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Home My WebLink AboutCRA-R-20-0018 Exhibit AEIGHTH 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/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"); (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 ADSLLP-000824109 1 #78088414 v2 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 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 (agdefined in the-Biock-5-5 -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-O0082410.9 #78088414_v2 3 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 ifthe conditions set forth in Section 8(C) are satisfied and this Eighth Amendment 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-000g2410.9 4 #78088414 v2 12. CONFLICT. In the event of a conflict between the terms and provisions of this Eighth Amendment and the terms 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] ADSLLP-00082410.9 #78088414_v2 5 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 llity 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 6 #77906901 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 y TOWN / PARK WEST COMMUNITY ' E OPMENT AGENCY By: Cornelius S i ver, xecutive Director Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA ADSLLP-000S2410.9 478088414 v2 6 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 December 14, 2018. BLOCK 55 LENDER LLC By: Name: Ezra Katz Title: Manager 7 477906901_v2 EXHIBIT A Form of Residential Housing Restrictive Covenant ADSLLP-00082410.9 8 #78088414_v2 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 Horida (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 retaiWrestaurant/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. ADSLLP-00074207.20 "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. "QuaIified Project Period" means a period beginning on the first day 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. ADSLLP-00074207.20 2 #78009092 v2 "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 ADSLLP-00074207.20 3 #78009092 v2 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 . occupiedor 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 Miami 21. 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 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 aCertificate of Continuing Program Compliance in the form attached hereto as Exhibit "D", 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 normal 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 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 (lii) $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 Mlle -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 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 terms 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 AOSLLP-00074207,20 7 #78009092 v2 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 assuinpfioii"of"all ' of the"duties and ~obligations "of"Owner "under t is"Agreeniefit'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 ADSLLP-00074207.20 8 #78009492 v2 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 Thereafter executed" covering""or conveying .tl a 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. 1.5......_.._......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 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 faded 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 ADSLLP-00074207.20 #78009092 v2 10 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 OvertownlPark West Community Redevelopment Agency 819 NW 2nd Avenue, Third Floor Miami .FL 33136 Notices personally delivered or sent via overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. ADSLLP-00074207,20 11 #78009092_v2 22. Sevcrability. 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); whether the CRA-knows ofany event with -the giving -of notice -or passage -of tine; 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] AD5LLP-00074207.20 #78009092_v2 12 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 OVERTOWNIPARK 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 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 Cornelius Shiver, Executive Director of the Southeast Overtown/Park 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: ADSLLP-00074207.20 4780090922,2 14 STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me by means of 0 physical presence or 0 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: AIDSLLP-00074207.20 #78009092 V2 15 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 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. ADSLLP-0O074207.20 #75009092 v2 16 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 OvertownlPark 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. ansLLP-00074207.20 #78009092_v2 17 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: ADSLLP-O0074207,20 #78009092_v2 18 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: ADSLLP-00074207.20 #78009092,v2 19 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 2.0 20 #78009092_v2 EDIT C CERTIFICATION OF TENANT ELIGIBILITY UTILIZE THIS FORM OR TENANT INCOME CERTIFICATION FORM, UTILIZED BY FLORIDA HOUSING FINANCE CORPORATION 1 Apartments [Address] Unit # 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, reabbably acceptable the Southeast' Overtown/Park 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 front 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) 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 determine y HUD (applicable passbook savings rate o : $ . ** 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 Date (a) (b) (C) (d) (e) (1) ADSLLP-00074207.20 22 Housing Restrictive Covenant(78123590.2) (003) 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 terms not otherwise defined herein shall have the meanings ascribed to them in the Housing Restrictive Covenant Agreement. ADSLLP-00074207.20 Housing Restrictive Covenant(78123590.2) (003) 23 Number of 1- Bedroom Units Occupied by Low- [ncome 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: ADSLLP-00074207.20 24 Housing Restrictive Covenant(78123590.2) (003) ADSLLP-40074207,20 Housing Restrictive Covenant(78123590.2) (003) 25 EXHIBIT B Form of Block 55 Restrictive Covenant ADSLLP-000824109 9 #78088414_v2 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 OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). RECITALS A. The CRA is the owner of that certain real property located in the City of Miami more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Property"). B. Simultaneously with the execution of this Covenant, the CRA is conveying the Property -to-Developer -bject-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. ADSLLP-00077664.16 ADSLLP-00077664.14 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.nst tutionai-investors and shall --not be deeme4.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 arm's 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. AT]SLLP-00077664.16 #78118405_v2 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. ..._.._.._........._._.....2..1.3._.......``_Completion" shall._ have__the _x 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. 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 term 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. 2.2.1........"County" means Miami -Bade County;..a political subdivision of the...State of Florida. ADSLLP-OOO77664.16 3 #78118405_v2 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 term 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 term in the Recitals. 2.32 "Effective Date" means the date of execution and delivery of this Covenant by all parties hereto. 2.33 "Enforcement Action" shall have the meaning ascribed to such term in Section 14.7. 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 term 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 3-1, 2042. 2.38 "General Contractor" means the general contractor engaged by the Developer to construct the Project. AnSLLP-MOO77664. t 6 4 #78118405_v2 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..eosts.associated..with..the..operation..o£..theallocable_. ch ..... and/or payments to or for the benefit of the Children's Trust, (ili) 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 term 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 ADSLLP-00077664.16 5 #78118405_v2 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). Section 7.6. Section 3.1. 2.53 "Monetary Award" shall have the meaning ascribed to such term in 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 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" lhas the meaning ascribed to saidterm Th Section-31 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 Performance Bond" shall have the meaning ascribed to said term in Section 5.1.2. in Section 7.2. Section 7.5.1. 2.62 "Plans" shall have the meaning ascribed to such term in Section 3.2. 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 ADSLLP-90077664.16 6 #78118405_v2 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 rentalllease 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. 2.68 "Residential Units" shall have the meaning ascribed to said term in Section 3.1. 2.69 "Responsible Wage" has the meaning ascribed to such term in Section 7.4(i). 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). ADSLLP-00077664.16 7 #781184O5 v2 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. Section..4..1-. Section 4.1. 2.86 "Unavoidable Delay" shall have the meaning ascribed to said term in 2.87 "Vertical Construction" shall have the meaning ascribed to said term in 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 66' Street, (collectively, the "Retail Space") and a portion of which may consist of office 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 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"). A17SL.IT-00077664.16 8 #78118405 v2 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 wrtingand 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 ADSLLP-00077664.16 9 #78118405_v2 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 ADSLLP-00077664.16 10 #78118405_v2 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,........