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HomeMy WebLinkAboutCRA-R-25-0052 Exhibit AEXHIBIT "A" DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (the "Agreement") is made as of the day of , 2025 (the "Effective Date"), between CORAL ROCK ST. AGNES PARTNERS, 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 "SEOPW CRA"). Developer and the SEOPW CRA are sometimes individually referred to as a "Party" or collectively as the "Parties"; RECITALS A. On April 17, 2024, the SEOPW CRA issued equ I % r Proposals No. 24-01 (the "RFP") for the development of that certain real prope lted wie historic Overtown community redevelopment area (the "Redevelopm ' Xita) which,, ore particularly described on Exhibit "A" (the "Property"), for the r _ velopment of the Prop`; onsistent with the 2018 Southeast Overtown/Park West Redev,, ent Up1 ted Plan (the � Gelopment Plan"). B. In response to the RFP, Developer submitte Property, as more particularly describegj• the proposal Developer (the "Proposal"). C. Based upon the evaluation of the Executive Director of OPW CRA (&j,,, recommended to the Bo nissioners of that the SEOPW CR cept the SEOPW CRA Boar a zed th Developer and present th 'v e for the develo,Dmt,,af the Pursuad Boat�orized the SE oposal for the development of the 11 May 21, 2024, submitted by ction committee appointed by xecuti'P° rector"), the Executive Director e SEOPWRA (the "SEOPW CRA Board") osal from veloper as the highest ranked proposal and the xecutive Direp o negotiate a development agreement with eemen the SEOPW CRA Board for consideration with the Proposal. A Resolution No. CRA-R- - , the SEOPW CRA er into this Agreement. E. p , e SEOPW desires to convey the Property to Developer subject to the terms and provisions , is Agree ; t and Developer desires to acquire the Property from the SEOPW CRA for the deve ent of, e Project, as hereinafter defined, subject to the terms and provisions of this Agreement. TERMS NOW THEREFORE, for and in consideration of the sum of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, and of the covenants and agreements set forth in this Agreement, the Parties agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated in this Agreement by reference and made a part of this Agreement. #520736968 v4 EXHIBIT "A" 2. PROPERTY. The land to be conveyed by the SEOPW CRA to Developer pursuant to the terms of this Agreement consists of the Property and all appurtenances belonging thereto, including any and all rights, privileges and easements in any way pertaining thereto, all right, title and interest of the SEOPW CRA in and to any adjoining sidewalk and in and to any adjoining street or alley and all right, title and interest of the SEOPW CRA in permits and approvals issued by the applicable governmental authorities relating to the use and development of the Property. 3. DEPOSIT. Within five (5) days of the Effective Date, Developer shall deliver to Holland & Knight LLP, as escrow agent (the "Escrow Agent"), the s , of One Thousand and No/100 Dollars ($1,000.00) (the "Deposit"). The Escrow Agent shy i ,the Deposit in a non - interest -bearing account. 4. PURCHASE PRICE. The purchase price Proposal is One Thousand and No/100 Dollars ($1,000.00 Price shall be paid in cash by wire transfer of federa Section 18.1), subject to adjustments and proration/, shall be credited against the Purchase Price on th, 5. INSPECTION PERIOD. 5.1 Inspections. Dever , sha after the Effective Date, (the "Ins ectio�- expense, such investigations and inspectio@ and absolute discretion deems appropriate@nc investigations, utility avail@;• ; and environ ,,d„„j determine whether the � � acceptabl �i�ia,, performing any on s' j spectio: written notice to thex d ve Di 3rd Floor, Miami, Florida J other SEOP shall prov reaso the sc uled date an opp ;to have a rep restore the P Inspections sha professionals, and expense, any and a went for;'"' spection(s) and provide the Executive Director the ative (@Fthe SEOPW CRA present at any such Inspection(s). eveloper s or (which may -679-6 f �he as reflected in the e,`Purcha ice"). The Purchase s'on the Closi to (as defined in provided in this Agrees . The Deposit • g Date 1 have unti to perfor erty, as J) . on the ninetieth (90th) day veloper's sole cost and eloper, in Developer's sole imitation, soil tests, zoning matteollectively the "Inspections") to Develo °er, in its sole discretion. Prior to provide at least one (1) business day's prior delivered by email) at 819 NW 2nd Avenue, ; email: jmcqueen@miamigov.com (or such y the Executive Director), which written notice ing the type and scope of Inspection(s) to be performed and n. Following any such Inspections, Developer shall promptly o the = ondition existing immediately prior to such Inspections. The due in accordance with all applicable laws and by licensed and insured er shall cause its inspectors to obtain, at Developer's sole cost and nses and permits required to conduct the Inspections, as applicable. 5.3 Disclosure. Developer agrees that in the event the need arises to notify, under applicable laws, any federal, state or local public agencies of any conditions at the Property as a result of the Inspections performed by Developer, its agents, employees, contractors and/or representatives, Developer shall provide the Executive Director with any pertinent reports, written material or other evidence of the condition requiring such disclosure, if any. Any required disclosures shall be made directly by the SEOPW CRA, and not Developer, to any such public 2 #520736968 v4 EXHIBIT "A" agencies, unless Developer is required to make such disclosures by applicable law, and the SEOPW CRA fails to timely make such disclosures. 5.4 Indemnification. Developer shall assume all risks associated with the Inspections and agrees to indemnify, defend and hold harmless the SEOPW CRA of, from and against any and all costs, losses, claims, damages, liabilities, expenses and other obligations (including, without limitation reasonable attorney's fees and court costs) to the extent arising from, out of or in connection with or otherwise relating to the Inspections, including, without limitation, the entry by any one or more of Developer's agents, employee , contractors and other o I "' vided, however, that mo o the mere discovery of any 12 gents, representatives or loper shall survive the representatives in or upon the Property for the purpose of the Inspec the foregoing indemnification obligation of Developer shall not ap adverse findings relative to the Property by Developer or an independent contractors. The foregoing indemnification oblig expiration or termination of this Agreement. 5.5 Insurance. Developer shall, to entering the Prope ° j nd performing any Inspections, provide to the SEOPW CR nce o*nsurance by j reper or its contractors, as applicable, as specified in items I and on %ached Exhib 'B," insuring �� employees, contractors or other with or otherwise relating to the entry by any one or more of Developer, i ts, employees, ctors or other representatives in or upon the Property for the purpose o % Lions. Deve / jhall provide the SEOPW �� CRA with a certificate of insurance evidenc' nee cov CRA as an additional insured thereon, which;t* expiration or early termini • his Agreem against any liability by any one or more of Developer, it(4 representatives to the extent arising from out of or in conne 5.6 discretion, determines transaction contemplated this Agree expiratio end o and Parties sha for those o the Inspection P d the Escrow eleased and bli' % ` ins which e not terminate th presumed conclus portions of the Prope and, Developer has de Developer and Developer has accepted every portion of the Property in its "AS IS, WHERE IS, WITH ALL FAULTS" condition. ge, identifying the SEOPW shall be kept in force until the e . If fP any reason whatsoever Developer, in its sole spection Per hat it does not wish to proceed with the Deve per shall have the absolute right to terminate ermination to the SEOPW CRA prior to the pon the SEOPW CRA's receipt of such notice prior to the nt shall be deemed terminated and of no further force omptly return the Deposit to Developer, whereupon the ved f'`om any liability or obligations under this Agreement, except essly survive the termination of this Agreement. If Developer does prior to the expiration of the Inspection Period, then it shall be eveloper has had adequate opportunity to review and inspect all eluding, without limitation, the environmental condition of the Property ermined that the condition of all portions of the Property are satisfactory to 5.7 No Lien. Developer shall not create or permit to be created any mechanic's liens upon the Property, or any part thereof, as a result of the Inspections. If any lien shall at any time be filed against the Property, or any part thereof in connection with the Inspections, Developer shall cause same to be discharged or transferred to bond in accordance with applicable laws within 3 #520736968 v4 EXHIBIT "A" 5.9.2 The SEOPW CRA m implied, with regard to the accuracy or completeness o and the SEOPW CRA shall not be bound by any statemen representative of the SEOPW CRA. 5.9.3 The SEOPV% '%« , promises to Developer not explicitly set fort An this express or implied, developed, or the p�iP4 Redevelopment Area or warran xpress or i or m " directly or warranty merchantab latent or ofects. contemplated by th/ Agreement is not con slum or blight from t thirty (30) days after Developer first becomes aware that such lien has been recorded against the Property. This provision shall survive the expiration or termination of this Agreement. 