House, LLC and its founder Marco Molinet, is designed to provide the underserved youth community in Overtown with an innovative opportunity to receive hands-on training in the filmmaking process through its year-round program. The program will take place Monday through Friday from 3:00p.m. to 7:00 p.m. in the Overtown community, including in the Redevelopment Area and the Dorsey Library. Designed to serve as an interactive central connection between arts, business, media and entertainment, students ages 14 to 18 will attend workshops in film, editing, cinematography and photography. Select students that qualify for on-the-job training will be able to compete for paid and unpaid internships in a variety of filmmaking fields. In addition, 1st Take is collaborating with Touching Miami with Love Ministries, Inc. to offer a daytime program (7:00 a.m. to 3:00 p.m.) to monitor and assist students in grades 6 through 12 with online learning whose parents need to work full-time. This program will provide parents in the community with access to an online learning assistance program when it would otherwise be out -of -reach, allowing parents to return to the workforce. 1st Take is also going to offer evening film workshops and vocational training workshops for adults in acting, writing, producing, directing, and cinematography. These workshops will be offered Monday through Friday from 7:00 p.m. to 9:00 p.m. JUSTIFICATION: Packet Pg. 219 3.8 Pursuant to Section 163.340(9) of the Florida Statutes "community redevelopment...means undertakings, activities, or projects...in a community redevelopment area for the elimination and prevention of the development or spread of slums and blight." Florida Statute 163.335(1) distinctly illustrates that "the prevention and elimination of slums and blight is a matter of state policy and state concern in order that the state and its counties and municipalities shall not continue to be endangered by areas which...promote juvenile delinquency..." Section 2, Principle 6 at page 15 of the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan") lists the promotion of "local cultural events, institutions, and businesses" and "restor[ing] a sense of community and unifying] the area culturally" as stated redevelopment principles; and Section 2, Principle 6 on page 15 of the Plan provides that in order for the Southeast Overtown/Park West Redevelopment area "to achieve its full potential it is necessary to address and improve the neighborhood economy and expand the economic opportunities of present and future residents and businesses [which] entails both the support and enhancement of existing businesses and local entrepreneurs and the attraction of new businesses that provide needed services and economic opportunities." Section 2, Goals 4 and 6 on page 11 of the Plan lists the "creati[on of] jobs within the community" and "improving quality of life for residents" as stated redevelopment goals. FUNDING: $158,200.00 allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account No. 10050.920101.883000.0000.00000. Page 2 of 7 Packet Pg. 220 3.8 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 16, 2020 CRA Section: Brief description of CRA Agenda Item: Authorizing a grant to Florida Film House, LLC in an amount not to exceed $158,200, to underwrite costs associated with the operation of the 1st Take Youth Film Program for 2020-2021 Project Number YES, there Account Code: (if applicable): are sufficient funds in Line Item: 10050.920101.883000.0000.00000 Amount: $1 5 8 , 2 0 0.0 0 NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Page 3 of 7 Packet Pg. 221 3.8 Approved by: iver, Executive Director 11/11/2020 Approval: L !) Miguel A VaIcrtiA F iriarice Officer 11/11/2020 Page 4 of 7 Packet Pg. 222 3.8 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 8198 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE OF A GRANT TO FLORIDA FILM HOUSE, LLC, IN AN AMOUNT NOT TO EXCEED $158,200.00 TO UNDERWRITE COSTS ASSOCIATED WITH THE OPERATION OF THE 1ST TAKE YOUTH PROGRAM FOR 2020-2021; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS, AT HIS DISCRETION, ON A REIMBURSEMENT BASIS OR DIRECTLY TO VENDORS, UPON PRESENTATION OF INVOICES AND SATISFACTORY DOCUMENTATION; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ALL DOCUMENTS NECESSARY FOR SAID PURPOSE; FUNDS TO BE ALLOCATED FROM SEOPW TAX INCREMENT FUND, ENTITLED "OTHER GRANTS AND AIDS," ACCOUNT CODE NO. 