__-REOUfREMENTSPRIOR-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 form of the sub -guard policy, and the company providing the policy in the... sole and reasonable discretion of the Executive Director. ADSLLP-00077664.I6 #781184052v2 11 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 '763 Street between NW 2°d 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 agreements) 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 Miarni; 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; ADSLLP-00077664.16 #78118405_v2 12 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 g• 6. 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- subcontractorparticipationrequirementsand ..laborer participation 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; AnsLLP-00077564.16 478118405 v2 13 (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 and the County Targeted Areas. fifth, to County Residents of the County Targeted (f) sixth, to County Residents residing outside the City ADSLLP-00677664.16 #78118405_v2 14 (li) 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 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 aforementioned hiring requirements shall not relieve Developer from its obligation to comply with 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. 7.2.3 Construction Subcontractor Participation. (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 Subcontractors whose principal-place-o€business _is -located within -the -County - and the -total 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: (a) first, to Subcontractors, having their principal place of business located within the Redevelopment Area; (b) second, to Subcontractors, having their principal place of business located within the boundaries of Overtown, but outside the Redevelopment Area; (c) third, to Subcontractors, having their principal place of business located within the City Targeted Zip Codes, but outside the Redevelopment Area and Overtown; (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 place..of .business .located in the. County but.outside. the. City .and..the..C.ounty Targeted Areas. (i i) 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 ADSLLP-00077664.16 15 #78118405_v2 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)..publishedby-the..County, from time -Cc r time, during the- period otonstruction of the - Project. (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 form 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. A DSLLP-00077664.16 16 #78118405_v2 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 to-- compliance -with the staffing ..and -outer-requirements set.-forth-Section2-1-L-1•:6-vf 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 (I0) days after the issuance of the revised Schedule by the County. ADSLLP-00077664.16 #78118405_v2 17 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. Requirement. 7-:5:2. .Penalties. for.. Non -Compliance with Subcontractor. -.Participation 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 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 No/100 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 d"is xte" shaltb submitted to the .CRA-Board for resolution Yf 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 #78118405 v2 19 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 —1(3 mimum-Hourly-Construction tabor 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 #78118405 v2 20 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 .I2.cliars..($2.0.,QQ)..an..hoax._snd_.no._benefits..werr..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; ADS LLP-0O077664.16 21 #78118405_v2 (ii) Require the General Contractor to place a MI -page weekly advertisement in the Miami Times newspaper to inform 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 mmetreernettr o co taiction-oftlie-Rrojeotor(if withrnr-te (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-0007'7664.15 #78118405_v2 22 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: -.4:6, 7,4,4s._7r9, 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 duepursuant to Section 7.5.3, oroffset 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 ADSLLP-00077664.16 23 478I18405 v2 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 shale 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 will begenerated 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: ADSLLPMOO77664.16 24 #78I 18405_v2 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 Componenf(s)'thereof or to the CDD aTany time or from time IoMile 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 (ili) 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. 12.2.3 Reductions of Incentive Payments. If the entire Project is not Substantially Completed and on the Tax Rolls on or before January 1, 2024 as such date is extended as a result of Unavoidable Delays, the Incentive Payments shall be reduced by ten percent (10%) for or the Term of this Covenant. If the entire Project is not Substantially Completed and on the Tax Rolls by January 1, 2025 as such date is extended as a result of Unavoidable Delays, 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 result of Unavoidable Delays, the CRA shall not be obligated to make any Incentive Payments to the Developer. ADSLLP-40077664.16 #78118405 ❑2 25 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 tiakelneentive Payments from its 'general -revenues -or -any-other sourers..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. ADSLLP-00077664.16 26 #78118405_v2 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, many' of them or -any combination thereof; to an unrelated are 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 ADSLLP-00077664.16 #78118405_v2 27 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 diction"); itreach ease sha1 .notbe'deemed atransfer. 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 mating 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 of this Covenant, other 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. A7SLLP-00077664.16 #78118405Wv2 28 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 shalluse' commerciallyreasonable efforts -to procuretheeity-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 performance 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 patty'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, ADSLLP-00077664.16 #78118405 v2 29 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 "II", to be utilized by the City as either aNeighborhood 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 forth 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 retail/office 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 Ai75LLP-00077664.16 #78118405 v2 30 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 permitted to be given under this Covenant shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express), or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to the 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 #78118405_v2 31 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 appropiiate'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. ADSLLP-04077664.16 #781 I84a5_v2. 32 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) ADSLLP-00077664.16 #78118405_v2 33 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 Naxne: 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 ADSLLP-00077664.I 6 #78118405_v2 34 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 #78118405_v2 35 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. My commission expires: Notary Public Print Name: ADSL12-400776 4.16 #78118405_v2 36 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 #78118405_v2 37 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 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-00077664,16 #78118405 v2 „MUM, MC 0'14 SIWIELOWW EXHIBIT "B” Developer, Member and Holdings Organizational Chart pa 11014w iAWYtZ,: lac lAW1"1:1:14 411 31mL1Aw L.1.6+1XtiG 1aM:0Z ISSOCTAIT-s,M WVTSTh LLC; AXIDC1.x1"zsi:u; (tL) (F14 is 7dCiR7..,% i:.1+11SS urAg. a'tY.PXr ►Ic lii1l3AY1L 0.1.1 H77G9 itnil'eti Y: T'LrpHF: 511-2E1S4W ►LCDSIDr SBIfC .IDZ 3(55 MLA: U103,iii, MUM!. 100 % D1 Xt 1,11101Y, xx 71.,) MCA. .4.1,1Erst 7}ilI'!'77 HC.CtCA $tom 7w4'4i.L L {a) )iiGR: St; MAN MILA, U C 4FL) BLOCK 56(iS1'.Y>Z LLC M R SG 3LAXAGFY,1.LC (FL) ID➢SCA17a aTa MCA: W ATZ LDF Tar ALAN LMIN-APIA MIST rna:.t:.A34 ADSLLP-000776 4,16 #78118405_v2 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, 3 6 #78118405_v2 EXHIBIT "C-1" BLOCK 55 -SAWYERS LANDING DOCUMENT LIST DISOPI 1\P DRAWING NO. I DRAWING TITLE DATE ARCHITECTURAL Arquttectonlca Arquitectonica Alquitectonlca Arquitectonka Arqultectanka Arqutteclonka Arqudedonka Arquitedonica Arqullectonlca Arquitectonica Arquiitectonica Arqu0ectonlca Arqu8edonlca Arq u8ectonira Arq u8ectonlca Arq u1ectonlca Arq u8edan Ira Arq u6edon ica Arq uitedon Ica Arq u0edonlca G1.100 G1.101 61102 GL103 G1.104 A1.101 A1.102 A1.103 A1.104 A1.105 AL106 A1.107 A1.108 A1.141861 A1.109 A1.110 A1.111 A1.112 A1.113 A1.114 Arq ugedonica A1.115 Arqultectonica A1.116 .Argcdleeter ice •••-A}:243A Arqu9ectontca A12018 Are ultecto nice A1.201C Arqudectontca A1,2010 AnauIeclontca A1202A Arqu2ectonlca A1.2028 Arqufectunica A1.202C A qukectonica AI2020 Arqu8edonlca A1203A Arqultectonira A1.2038 Arqutectonica A1.203C Arq u8edenica A12030 Arq uIedenica A1204A Arq utectonica A1.2048 Arq u8edenice A1.204C Arq tiltecd(nica A1.2040 Arq URedonlca A1.205A Arq u8edonica A1.20511 Arq uitedonlca A1.205C Arq ultedonlca A1.205D Arqulectonlea A1.206A Arqultedonica A1.20613 Arq u2ectonica A1.206C Arq uIle ctonica A1.206D ArquBeclonica A1207A Arq ode ctonka A1.2078 Arq ull edonka A1.207C Arquilectonica A1207D Arquiledunka A1208A Arq ulectonka A1.2088 Arq uiledonka A1.208C Arq udedonica A1,2000 Arq ulectonka A1.204A Arqultectonka A1.2098 Arq uitectonka A1.209C Arqufectonka A1.2090 Arquttectonka A1.210A Arquitectonka A1.7_108 Arquitedonka A1.201C Argelteetonka ........._.. _...