5.8 SEOPW CRA Deliveries. Prior to the date of this Agreement, the SEOPW CRA has provided to Developer copies of all surveys, title policies and environmental studies that the SEOPW CRA has been able to locate with respect to the Property (collectively the "SEOPW CRA Deliveries"). Any reliance upon the SEOPW CRA Deliveries is at the sole risk of Developer and the SEOPW CRA makes no representations or warranties, express or implied, with respect to the accuracy or completeness of the SEOPW CRA Deliveries, and an,, eliance upon same is at the sole risk of Developer. 5.9 Disclaimer of Re.resentations b li_r. Developer expressly acknowledges and agrees that, except as specifically provide 5.9.1 The SEOPW CRA lhand has m �� / no warranty or representation whatsoever as to the condition or suitity of the Property forroject. tade no warra �, express or ormation furnished to Developer, broker, employee, agent or other esentations, warranties or EOPW Chas mad /no representations or warranties, the neighb4hood, that the Redevelopment Area will be ality of impfy ,ents that will be constructed within the f EOPW A makes and has made no representation or any portion of the Property, its condition or other things 'thereto or hereto, including, without limitation, no s for any particular purpose or relating to the absence of 5.9.6 r ' eveloper specifically acknowledges that the transaction went and the time -frame for performance by Developer under this ent upon the redevelopment of the Redevelopment Area, the removal of e Redevelopment Area, the reduction of crime in the Redevelopment Area or the status of any other projects in the Redevelopment Area. 5.10 Copies of Reports. Developer shall provide the SEOPW CRA with copies of any third party reports prepared for Developer regarding the physical condition of the Property within ten (10) days of Developer obtaining the final reports from such third party. This provision shall survive termination of this Agreement. 6. AS -IS, WHERE IS, AND WITH ALL FAULTS CONDITION. 4 #520736968 v4 EXHIBIT "A" 6.1 Developer acknowledges, represents, warrants and agrees, to and with SEOPW CRA, that, (i) Developer is acquiring the Property in an "AS IS, WHERE IS, AND WITH ALL FAULTS" condition with respect to any facts, circumstances, conditions and defects of all kinds; (ii) SEOPW CRA has no obligation to repair or correct any such facts, circumstances, conditions or defects or compensate Developer for same; (iii) Developer is and will be relying strictly and solely upon the advice and counsel of its own agents and representatives and such physical inspections, examinations and tests of the Property as Developer deems necessary or appropriate under the circumstances; (iv) Developer has had and will have, pursuant to this Agreement, an adequate opportunity to make such legal, factual wd other inquiries and investigations as Developer deems necessary, desirable or appropria j t# espect to the Property; (v) the SEOPW CRA is not making and has not made any warra r representation, express or implied, with respect to the Property as an inducement to Dev S; e/ nter into this Agreement, , or for any other purpose, except as expressly set forth in this ° reeme �% d (vi) by reason of all of the foregoing, from and after the Closing Date, Devel ©q��had assum j full risk of any loss or damage occasioned by any fact, circumstance, cond• in or defect pertain the physical and other conditions of the Property, regardless of wh the same is capable o o,served or ascertained 6.2 THE SEOPW CRA HAS NOT, RESPECT TO THE PROPERTY, MA EXPRESS OR IMPLIED, OR ARISING WAY LIMITED TO, ANY WARRANT!% WITH RESPECT TO THE VALUE, PROF111 PROPERTY. 6.3 e and any hazardous c subs local governmentalauth , / the irr. not limited to, any materia%r �, « �f�� rdou waste, re% pollutant')%finder p1' / • Comp; ;� tion and Liab ANY REPRE RATION OF DITION O OPER zardous M e, material e of Florida o Ol/1n•ed �zs substance," "hazardous material" or "toxic under the Comprehensive Environmental Response, § 9601, et seq. NOT AND WILL NOT, WITH ATIONS OR WARRANTIES, INCLUDING, BUT IN NO CHANTABILITY, OR ING POTENTIAL OF THE rials" shafll mean asbestos, any petroleum fuel rl waste which is or becomes regulated by any iUnited States Government, including, but a "hazardous waste," "extremely hazardous elses the SEOPW CRA from any liability, claims, damages, penalties, cosh j� es, chargessses, causes of action, demands, expenses of any kind or nature or any other claim i or may/ ave against the SEOPW CRA resulting from the presence, removal or other remediatio '' dous Materials on or under the Property or which has migrated from � �� adjacent lands owne j rd parties to the Property or from the Property to adjacent lands. 6.5 The provisions of this Section 6 shall survive any termination of this Agreement and shall survive Closing and the delivery of the Deed at Closing. 7. TITLE AND SURVEY. 7.1 Developer shall obtain a title insurance commitment (the "Commitment") and a survey (the "Survey") of the Property, at Developer's sole cost and expense. The Commitment and the Survey shall show the SEOPW CRA to be vested in good and marketable 5 #520736968 v4 EXHIBIT "A" fee simple title to the Property, subject only to the following (collectively, the "Permitted Exceptions"): 7.1.1 Ad valorem real estate taxes and assessments for the year of Closing and subsequent years. 7.1.2 All applicable laws, ordinances and governmental regulations, including, but not limited to, all applicable building, zoning, land use, environmental ordinances and regulations. 7.1.3 Any matters arising by, through, o 7.1.4 Those matters listed on the atta 7.2 Developer shall have until the examine the Commitment and the Survey. Develop with a copy of the Commitment and the Survey shall be certified to Developer and the SEOPW CR particular condition of title other than the Permitted Exc� eveloper shall, fio later than the end of the Inspection Period, notify the SEOPW CRA in w of the defect(s). If Developer fails to give the SEOPW CRA written notice/fie defect(s) prior e end of the Inspection Period, the defect(s) shown in the Commitment f � urvey shall &�fed to be waived as title er Developer. objections and same shall be deemed to con tttui"' t Agreement. If Developer has given SEOPW the Inspection Period other (10) days after receipt o to attempt to cure the `, day period shall be� ee SEOPW CRA does no exercised wit h 0) i od to obtain and all promptly provide% SEOPW CRA Develdp,r's receipt of Jhe survey Ceitment and S Y reveal any •ed Exceptffs for all purposes under this cee defect(s) prior to the end of he Permitted bons, t/ OPW CRA shall elect within ten tice of the t defect(s) Whether the SEOPW CRA will elect Failure of t SEOPW CRA to respond within the ten (10) ion of the SE CRA not to cure the title defect(s). If the itle def " (s), Developer shall have the option, to be `�� fives written notice from the SEOPW CRA that i // the SEOP r � ' ' � cted �t, o cure the title defect(s) or the date such election has been deeme have occurr eithe ji ai ing the defect(s), in which event the defect(s) shall be dee , tP1 ,, constitute a fitted Peption under this Agreement, or (ii) canceling this Agreeme%/jib which even t°�' j�row agent shall return the Deposit to Developer and the Parties shall be rele' rom any fuer obligations under this Agreement, except for those obligations that expressly s e the to 'nation of this Agreement. If the SEOPW CRA elects to attempt to cure the title defe /j the, OPW CRA shall have sixty (60) days from receipt of the written notice of defect(s) to mercially reasonable efforts to cure same (the Cure Period"). If the SEOPW CRA elects >' cure the title defect(s), the SEOPW CRA shall discharge any lien(s), judgment(s) or other matters affecting title to the Property in a liquidated amount. The SEOPW CRA shall not be required to commence litigation to resolve any matters. In the event the SEOPW CRA attempts to cure the title defects and the SEOPW CRA is not able to cure the defect(s) after using commercially reasonable efforts prior to the end of the Cure Period, Developer shall have the option, to be exercised within ten (10) days after the end of the Cure Period, of either (i) waiving the defect(s), in which event the defect(s) shall be deemed to constitute a Permitted Exception under this Agreement, or (ii) canceling this Agreement, whereupon Escrow Agent shall return the 6 #520736968 v4 EXHIBIT "A" Deposit to Developer and the Parties shall be released from any further obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement. 