10050.920101.883000.0000.00000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Redevelopment Plan ("Plan"); and WHEREAS, pursuant to Section 163.340(9) of the Florida Statutes "community redevelopment...means undertakings, activities, or projects...in a community redevelopment area for the elimination and prevention of the development or spread of slums and blight"; and WHEREAS, Florida Statute 163.335(1) distinctly illustrates that "the prevention and elimination of slums and blight is a matter of state policy and state concern in order that the state and its counties and municipalities shall not continue to be endangered by areas which...promote juvenile delinquency..."; and WHEREAS, Section 2, Principle 6 on page 15 of the Plan provides that in order for the Southeast Overtown/Park West Redevelopment area "to achieve its full potential it is necessary to address and improve the neighborhood economy and expand the economic opportunities of present and future residents and businesses [which] entails both the support and enhancement of existing businesses and local entrepreneurs and the attraction of new businesses that provide needed services and economic opportunities"; and WHEREAS, Section 2, Goals 4 and 6 on page 11 of the Plan, lists the "creati[on of] jobs within the community" and "improving quality of life for residents" as stated redevelopment goals; and Page 5 of 7 Packet Pg. 223 3.8 WHEREAS, Section 2, Principle 6 at page 15 of the Plan lists the promotion of "local cultural events, institutions, and businesses" and "restor[ing] a sense of community and unify[ing] the area culturally" as stated redevelopment principles; and WHEREAS, the 1st Take Youth Program ("1st Take"), spearheaded by Florida Film House, LLC and its founder Marco Molinet, is designed to provide the underserved youth community in Overtown with an innovative opportunity to receive hands-on training in the filmmaking process through its year-round program. The program will take place Monday through Friday from 3:OOp.m. to 7:00 p.m. in the Overtown community, including in the Redevelopment Area and the Dorsey Library; and WHEREAS, 1st Take will serve as an interactive central connection between arts, business, media and entertainment in which students ages 14 to 18 will attend workshops in film, editing, cinematography and photography. Select students that qualify for on-the-job training will be able to compete for paid and unpaid internships in a variety of filmmaking fields; and WHEREAS, 1st Take is also collaborating with Touching Miami with Love Ministries, Inc. to offer a daytime program to monitor and assist students in grades 6 through 12 with online learning whose parents need to work full-time. This program will provide parents in the community with access to an online learning assistance program when it would otherwise be out -of -reach, allowing parents to return to the workforce; and WHEREAS, 1st Take is also going to offer evening film workshops and vocational training workshops for adults in acting, writing, producing, directing, and cinematography. These workshops will be offered Monday through Friday form 7:00 p.m. to 9:00 p.m.; and WHEREAS, the Board wishes to authorize the issuance a grant to Florida Film House, LLC, in an amount not to exceed $158,200.00, to underwrite costs associated with the operation of 1st Take for 2020-2021; and WHEREAS, the Board finds that authorization of this Resolution would further the aforementioned redevelopment goals and principles; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the issuance of a grant to Florida Film House, LLC in an amount not to exceed $158,200.00, to underwrite costs associated with the operation of the 1st Take Youth Program for 2020-2021. Section 3. The Executive Director is authorized to disburse funds, at his discretion, on a reimbursement basis or directly to vendors, upon presentation of invoices and satisfactory documentation. Section 4. The Executive Director is authorized to execute all documents necessary for said purpose. Page 6 of 7 Packet Pg. 224 3.8 Section 5. Funds are to be allocated from SEOPW Tax Increment Fund, entitled "Other Grants and Aids," Account Code No. 10050.920101.883000.0000.00000. Section 6. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Chanel H. Jeff rot ff Counsel 11/11/2020 Page 7 of 7 Packet Pg. 225 LF ida Film House presents - eat si Take Youth FiLm Program IN -, c4"41,,Kiunt .