-.. A1.2100- Cover Sheet Sheet Index General Symbols & Legends Protect Data Site Plan Survey Level 1 Plan Level2 (P1) Plan Level 3 (P2) Plan Level4 (P3) Plan Level (P4) Plan Level6 Plan Leve17 Plan Level Plan Level 8 Mechanical Plan Level9 Phan Lave Is 10-11 Plan Level 12 Plan Level 13 Plan Levels 14 & 15 Plan Levels 16 & 19 Plan Levels 17 & 18 Plan Roof Level Plan tevel frrtlargedWan Level 1 Enlarged Plan I.euel 1 Enlarged Plan Level 1 Enlarged Plan Level 2 Enlarged Plan Leval 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 Levet 4 Enlarged Plan Level 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 5 Enlarged Plan Level 6 Enlarged Plan Level 6 Enlarged Plan Level 6 Enlarged Plan Level 7 Enlarged Plan Level 7 Enlarged Plan Level 7 Enlarged Plan Level 7 Enlarged Plan Level 8 Enlarged Plan Level 8 Enlarged Plan Level 8 Enlarged Plan Levet 8 Enlarged Plan Level 9 Enlarged Plan Level 9 Enlarged Plan Level 9Enlareed Plan Level Enlarged Plan 5/18/L020 Leve I i0 Enlarged Plan 5/18,12020 Levell0 Enlarged Plan 5/18/2020 Level10 Enlarged Plan 5/18/2020 ....Leve110•Eelarge9 Ptan.................... .................. 5/18/2020 • 5/29/2020 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 S/18/2020 5/18/2020 5/16/2020 5/18/2020 5/1812020 5/16/2020 5/18/2020 5/18/2020 _�...s/ts/aoa0 5/18/2020 5/16/2020 5/18/2020 5/18/2020 5/18/2010 5/18/2020 5/18/2020 5/111/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 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 5/18/2020 5/18/2020 5/18/2020 5/18/2020 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 ADSLLP-00077664.16 ADSLLP-00077664. #78118405_v2 Arquitectonica Arquitectonica Arquttectonka Arquitectonka . Arquitectonica Arqullectonka Arquitectonica Arquitectonica Arqullectonka ArgUtectonka Arqutectonka Arqullectonka Arqullectonke Arquitectonic Arqullectonka Arq uttectonlra Arqullectonka Arq uitectanica A1.300 Residential Key Plan Arqutectonlca A1.301 Unit Plans A series Arquttectonlc8 A1.302 Unit PlarrsA& S Series Ant uhect0nln A1.3 o3 Unit Plans B Series Arquitectonica A1.304 unit Alans0 & C Series Arquilectonica A2.101 Level 1ClIling Plan Arq Aeon] nIca A2.102 Level2 (P1) Plan A rq utecte nice A2.103 Level3 (P2) Plan Arq uited0nlca A2.104 Level 4 (P3) Plan Arq utectonlca A2.105 Level 5 (P4) Plan Arq uleetonica A2.106 Level 6 Ceiling Plan Arq uteclonlra A2.107 level 7 Plan Arqutedonica A2.108 Level8 Plan Arq utednnica A2.109 level 9 Ceiling Plan Arq udedanica A2.110 level 10 RCP Arqutectonlca A2.301 Unit Ceiling P la ns A Series Arquftedonira A2,302 Unit Celltng Plans & B Series Arquitedonica A2.303 Unit Ceiling Plans a series Arquitectonica A2.304 Unit Ceiling Plans B & C Series Arqutectonlca A3.101 North Elevation Arqullectnnica A3.102 south Elevation Arqulectonica A3.103 East Elevation Arq ullectonlca A3.104 West Elevation Arquteclanica A3.105 Courtyard North Elevation Arquilectonica A3106 Courtyard South Elevation Arq uleclonlca A3107 Courtyard West Elevation Arq ulit donica A3.108 Inter for Retail Elevations Arq ulle donlca A3,109 Club {louse Elevations Arquitectonica A4101 East-West Section Arq ull ectonics A4.102 East-West Section Xrrjuffecfardca"'---" A4.12"'" YJofttESn4thSecffon" Arquitertonica A4.104 North -South Section Aqutectonlca A4201 Wall Sections Arqullectonica A4202 Wall Sections Arquitectonica A4.203 Wag Sections Arq bile ctonka A4204 Wall Sections Arq ono ctonka A5.101 Transfer Stair Plans& Sed Ions Arquitectonica A5.102 Transfer Stair Plans & Sections Arqullectonka A5.103 Stair2 Plans & Section Arquttectonka A5.104 Stair 2 Section Arqullectonka AS.105 Transfer Stair Plans& Sections Arquitectonica A5.106 Transfer Stair Plaits & Sections Arqutectonka A5107 Stake Plans & Section Arquitectonica A5108 Transfer Stair Sedion Arquitectonica A5.109 stair 5 Plans & Section Arquitectonica A5110 Transfer Starr Sect inn Arquitectonica A5.111 Stair 6 Plans & Section Arquitectonica 45112 Transfer Sialr Section Arquitectonica AS.113 Stair 7 Plans &Section Arquitectonica AS.114 Stair 02 Section Arqutectonlca AS.115 Stair Plans AS.116 Stair Plans AS.117A Trash Chute Plans Section A5.1178 Trash Chute Plans Section A5.118 Freight Elevators Plans Section A5.119 Residential Elevators Plans Section A5.120 Residential Elevators Plans Section A5,121 Residential Elevators Plans Section A5.122 Retail Core Elevators Plans Section A5.123 Tenant A Elevators Plans Section A5.124 Tenant A Escalator Plans Secton A5.125 Retail Escalators Plans Secton A7.101 Detal6:P arttion Types A & B Series A7.102 Details: Partition Types A7.103 Details: Eire Stopping A7.104 Details: fire Slopping A7.105 Details: Fite Slapping A7.106 Details: Fire stopping 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 s/18/2az0 5/18/2azo 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/i8/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 S/19/2220 5/18/2020 S/18110 0 5/18,12oz0 5/18/2020 5/28/20z0 5/1g/z0zo 5/18/202o 5/18/2020 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 5/18/1020 5/18/2020 5/18/2020 5/18/2020 5/1812020 5/18/2020 5/18/2020 S/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 ADSLLP-00677664.16 #78118405 v2 ADSLLP-00077664. De Los Reyes Engineering, inc. 5-1.3A De Las Reyes Engineering, Inc. S•3.3.B De Los Reyes Engineering, inc. 5-13.0 De Los Reyes Engineering, Inc. 5-1.3A De Los Reyes Engineering, Inc. 5-1.4.A De Los Reyes Engineering, Inc. 514.E De ins Reyes Enginrn ring, inc. De Los Reyes Engineering, Inc. 51.4.0 De Los Reyes Engineering, Inc. S-1SA De Los Reyes Engineering, Inc. 51.5.8 De Los Reyes Engineering, Inc. 5-i.SC De Los Reyes Engineering, Inc. S-1S.D De Los Reyes Engineering, Inc. S-1.6A De Les Reyes Engineering, Inc. S-1.6.6 De los Reyes Engineering, Inc. 5-1.6.0 De Los Reyes Engineering, Inc. 5-1.6.0 De Los Reyes Engince ring, Inc. 5-L7A De Las Reyes Enginee ring,. Inc. 54.7.8 De Los Reyes Enginee ring, Inc. SL7.0 De ins Reyes E0glnee ring, inc. 5-1.7.0 De ins Reyes Engtnee ring, Inc. 51.8.1.A De Los Reyes Engineering, Inc. De Los Reyes Engineering, Enc. 5-1.8.1C De Los Reyes Engineering, Inc. 5.1.8.1.D De Los Reyes Engineering Inc. S-1.BA De Los Reyes Engineering. Inc. De L0S Reyes Engineering. Inc. S-1.8.0 De los Reyes Engineering Inc. 519.0 De Los Reyes Engineering Inc. S-19A De los Reyes Enghneering Inc. 5-1.9.R De Los Reyes Engineering, Inc. 51:J.0 De Ins Reyes Engineering, Inc. 5.19.0 De Los Reyes Engineering.lnc. De Los Reyes Engkne.e ring, Inc. De Los Reyes Engineering Inc. De Los Reyes Enginee r in& Inc. De Los Reyes Engineering, Inc. De Los Reyes Engineerltlg, inc. De Los Reyes Engineering Inc. De Los Reyes Engineering, Inc. Ile 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. Da Los Reyes Engineering, Inc. De Lan Reyes Engineering, Inc. De Les 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. 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S-1.10.AR 5-1.10A S 1.10.9 R 5-1.10.D 51.10.CR 51.10.0 5-1.11AR 5-1.11.A 51.11.BR 51.11.8 51.11.CR 51.11.0 5-1.12AR 51.12.A SL122R 51.12.8 S-1.12.CR 5-1.12.0 S-1.13 AR 5-1.13.A S-1.13.ER 5-1.13.8 5113.CR 5.1.13.0 5-1.14.AR 5-1.14A 51.14.BR S-1.14.B 5-1.51.CR 5.1.14.0 5-1.15-AR S-1.15.A 51.15.88 5-1.15.6 S1.1S.CR 5-1.15.0 Partial Parking 2 Floor FrarnIng Plan Partial Parking 2 Fbnr Framing P Ea n 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 Paridng3 Floor Framing Plan Partial Pal king 3 Floor Framing Plan Partial Parking Floor Framing Plan Partial Parking 4Fbor fearing Plan Partial Parking Floor Framing Plan Partial Parking floor Framing Plan Partial Retall 1A Floor Framing Plan Partial Retail 1A Floor Framing Plan Partial Retail 1A Floor Framing Plan Partial Retail 1A Floor Framing Plan Partial Retail 24 Floor Framing Plan Partial Retail 2A Floor F ranting Plan Partial Retail 2A Flom Framing Plan Pa rtiai Retail 2A Floor Framing Plan Partial Mechanical Floor Framing Plan Partial Mechanical Floor Framing Plan Partial Mechanical Floor Framing Pktn Partial Mechanical FlOor Framing Plan Partial Retell 3A Floor Framing Plan Partial Retail 3A Floor Framing Plan Partial Retail 3A Floor Framing Plan Partial Retail 3A Floor Framing Plan Partial Amenity Hoor Framing Partial Amenity Floor Framing Partial lath& 11th Level Reinforcing Plan Partial 1011i & Lith Level Framing Plan Partial loth& 11th Reinforcing Plan Partial 101h & 111h Level Framing Plan Partial 10tt1 & 11th Level Reinforcing Pbn Partial 10th & 111h Level Framing Plan Partial 121h Level Reinforcing Plan Partlal12th Level Framing Plan Partial12th Level RelnlurchrgPlan Partial 12th Level Framing Plan Partial12th Level RelnfnrcIns Plan Partial 12th Level Framhrg Plan Partial 13th Reinforcing Plan Partial 13th Level Framing Plan Partial 13th Reinforcing Plan Partial 131h Level Framing Plan Partial 13th Reinforcing Plan Partial lath I.eve I Frareing Ran Partial 14th & 151h Reinforcing Plan Partial 14th & 15th LevelFraming Plan Partial 14th & 151h Reinforcing Plan Partial 14th & 15th level Framing Plan Partial loth & 15th Reinforcing Plan Partial 14th & 15th Level Framing Plan Partial 16th Reinforcing Plan Partial 16th Level Framing Plan Partial 16th Reinforcing Plan Partial 16th Level Framing Plan Partial 16th Reinforcing Pfau Partial 16th Level Framing Plan Partial 17th & 18th Reinforcing Plan Partha 17th & 18111 Love I Framing Plan Partla117th & 18th Reinforcing Plan Partial 171h & 18th Level Framing P Ian Partial17th& 18th Reinforcing Plan Partial 17th & 18th Levet Framing Plan 3/10/2020 3/10/2020 3/10/2020 5/24/2019 3/10/2020 3/14/2020 3/10/2020 5/24/2019 3/10/2020 3/10/2020 3/10/2020 5/24/I019 3/102020 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/l0/2020 3/10/2020 3/10/2020 3/10/2020 3/10/2020 3/10/2020 5/24/2019 5/24/2019 Partial Amenity Floor Framing 5/24/2019 V'a'rT13TAfiiaHlli/ fl oTFYI3I1i i"............._._._._......