7.3 In the event of any new title defect(s) arising from and after the effective date of the Commitment and prior to the Closing Date, the SEOPW CRA shall use commercially reasonable efforts to cure such title defect(s) prior to the Closing Date. The SEOPW CRA shall discharge any lien(s), judgment(s) or other matters affecting title to the Property that are in a liquidated amount. The SEOPW CRA shall not be required to bring any lawsuit(s) to cure any title defect(s) or expend any funds to cure any title defect(s) not in a liquid® ed amount. In the event that the SEOPW CRA is unable to cure the title defect(s) prior to -3 losing Date after using commercially reasonable efforts, Developer shall have the opti. on the Closing Date of: (i) waiving the title defect(s) and accepting title "as is" whereupopj(i defect(s) will be deemed to constitute a Permitted Exception under this Agreement; r (ii) 4ting this Agreement, whereupon Escrow Agent shall return the Deposit to Deoand the es shall be released from all further obligations under this Agreement, e;pt f(5r those ob survive the termination of this Agreement. 8. ZONING APPROVALS. The SEOP applications reasonably required by Developer, which d owner of the Property in connection w (the "Zoning Approvals") required to Project to be developed in accordance applications do not impose any financia Developer elects to terminate this Agreem promptly withdraw the Prp , "' ', om any appl[ 9. PROJ Develope Hundred square num residents computer i Exhibit "D allow Deve a twelve story builder 9.1 Des' enty of retail spa arking spaces ting of an in a /j / stantially " (th 1 iginal loper t%riSet t ny zoning or Ian ined by Deve ° Proposal, liabilityy [ng ons for Z s that expressly 4 execute any dg 'ments and/or s must be executed by the record approvals or permit applications for the Project, to enable the •dd such documents and pon the SEOPW CRA. If section Period Developer shall fig Approvals. ect. e project (the "Project") to be developed by d to consist of a twelve story building with One it ntial units, approximately Four Thousand (4000) rentable ng '' wrest t 3rd Avenue, a parking garage containing a sufficient complyhapplicable laws, and a premium amenity package for club Ouse, fimess gym, business center, conference room and a accordance with the conceptual design documents attached as nceptual Design Documents"). The SEOPW CRA has agreed to Original Conceptual Design Documents to shorten the Project from 'an eight story building provided the Project, as so modified contains approximately One Hu Wdred Seventy Eight (178) residential units, but in no event less than One Hundred Fifty Two (152) residential units, approximately 4,000 rentable square feet of retail fronting Northwest 3rd Avenue, sufficient parking spaces to comply with applicable laws and a premium amenity package consistent with the Proposal (the "Revised Conceptual Design Documents"). Forty percent (40%) of the residential units shall be set aside for residents earning up to sixty percent (60%) of the area median income limits that are determined by the United States Department of Housing And Urban Development, which is calculated by household size for the Miami -Dade County Metropolitan area for the current year ("AMI"). Sixty percent (60%) of the residential units will be set aside for residents earning up to 120% of AMI. The Project shall be 7 #520736968 v4 EXHIBIT "A" designed to achieve LEED Silver Certification as stipulated by the Florida Green Building Coalition, or its equivalent. 9.2 Approval of Revised Conceptual Design Documents. Within ninety (90) days of the Effective Date, Developer shall submit to the Executive Director for his review and approval the Revised Conceptual Design Documents including a breakdown of how many studio units, one bedroom units, two bedroom units and three bedroom units shall be set aside for residents earning up to sixty percent (60%) of AMI. If the Executive Director objects to the Revised Conceptual Design Documents, Developer shall utilize its good Revised Conceptual Design Documents to satisfy the requiremen Developer shall provide the Executive Director such addition Executive Director may reasonably request to enable the Execu Conceptual Design Documents. The Executive Director shall ave fi of the Revised Conceptual Design Documents to approv o dapprov Director fails to respond within said fifteen (15) 4 riod, the Revise Documents shall be deemed approved. In the eve disapproval, the Exec specify the reason for such disapproval. In the e, disappe al, Developer s j,, Revised Conceptual Design Documents, as appropriat �, d the Executive Director. Any resubmission shall be subjectt in accordance with the procedure outline or deemed approved by the Executive approved or deemed approved by the Ex Documents." 9.3 Sch approval or deemed ap Executive Director consisting of drawings building elevations) illust Documents, shall be Docu unre so consisten efforts to Executive information as the analyze the Schema sistent C shall be sub withheld. the Concept ma j odificatio Direc evelo receipt of the Schemati'€ Documents to approve or disapprove same. If the Executive Director fails to respond within said fifteen (15) day period, the Schematic Documents shall be deemed approved. In the event of disapproval, the Executive Director shall specify the reason for such disapproval. In the event of disapproval, Developer shall modify the Schematic Documents, as appropriate, to address the comments and concerns of the Executive Director. Any resubmission shall be subject to the approval of the Executive Director in accordance with the procedure outlined above for the original submission until same is approved or deemed approved by the Executive Director. The Executive Director and Developer shall, in good faith, attempt to resolve any disputes regarding the Schematic Documents. If the Executive Director has rejected the Schematic bove for the orig The Revise' ector sha ith efforts to modify the he Executive Director, ack-up information as the for to analyze the Revised (15) days from receipt Vie. If the Executive ceptual Design rector shall 1�l'rnodify the 'tile comments, d concerns of approval of the Executive Director }bmission until same is approved nceptual Design Documents 'r!'fhe "Conceptual Design ocuments'" in a reas le period of time following the onceptual sign Documents, Developer shall submit to the review d approval t schematic design documents for the Project mother ocuments (sucl an architectural site plan, floor plans and r/ ela hip of Project components (the "Schematic rov p ll not' ��"�asonably withheld. The Schematic Documents Cone '° 1 Design Documents in all material respects. The Schematic he a Irrof the Executive Director, which approval shall not be xecuti Director shall approve the Schematic Documents if Design Documents. Developer agrees to utilize its good faith o the Schematic Documents to satisfy the requirements of the shall provide to the Executive Director such additional back-up rector may reasonably request to enable the Executive Director to cuments. The Executive Director shall have fifteen (15) days from the 8 #520736968 v4 EXHIBIT "A" Documents two (2) times, then, following the second rejection, Developer may elect to submit such dispute regarding the approval of the Schematic Documents to the SEOPW CRA Board for resolution. The Schematic Documents as approved or deemed approved by the Executive Director shall mean the "Approved Schematic Documents". 