‘. , PUSMAIR120% IS01%,11 %MIER la EPs C100 4 I ca f Packet Pg. 226 Florida Film House presents: The ist Take Youth Film Program 1. Cover 2. Table of Contents 3. Mission 4. Project Description 5. Student Demographics 6. Hours of Operation 7. Use of Space 8. Budget g. After School & Holiday Programming 10. Online Schooling - Partnership with Touch of Miami with Love 11. Job Training 12. List of Staff 13. Contact Information 3.8.a Packet Pg. 227 Vac Mission Our mission is to enrich the young minds of our community by providing them with hands-on training that centers around the complete process of filmmaking. By targeting underserved local communities, we can give our youth an opportunity to tell their stories and show their talents. Our innovative program is set up to build skill sets that expand beyond the classroom and into the workforce. The skills, education, and guidance provided at 1st Take will prepare our youth to have the skills needed to be successful in life. We aim to develop relationships with local and state colleges to create scholarship programs that will provide our students with the workforce and knowledge in media art and the opportunity to continue their education to achieve a college degree in film and entertainment. The 1st Take Youth Film Program will serve as an interactive central connection between arts, business, media, and entertainment. Students will have the opportunity to attend workshops in film, editing, cinematography, and photography. Select Teens that qualify for on-the-job training can compete for paid and unpaid internships as well. All interns will be under the direction of Project Coordinator and the film professionals at Florida Film House(FFH). FFH has been helping the youth find their voice for five years. With the help of our supporters, we can continue to making a change in our future. ST TAKE YOUTH PROGRAM Attachment: File # 8198 Back-up (8198 : Resolution Packet Pg. 228 Project Description e 0 Education and College Readiness - The 1st Take Youth Film Program will be administered as an after -school program Monday - Friday, ages 14-18 from 3-7PM. 1st Take Youth Film Program will be dedicated to teaching the youth career and life skills through hands-on coaching that centers around the complete process of filmmaking. Students will also be raising money in escrow for content creation for college. Employment Growth, Job Training, Job Placement, and Vocational Training for adults and 2nd Chance opportunities- From the local community into the film business. According to the labor market statistics motion picture will have 11% more jobs in arts and film will increase by 9.5% between 2019-2026. 1st Take Workshops in acting, writing, producing, directing, producing and cinematography for adults evenings Monday - Friday from 7-9PM. Helping to create and support the film market and introduce the community to the film world. Arts and Entertainment for the community Through premieres in the community (Dorsey Library/Park) at least once per quarter. Open to invite the community to enjoy the space and premier exclusive content created by 1st Take Youth Film Program students, Urban Film Festival Winners and the best of local content. Also be able to highlight, promote and celebrate local film makers at these quarterly screenings at Dorsey Library/Park. o Entrepreneurship and Leadership Skills -Students will entrepreneurship, leadership and team skills to develop con They will learn to write, produce, schedule, budget, create, edit/finalize, market and sell their projects. These skills reso into any field of business. The money they raise from their content will go into escrow for college or to help them build own business. Economic Rejuvenation- Repurposing an inactive space and making it a Diverse Event Space for the community to u and enjoy, while promoting economic development. Space will be available for the community to enjoy as needed. History Preservation We will be able to archive, docum€ and showcase the history of Overtown and Miami. The students will be creating documentaries by researching and interviewing the elders within the community. The documentaries will be showcased quarterly at Dorsey Library/Park, entered into international film festivals, be available to be screened upon 1st Take Ye channel online and licensed to broadcast c 0 4- 0 N d c co on T co a 7 w tv m co ar, w d it 4- w E . c) co Q Packet Pg. 229 Neighborhoods Little Haiti 10.0% Allapathah 10.0% Liberty City 10.0% Overtown Household Income The median household income of our students is $21,811. Race Hispanic 30.O% 3.8.a Black 70.O% c 0 4- c 0 U) a) W co rn T co 0. 