-.---------•--3n8/21519....................._..._.._.._,. 5/24/1019 5/2412019 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 5/24/2019 5/24/2019 5/14/2019 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 5/24/2019 5/24/2019 5/24/2019 5/24/2019 ADSLLP-00077664.16 #78118405Tv2 ADSLLP-00077664. A rq uhertornira A7.1O7 Arq utectonica A7.108 Arq ullectuniw A7.109 Arquledonica A7.110 Arqultectonlca A7.111 Arq uilectunlca A7,112 Arquledonica A7.113 Arquledonica A7.114 Arq hied nnica A7.115 Arqudedonica A7.116 Arqultedonlca A7.117 Arquhectonica A8.101 Arquitectonica A8.102 fugle ctonica A8.103 Arquhectonica A8.104 Fug uhedonica A8.105 Ara udedonica A8.106 Arq a IN clnntea A8.107 Arq uledonica A8.108 Arq uil ectonlca A8.109 Argehectanlca A8.110 Arq uledonica A8.111 Arq uRe ctonka A8.112 Arq uIle ctonka A8.113 Arquiledonka A8.11A Arq ulectonka A8.11S Arq uIle ctonka A8.116 Arquhectonca 151.100 Arquitectonka LSL101 Arqulactonka LSL1O2 ArQurtec1onka-'E53:ti13" Argehe.ctonka LS1.1O4 Arquitectonka 1St-105 Arquhectonka LSL106 Arqultectonica L5L1O7 Arqultettonica 151.108 Arqultectonica 151.109 Arquledonica tS1.110 CNIL I DRAWING NO. I C5.0 CS-1 CS-2 C5-3 CS-4 Cs-5 CS-6 cs-7 CS-B CS-9 CS•10 CWS-1 cw5.2 CWS-IA CW5.3 CWS4 CWS-5 GRAFF GRAEF GRAEF GRAEF GRAEF GRAEF GRAEF GRAEF GRAEF GRAEF GRAFF GRAEF GRAEF GRAFF GRAEF GRAEF GRAFF Detalls Glning 5/18/z0z0 Details- DOOM 5/18/2020 Details: boots 5/18/I020 Details: Stairs& Railings 5/18/2020 Details: Roofing 5/18/2020 Details: Roofing 5/18/2020 Details: Rooting 5/18/2020 Details Miscellaneous 5/18/2020 Details: Expansion Joint Details 5/18/2020 petallc Accessibility 5/1B/2020 Details: Accessibility 5/19/2020 Schedule: Windows 5/10/2020 Schedule: Windows 5/18/2020 Schedule: Glazing 5/1R/2020 Schedule: Glazing 5/19/2020 Schedule: Glazing 5/18/2020 Schedule: Glazing 5/18/2020 Schedule: Glazing 5/18/2020 Schedule: Glazing 5/18/2D20 Schedule: Glazing 5/18/2020 Schedule: Glazing 5/18/2020 schedule: Glazing 5/18/2020 Schedule: G lazing Breezeway 5/18/2020 Schedule: Glazing Club House 5/18/2020 schedule: Door - Units 5/18/2020 Door Schedule Common Areas 5/18/2020 Schedule: Finishes 5/18/2020 Lite Safety Notes& Legend 5/18/2020 level 1 Life safety Plan 5/18/2020 level 2 Lie Safely Plan 5/18/2020 1Pyn13T1Fc S 1VPf011.5/1812020 level 4 tie Safety Plan level 5 Life Safety Plan level 5 lie Safety Plan level7 Life Safety Pan level U Lie Safety Plan Level 9 Life Safety Plan leuel l0/TYP.Tower Life Safety Plan DRAWINGTLTLE Cover Sheet Layout Pan Strjrng/Signage Pan Pauing-Grading•Draiuge Plan Site Details Site Details and Sectlnns Draitage Details Drainage Del ails Drainage Details Drainage Details Star mwaler Potlutlon Prevention Notes and Plan Water and Sealer Notes Water 304 Sewer Pan Water Detail and Profiles Sewer Profiles Wafer Turbo -Meter Delalls Water Details 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/18/2020 5/10/2020 5/19/2020 DATE 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 5/29/2620 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 1171E DATE De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc. De Las 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 Las Reyes Engineering, Inc. De Los Reyes Engineering, Inc. 5-1.0A S-1.08 5-1.1A 5-11.8 s-1.Lc 5-1.1.D S-LLE 5-1.2.A 5-1.2.8 1.1.2.0 5-1.2.D Structural Notes Structural Notes Parttalfoundatlon/G round Flom Pan PartialFoundation/G round Floor Pan Pa RlalFoundatlorJGround Floor Plan Partal1oundatlnn/Ground Floor Pan Partial Second Floor Ramp Framing Partial Parking 1 Fbor Framing Plan Partial Parldng 1 Fbor Framing Plan Partial Parldng 1 Fbor Framing Plan Partial Parking 1 Fbor 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 5/24/2U19 ADSLLP-00077664.16 #78118405_v2 ADS LIT De Los Reyes Engineering, Inc. 5-1.16AR De Los Reyes Engineering, Inc. 53.16.A De Los Reyes Engineering, Inc. 5-1.16.8R De Los Reyes Engineering, Inc. 5-1.16.e De Los Reyes Engineering, Inc. 51.16.CR De Los Reyes Engineering, Inc. 5-1.16.0 De Los Reyes Englnee ring, Inc. S-1.17.AR De Ica Reyes Engineering, Inc. 5.1.17.A De Los Reyes Engineerkrg, Inc. 5-1.17AR De Los Reyes Engineering, Inc. S-1.17.8 De ins Reyes Engineering, Inc. 5.1.17.CR De Los Reyes Engineering, Inc 5.1.17.0 De Los Reyes Engineering, Inc. S-1.18.A De Los Reyes Engineering, Inc. 5-1.11.8 De Los Reyes Engineering, Inc. 5-1,1B.0 De Los Reyes Engineering, Inc. $.1.19.A De los Reyes Engineering, inc. S-I.1 De Los Reyes Engineering, Inc. S-22 De Los Reyes Engineering, Inc. S-23 De Los Reyes Engineering, Inc. 5-2A De Los Reyes Engineering Inc. S-2.5 De Los Reyes Engineering, Inc. 53.IA De Las Reyes Engineering, Inc. S3.1 De Los Reyes Engineering Inc. S-32 De Lan Reyes Engineering, Inc. $33 De Los Reyes Engirneering, Inc. S34 De Los Reyes Engineering, Inc 5.3.5 De Los Reyes Engineering, Inc. 53.6 De Los Reyes Enginetfing, Inc S-3.7 De Los Reyes Engineering, Inc. S-3.8 Delos Reyes Engineering, Inc 5-3.T1 De Los Reyes Engineering, Inc. 53.10 De Los Reyes Engineering, Inc. S-4.1 De Los Reyes Engineering, Inc. 54.2 De Los Reyes Engineering, Inc. 54.3 De Los Reyes Engineering, Inc. 544 De Los Reyes Engineering Inc. S4.5 De Los Reyes Engineering Inc. 54.6 De Las Reyes Engineering, Inc. 55,1 De Los Reyes Engineering Inc. 5-52 De Los Reyes Englneering, Inc. $.5.3 De Los Reyes Engineering Inc. S-54 De Las Reyes Engineering, Inc. S-5.5 De los Reyes Engineering, Inc. S-5.6 De Los Reyes Engineering Inc. $5.7 De Las Reyes Engineering, Inc. S-5.8 De los Reyes Engineering Inc. S-5.9 De Los ReyesEnglneerfng, Inc. $5.10 De Los Reyes Engineering, Inc. 5-5.11 De Los Reyes Engineering, Inc. S-5.12 De los Reyes Engineering, Inc. $.5.13 De Los Reyes Engineering Inc. SS5.14 De Los Reyes Engineering, Inc. S-5.15 ❑e Los Reyes Engineering Inc. 5-5.16 De Los Reyes Engineering Inc. $5.17 De Los Reyes Engineering, Inc. 5-5.18 De Los Reyes Engineering, Inc. 5-5.19 De Los Reyes Engineering, Inc. S-6.1 De Los Reyes Engineering, Inc. 5b.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. S-6.6 De Los Reyes Engineering, Inc. 5.6.7 ❑e Los Reyes En alneefirrg, Inc. 5-6.8 De Los Reyes Engineering, Inc. 5.6.9 De Los Reyes Engineering, Inc. 5-6.10 De Los Reyes Engineering, Inc. 56.11 Partial 19th Reinforcing Plan 5/24/2019 Partial 19th Level Flaming Plan 5/24/2019 Partial 19th Reinforcing Plan 5/24/2019 Partta119th Level Framing Plan 5/24/2019 Partial 191h Reinforcing Plan 5/24/2019 Partial 19th Level Framing Plan 5/24/2019 Partial Roof Reinforcing Plan 5/24/2019 Partial Roof Framing Plan 5/24/2019 Partlai Rout Reinforcing Plan 5/24/2019 Partial Roof Framing Plan 5/24/2019 Partial Roof Reinforcing Plan 5/24/2019 Partial Roof Framing Plan 5/24/2019 Partial Intermediate Roof Framing Plan 3/24/2019 Partial intennediaie Ronf Framing Plan 5/24/2019 Partial Intermediate Roof Framing Plan 5/24/2019 Partial Upper Roof Flaming Plan 5/24/2019 Details 5/24/2019 Details 5/24/2019 Details 5/24/2019 Details 5/24/2019 Details 5/24/2019 Concrete Beam Schedule East 1nyfer 6/24/2019 Concrete Beam Schedule North Tower 5/30/2020 Concrete Beam scheduk North and East Tower 5AD/202o Concrete Beam Schedule North and East Tower 5/30/2020 Concrete Beam Schedule North and East Tower 3/10/2020 Concrete gears Schedule North and East Tower 5/30(2020 Concrete Beam Schedule North and Fast Tower 5/30/1020 Concrete Beam Schedule North and East Tower 5/30/2020 Concrete Beam Schedule NorlhTower 1/30/202.0 0ancr5fe Beam Sc'fie4uietasf1'awe'r'- ""-""------"-'"' Sp/1 MMi0' Concrete 8eam Schedlle Column Detail Column Detail Columnlchedule East Tower Column Scheduk East Tower Column and Footing Schedule Concrete Beam Detail . Pile & Cap Detail Shear Wall Detall East Shear Wall Delall East Shear Wa I112) East Shear Wall Reinforcing East Shear Wall N0.3 East Shear Wall No. 3 Reinforcing East Shear Wal No. 58. 6 Reinforcing COLS: E38, E82,1112 & E113 (East) Reinforcing Samar Wall Ma 1 North Shear Wall 2 & 3 North Shear Wall & 3 North Shear Wall No.4 North Shear Wall No.4 North Shear Wall No.4 & 5 North-SWN-S& SWE-4 shear Wall No.6 & 7 North Shear Wall No.8 North Shear Wail No.8 North Column Reinforcing Plan Shear Waif 2N Reinforcing Schedule Shear Wall Parking4. Retail1A Parking-1 shear Wall, Grd Floor SWN 4 Reinforcing Detall Parking2 to Parkig 3 Shear Wall -Pricing Shear Wall Retail IA to Retail 24 Shear Wall, Retail3A Shear Wall Amenities 9th Shear Wall 101h to Roof Shear Wall Reinforcing -for Grd Fir, Parking Ito Retail 3A, 4A Gild In gill Fir Amenities Floor Reinforcing Detall Shear Wall N-8 Reinforcing Detail Par k4 Shear Wall N-8 Retail 1A to Amenities Shear Wall N-8 Reinforcing OetaRs-Amenitles 9th Fir. 10th-leth Fir 3/10/2020 3/10/2020 3/10/2020 5/24/2019 5/24/2019 3/10/2020 3/10/2020 5/24/2019 5124/2019 5/24/2019 3/10/2020 3/10/2020 3/10/2020 5/24/2019 3/10/2020 5/24/2019 3/10/2020 3/10/2020 3/10/2020 3/10/2020 3/10/2020 3/10/7020 5/24/2019 3/10/2020 3/10/2020 3/L0/2020 3/10/2620 3/10r2920 3/10/2020 5/24/2019 5/24/2019 5/24/2019 3/10/2020 3/10/20211 3/10/2020 3/10/2020 3/10/2020 ADSLLP-00077664.16 #78118405 v2 A1DSLLP-00077664. De Los Reyes Engineering, Inc. De Los Reyes Engineering, Inc De Los Reyes Engineering, Inc. 