9.4 Design Development Documents. Within a commercially reasonable period of time after the approval or deemed approval of the Schematic Design Documents, Developer shall submit to the Executive Director for review and approval the design development documents for the Project consisting of building massing and elevatio , exterior materials and items for the Project (the cuments shall be subject to reasonably withheld and cume -i re consistent with the lice its oc•g th efforts to make atisf' the require '� of the Executive e inconsistent with A ; wed chematic tive Dr ctor such ad f , al back-up Yfaale the Execs ve Director to ector shall have fifteen (15) days nt Documents tom ove or disapprove same. If the ifteen (15) da hod, the Design Development Executive Director shall color schemes, fenestrations and a detailed description of all buildin "Design Development Documents"). The Design Developmen the approval of the Executive Director, which approval shall which approval shall be given if the Design Development4 Approved Schematic Documents. Developer agrees modifications to the Design Development Documents Director if the Design Development Documents Documents. Developer shall provide to the information as the Executive Director may reasonably analyze the Design Development Documents. The Execu from the receipt of the Design Develops Executive Director fails to respond withi Documents shall be deemed approved. In� specify the reason for such disapproval. In rte Design Development Documents, as approp ' ��' Executive Director to c. �';�',� Design De Schematic Documents/Any en Director in accorda ti'" h the p is approved or deemed ar ved b shall in good faith attempt iii �r a If the Exe����%���xor h f Develop Docu app ove may elecf' s to the SEO teemed appro' m • approv !Developer shall modify the ment Do mission shall be subject to the approval of the Executive edure outlinesabove for the original submission until same e Executive Du tor. The Executive Director and Developer """� 6garding the Design Development Documents. 'ected f ';sign Development Documents two (2) times, ispute regarding the approval of the Design Development B f resolution. The Design Development Documents as y the ecutive Director shall mean the "Design Documents". Cons t " ion Documents. Within a commercially reasonable period of time after approval o Executive Direct construction of the Pri comments and concerns of the ments to be consistent with the oval of the Design Documents, Developer shall submit to the eview and approval Developer's plans and specifications for the , which shall be of sufficient detail to allow Developer to apply for a building permit for thy'"Project (the "Plans and Specifications"). The Plans and Specifications shall be subject to the approval of the Executive Director, which approval shall not be unreasonably withheld and which approval shall be given if the Plans and Specifications are consistent with the Design Documents in all material respects. Developer agrees to utilize its good faith efforts to make modifications to the Plans and Specifications to satisfy the requirements of the Executive Director if the Plans and Specifications are inconsistent with Design Documents in any material respects. Developer shall provide to the Executive Director such additional back-up information as the Executive Director may reasonably request to enable the Executive Director to analyze the Plans and Specifications. The Executive Director shall have fifteen (15) days from the receipt of med a 9 #520736968 v4 EXHIBIT "A" the Plans and Specifications to approve or disapprove same. If the Executive Director fails to respond in such fifteen (15) days period, the Plans and Specifications shall be deemed approved. In the event of disapproval, the Executive Director shall specify the reason for such disapproval. In the event of disapproval, Developer shall modify the Plans and Specifications, as appropriate, to address the comments and concerns of the Executive Director to cause the Plans and Specifications to be consistent with the Design Documents in all material respects. Any resubmission shall be subject to the approval of the Executive Director in accordance with the procedure outlined above for the original submission until same is approved or deemed approved by the Executive Director. The Executive Director and Developer shan good faith, attempt to resolve any disputes regarding the Plans and Specifications. If the E the Plans and Specifications two (2) times, Developer may elect the approval of the Plans and Specifications to the SEOPW C and Specifications as approved or deemed approved by th "Plans". 9.6 Development Requirements Project substantially in accordance with the Plan those changes required by the City in connection with with applicable laws, shall require the approval of the not be unreasonably withheld or delayed rovided that intent of Plans and this Agreement. 9.7 Bond Financing Eens Commissioners does not approve and comm Fift Project within ninety (90)!'";,the Effective in this Section 9 shall b 10. ENTIT `` use, zon authori (the documen executed b to be obtained with the Conceptu (the Zonin,' %Approval P /or applicatil cord owne veloper any financial obligati' l/ r liability upon the SEOPW CRA. If the Zoning Approvals have not been obtained in form; d substance acceptable to the Executive Director by the end of the Zoning Approval Period, this Agreement shall automatically terminate, the Escrow Agent shall return the Deposit to Developer and the Parties shall be released from all further obligations under this Agreement except for the obligations that expressly survive termination. If Developer elects to terminate this Agreement during the Inspection Period Developer shall promptly withdraw the Property from any applications for Zoning Approvals. ff'Ve Director has rejected bmit such dispute regarding or resolution. The Plans rector shall mean the evelopex, shall be requ U b o d velop the �anatertaYj ariation to the other than idithe building p - mit to comply ive Director, which approval shall sam 0 accordance with the spirit and he evthe Board of County jlars of bond financing for the event the time frames as set forth for day until ich comm tment is received. oval. Developer shall obtain all applicable land for the Project from the necessary governmental nar before twelve (12) months from the Effective Date eing of the essence. The SEOPW CRA shall execute any easciably required by Developer, which documents must be he Property in connection with any Zoning Approvals required he Project, to enable the Project to be developed in accordance ocuments, provided such documents and applications do not impose 10.2 Building Permit. Developer shall have twenty-four (24) months from the Effective Date (the "Building Permit Issuance Period") to obtain a master building permit (the 10 #520736968 v4 EXHIBIT "A" "Building Permit"), from the City of Miami necessary to construct the Project in accordance with the Plans. If Developer does not obtain the Building Permit or a permit ready letter from the applicable government authority by the end of the Building Permit Issuance Period, this Agreement shall automatically terminate in which event the Escrow Agent shall return the Deposit to Developer and the Parties shall be released from all further obligations under this Agreement except for the obligations that survive termination. 11. FINANCING. Developer shall have twenty-four (24) months from the Effective Date (the "Financing Period") to obtain financing for the Project f m the Florida Housing Finance Corp. ("FHFC") or additional or other sources. If Developer9t obtain the financing by the end of the Financing Period, this Agreement shall automa ly terminate in which event the Escrow Agent shall return the Deposit to Developer and th a shall be released from all further obligations under this Agreement except for the o ation t survive termination. provide the Executive Director within shall Developerl) days o veloper's receipt of p �r notice from FHFC or a commitment letter from and r'rnat[\e lender that eloper has been approved for financing, a copy of such commitmentice or letter. 12. DEVELOPMENT TIMEFRAME. 12.1 Commencement commence construction of the Project in the Closing Date. The Project must be temporary or permanent certificates of occupancy Project as reflected by the Plans ("Comir do commencement of cons (the "Corif automatically be exten Director concurs wi Delay" means delays du' disputes (whether lawful o hurricanes, or any o any de in it nd Completion dance with the • complete • equivale err ion Da or each day pf Unavoi an Unavoida , e Delay has occurred. The term "Unavoidable e strikes (whe iawful or not), acts of God, area wide labor aterial or labor shortages, pandemics, floods, he puy, civil unrest, and governmental moratoriums, er's control. The term Unavoidable Delay shall not include ding, but not limited to, any governmental entity acting capaci'r delay caused by lack of funds. Construction. Developer must within forty-five (45) days of denced by one or more for all units comprising the four (24) months of the The Completion Date shall able Delays provided the Executive 2 Payme and Performance Bond. Prior to the commencement of construction, Der or it'ontractor shall have provided to the Executive Director a payment and performance ��'' base on AIA Document 312 (2010 Edition), with changes in form and substance mutually sa: ctory to the SEOPW CRA and Developer in their reasonable discretion, in an amount equal to e hundred percent (100%) of the hard construction costs for the Project as reflected in the Budget, which shall be issued by a surety having a credit rating of "A" or higher with a financial strength of X or higher (the " Payment and Performance Bond"). 