7 c.) co m co a) co a) it Attachmen Packet Pg. 230 3.8.a Hours of Operation Monday - Friday: 7AM - 3PM 7AM - 3PM - Online Schooling with Touch of Miami with Love 3 PM - 7 PM - 1st Take Youth Film Program 7 PM - 9 PM - Film Workshops & Vocational Training for Adults 9 PM -10 PM - Clean Up - Building closed to the public Quarterly on Fridays from 6 PM - 9 PM Screenings in the Park managed by the staff, students and community volunteers. Saturday & Sunday Special Events upon booking Spring Break: (Online) Monday, March 25th - Friday, March 29th, 2020 Summer Break: (Online) July 1st -August 5th, 2020 2020 School Year After School Program (Online) August 19th - June 3rd Location will be available for the community. Attachment: File # 8198 Back-up (8198 : Resolution 3.8.a Use of Space 1st Take Youth Film Program - After School Program (Online if Permitted in person) After School Program Florida Film House will provide workshops in acting, writing, directing, producing, and cinematography for the community throughout the year. Online Schooling - Partnership with Touching of Miami with Love - 6-12th graders will be doing online schooling with Teachers during the day, allowing their parents the opportunity to go back to work. Education and College Readiness- Space will primarily be used to facilitate the 1st Take Youth Film Program Monday through Friday from 3:00 PM -7:00 PM. (Online) Job Training, and Vocational Training for adults and 2nd Chance opportunities -The space will also serve as a hub for vocational training for adults to learn the ins and outs of film. Available: Mondays - Fridays from 7:OOPM - 9:00PM. Arts and Entertainment for the community- Once a quarter, the space will be open for the community to enjoy and watch exclusive content created by 1st Take Youth Film Program students. History Preservation- The students will be creating digital archives and documentaries by researching and interviewing the elders within the community. as m co o) ao d it aw E t c) co Q Packet Pg. 232 3.8.a BUDGET In -Kind Total Expense TOTAL EXPENSES "Grant Request" line items. Program Director $45,000 $45,000 Annual Salry - $45,000 lst Take Alumni/ Trainer/Receptionist/Maintenance Film Professor Trainers Master classes with Industry Experts 19,500 $100,000 70,000 $12,000 $19,500 $30,000 $12, 000 $15/Hour x 26 Hrs x 50 Weeks $19,500 Celebrity Guests Materials / Supplies $60,000 60,000 $5,000 $0 $5,000 Film Professionals teaching hands on with professional gear $1,000 per month for Industry Experts to teach Master Classes Celebrity Guests to inspire students Teaching Supplies, Hard Drives, Batteries, ETC.. Community Day Screenings $20,000 10,000 $10,000 ivarterly Celebration - Community Screening of the students film Marketing/Publicity/Advertising Printing & Copying $2,000 $500 $2,000 $500 Market Students Films for Festivals and Social Media Utilities Equipment Purchase Transportation for Students Variable Cost $25,000 Variable Cost $10,000 $7,200 $15, 000 $7,200 Electricity, Water, Sewer, Telephone, Garbage Lawn Care Cameras, Desktops, Printers, Security Cameras, Monitors, Furniture, Audio Gear, Lighting Packages (15) passenger van service for pick ups & drop offs Facility Participant Snacks/Meals Youth Internship Stipends 0 $3,000 $0 $3,000 After School Snacks Parks & Food Banks After School - $9/Hour x 8 Hours x (35) Interns x 36 Weeks ETC Cost $5,000 $5,000 Field Trips, Events, Equipment Repairs, Meals while filming Insurance Cost TOTAL EXPENSES $4,000 $308,200 $150,000 $4,000 $158,200 Attachment: File # 8198 Back-up (8198 : Resolution authorizing the issuance of a grant to Florida Film Packet Pg. 233 3.8.a ist Take Youth Film Programming After School, Spring and Summer Programs Filmmakers will activate the space/studio from 10:00 AM to 4:00 PM Monday through Friday. They will receive specialized training and perform work tasks under the direction of industry professionals in order to create products and services that benefit the community and local businesses. During the spring the students will create short films that tell the stories of their community. They will be screened at the Urban Film Festival, The American Black Film Festival, will be submitted for Sundance Film Festival & entered into other film festivals internationally. In the summer the students will create a feature film that will be entered into festivals, presented to major distribution