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MECHANICAL JALRW JALRW JAJAW JALRW .IALRW JALRW .IALRW JALRW JALRW JALRW JALRW IALRW JALRW JALRW JALRW JALRW JALRW 1AU1W IALRW IAIRW IAIRW JALRW JAfAW IAUAW IALRW 5-7-9.5 5.7.10 5-8.1 5.8.2 5-8.3 54.4 5-8.5 5-8.6 58.7 5-8.8 54.9 S-8.10 DRAWING NO, 1 ETR-1 E1R-2 M001 M002 MIOIA MIOIO M1o1C M101D M102A M102B M102C MI02D M103A M 10311 M103C M1030 M104A M1048 M104C M104D M105A M1058 M105C M105D M106A Reinforcing Detans Cird Floor and Parking 3/10/2020 Shear Wall RehtnrcingRetail 14,2A, 3A, Amenities 3/10/2020 10lh to Roof FloorSWE-2 Reinforcing 3/10/2020 Retail IA, 2A, 3A Rehnf9rdng Detail 5124/2019 Grd Fir SWN-4, Prk-Ito Retail3A, Retail 4A Shear Reln/. 5/24/2019 Grd Fir SWN-4,Pk1-Rotall3A,4AAmenities toRoof Shear N-4 5/24/2019 Shear W all E-5 and E-6 Reinforcing Detail 3/10/2020 SWE-5 and SWE-6 Reinforcing Detail 5/24/2019 Shear Wall N-2 Reinforcing Detail 5/24/2019 Shear Wall N4 Reinforcing Detail 5/14/2019 Shear Wall NA Reinforcing Detail 5/24/2019 Shear Wall E-5, N6, N 7 Reinforcing Detail 5/24/2019 Shear Wall E-3 Reinforcing Detail 5/24/10L9 Shear Wall E-2 Reinforcing Detail sn4/2019 Sections 1-96rd Hr & Pile Caps 3/10/2020 Connection Details Concrete Reams 1-13 5/24/2019 Connection Details Concrete Beams 1-11 PCJ 5/24/2019 Connection Details Concrete Beams t-1.1 PC] 5/24/2019 connection OetaltS concrete Beams 1-14 PCJ 5/24/2019 Sections Parking Garage 5/24/2019 Sections 1 & 2 Edge Elevation Ramp 5/24/2019 PC] and CM u connection Details 5/24/2019 Connection Details at Ranee, and Garage 5/24/2019 Connection Details at Ramp and Garage 5/24/2079 Concrete Detail Amenily Deck Details 5/24/2019 Concrete Detail Amenity Deck Details 5/24/2019 Concrete De tall Amenity Deck Details 5/24/2019 Concrete Derail Amenity Deck Details 5/24/2019 Concrete Detail Amenity Deck Detailsw/Planter 5/24/2019 Concrete Detail Amenlly Deck Detailsw/Planter 5/24/2019 Concrete Detail AmeMy Deck Details 544/2019 Post Tension Concrete Tie -In Details 5/24/2019 North Bldg Elev, Windows and Doors Positive Pressures 5/24/2019 North Bldg Elev, Windows and Doors Negative Pressures 5/24/2019 West Elevations Windows and Doors Positive Pressures 5/24/2019 West Elevations Windows and Doors Negative Pressures 5/24/2019 East itevatlons Windows and Deers Positive Pressures 5/24/'1019 East Elevations Window sand Doors Negative Pressures 5/24/2019 South Bldg Elea, Windows and Doors Positive Prsures 5/24/2019 South Bldg Elev, Windows and Doors Negative Pressures 5%24/2019 Windows and Doors Positive Pressures. Roof Plan 5/24/2019 Windows and Doors Negative Pressures Roof Plan 5/24/2019 DRAWING TITLE DATE Load C a IculaHons Common Areas 5/29/2020 load Calculations Apartments 5/29/2020 HVAC General Notes, and legends 5/29/2020 IIVAC Spedfkattons 5/29/2020 HVAC Partial Plan•Ground Floor 5129/2020 HVAC Partial Plan -Ground Floor 5 /29/2020 HVAC Partial PtariGrounnd Floor 5/29/2020 HVAC Partial Plan -Ground Floor 5/29/2020 HVAC Partial Plan-Parldng Level 1(LeveI2) 5/29/2020 HVAC Partial Plan -Parking Level 1(Level2) 5/29/2020 HVAC Partial Plan -Parking level 1(Leve12) 5/29/2020 HVAC Partial Plan -Parking Level 1 5/29/2020 HVAC Partial Plan -Parking level 2 (Level 5/29/2020 EIVAC Partial Plan -Parking Level (Level 3) 5/29/2020 HVAC Partial Plat4ParkIng Level 2 (Level 3) 5/29/2020 HVAC Partial Pb n-Parking Level 2 (Level 3) 5/29/202n HVAC Partial Pon -Parking level 3 (Level 4) 5/29/2020 HVAC Padre' P1 n -Parkl ng Level 3 (Level 4) 5/29/2020 HVAC Partial Plan -Parking Level 3 (teve14) 5/29/7020 HVAC Partial Plan -Parking Level 3 (lever 4) 5/29/2020 HVAC Partial Plan -Parking Level 4 (Level 5) 5/29/2020 HVAC Partial Plan -Parking Level 4 (level 5) 5/29/2020 HVAC Partial Pta n-Parking Level 4 (Level 5) 5/29/2020 HVAC Partial Nan -Parking Lever 4 (level 5) 5/29/2020 HVAC Partial Plan -Retail level 1A (Level 6) 5/29/2020 ADSLLP-00077664.16 #78118405_v2 ADSLLP-00077664. JAIRW JALRW IALRW JALRW JALRW JALRW JALRW JALRW JALRW LAIRW IAIRW IA I.RW JALRW IAIRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW 1At11W JALRW JALRW JALRW JALRW JALRW JALRW MAW JALRW JALRW JALRW JALRW JALRW JALRW JALRW M106B HVAC Partial Plan -Retail Level SA (Level6) 5/29/2020 MIOSC HVAC Partlal Plan -Retail Leve11A (Level 6) 5/29/2020 M106D HVAC Partial Plan-Petail Level 1A(Level 6) 5/29/2020 M107A HVAC Partial Plan-0erail Level 2A (Level 7) 5/29/2020 M107B HVAC Partial Plan -Retail Levet 2A (Level 7) 5/29/2020 M107C HVAC Partial Plan -Retail Level2A (Level 7) 5/29/2020 M1070 HVAC PartfaI Plan -Retail LeVe12A (Level 7) 5/29/2020 M108A IiVAC Partlal Plan -Retail Leve13A (Level e) 5/29/202D M1 DOS HVAC Partial Pla n-Retell Level 3A (Level 8) 5/29/2020 M1DOC IWAC Partlal Plan-Retall level 3A (Level B) 5/29/2020 M 108 ❑ HVAC Partial Plan -Retail Level 3A (Level 8) 5/29/2020 M108MA HVAC PartfalPlan-Lave I8(Me Manic" l) 5/29/2020 M 108M8 IiVAC Partlal Plan -lest 18 (Mechanical) 5/29/2020 M108MC HVAC Partial Plan-Lrve 18 (Medunk.al) 5/29/2020 M108MD HVAC Partial Pia n-LcveI9 (Mechanical] 5/29/2020 M 109A HVAC Partlal PI an -Lave I9 5/29/2020 M1096 HVAC Partial PIan•Level9 5/29/2020 M109C HVAC Partial Pfan-level9 5/29/2020 MI09D HVAC Partial Plan•Level9 5/29/2020 WALK I -VAC Partial Plan -Typical leve1(10-19) 5/29/2020 M1106 HVAC Partial Plan -Typical Level (10.19) 5/29/2020 M110C HVAC Partial Plan -Typical Level (10-19) 5/29/2020 M111A HVAC Partial Plan -Root Level (20) 5/29/2020 M111B HVAC Partlal Plan -Roof Level (20) 5/29/2020 M1L1C HVAC Partial Plan -Roof Level (20) 5/29/2020 M401 HVAC Enlarged Unit Plans -A Sodas 5/29/2020 M402 HVAC Enlarged Unit Plans- 8 series 5/19/2020 M403 HVAC Enlarged unfit Plans - B Series 5/29/2020 M404 HVAC Enlarged Unit Plans 5/29/2020 M405 HVAC Enlarged Plans 5/29/2020 . .-...._. _..__............_.......................treACentarged 1t9oTPlan9 .._". ...`...9j2912D20 M407 HVAC Enlarged Plans - Elevator Rooms 5/29/2020 M501 M502 M503 M504 M601 M602 M603 M604 M701 M701 M901 M802 M901 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 5/29/2020 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 PLUMBING JALRW JALRW JAIRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW DRAWING NO. 1 DRAWING iliME P001 PIMA P101B P101C P101D P102A P1026 P102C P102D P103A P1038 P103C P1030 P10M P1048 P104C P1.0411 P105A P10511 P105C P1050 P106A Plumbing General Notes, Legend and Schedules Plumbing Partial Plan - Ground Floor Plumbing Partlal Plan -Ground Floor Plumbing Partlal Plan -Ground Floor Plumbing Partlal Plan - Ground Floor Plumbing Partial Plan - Parking Level l.. (level 2) Plumbing Partlal Plan- Parking Level (Level 2) Plumbing Partial Plan- Parldng Levels (Level 2) Plumbing Partial Plan- Parldng Leven (Level 2) Plumbing Partlal Plan - Parking Level 2 (Level 3) Plumbing Partial Plan - Parking Lave I2 (Level3) Plumbing Partial Plan - Parking Level 2 (Level 3) Plumbing Partlal Plan - Parking !eve 12 (Level 3) Plumbing Partial Plan- Parldng Leve13 (Level 4) Plumbing Partlal Plan • Parking level 3 (Level 4) Plumbing Partlal Plan - Parldng level 3 (Level 4) Plumbing Partlal Plan. Parldng Level (Level 4) Plumbing Partial Plan - Parldng level (Level 5) Plumbing Partial Plan - Parking Level (Level 5) Plumbing Partial Plan - Parking Level 4 (Level 5) Plumbing Partlal Plan • Parking Level4 (Level 5) Plumbing Partial Plan - Retail Level 1A (Level 6) DATE 5/29/2020 5/29/2020 5/29/2020 5/29/2020 S/29/2020 5/29/2020 5/29/2020 S/29/2020 5/7_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 5/29/2020 5/29/2020 5/29/2020 5/29/2020 ADSLLP-00077664.16 #78118405 v2 ADSLLP-00077664. Plumbing Partial Plan - Retail Level IA (Level O 5/29/2020 Plumbing Partial Plan- Retail Level 1A (Level8 5/29/2020 Plumbing Partial Plan - Rel a II Level IA (Level 6 5/29/2020 Plumbing Partial Plan- Retail Level 2A (Level 7 5/29/2020 Plumbing Partial Plan. Retail Level 2A (Level 7 5/29/2020 Plumbing Partial Plan- Retail Level 2A (Level 7 5/29/2020 Plumbing Partial Plan - Retail Level 2A (Level 7) 5/29/2020 Plumbing ParttaI Plan - Retail Level 3A (Level 0) 5/29/2020 Plumbing Partial Plan - Retail Level 3A (Level 8) 5/29/2020 Plumbing Partla I Plan - Retail Level 3A (Level 8) 5/29/2020 Plumbing Partial Plan- Retall Level 3A (Level 8) 5/29/2020 Plumbing Partial Plan - Level 8 [Mechanical) 5/29/2020 Plumbing Partial Plan • Level 8 (Mechanical) 5/29/2020 Plumbing Partial Plan- Level 8 (Mechanical) 5/29/2020 Plumbing Partial Plan • Level8 (Mechanka I) 5/29/2020 Plumbing Partial Plan - Level 9 5/29/2020 Plumbing Partial Plan - Level 9 5/29/202D Plumbing Partial Plan - Level 9 5/29/2020 Plumbing Partial Plan • level9 5/29/2020 Plumbing Pal tlal Plan -Typical level [10-19) 5/29/2020 Plumbing Partial Plan- lypk al Level (10-19) 5/29/2020 Plum bingPartial Plan -Typical Level (10-19) 5/29/2020 Plumbing Partial Plan- Roof Level (Level 2a) 5/29/2020 Plumbing Partial Plan - Roof Level (Level 20) 5/29/2020 Plumbing Partial Phan - Roof Level (Level 20) 5/29/2020 Plumbing Enlarged Unit Plans - ASe ries 5/29/2020 Plumbing Enkrged Unil Plans El Series 5/29/2020 Plumbing Enlarged Una Plans- Amenities Level 5/29/202D Plumbing Details 5/29/2020 Plumbing Details 5/29/2020 PlumbingDelllfs 3/29/2020 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 5/24/2020 5/29/2020 FIREPROTECTION I DRAWING NO. I DRAWINGT1TLE I DATE JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW IALRW JALRW JALRW JALRW IALRW IALRW JA1RW MIRY/ JAIRW JALRW JAIRW JAIRW JAIRW JAIRW JALRW JALRW JALRW 1A1RW IALRW IALRW IALRW IALRW JALRW JALRW JA LR'N 1A LAW IALRW IALRW IA IRW IALRUr lA LR W JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JAIRW JALRW JALRW JALRW JALRW IALRW JALRW IALRW JALRW P106B P106C P106D P107A P107B P10•/c P1070 PIMA P108B P108C P1.080 P108MA P108MB P108MC P108MD P109A P1098 P109c P109D P110A P1108 P11DC P111A P1118 P111c P401 P402 P403 P501. P502 11503 P901 P402 P903 P904 P905 P906 P907 P90B P909 P910 P911 FP001 FP101 FP102 FP103 FP104 FP105 FP106 FP107 FP108 TPIOBMA FP108MB FPL08 MC FP108MD FP109 FPL10 FP111 FP401 FP402 FP501 Plumbing he metrics Plumbing Isometrics Plumbing Isometrics Plumbing Isometrics Plumbing bumbles Plumbing Isometrics Plumbing Isometrics Plumbing