12.3 Failure to Complete the Project. If Developer has not achieved Completion prior to the Completion Date, as same shall automatically be extended one day for each day of Unavoidable Delays provided the Executive Director concurs with Developer that an Unavoidable Delay has occurred, Developer shall pay to the SEOPW CRA, as liquidated damages, Two Thousand Five Hundred and No/100 Dollars ($2,500.00) per day for each day between the 11 #520736968 v4 EXHIBIT "A" Completion Date, as same may be extended by Unavoidable Delay until Completion. Said amount shall be due and payable within thirty (30) days of the Completion. 13. DEVELOPMENT AND FINANCIAL APPROVALS. 13.1 Development of the Project. As soon as available after the Effective Date, Developer shall submit to the Executive Director for review and approval, which approval shall not be unreasonably withheld the following: 13.1.1 Construction Contract. The construct ® l pntract for the Project (the "Construction Contract") shall include the obligation of thneral contractor to comply with the participation requirements set forth in Section 14.2 a of this Agreement. The Executive Director will not have approval rights over the s oi�1t� , Construction Contract (financial terms may be redacted). The approval of the, e Live Di,y shall be limited to i 7a• confirmation that the Construction Contract includes igation of th eral contractor to comply with the participation requirements set forth • Section 14.2 and 14 3�s Agreement. 13.1.2 Loan Commitments. L� ("Lenders") evidencing that Developer has obtained a fi (the "Loan Commitments") which shall be reasonably acc Executive Director will not have approv The approval of the Executive Directo Commitments reflect that funds will be avai$ile funds that will be made available for construcn to provides the funds required the Budget (4§ einafte 1.3 Director that Devel pe js Commitment with respec` r/J1i/% nticipated er has provid ctor if appro hts over the to limited tru nts from finana1 institutions y for the development of the Project e to the Executive Director. The a �2 s or equity investment terms. to t� /Ale of whether the Loan ction o 'e Project and the amount of quity (as hereinafter defined) ned). Prod I Eduity Evi ence reasonably satisfactory to the Executive ufficequity avail/to meet the equity requirement of the Loan Equ ,' ). The lin 'item budget for the Project reflecting all hard and Developer in connection with the Project (the "Budget"). an C tments, the Budget shall be deemed approved by the by the/ enders as reflected in the Loan Commitments. 13.1.5 project Schedule. The detailed project schedule for the construction of the Project (thG oject chedule"). The Project Schedule must reflect that Developer will achieve Completion he Completion Date. The Executive Director will approve the Project Schedule if same has b approved by the Lenders as reflected in the Loan Commitments and/or if the Project Schedule reflects that Developer will achieve Completion prior to the Completion Date. 13.2 Approval Required by Section 13.1. If the Executive Director fails to provide its approval or its disapproval, to items submitted to the Executive Director in accordance with Section 13.1, within fifteen (15) days from receipt of a request for approval from Developer, the item shall be deemed approved. If the Executive Director disapproves any item, the Executive 12 #520736968 v4 EXHIBIT "A" Director shall describe in its disapproval notice the reason for such disapproval with reasonable specificity. 14. MINORITY AND WOMEN'S PARTICIPATION AND EQUAL EMPLOYMENT OPPORTUNITY. 14.1 Minority and Women Participation and Equal Opportunity. In connection with the Project, Developer agrees that it and its general contractor will: 14.1.1 Take definitive action in the recruitme and retain minority and female contractors and subcontractors; yertising and to attract 14.1.2 Provide a reasonable opportunii the° ° fitment, advertising and hiring of professionals, contractors and subcontractors re . ding within ''�Zedevelo ment Area and within the City of Miami; 14.1.3 Take reasonable deft jn e action retaining em of race, color, place of birth, religion, nationa or r sex, marital status disability status; 14.1.4 Maintain • able principles i upgrading, transfer, layoff, termination sation and privileges of employment; 14 1 5 Monitor and reliw pens' opportunities are being p , 1J a � / all employee egardless national origin, sex, a > maritaa i s, veterans }d disability P0S j1/onspicuous p for employment, notices in �� discriminate=o// I of this /regardless eterans and recruitment advertising, hiring, h ; terms, conditions and 'ractices to guarantee that equal ace, color, place of birth, religion, status; ees, availability to employees and applicants he Executive Director, setting forth the non - alit t iions and advertisements for employment placed by or on behal'4/ % eveloper stay'`' employment �j �t all a 'cants will receive consideration for em to ment without regard to r reed color o tional origin. Yam' With " spect to the Project, Developer acknowledges and agrees that '. Developer, the Gel-�'' C`'tractor and all other Contractors are required to comply with the following Miami -Da c 'aunty ordinances contained in the Miami -Dade County Code, as same may be amended, (the/ Code") as if expressly applicable to entities: 14.2.1 Small Business Enterprises (Section 2-8.1.1.1 of the Code); 14.2.2 Community Business Enterprises (Section 2-10.4.01 of the Code); 14.2.3 Community Small Business Enterprises (Section 10-33.02 of the Code); and 13 #520736968 v4 EXHIBIT "A" the County Mayor of the BE measures applicable to such design a Mayor shall establish the applicable goals for the Project upon re SBD ("Applicable Measures"). Developer shall include the construction documents, as applicable and shall adhere to tho contracts and construction contracts, including the Con Project, Developer shall incorporate in all design and provisions contained in the Code with respect Developer agrees to include in construction 'moo requirements against SBE entities that are not custom impose a financial burden that intentionally impact S Developer shall require that it Genera Contractor sha clearinghouse, Employ Miami -Dade Re� , and Employ through CareerSource to recruit workers to $�� positions fo Developer shall comply with the SBE requfine General Contractor to include Workforce Pro Developer shall be applica avoidance of doubt, thigate thapplies to owned by the Coun For the avoidance of do was owned by the Coun compliance ////////////// Code). 14.2.4 Conflict of Interest and Ethics Ordinance (Section 2-11.1 of the 14.2.5 Living Wage Ordinance (Section 2-8.9 of the Code). 14.3 Prior to entering into any design or construction contracts for the Project, and prior to the authorization of any design or construction package, Developer shall deliver the proposed contract and design and construction package to the Small Business Division of the Internal Services Department of the County ("SBD") for a determination and recommendation to /' �6rLstruction. The County of the recommendation of Ze Measures in design and Measures in all design o ment contrac E entities. With res ' With respect to the prompt payment o the Project s a p 'bition against osing any 4se required b aw, or which agrees approved Dollars ($15 16. CONTR Closing Deve e Executive 00) to be CL es. With respect to the Project a minimum use SBD's hiring Dade Project - all available • laborers for the Project. e Projec Developer shall require the gi lfY i fn all subcontractor agreements. onetary 7fl alty pursuant to the Code. For the project to the same extent as if the Project was shall provide '1, e Executive Director evidence of compliance. on 14 applies t4 e Project to the same extent as if the Project • h � rovide the Executive Director evidence of j CAL ORGANIZATION. Developer covenants and 'e a financial contribution to a local business organization ctor fn the amount of One Hundred Fifty Thousand and No/100 within the time frame approved by the Executive Director. Developer acknowledges that the interlocal agreement with Miami - Dade County requireEOPW CRA to "clawback" from Developer funds contributed by the SEOPW CRA to the PrJ ect if Developer breaches the terms of this Agreement. The SEOPW CRA is contributing the bond proceeds in the amount of Fifteen Million and No/100 Dollars ($15,000,000.00) and the fair market value of the land, in the amount of Six Million and No/100 Dollars ($6,000,000.00) or a total of Twenty One Million and No/100 Dollars ($21,000,000.00). In the event that Developer breaches the terms of the Housing Covenant, as reflected in the reports submitted by Developer, with respect to each unit which is not in compliance with the terms of the Housing Covenant Developer during any year, Developer shall pay to the SEOPW CRA Fifty 14 #520736968 v4 EXHIBIT "A" Thousand and No/100 Dollars ($50,000.00) to claw back from Developer a portion of such funds resulting from Developer breach. This provision shall be incorporated into the Housing Covenant. 