companies and money made from sales will go into escrow to help pay for college, entrepreneurship of film company or for gear to get started in the business of film. PRODUCTION ROLL SCENE SHOT TAkP ''RECTOR CAMERAMAN Packet Pg. 234 3.8.a In -Person Services- School Hours 6-12t" Grade Youth's Times: 7:45arn — 5:45pm Staff Ratio: 1 Staff to 9 youth TML understands the demanding needs for a safe and supervised space. Many of our parents have communicated a need to return to work and stated they do not have adequate supervision for their youth. In addition, parents have recognized our program as a necessity and have been forefront with their abilities to assist their youth in academic success, Several parents have stated barriers such as lack of education and technology use. TML will provide in -person programming to support youth virtual schooling during school and after school hours, We will provide a supervised, conducive space for children to thrive during their virtual learning experi- ence. TML instructors will guide our youth throughout the entire school day. Our instructors will ensure students are logged on to class, assist with and ensure required assignments are complete and provide materials as need- ed. TML instructors will engage with MDCPS teachers as needed to provide any additional supports or services needed. After virtual schooling, our youth will participate in a variety of enrichment and outdoor activities infused with academic and social -emotional learning. These activities may include Photography, Video and Technology, Virtual Reality, STEAM, culinary arts, Music appreciation, non -contact sports, virtual Meld trips and experiences. Our staff will accommodate youth of all abilities through inclusion while recognizing the variations for Youth with Disabilities. Through adjust activities in each component/enrichment activity utilizing: wall charts, visual cues, ad- ditional time, audio books, larger print, immediate praise/rewards, and physical accommodations. Mrs, Trina Harris Vice President, Touching Miami With Love Ministries, Inc Attachment: File # 8198 Back-up (8198 : Resolution Packet Pg. 235 On the job training Select Teens that qualify for on-the-job training can compete for paid and unpaid internships. We will be training high wages jobs that are necessary in the industry, averaging from $51,761 -$84,205. All interns will be under the direction of Project Coordinator. Internship experiences will include: • Creating marketing campaigns for local businesses • Storyboarding and writing scripts for local, not for profits. • Filming EPKfor local businesses. • Data basing and Archiving footage of Miami • Electricians (Gaffer) • Camera Operator List of Staff: Project Coordinator & Professor -Will be responsible for keeping a collaborative strategy above organized and running smoothly. Working alongside the community to help enrich, give back and grow the five project description initiatives. (2) Film Professors - Industry professionals passionate about teaching and giving back. 1st Take Alumni/ Instructor - Student that has excelled and now is employed and sharing what he learned. Film Professionals, Community Subcontractors and volunteers- From the local film community will be coming in for workshops and hands on training. We will also be taking many field tips to their studios and live sets. Guidelines for COVID 19 protocol will be implemented, so we all can work safe and effectively. 0 4a. 6 0 OD a46` eano.k Thank vou. MARCO (MALL) MOLINET - Founder marcoftoridafilmollouse@gmail.com AIN (786) 217- 8869: 13 141R 3.8.a Packet Pg. 238 FFH Florida Film House Touching Miami with Love and Florida Film House understands the demanding needs for a safe and supervised space. Many of our parents have communicated a need to return to work and stated they do not have adequate supervision for their youth. In addition, parents have recognized our program as a necessity and have been forefront with their abilities to assist their youth in academic success. Several parents have stated barriers such as lack of education and technology use. In partnership, Touching Miami with Love and Florida Film House will provide in -person programming to support youth virtual schooling during school and after school hours. We will provide a supervised, conducive space for children to thrive during their virtual learning experience. Instructors will guide our youth throughout the entire school day. Our instructors will