Isometrics Plumbing Isometrics Plumbing !sundries Plumbing lsometrics Fire Protection General Notes, Legend and Details Fire Protection Floor Plan- Ground Floor Fire Protection Floor Plan- Parking Leve I (Level 2) Fire Pr otec ton Flour Plan- Parking Level?. (Level 3) Fire Protection Floor Plan- Parking Leve I (Level 4] Fire Protection Floor Plan- Parking Leve l4 (Level 5) Fire Protection Floor Plan- Retail level IA (Level 6: Fire Protection Floor Plan- Retail level 2A (Level 7; Fire Protection Floor Plan- Retail Level 3A(Level O; Fire Protection Floor Plan- leval0(Meciranical) Fire Protection Floor Plan- Level B (Mechanical) Fire Protection Floor Plan - Level 8 (Mechanical) Fire Protection Floor Plan - Level 8 (Mechanical) Fire Protection Floor Plan - Level 9 Fire Protection Floor Plan -Typical Level (10-19) Are Protection Roof Plan Level (20) Fire Protection Enlarged Unit Plans -A Series Fire Protection Enlarged Unit Plans-B Series Fire Protection Details 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2.020 s/29/2ozo 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 ELECTRICAL DRAWING NO. DRAWING MILE DATE JALRW JALRW JALRW JALRW JALRW ID o1 m 02 000 EIOIA El01la Eloorfk..5 General Note: 0ectricA Lagend aid Schedtde Bearicd Site Non Power Partial Ranliotmd Floor Power Partial Plan-Grwnd Flow 5/29/2D20 5/29/202D 5/29/2020 5/29/2020 5/29/2020 ADSLLP-00077664,16 ADSLLP-00077664, #78118405 v2 JALRW JALRW JALRW JALRW JALRW JAIILW JALRW JALRW JALRW JALRW JALRW JALRW IAIRW JALRW 1M AW JALRW LAIR W IAIRW JMIRW IALRW JALRW MAW IALRW IAIRW JALRW JALRW JALRW 4A(RW JALRW IALRW IAIRW IALRW YA)RW IAIRW IALRW JAIJLW JALRW JALRW JALRW JALRW JALRW IAIRW JAIRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW IALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW JALRW EL01c 61010 E102A E1028 E1 D2C E1020 E103.4 E1038 FJoac EID3D E104A R046 ElL14C F.1040 E1054 E1058 E103C E1050 E106A f1069 1306C F106D E107A F.1078 El OTC 0070 E2084 41088 E108C E20817 Ei 630 EIOAY78 nlzelatc E108MD F300A E3.1098 F109C E1090 31104 E1108 E11ac 6111A E1118 6111c E301 E302 E303 E304 5401 6402 E4013 9904 E405 E406 E407 E408 E501 F5D2 ES3315021 E6121 E60I E603 E604 EBD5 F306 E0D7 F608 E609 Power Partial Flan- Ground Floor Parer Partial Ran-Grorrtd P1mr Electrfcal Partial Ran-Parl4ng Level 1(level 2) Electrical Partial PlmPaldng Level 1(Level 2) Elm -Waal Partial Ma -Perking Level 1 (level 7-) Electrical Padee Pla-Paang Level 1(Level 2) Electrical Partial Plan•Ptrldng Leval 2{Level 3) Electrical Prrtld Elan -Paling Level 211eve1 3) Electrical Prhal Plrn-Pa-2ng LmbI 7 I�vel 3) Electrical Partial Ran -Paling Level (Level 3) Elec0i1d Pa -dal Ran -Palling Level 3'Level 4) Flamini Padd Ran -Parking Level a !level A) Electrical Pr64 Pen -Po -king Level 3 (Level 4) Padded PaYrai Man-Pa•Flrg Level (laud 4) R ectricd Pe -id Rem Parking Level 4Douai 5) Oecficee Per lid Pen -Parking Level (level 5) Eleodcd Pedal Ran-wking Lapel Reuel 5) Decried Polled Fla, Ftridne Level (Level 5) Electrical Pardee Men -Retail Laval 1A(Lcvcl61 Electrical Pardee Elan -Petal Level IAMae! 61 Elected Peelle Ran -Retell Level lA Revel 6) Electrical Partial Plon•Rete1 Level IA(InV8 6) Electrical 101rtid Nan -Retail Level 2A(Loo 1 7) Etec6Jcel Partial Men -Retail Level 2A1levd 7) Electrical Partial f'en•Rcteil Level 2A(Lord 7) Electrical Partial Men-Retal Ieve12A(Levd 7) Electrical Partial Ran -Reid! level 3A(Level 81 Electrical Pardee Men -Reid! level 34(Leve18) Electrical Partial Plan -Retail Level 3A(Leve181 F.lectdcel Partial Plan-Re1af1 Leve13A(Laval 81 0"eui(iaif-6iril-alY{ai='l'evel (f [li1•ec2ieii!calj Electrical Partial Met -level e(Mechanicalg 8achltal Pedal Flan -Level fl (Mechanloa I) ReOfl®1 Partial Ran -Leval 8 (Mechanical) Power Parted Flan. level 9 Power Padd Men -Level 9 Eleerical Partial Ran - Level 9 Paver Pardee Man -Level 9 Electrical Facia, Plan -Typical Level (10491 Eectrfcd Pat4al Flan-l]plc1 Leval (16191 R earfcd Partial Ran-rypied Lau d(Laa91 Electrical Partial Man -Roof Level (Leue1 70) Electrical Partial Ran-floof Leval (level 20) Electrical Pallid Man -Roof Level (Level 20) Fire N mnA6DA/telecom E6aer DErern Eiregsm/gM/fdemn Riacv Diagram Fewer RWPer El:gran Power Riser Cteere n Electrical Enlarged Pier Groond Roar Elntr(cal Fnlaged Plan -Second Roar Elear(cel Enlarged Mm09th to 19th level Elechicd Fre aged Rana-19th Level Electrical Enlarged Unit PIa ..A& S Senses Electrical Enlarged LJiit Flots.Eenea Electric/ Enlarged Wit Plns-C 5elles Electrical Er#rged Lhit Rue • 9evatar Roam Electricd Dat$le ElectrivJ Details Eleetrir2 Details Sand Schedules Panel Schedule! Pend Schedules Patel Sah el/les Panel schedt/ee Panel Schedel es Panel1chedeles Patel Sched1 ea Panel SdrtdtJ e9 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 5/29/202E1 5/29/2020 5/2912020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 S/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 S(29/2020 5/29/2020 3729/ m 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 s/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/207.0 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/202.0 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 5/29/21120 5/29/2020 ADSLLP-00077664.16 #78118405_v2 ADSLLP-00077664. JALRW 8510 Panel Schedules JALRW 0611 Panel Schedule JAIRW 6512 Panel Schedules JALRW E613 Panel Schedules JALRW _ Es14 Panel soh sole: IALRW E635 Panel Schedules JAIRW tale Pane Schrdula JALRW E617 Panel Schedules IAIRW L701.1 Photometric Pico Pan•Graund Fl000teal el Mode JALRW 1701-1 Photome7•c Floor Plan -Ground Floor-OOergency Maio IALRW E701.3 Photometric Poor Hen-F H(GNI)RI• Normal Made JALRW E701-4 Photometric Pear PInROH(GNO FL)- Ereergmay Mode JALRW E701A lighting Par dal Plan • Ground Poor JAIRW E7018 lighting Farad Ran- Ground Flour JAIRW E701C Lighting Partial Plan • Ground Level .IAIRW E7010 Lighting Partial HPn-9rovndflmr JALRW E702-1 Photometric Poor mat-Po(l4ng Lovell - Nnnnal Mode JALRW E702-1 Photometric Floor Flan -Parking Lovell - Emergency Mode JAIRW E705-1 Photometric Flom An -Perking levet 2- Normal Mode JALRW 1703.2 Photometric Floor Elan -Parking Levi 2- 9Mrse y Mode JALRW E704.1 Photometric Floor Han-Peridng Level 3 - Normal Mode JALRW E704.2 Fhoteenetric Flom Pen -Parking Lard 3- Emergency Mode JALRW E703-1 Photvnegic Floor Ran-Par1dng Level 4- Mama! Mode JALRW E705.2 9o7crnetdc Rom eran-Perldng Laud 4- Emergency Mo de JAIRW E709-1 Photometric Hoe Plan -level 9-Nome! Mode JALRW 17am-2 Photometric Paornan-levde-env-rgency Mode JAIRW E710-1 Photamertk Root Plan -Level 10 • Named Mode JALRW E710.2 Photometric Pori Hat -Level l0- Emergency Mods FIRE ALARM I DRAWING NO. I D AWINGTME JALRW FA001 FlreALarmGeneral NOtes&Symbol Legend JALRW FAIONA JALRW PALM JALRW FAIOIC JALRW FA1011 JAIRW FA1C2A JAIRW FA1020 JALRW FAIO2C IAIRW FALQ20 JALRW FA103A JAIRW FA10313 JAIRW FA103C JAIRW FA1030 JALRW FA1D4A IAIRW FA1008 JALRW FA/04C IALRW FA1040 JALRW FAIO SA JAIRW FA1050 JAIRW FA105C JAIRW FA1050 JAIJLW FA1064 IA LAW FA1069 JALRW HOLM JALRW FA1060 IAIRW FA107A JALRW FA1078 JALRW FA107C JALRW FA1070 JAIRW FA100A IALRW FA1089 IALRW FA1000 IA LAW FA108D IALRW FA109A JALRW FA109D JALRW FA109C JALRW FA109D JAIRW FA110A JAIRW FA1108 Fire Alarm Partial Plan -Ground Floor Fire Alarm Partial Plan -Ground Floor Fke Alarm Partlal Plan - Ground Flom Fke Alarm Partial Plan • Ground Floor Fke Alarm Partial Plan - Parking level 1(Level 2) Fke Alarm Partial Plan - Parking Level 1(Level 2) Fke Alarm Partial Plan - Parking Level 1(Level 2) Fire Alarm Partlal Plan - Parking level 1 (Level 2 ) Fire Alarm Partial Plan - Parking Level 2 (Level 3) Fire Alarm Partial Plan - Parking level2 (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 3 (Level 4) Fire Alarm Partial Plan - Parking Level 3 (Level 4) Fire Alarm Partial Plan • Parking Level (Level4) Fire Alarm Partial Plan - Parking Level 3 (Level 4) Fire Alarm Partlal Plan - Parldng Level4 (Level 5) Fire Alarm Partial Plan- Parking Level (Level 5) Fire Alarm Partial Plan - Parking Level 4 (Level 5) Fire Alarm Partial Plan • Parking Level4 (Level 5) Fire Alarm Partial Plan - Retail Level IA (Level 6) Fire Alarm Partial Plan - Retail Level 1A (Level 6) Fire Alarm Partial Plan - Retail Level 1A (Level 6) Fire Alarm Partlal Plan - Retell Level LA {Level 6) Fire Alarm Partlal Plan - Retail Level 2A (Level 7) [Inc Alarm Partlal Plan - Retail Level2A (Level 7) FIle Alarm Partlal Plan - Retail Level 2A (Level '2) Fire Alarm Partial Plan - Retail Leve l2A [Level 7) lire Alarm Par ial Plan - Retail Level 3A [Level 8) Fir[ Alarm Partlal Plan - Relall Level 3A (level 8) Fire Alarm Parl lal Plan - Retail Level 3A (Level 8) Fre Alarm Partlal Plan - Retail Level 3A (Level B) Fire Alarm Partial Plan - Level 9 Flre Alarm Partial Plan - Level 9 Fire Alarm Partial Plan - Level 9 Fire Alarm Partial Plan - Level 9 Fire Alarm Partlal Plan - typical Level (10-19) Fire Alarm Partial Plan -Typical Level (10.191 5/29I/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 5/2s/2020 5/29/2020 5/29/2020 S/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2025 5/29/202D 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 DATE 5/29/202.0 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5(29/2020 5j2.9/2020 5/29/2020 5(29/2020 5/29/2020 5(29/2020 s/29/2020 5/29/2020 5/29/20z0 5/29/2020 5/29/2020 5/29/2o2D 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 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-00477664.16 #781184O5 v2 ADSLLP-00077664. FA110C FA301 Fire Alarm Partial Plan - T9pkal Level (10-19) F Ire Alarm Riser Diagram 5/29/2020 5/29/2020 LOW VOLTAGE DRAWING NO. DRAWING 1111E DATE SIS - Systems integrated Solulbns SDS- Systems Integrated Solutions SIS- Systems Integrated Solutio trs 51S - Systems Integrated Solutions SIS- Systems Integrated solutio is SiS - Systems Integrated Solutions SIS - Systems Integrated Solutions SIS- Systems Integrated solutions SIS-Systems Integrated solutions Sly - Systems Integrated Solutons SIS - Systems Integrated Solutions 515 -Systems Integrated Solutions SIS- Systems Integrated Solutions SIS - Systems Integrated Solutions 5I5- Systems integrated 5olutbns 515 - Systems Integrated Solutions SIS - Systems Integrated Solutions SIS-Systems Integrated Solutions 51S- Systems Irtegated solutions SIS - Systems Integrated Solutions CS-000 SEC-1.01 SEC.