17. SEOPW CRA CONDITIONS PRECEDENT. 17.1 The obligations of the SEOPW CRA to close the transaction contemplated by this Agreement with respect to the Project is subject to the satisfaction or waiver of the following conditions precedent (the "SEOPW CRA Conditions Precedent"): 17.1.1 The Executive Director shall have app Section 7.2 of this Agreement or the Plans shall have been deeme Section 7.2 of this Agreement. the Plans pursuant to proved in accordance with 17.1.2 The Executive Director save apj d the Construction Contract pursuant to Section 13.1.1 of this Agreement o 'op Aruction ct shall have been deemed approved pursuant to Section 13.2 of this Aement. 17.1.3 The Executive Direct° 11 hav G nproved the P , ect Schedule pursuant to Section 13.1.5 of this Agreement or the chec'cite shall have been deemed approved pursuant to Section 13.2 of this Agreement. 17.1.4 The Execut pursuant to Section 13.1.2 of this Agreeme approved pursuant to Section 13.2 of this Ag'Semen Section 13.1.3 of this Section 13.2 of this/ sufficient 13.1.3 0 Agre construction or the Develope to the reasonable sa or shall have/% ° - n Commi 17/// " ""j xecutive D'`'tor shall h ` 'e approved the Budget pursuant to the Budget/hall have been deemed approved pursuant to %/ or shall have confirmed that Developer has ementse construction of the Project pursuant to Section ave been deemed approved pursuant to Section 13.2 of this the Loan Commitments s shall have been deemed e Lefders under the Loan Commitment are prepared to close the �o the Project in accordance with terms of the Loan Commitments equity to meet the requirements for the construction of the Project of the Executive Director. .1.8 Developer has obtained a building permit for the Project to enable Developer to construct the Project in accordance with the Plans, or provided the Executive Director with evidence that the Building Permit for the construction of the Project in accordance with the Plans is ready to be issued subject only to the payment of the Building Permit fees and impact fees. 17.1.9 Developer and the Executive Director have agreed on the form of the Restrictive Covenant and Housing Covenant. 15 #520736968 v4 EXHIBIT "A" 17.1.10 The Executive Director and the Lenders have agreed to the terms of a funding agreement (the "Funding Agreement") for the disbursement of the Fifteen Million and No/100 Dollars ($15,000,000.00) bond proceeds for use in connection with the Project which bond proceeds are to be disbursed solely to pay hard costs with respect to the Project and which bond proceeds are to be disbursed on a pro rata basis as other funds advanced by the Lenders during construction of the Project. 17.2 In the event the SEOPW CRA Conditions Precedent are not satisfied or waived by the SEOPW CRA on or before the thirty-two (32) months fro the Effective Date, then the SEOPW CRA may either (i) terminate this Agreement in which /tow Agent shall deliver the Deposit to the SEOPW CRA, as liquidated damages, and the P es shall be released from all further obligations under this Agreement except for the obli at er this Agreement which expressly survive the termination, or a waive the condition d proc accordance with this Agreement. 18. CLOSING DATE. %/ ',, 0% 18.1 Closing. The closing of the trans n (t , osing) conte r plated by this Agreement shall occur on the earlier of the following (thhJ,� sing Date") (a) ten (10) days after all the SEOPW CRA Conditions Precent to closing have !pn either satisfied or waived by the 4te, time being of the essence. SEOPW CRA Conditions SEOPW CRA or (b) thirty-two (32) mo " om the Effecti „ On the Closing Date the following shal � �� %�;ovided all o Precedent have been satisfied or waived: deliver to Developer a 18.1//,;EOPW CRAiieries. Tl1/ OPW CRA shall execute and Exhibit "E" (the "Deed") convey b e by the S eement. yt 1 A spe arranty deed in the form of the attached certified copy of the resolution authorizing the he execution and delivery of the documents contemplated 1.1.3 '8.1.1.4 A No Lien and Possession Affidavit. A FIRPTA Affidavit. 18.1.1.5 A restrictive covenant in the form of the attached Exhibit "F" (the "Restlictive Covenant"). 18.1.1.6 A housing restrictive covenant in the form of the attached Exhibit "G" (the "Housing Covenant"). 18.1.1.7 18.1.1.8 reasonably request. A Funding Agreement. Such other documents as the title company may 16 #520736968 v4 EXHIBIT "A" 18.2 Developer Deliveries. Developer shall deliver to the SEOPW CRA or cause to be delivered to the SEOPW CRA at Closing: 18.2.1 The Purchase Price, subject to adjustments and prorations. 18.2.2 Restrictive Covenant executed by the Developer. 18.2.3 Evidence of authority to close the transaction and execute and deliver the appropriate closing documents. 18.2.4 A guaranty (the "Guaranty") of )uien free completion of the ' Project in the form of Exhibit "H" attached executed by De Michael Wohl Stephen Blumenthal, Victor Brown and David Brown (collectively the uar"r ). 18.2.5 Housing Covenant execu veloper. 18.2.6 A Funding Agreeme ecuted bathe Lenders afJ%eloper. 18.2.7 Such other documents as�i i% 18.3 Recording Costs. T documentary st , l'r x Deed and the cost for recording the Deed ' Restrictive Co Each Party shall bear the cost of the fees o i t , espective a and the cost of their own respective performance un °� , Agree and Prorati�_�: !Ad valor real estate taxes and assessments ny, shall be orated as of the Closing Date. ompany may reasonably request. 18.4 Ad' and other taxes and ass 18.5 the Property to Developer 1 // RF % 19.1 The m P J Iession. On th ising Date the SEOPW CRA shall provide and surtax to be affixed to the shall be paid by Developer. s and other professionals 's in possession. OF SEOPW CRA. makes the following representations: e% 19 1 1 e SEOPW CRA is duly organized and validly existing under the laws of the State Florida 1 has full power and capacity to own its properties, to carry on its business as prese trit,ond ed by the SEOPW CRA, and to perform its obligations under this Agreement. 19.1.2 The SEOPW CRA's execution, delivery and performance of this Agreement have been duly authorized by all necessary legal actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which the SEOPW CRA is a party or by which the SEOPW CRA or SEOPW CRA's property may be bound or affected, except for such approvals required by this Agreement. 19.1.3 This Agreement constitutes the valid and binding obligation of the SEOPW CRA, enforceable against the SEOPW CRA, and its successors and assigns, in 17 #520736968 v4 EXHIBIT "A" accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 19.1.4 The SEOPW CRA is not a party to any outstanding contracts or options to purchase the Property or any portion thereof in favor of any third party. No person, corporation or other entity has or on the Closing Date shall have any right or option to purchase the Property or any portion of the Property. 19.1.5 The SEOPW CRA will not take any ac ion to affect title to the Property prior to the conveyance of the Property to Developer cons Ltd in this Agreement, including, without limitation, executing any leases or agreements at are not terminable upon thirty (30) days written notice with no penalty. 19.2 Survival of Representations. All of rpresensa set forth in this Agreement shall be true upon the execu,�, � g p ��shis Agreem be repeated as of the Closing Date and shall b e as of the Closi representations, warranties and agreements of the , OW CR et forth in not survive the Closing. 20. DEVELOPER'S REPRESENTATIONS. follows: 20.1 Developer makes t 20.1.1 existing under the laws/ Property, to carry o contemplated by thi agreemen organiz Chaj eveloper is a lif e of Florid and have of the SEOPW CRA all be deemed to n te. All of the thishment shall ng represer�"5/to the SEOPW CRA as 'pany duly organized and validly power and capacity to own the s presently onducted, and to enter into the transactions er's articles of organization and operating "I" (Li "Organizational Documents"). Developer's embers, are attached as Exhibit "J" (the "Organizational eveloper's execution, delivery and performance of this Agreement has been duly j rued by ' necessary company actions and does not, and shall not, conflict with or constitut / fault er any indenture, agreement or instrument to which it is a party or by which it may be affected. 0.1.4 This Agreement constitutes the valid and binding obligation of Developer, enforceable against Developer and its successors and assigns, in accordance with its respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 20.2 Survival of Representations. All of the representations of Developer set forth in this Agreement shall be true upon the execution of this Agreement, shall be deemed to be repeated as of the Closing Date and shall be true as of the Closing Date. All of the representations, 18 #520736968 v4 EXHIBIT "A" warranties and agreements of Developer set forth in this Agreement shall survive the Closing for a period of two (2) years. 