ensure students are logged on to class, assist with and ensure required assignments are complete and provide materials as needed. Instructors will engage with MDCPS teachers as needed to provide any additional supports or services needed. After virtual schooling, our youth will participate in a variety of enrichment and outdoor activities infused with academic and social -emotional learning. These activities may include Photography, Video and Technology, Virtual Reality, STEAM, culinary arts, Music appreciation, non -contact sports, virtual field trips and experiences. Our staff will accommodate youth of all abilities through inclusion while recognizing the variations for Youth with Disabilities. Through adjust activities in each component/enrichment activity utilizing: wall charts, visual cues, additional time, audio books, larger print, immediate praise/rewards, and physical accommodations. In -Person Services- School Hours Youth's Times: 7:45am - 5:45pm Staff Ratio: 1 Staff to 9 youth Trina Harris Vice President, Touching Miami With Love Ministries, Inc Marco Mall CEO, Florida Film House 3.9 SEOPW Board of Commissioners Meeting November 16, 2020 SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Board Chair Keon Hardemon Date: November 11, 2020 File: 8199 and Members of the CRA Board From: Cornelius Shiver Executive Director Subject: Resolution authorizing the execution of an amendment to the Amended and Restated Miami WorldCenter E Enclosures: File # 8199 Exhibit A BACKGROUND: The attached Resolution of the Board of Commissioners (the "Board") of the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") authorizes the Executive Director to execute an amendment to the Amended and Restated Miami WorldCenter Economic Incentive Agreement, incorporating the terms set forth in Exhibit "A", in the form acceptable to the Executive Director. On February 21, 2017, the Amended and Restated Miami World Center Economic Incentive Agreement (the "Agreement") was executed as previously authorized by the Board of Commissioners of the CRA. The Agreement provided for an incentive payment to the project developers equal to Fifty -Seven Percent (57%) of the tax increment revenues (excluding the land value) generated from the project, provided that certain conditions were met. An amendment to the Agreement incorporating the terms set forth in Exhibit "A" will modify certain conditions that the project developers have not yet met resulting in the project developers receiving the aforementioned incentive payment. As such, the CRA seeks authorization to enter into an amendment to the Agreement incorporating the terms set forth in the Exhibit "A". JUSTIFICATION: Section 2, Principle 6 on page 15 of the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan") further provides that in order to "address and improve the neighborhood economy and expand economic opportunities of present and future residents and businesses [,] [it] is necessary to support and enhance existing businesses and...attract new businesses that provide needed services and economic opportunities..." as a stated redevelopment principle. Section 2, Goal 4 and 6 on page 11 of the Plan lists the "creat[ion of] jobs within the community" and "improving quality of life for residents" as stated redevelopment goals. Packet Pg. 240 3.9 Section 2, Principle 4 on page 14 of the Plan provides that "employment opportunities be made available to existing residents..." as a stated redevelopment principle. FUNDING: The developer currently does not qualify for TIF under the Agreement as written because the requirement of a minimum of 200,000 square feet of retail space has not been satisfied. An amendment to the Agreement incorporating the terms set forth in Exhibit "A" will allow the developer to qualify for TIF funds equal to Fifty -Seven Percent (57%) of the tax increment revenues, estimated to be in the amount of $18,000,000 over a three-year period, which it would not otherwise qualify for and the CRA would be entitled to retain. Page 2 of 5 Packet Pg. 241 3.9 AGENDA ITEM FINANCIAL INFORMATION FORM SEOPW CRA CRA Board Meeting Date: November 16, 2020 CRA Section: Brief description of CRA Agenda Item: Project Number (if applicable): YES, there are sufficient funds in Line Item: Account Code: Amount: NO (Complete the following source of funds information): Amount budgeted in the line item: $ Balance in the line item: $ Amount needed in the line item: $ Sufficient funds will be