-1.02 SEC-1.03 SEC-1.04 SEG1.05 SEC•1.05 SEG3.07 SFc•1.ort SEG1.09 SEC-2.01 SEC-3.01 AV 1.01 AV-1.01 AV1.03 AV-1.04 AV1.05 AV1.06 NET-2.01 NET-3.D1 StS- Systems Integrated Solutions Nu-s.o2 SIS • Systems Irrtegrnted Solutions NETA.n1 INTERIORS I DRAWING NO. Arq ultectonica 0000 Arq ultectonica G001 Arq uitectonica 10101 Aroultectonlca 101,02 Arq ulteclunlca 10103 Arquilectonica 1D104 Arqullectonlca 10105 Arquiectonira 10106 Arqu ilectonica 10201 Arqullecionica 112202 Asquilectoelca 10203 Ant uAcclonica 10204 Arq uilectonica 10205 Arqulleclonlca 10206 Arquitectonica 10207 Arq ullectonlca 10208 Arqultectonlca 10209 Arq ulleot0nlea 10210 Arquitectonica 10401 Arq u Ile cionka 10492 Arq uitectonka 10403 Arq ulleMoto 10404 Arquilectonka 10435 Arq uIle 0tonka 10406 Arq uRectonka 10407 Arquitectonica 10408 Arqullertonka 111409 Arq ultectonka 10410 Arquitectonica 10411 Arquiiectonka 10412 Arqultectonka 10413 ArquSectonka 10414 Aiquitectontca 10415 Arquitectunka 111415 Arquitectonica 10417 A gltRectonka 10418 Atquitectonka 111419 Arq uhectonk2 10420 Arquitectonka 10421 Arquitectonica 10422 Arquitectonica IU423 Arquitectonka 10424 Corer Sheet Symbol Legend and Sheet Index Level l Roar Plm Level 2 (1,1) floor Ne+ Level (P4 Floor PI01 Level 4 (P3t flour Rm Levu! 5(P4) Piper Elan level 6 RoaNan teed 7 flour Plan teed tl Ron Net feud 9 Hee-Nm Security Details Conduit -VISE( Ingram Level 1 Raa Ran Level 2 (PSI Floor Rai Lard 6 goon Pint Lend 7 Roar Pion Level 6 Floor Plan Level 0 now Plan Audio Demlls Unit Nam series Ur11 Nan 8 Seeks Cutlet Ccn6gurarron end Detain DRAWING 11TLE Cover Page General Notes Overall Plan -Level 1 Ground Averal1 Pl amtavel•AAmeatty Overall Plan -Level 10 -20 Residential Overall RCP- Leve11 • Gmund Overall RCP - Level 9 - Amenity Ove tall REP - Level 10-20- Residential Elevations -Level 1 Ground Elevations -Level 1 Ground Elevations -Level 1 Ground Eleyat is ns-Leve I -Amenity Elevations Level 9l ypica I Resd entlal Corridor Elevations level 9 Typka I Residential Corridor Elevations level 10-20 Typical Residential Corridor Elevations Level 10-20 Typical Residential Corridor Elevations Typical Units E levatbns Typical Units Enlarged Floor Plans-Gmund Floor Enlarged RCP -Ground Floor Enlarged Finish Plan • Ground Fbor Enlarged Furniture Plan- Ground Floor Enlarged Plan - Level 9- Rrardent6IAmenily Enlarged RCP - Level 9- Residential Amenity Enlarged Finish Plan- Level 9- Restlentlal Amenity Enlarged Fumiture Platt - Level9 - Residential Amenity Enlarged Furniture Plan • I0ve19-Typkal Corridor Enlarged Plan - Level9 - typical Corridor Enlarged RCP - Level9 typical Corridor Enlarged RCP - Level Typical Corridor Enlarged Finish Plan Level 9TyplcatCorridor Enlarged Finish Plan level9Typlcal corridor Enlarged Plan Level 10-20- Typical Corrior Enlarged Plan Level 10.20- Typical Corriur Enlarged RCP Level 10- 20Typlbl Corridor Enlarged RCP level 10-20Typkal Corridor Enlarged Finish Plan Level 10-20 Typical Corridor Enlarged Finish Plan Leve110-20 Typical Corridor Enlarged PlaltsUnit -A Series Enlarged Plans Unit -A & S Series Enlarged Plans Unit - B Series Enlarged Plans Lind - B 81 C Series 3/23/2020 3/23/2020 3/23/2020 3/23/2020 3/23/2020 3/23/2020 3/23/2020 3/23/2020 3/23/2 n20 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 3/23/2020 3/23/21120 3/23/2020 DATE S/29/2020 5/29/2020 5/29/2020 40/202A 5/29/2020 S/29/2D20 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 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 5/23/2020 3/29/2020 S/29/2020 5/29/2020 5/29/io20 5/29/2020 S/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/7020 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 #78118405Wv2 ADSLLP-00077664. Arq u6ectanica 0425 Arq ukedonica ID426 Arq utedonica 10427 Atqu0ectunita ID428 Arq ukedonica ID501 Arq ultedungca 1D502 Arq uitedonlca 10601. Arquiteclonira 10602 Arq ullectonica ID5D3 Arq 4kectonln 10604 Areuilectonica ID701 Arquger.lonlra ID702 Arq ukeMonica ID703 Arquitectonica 107(14 GARAGE I DHAVJING NO. Waller Consukards P51.01 Walker Consultants P61.02 Waller Consultants PG1.03 Walker Consultants PG1.04 Walker Consultants P31.05 Walker Consultants PG1.06 Walker consultants PG1.07 Walker Consultants PG1.08 Wakcer Consultants PG4.01 Walker Consultants PG4.02 Walker Consultants PG4.03 Walker Consultants PG6.01 LANDSCAPING Enlarged RCPS Unit -A Series Enlarged RC PS Unit -A & S Series Enlarged RCPS Unit - B Series Enlarged RCPS Unit • 8 & C Series Finish Details Detalis Finish Schedule lighting Schedule Schedule - Plumbing & Equipment Schedule Furniture Millwork Details Millwork Details Millwork Details M I]Avork Details DRAWING TITLE Level' Entry/PAR Pon Level2 Parking Plan Level 3 Parking Plan Level 4 Parking Plan Level 5 Parking Plan Leve16 Retail Plan leuel7 Retail Plan Level B Retail Plan Enlarged Entry/Exit Pbns Enlarged Entry/EXIT Plans LeveIS4 & 5 Conduit legend -Equipment Legend, Bollard I2etaIh Sanage Sete uk, Signage Detail Mounting Details DRAWING NO. f DRAWING 1111E Witkin Design HS-1 WitkioDesign 415-2 .GraundliardscapeA.tan Witldn Design HS•3 Witldn Design HS-4 Wdkin Design HS•5 Witkin Design H5-6 Witldn Design IR-1 Witldn Design 1442 Witkin Design IR3 Wltkin Design L-1 WltklnDesign 1-0 Witldn Design 0 WRkin Design 11-1 WRkln Design 11-2 WRklnDesign TD-1 WRklnDesign TD-2 Ground HardscapePlan/Index Hardscape Plan - Pool Level Hard scape Details Hard scope Details Hardcrape Details Irrigation Plan - Ground Irrigation Plan - Pool Level Irrigation Details Landscape Man Grnrrnd Level landscape Plan P0Di Landscape Delalls Landscape Lighting Plan - Ground Landscape Lighting Plan - Pool Level Tree Disposition Plan Tree Disposition Schedule 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/207.0 5/29/2020 5/29/2010 5/29f2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 5/29/2020 DATE 03/10/20 03/1020 03/10/20 03/10/20 03/10/20 03/10/20 03/10/20 03/10/20 03/10/20 03/10/20 03/10/20 03/10/20 DATE 5/29/2020 3/29/2D20 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 S/29/2020 5/29/2020 5/29/2020 sh9/zg20 ADSLLP-00077664,16 #78118405_v2 ADSLLP-00077664. EXHIBIT "D" SOUTHEAST OVERTOWN/PARX WEST BOUNDARY MAP LEGEND ':;•,125-`"? Original Boundries icf2 1985 Park West Addition :14. E •anded 2009 Boundrie‘: •;• 1,....,......0mot: 11. .isrio j ; , ,. [ •..0.1001.,, - 1 . • 1 1 ' , I • 1 . . , , ! . ,• • • • • i -I - - --4- 41.1 *emir -4- 1 •.,..lottitiel .... 0/4/t04t,* , ,--1,---,-•-••-t---1.,,otwoiy... i 1 ' Ili I - 1 - i ; . • t wi ! • i [ ,....1;...11,T.T.f... r,,lysoi..,... „I_ 'i • t ...i.rtft.pt:,,t ........ t i ••••:-.* - ,, i • I, • „ „Ai* 145.1. - \•-• . ). . 1 „ „ ..... 1 ADSLLP-00077664 16 #78118405v2 ADSLLP-00077664. EXHIBIT "E" Sketch of Overtown ADSLL.P-00077664.1 6 #78118405_v2 ADSLLP-00077664. EXHIBIT "F" Hiring Standards ' • Criminal 13aclotromiri.at cards Developer wilt analyze the criminal record of a potential candidate for employment on a case'hy-case basis where the candidate's tecord contains an indication of the following! (i) adjudication of guilt; (ii) no action; (di) no11c "press"; •(iv) withhold of atijudkcation; and (v) suspended entry of sentence, Developer ' will make an iudividualiacd assessment of the infermadon provided,by the applicant, taking into . consideration the facttirs•'licted' in $.iittitni.' B. '4.-of die" U,S ,Equal Eiipioyment Opportunity Commiesion'a Enforcement'patch/Ace: Cunsideradoa'of Arrest anti Coavictibn Records in Employment Decisions Visd_er'31 LUNE of•Jhi Civil Rights Act'of'1964;issued April 5 2O12 ' Au- individualized'assessinent generally'/haii9senaist.6>t:,;(1)'the employer informing the potential candidate pat limy may be excluded -from omployment'at tbd Project becanse of past 'alining. conduct; al) providing the candidate an opportunity to demonstrate that the exclusion does not properly apply to him or her; and 1U a review and:assessment .of whether the additional information provided by the potential candidate shows that the prior violation or alleged criminal wrongdoing is not job -related 'and not consistent with'busineae necessity, • The potential c3hdiilete's showing' meiinclude ihfeonatior1tbiit the candidate was not correctly identified :in. the criminal record de that the record pis otherwise inaccurate:. Other relevant individualized evidence -'dbtiyidesed by theDevkloper in {ta review ofrecocd of -criminal wrongdoing includes, but`is not linked to: t .<1;; ,1, The fads or c rcemitances staroundittg the actual or :dinged offense or conduct; The number of offenses for which doe individual was aaeated andlor convicted; + . Older age'at the time of conviction, et release from prison; . Evidence that the individual performed the saute type of work, post conviction, with same cr a different employer, with no known inch:kills of criminal conduct; • • The leagth and 000aiatenoy of employment luatory before and after the offense or eonduot; • Rehabilitation efforts (e,g. edncation, training); • • Employment or character refereo es and any other inforntadon regarding illness for a particular position; and • ' Whether tho individual is bonded under federal, state or local bonding program If the'individual does t respond to theDeveloper's attempt to gather additional Informed �'about their criminal background, the Developer nny'make its employment ded4iou withoutthe'information. Developer considers' the following criminal offenses to be illustrative of lob -related" or "inconsistent with businesa necessity'; .. • . . • Astgaavated Assault as defined in s. 784.021, Fla, Statutes (2015) • ' Aggravated Eatte " as defined in s. 784.03, 78p.041 and 784;045; •Fla, Statutes (2015) :l-Iomieideeasc7efinnsfin'Qitapter.,782,Pla'Statutes(2Q15)• ;. + ICidttappitts of Tdtilae mptieonme�it' a64efined in Chipter.787, Ela Statutes (2015) • ADSLLP-00077664.16 ADSLLP-00077664. #78118405 v2 • Sexual Battery, as defined in Chapter 794, Pia. Statutes (2015) • Robbery, as defined in s. 812.13, et seq., Fla. Statutes (2015) • fie. ogle or exploit on of an E by Pet pn(,$) or in Chapter 827, Fla. Statutes.