transferred from the following line items: ACTION ACCOUNT NUMBER TOTAL Project No./Index/Minot Object From $ To $ From $ To $ Comments: Approved by: iver, E cutive Director 11/11/2020 Approval: Miguel A Valcntuj, Finance Officer '- - 11/11/2020 Page 3 of 5 Packet Pg. 242 Southeast Overtown/Park West Community Redevelopment Agency File Type: CRA Resolution Enactment Number: File Number: 8199 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE AN AMENDMENT TO THE AMENDED AND RESTATED MIAMI WORLDCENTER ECONOMIC INCENTIVE AGREEMENT, INCORPORATING THE TERMS SET FORTH ON EXHIBIT "A", IN THE FORM ACCEPTABLE TO THE EXECUTIVE DIRECTOR; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE ANY AND ALL DOCUMENTS REQUIRED TO CONSUMMATE THE TRANSACTION. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is a community redevelopment agency created pursuant to Chapter 163, Florida Statutes, and is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with the 2009 Southeast Overtown/Park West Community Redevelopment Plan ("Plan"); and WHEREAS, Section 2, Principle 6 on page 15 of the Plan further provides that in order to "address and improve the neighborhood economy and expand economic opportunities of present and future residents and businesses [,] [it] is necessary to] support and enhance existing businesses and...attract new businesses that provide needed services and economic opportunities..." as a stated redevelopment principle; and WHEREAS, Section 2, Goal 4 and 6 on page 11 of the Plan lists the "creat[ion of] jobs within the community" and "improving quality of life for residents" as stated redevelopment goals; and WHEREAS, Section 2, Principle 4 on page 14 of the Plan provides that "employment opportunities be made available to existing residents..." as a stated redevelopment principle; and WHEREAS, on February 21, 2017, the Amended and Restated Miami World Center Economic Incentive Agreement (the "Agreement") was executed as previously authorized by the CRA Board of Commissioners. The Agreement provided for an incentive payment to the project developers equal to Fifty -Seven Percent (57%) of the tax increment revenues (excluding the land value) generated from the project, provided that certain conditions were met. An amendment to the Agreement incorporating the terms set forth in Exhibit "A" will modify certain conditions that the project developers have not yet met, resulting in the project developers receiving the aforementioned incentive payment; and WHEREAS, the CRA seeks authorization to enter into an amendment to the Agreement incorporating the terms set forth in the Exhibit "A"; Page 4 of 5 Packet Pg. 243 NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1 The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. The Board of Commissioners hereby authorizes the Executive Director to execute an amendment to the Amended and Restated Miami WorldCenter Economic Incentive Agreement, incorporating the terms set forth in Exhibit "A", in the form acceptable to the Executive Director. Section 3. The Executive Director is authorized to execute any and all documents required to consummate the transaction. Section 4. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Chanel H. Jefferot ff CA ounsel 11/11/2020 Page 5 of 5 Packet Pg. 244 3.9.a The definition of "Phase 1" as set forth in Section 2.48 of the Agreement hereby is amended to add the following new sentence at the end of the Section: "Phase 1 Retail" means not less than Three Hundred Sixty Thousand (360,000) gross square feet of retail space within Tract A, and "Phase 1 Retail — Part A" means no less than Two Hundred Thousand (200,000) gross square feet of retail space forming part of the Phase I Retail. The definition of "Substantially Completed" or "Substantial Completion," or words of like import, as set forth in Section 2.72 of the Agreement hereby is amended to add the following new sentence at the end of the Section: "Notwithstanding the foregoing, Phase I Retail — Part A Substantial Completion shall be deemed to have occurred for all purposes of this Agreement if (i) not less than One Hundred Twenty Thousand (120,000) gross square feet of retail space forming part of Phase I Retail — Part A shall have been Substantially Completed by no later than June 1, 2020, and (ii) not less than One Hundred Sixty Thousand (160,000) gross square feet of retail space forming part of Phase I Retail — Part A shall have been Substantially Completed by no later than January 1, 2022, and (iii) not less than Two Hundred Thousand (200,000) gross square feet of retail space forming part of Phase I Retail — Part A shall have been Substantially Completed by no later than January 1, 2023." Consistent with the foregoing phased Substantial Completion of Phase I Retail — Part A, as conforming amendments, Sections 4.2, 4.2.1 and 4.2.2 of the Agreement hereby are amended in their entirety to read as follows: "4.2 Development Incentive. Subject to CRA Approval, City Approval and County Approval, and commencing after the Substantial Completion of Phase I Retail — Part A (being no less than One Hundred Twenty Thousand (120,000) gross square feet of retail space), on an annual basis in all cases, as an inducement to the development of the Project, the CRA agrees to pay to the Incentive Payment Administrator a percentage of Incremental TIF as follows:" "4.2.1 Payment of Incremental TIF. On an annual basis for each calendar year, commencing after the Base Year and after Substantial Completion of not less than One Hundred Twenty Thousand (120,000) gross square feet of retail space forming part of Phase I Retail — Part A and continuing throughout the Term of this Agreement, subject to reduction under Section 4.2.2 below, the CRA shall pay to Incentive Payment Administrator an incentive payment equal to Fifty -Seven Percent (57%) of the Incremental TIF (the "Incentive Payment"). All Incentive Payments shall be due and payable within thirty (30) days of the CRA's receipt of Incremental TIF. For the avoidance of any doubt, no Incentive Payment will be due for any period prior to the Substantial Completion of the One Hundred Twenty Thousand (120,000) gross square feet of retail space forming part of Phase I Retail — Part A. For the avoidance of any doubt, to the extent any Phase I Retail — Part A threshold set forth in Section 2.72 (as herein modified) is not satisfied as of any specified date, the Incentive Payment shall not be paid to the Incentive Payment Administrator for such year or for each applicable year thereafter_until such time as such retail development threshold for Phase I Retail — Part A is achieved." Attachment: File # 8199 Exhibit A (8199 : Resolution authorizing the execution of an amendment to the Amended and Restated Miami Packet Pg. 245 3.9.a "4.2.2.1 Phase I Retail — Part A: If Substantial Completion of not less than One Hundred Twenty Thousand (120,000) gross square feet of retail space forming part of Phase I Retail — Part A shall not have occurred prior to January 1, 2021, then the Incentive Payment based upon the Incremental TIF derived from such uncompleted portions of the Phase I Retail shall be reduced in accordance with the following schedule: (i) by ten percent (10%) for all or a portion of the Improvements totaling less than 120,000 gross square feet of retail space comprising part of Phase I Retail — Part A which have not achieved Substantial Completion as of January 1, 2021; (ii) by twenty percent (20%) for all or a portion of the Improvements totaling less than 160,000 gross square feet of retail space comprising part of Phase I Retail — Part A which have not achieved Substantial Completion as of January 1, 2022, but have achieved Substantial Completion as of January 1, 2023; and (iii) by thirty percent (30%) for all or a portion of the Improvements totaling less than 200,000 gross square feet of retail_ comprising part of the Phase I Retail — Part A which have not achieved Substantial Completion as of January 1, 2023, but shall have achieved Substantial Completion as of January 1, 2024. If Substantial Completion shall not have occurred with respect to all or any portion of the Improvements comprising part of Phase I Retail — Part A as of June 1, 2024, then the Incentive Payment based upon the Incremental TIF derived from all or a portion of the Improvements comprising the Phase I Retail — Part A shall automatically be divested and shall terminate and be of no further force and effect for all or such portions of Improvements comprising part of Phase I Retail — Part A which have not achieved Substantial Completion, and Incentive Payment Administrator shall not be entitled to any Incremental TIF with respect to any of the Improvements comprising part of the Phase I Retail — Part A which are not Substantially Completed by January 1, 2024." Attachment: File # 8199 Exhibit A (8199 : Resolution authorizing the execution of an amendment to the Amended and Restated Miami Packet Pg. 246