(2015) , • • Abuso of Children, as defined iti s. 82,7.03(2)(a) and 827.03(2)(b), a, Statutes,(2015) as defined • 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 Prnjedt. • Felony Petit Theft, as defined in s.812.014, Fla. Statutes (2015), within 2 years of the date of application for dmploycnsnt at.the Projects • •. ..; .�:� ;:I. ., .. - { • • . :�. �-, • if: : .. • • • • • EXHIBIT "G" GRA Grant Obligations Name Par Amount Annual Debt Service Maturity Year Mama Hattie $ unknown (est) unknown Gibson Park Improvement Grant $14,1 million (See Exhibit G-1) 2030 ADSLLP-00077664,16 #78118445_v2 ADSLLP-00077664, EXHIBIT "G-1" , , 1,53oN PA•rikl.fAN ,Dis OM oity b.1 1 -13PriaktRobE Se0/166, _ 1?Iiiic)100; 101/ " • . • . ' igtikk Mr • . .sq,$-Aisilit 2014 ZigilMO '.414 ' '. !, . ' •: .. lb 10;,,%:, o:: ,.: :2011) .-1..-:' •,•..,, .i.p • .2. 1. 0A9. ot.., 2,117,363. 'ACIV . 2',70%1$0 nat : , . 2ila4A.40- 2D21 ' ,$)t);,..13 '. 1P28 .. .••• 419474A '4-- t bles -:,E.-...4. 5OP Pm:Apts.• ere• -of on** Plino.ipol, Inioreat Total 452,24 , 4%069; - 449,o59 44059: ,, 44£06Ef• MONO .44408t 4 40;0149: 004% 404;.2231 42.040' .1.1"P-90/' .033,07 441,,e69, ZNI:1306: toli,agt 410413 2710141 WrS54- 4.47.;10 :$6103, 41.59i156i viAgg 'alpi 114201;0 118t.0.1) i.31100..t. 1344A00 00,7.0. aNtit. 447;o$6; 4001 A42;00.2, 060A.az. 13,1Mf;# fitb..$44 $644:9011, og, i ,i: 00,02 • AsAktib'. ntme „ogi 64.13309 hil,811t . Ost 19115,im igtros gtqft 860,7M. $10105MAIMIlri;.li2VM pAporthroOloN; wwwontivirat" fl no — 0.41% 11.1Vt otaFtt.47144M- ADSLLP-00017664,16 ADSLLP-00077564. #78118405_v2 EXHIBIT "H" Office Space ADSLLP-00077664.16 #78118405 v2 ADSLLP-00077664. I99 Ooo d J13UV Prd 1.. w�- I YLef a*�ere'eia=.vad •.�'� .a E .e��.rma•. III Q'w:11RrP WTJITf sic JL i OM LAYOUT PUN CS-1 EXHIBIT "I" CRA Space ADSLLP-00077664.16 #78118405_v2 AJSLL.P-00077664. 1199/1000-ciTISCV PROP. 19- bilt1D-USE O. V/ ARM 5 • : J imE=Eimmt 4,77 AVAleAdir • '45frAerZ-,..e-4" Plans - 8-28-20 • EXHIBIT C Form of Deferred Purchase Price Note ADSLLP-00082410.9 #78088414 v2 10 PROMISSORY NOTE S7.000.000.00 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 ADSLLP-00082547.5 #78087027_v2 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, t ien'Borrower's, obligation to pay the outstanding principal -balance of this Note ant 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...writing ..and ...signed by Lender,... and.... then... only.. to the extent specifically... setforth. 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 #78087027 v2 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 imaximum 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 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 ADSi J.P-00082547.5 4 #78087027_v2 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 Iaws 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 fmal and irrevocable. 10.12. Waiver of Jury Trial. BORROWER AND BY ITS ACCEPTANCE HEREOF, LENDER, 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 NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTION OF ANY OF THE ADSLLP-00O82547.5 5 #78087027_v2 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 ADSLLP-00082547, 5 #78087027_v2 b EXHIBIT D Form of Deferred Purchase Price Guaranty ADSLLP-00082410.9 478088414 v2 11 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: l . 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 terns. 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 . or by any.. waiver.. of. anydefault .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 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, raeoupffient or counteretairn of any sort whatsoever; nor shaltcyrxarantors-seek taimpair, 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 ove/night courier (such as Federal Express), or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: #78088450_v2 2 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: Alvarez & Diaz-Silveira LLP If to the CRA: Attention: Real Estate Notices 355 Alhambra Circle Suite 1450 Coral Gables, FL 33134 SOUTHEAST OVERTOWN if 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 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 WRIT FEN), 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] #78U8845022 4 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 imitei TiabiYity company; its ww .".... manager By: Michael Swerdlow The foregoing instrument was acknowledged before me by means of El 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 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 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] 6 #78088450 v2 EXHIBIT E Form of Collateral Assignment of Membership Interests ADSLLP-00082410.9 #78088414_v2 12 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 OVERTOWNIPARK 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 to all -of 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 #78087774_v2 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, (ili) 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. _...............VI -ember represents Coven cries and warrant to eRA t-( Member 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 2 #78087774_v2 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 (ili) 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, agsighettorotherwise ttcurnbe d any of theit-rights tivor t the- Manager Collaterat,-(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 3 #78Q87774_v2 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 'CI4VERNED"BY ARTICLE .'9"OF THE UNWORM COMMERCIAL CODE OF-FLORIDA-(thy "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 teams 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 #78087774_v2 4 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 .. sign . ... y. ... _ .. _. - - pp Y "_ xp �olrafera"1; Asiee "ina i bid"1'or anc�`"purc�hase'ihe C�olateraTand a "'fi�"'tiie 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 for sale, and such sale may, without further notice, be made at the time and place 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 #78087774_v2 5 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; (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, with or without the bringing of any legal action in or the appointment of any receiver by any court; (e) the right to proceed by suit or suits in law or in equity or by any appropriate proceeding or remedy -to enforce the perfm ee -ef y 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 Assignment or to pursue any other right or remedy available to Assignee either at law or in equity; (f) such other rights and remedies of a secured party with respect to the 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/or (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 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 6 #78687774 v2 and coupled with an interest and shall terminate 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 conditions, terms, or covenants contained in this Assignment or the Guaranty, Assignee without 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 and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred in connection with the foregoing, together with interest thereon at a per annum rate of interest equal 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. 20. Without prejudice to any of Assignee's rights under this Assignment, Assignee may take or release other security%r the paymeni'of iti'Gurniy; mayreleae €ia ""'m "" """" `"� " primarily or secondarily liable for the obligations, and may apply any other security held by Assignee to the satisfaction of the obligations. 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 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. 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 7 #78087774_v2 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 Assignmeriiiriay extaftetiffebuilterpart011 original; facsimile ter 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 wider 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 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 promptlyfollowing 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. #78087774_v2 9 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 WRITI'EN), 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 - I0 #78087774_v2 IN WITNESS WHEREOF, Assignor has duly executed this Assignment, as of the Effective Date. WITNESSES: Print Name: Print Name : Print Name: Print Name: Michael Swerdlow Stephen 1. Garchik BLOCK 55 MEMBER, LLC, a Florida limited liability company By: SG MANAGER, LLC, a Florida limited liability company, its manager Print Name: By: Michael Swerdlow Print Name: #78087774 v2 11 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, individually, who is personally known to me or has produced as identification. Commission Expires: S ,A`I'E OF' FLt RWA COUNTY ) [Signature of Notary Public] [Printed Name] The foregoing instrument was acknowledged before me by means of ❑ 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. Commission Expires: [Signature of Notary Public] [Printed Name 12 #78087774_v2 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] #78087774 w2 13