21. DEFAULT. 21.1 Failure to Perform. 21.1.1 If the SEOPW CRA Conditions Precedent have not been satisfied, deemed satisfied or waived on or before thirty-six (36) months from the Effective Date, Developer shall be in default under this Agreement and the SEOPW CRA may which event the Escrow Agent shall deliver the Deposit to the SEO and the Parties will be relieved from any further obligations un obligations that expressly survive the termination. 21.1.2 In the event the SEOP misrepresentations by Developer set forth in Sectio Developer fails to cure such breach within fiftee the SEOPW CRA delivered pursuant to Section17, I3 EOP remedy, may terminate this Agreement, in which event t to the SEOPW CRA as liquidated damages, and the PaiT1f j obligations under this Agreement except, ifi e obligations th 21.1.3 In the event this Agreement not addressed in Section 1 written notice of default f CRA may pursue all re result of such breach 21.2 In t is not cured w of Develo_,,_, Agree fin which whey the Parties sh for the oions that exp enforce the ��' of this Ag SEOPW CRA " w or in e CRA conveys the event Developer ma a result of the remedy n (10) as it the e SEOPW C able at law ate this Agreement in CRA as liquidated damages Agreement except for the becomes ; of any material of this Agreement pry o Closing, and days of jts receipt of w otice from RA, as its so l / nd exclusive w Agent shall deliver the Deposit hall be released from all further essly survive termination. aches any er terms and provisions of %wed within thirty (30) days of veresuant to Section 18, the SEOPW in equity, l ncluding specific performance, as a efault by t SEOPW CRA under this Agreement which "l from Developer, without any default on the part and exc us(ve remedy, shall be entitled to (i) terminate this t A ent shall promptly return the Deposit to Developer, relear' ��rom all further obligations under this Agreement except y su e the termination, or (ii) sue for specific performance to ent. Developer waives any other remedies it may have against the as a result of a breach of this Agreement except if the SEOPW another party prior to the termination of this Agreement, in which e all remedies available at law or in equity as a result of such breach as specific performance not being available. 22. BROKERS. The Parties each represent and warrant to the other that there are no real estate broker(s), salesman (salesmen) or finder(s) involved in this transaction. If a claim for commissions in connection with this transaction is made by any broker, salesman or finder claiming to have dealt through or on behalf of one of the Parties ("Indemnitor"), Indemnitor shall indemnify, defend and hold harmless the other Party under this Agreement ("Indemnitee"), and Indemnitee's officers, directors, agents and representatives, from and against all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorney's fees and 19 #520736968 v4 EXHIBIT "A" court costs at trial and all appellate levels) with respect to said claim for commissions. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Section shall survive the Closing. 23. ASSIGNABILITY. Prior to Completion, this Agreement may not be assigned without the approval of the SEOPW CRA, which approval may be granted or withheld by the SEOPW CRA, in its sole discretion. Notwithstanding the foregoing, Developer may collaterally assign its interest in this Agreement to a lender in connection with financing for the Project. For purposes of this Agreement, assignment shall also include the as nment of any of the membership interests in Developer provided Coral Rock Developorp., or its affiliates control the managing Member of Developer and maintains contro make all major decisions on behalf of Developer and the community development corpor ,'� which St. Agnes Church Community Development Corporation is a member maint ' ,s a m m interest of twenty percent (20%). 24. ADDITIONAL CONSIDERATION eveloper has agreed tthe event the Project is sold within ten (10) years of the Closip , Deve er shall pay th' the/ CRA five percent (5%) of the proceeds from the sale (after , ent'Commissions, pr ation of taxes and closing cost expenses). Such payment shall be madeen (10) days of the closing of the sale of the Project. fie 25. NOTICES. Any notices re mitted to' yn under this Agreement shall be in writing and shall be deemed to save �,� ven if de , ered by hand, by overnight delivery service such as FedEx or mailed by rtifi =o mail, return receipt requested, in a postage prepaid envenve L addressed a sows: If to Developer: With a co CORAL Bi 1450 Miam If to SEOPW CRA: PAR TERS, LLC ( ed Representative oulevard, #1160 Esq. Baena Price & Axelrod LLP 1 Avenue, 23rd Floor 33131 SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: James D. McQueen, Executive Director 819 NW 2nd Avenue, 3rd Floor Miami, FL 33136 20 #520736968 v4 EXHIBIT "A" With a copy to: William R. Bloom, Esq. Holland & Knight, LLP Suite 3300 701 Brickell Avenue Miami, FL 33131 And with a copy to: Vincent T. Brown, Esq. Southeast Overtown/Park West Community Redevelopment Agency 819 NW 2nd Avenue 3rd Floor Miami, FL 33136 Notices hand delivered shall be deemed given on the date and notices mailed in accordance with t'„ J oregoing, shall b return receipt is executed or the date deli 7 refused. 26. CHALLENGES. Developer 'r cno have no liability whatsoever to Developer in c ne o this Agrc waives and"!% in connectidit w with any such challenge by a third party and legal proceii(gs against the SEOPW CRA in connection SEOPW CRA's right to Agreement and Deve whatsoever, now or, covenants and agrees no with any such challenges t contained i (a) as t g ' fraud, CRA %G o comply wi very or the date delivery is refused q; ned delivered upon the date the 9 nd agrefthat the SEOPW CRA shall /challenge by a third party to the ent and ransaction contemplated by this eases the SEOPW CRA from any liability third parties; provided, however, that nothing shall imed, a limitation or waiver of Developer's rights other illegal, or tortious acts committed by the SEOPW p,r (c) to enforce any rights or remedies pursuant to this 27. ' IBC.. CELLAN US. 27.1 laws of the State of Miami -Dade County, 'greement shall be construed and governed in accordance with the aa without application of conflict of law principles. Venue shall be in onda. The Parties have participated fully in the negotiation and preparation of this Agreement, and, accordingly, this Agreement shall not be more strictly construed against any one of the Parties. 27.2 In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 21 #520736968 v4 EXHIBIT "A" 27.3 In the event of any litigation between the Parties under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. 27.4 In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and section headings shall be disregarded. 27.5 All of the exhibits attached to this Agreement are corporated in, and made a part of, this Agreement. 27.6 Time shall be of the essence for each and �°;> ovision of this Agreement. ///�/////ice,,, County. 27.7 This Agreement may not be recorde 27.8 Developer acknowledges a any tax increment funds generated by the Project. D increment funds generated by the Project. 27.9 The term "day" expressly provided otherwise to refer to a ,. than a Saturday or Sunday upon which it County, Florida. 28. ENTIRE understanding betwee are no other agreent This Agreement may no by the Parry a whom e binding up ',And jj ESCRO terms he fter set forth: this Agreement. n sae Publi 4 ;? ords of Miami -Dade ees that er w eveloper shall"entitled to s any claims re rding the tax be understood / j fer to a calendar day, unless s" day, whic n sed, refers to a day other s are ope business in Miami -Dade ENT. This eement c stitutes the entire agreement and th respect the subject matter of this Agreement and there ons or warra% es other than as set forth in this Agreement. ered or mo ed except by an instrument in writing signed nge would be sought. This Agreement shall be spective s cessors and permitted assigns. eposit shall be held by Escrow Agent in trust, on the w Agent shall deliver the Deposit in accordance with the terms of 29.2 f fps agreed that the duties of the Escrow Agent are only as herein specifically provided and purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. The SEOPW CRA and Developer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder. 29.3 The Escrow Agent is acting as stakeholder only with respect to the Deposit. If there is any valid dispute as to whether the Escrow Agent is obligated to deliver the Deposit, the Escrow Agent shall not make any delivery, but in such event, the Escrow Agent shall hold same 22 #520736968 v4 EXHIBIT "A" until receipt by it of an authorization in writing, signed by all parties having interest in such dispute, directing the disposition of same; or in the absence of such authorization, the Escrow Agent shall hold the Deposit until final determination of the rights of the parties in the appropriate proceedings. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days of written notice to the Escrow Agent of the existence of a dispute with respect to the Deposit and diligently continued, the Escrow Agent may bring an appropriate action or proceeding to interplead the Deposit. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by the Party determined not to be entitled to th p eposit. Upon making delivery of the Deposit, the Escrow Agent shall have no further t( unless such delivery constituted willful misconduct or gross negligence. Developer owledges that the Escrow Agent is counsel to the SEOPW CRA, and can represent the S A hereunder in the event i� of any dispute hereunder, concerning the Deposit, and Dev per w /) any right to object to same. 29.4 The provisions of this Sect29 shall survive the Agreement. [SIGNATURE PAGES TO OW] 23 n of this #520736968 v4 EXHIBIT "A" The Parties have executed this Agreement as of the Effective Date. DEVELOPER: CORAL ROCK ST. AGNES PARTNERS, LLC, a Florida limited liability company By: Michael Wohl, Authorized Representative SEOPW CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356 Florida Statutes By: James D. McQueen, Executive Directo Approved for legal sufficiency By: William R. Holland & Knig Special Counsel to // 24 #520736968 v4 EXHIBIT "A" SCHEDULE OF EXHIBITS A. Legal Description B. Insurance Requirements C. Permitted Exceptions D. Original Conceptual Design Documents E. Deed F. Restrictive Covenant G. Housing Covenant H. Guaranty of Completion I. Organizational Documents of Developer J. Organizational Chart of Developer 25 #520736968 v4 EXHIBIT "A" EXHIBIT A Legal Description Lots 4, 5, 6, and 7 less the North 29 feet of Lot 7, Block 10, SOST'S SUBDIVISION, according to the Plat thereof, recorded in Plat Book "B", at Page 27 of the Public Records of Miami -Dade County, Florida. #520736968 v4 EXHIBIT "A" EXHIBIT B INSURANCE REQUIREMENTS Commercial General Liability (Primary & Non Contributory) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations Aggregate $ 2,000,000 Personal and Advertising Injury $1,000,000 B. Coverage/Endorsements Required City of Miami and Southeast Ove Agency as an Additional Insured ( Contractual Liability Premises & Operations Liability Explosion, Collapse and Undergni azard IL Business Automobile Liability A. Limits o'f/Bodil Injury a oP ama e LiaNitY Combined S l �jimit l / Any Auto/Owne os/S , duled Includin Hired, Bo e, Anr Autos Y rft /i$ ,` n/Park �'�" ?Vest Commum ;� �� development 0 11/8 r its equivalent �H equl of Miam & Southeast Overtown/Park West Community Redevelopment ncy listed an additional insured III. Worker's C ne tion Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee 27 #520736968 v4 EXHIBIT "A" IV. V. $1,000,000 for bodily injury caused by disease, policy limit Umbrella Policy/Excess Liability (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $3,000,000 Aggregate $3,000,000 B. Endorsements Required City of Miami & Southeast Overtown/Park Agency listed as an additional insured Owner's & Contractor's Protective Liabili Required only in the event that the CGL policy VI. Limits of Liability Each Occurrence Policy Aggregate City of Miami and Southea Agency as Named Insured Builders' Risk Causes of L °�f mplete Valuation: epl $k nt C Deductible: $25 um ind A. OO,Limit/Value %oca munity Redevelopment a P P "per roJ ect $1,000,000 1,000,000 k Wes" ommunity Redevelopment ue Builders isk Form utheast Overtown/Park West Community Redevelopment al Insured or Site - Full Replacement B. age Ex t '"' lions as provided by insurer The above policies 1 "provide the City of Miami and Southeast Overtown/Park West Community Redevel ment Agency with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: 28 #520736968 v4 EXHIBIT "A" The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 29 #520736968 v4 EXHIBIT "A" EXHIBIT C Additional Permitted Exceptions 1 Housing Covenant. 2. Restrictive Covenant. 3. Restrictions and easements contain in any recorded plat. 4. Utility easements of record. 5. Notification of Extension to Previously Approved recorded in Official Records Book 26557, at Page 217 at Page 223 of the Public Records of Miami -Da 30 of Regional Impact Records Book 26557, #520736968 v4 EXHIBIT "A" EXHIBIT D Original Conceptional Design Document (Insert from Proposal) 31 #520736968 v4 EXHIBIT "A" good and valuable consid Grantor hereby grants,,, in Miami -Dade Cou or in a T TC EXHIBIT E THIS INSTRUMENT WAS PREPARED BY: William R. Bloom, Esquire Holland & Knight LLP 701 Brickell Ave., Suite 3300 Miami, Florida 33131 SPECIAL WARRANTY DEED THIS DEED, made this day of OVERTOWN/PARK WEST COMMUNITY REDEV agency and body corporate created pursuant to Section CORAL ROCK ST. AGNES PARTNERS, L ("Grantee"). Wherever used herein, the terms "Grantor" and heirs, legal representatives, assigns of individuals, and the wherever the context so admits or requite PM ,'Florida a Florida limite WIT1,ETH: THAT, for and in consideration of the e receipt anc' sells unto (` Property") (gains; lorida [Insert final ay appertain AVE AND T 17/ ficiency o ntee, the tetween SOUTHEAST GENCY, a public es ("Grantor") and ity company / /snail include sing lar and plural, essors and assigns of corporations, 100 Dollars ($10.00), and other hich is acknowledged by Grantor, ollowing described property located ements, hereditaments and appurtenances thereto belonging LD tsame unto Grantee in fee simple, forever. THIS / 1S SUBJECT TO: 1. Taxe 2. Zonin/and other governmental restrictions; EYANC sessments for the year 202 and subsequent years; 3. Terms and provisions of the Restrictive Covenant between Grantor and Grantee to be recorded simultaneously with this deed. 4. Covenant. 5. Housing Covenant. 32 #520736968 v4 EXHIBIT "A" TO HAVE AND TO HOLD, the same in fee simple forever. AND Grantor has good right and lawful authority to sell and convey the property, the Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons claiming by, through and under Grantor and none other. SIGNATURES FOLLOW ON NEXT PAGE 33 #520736968 v4 EXHIBIT "A" IN WITNESS WHEREOF, Grantor has caused this special warranty deed to be executed as of the day and year first above written. Signed, sealed and delivered in our presence: WITNESSES: Name: Address: GRANTOR: SOUTHEAST OVE 2TOWN/PARK WEST COMMU REDEVELOP NT AGENCY, a public agency and orate created pursuant to Section! °' 3.35 f rida Statutes Name: By: Address: Name: James D. Mc' Title: ecutive Direc Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP Special Counsel to the SEOPW CRA STATE OF CO OF MIAMI-1 appearance o D. McQueen, COMMUNITY R pursuant to Section 1 to me or has produced' egoing instr nline nota j Execu nt \(as acknowledged before me be means of ❑ personal ation this day of , 202, by James e Director of SOUTHEAST OVERTOWN/PARK WEST PMENT AGENCY, a public agency and body corporate created 6 Florida Statutes, on behalf of the Agency, who is personally known as identification. Notary Public, State of Florida My Commission Expires: 34 #520736968 v4 EXHIBIT "A" EXHIBIT F Restrictive Covenant The parties shall negotiate the terms of the Restrictive Covenant prior to the end of the Inspection Period. The Restrictive Covenant shall incorporate the housing restrictions described in the Proposal and the Project description and the following provisions of the Development Agreement which survive the Closing Date: 1. Section 9.6 requiring Project to be developed substantially in % ance with the Plans. 2. Section 12.1 requiring Developer to comply with the "'' encement of Construction Deadline and Completion Deadline. 3. Section 12.2 requiring the Payment and Perform%"%od. 4. Section 14.1 regarding equal opportunity. ///////%j// // � 5. Section 14.2 regarding small business and Sectio`4. �� �a�i �ing ApplicaMeasures. 6. Section 15 regarding contribution r its local comm - organization. 7 Section 23 regarding transfers. 8. Section 24 regarding additional consid a 35 #520736968 v4 EXHIBIT "A" EXHIBIT G Housing Covenant To be agreed upon prior to the end of the Inspection Period. 36 #520736968 v4 EXHIBIT "A" EXHIBIT H GUARANTY OF COMPLETION THIS GUARANTY OF COMPLETION (the "Guaranty") is executed and delivered, jointly and severally, as of the day of , 20 by (the "Guarantor") in favor of SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statute (the "SEOPW CRA"). WITNESSETH: A. On or about the date hereof, the SEOPW CRA nve (the "Deve o er'�� the prod" described on Exhibit "A" attached hereto and made a part hereof (the "Prope %� pursuant to�4f,, s and conditions of that Development Agreement dated as of 2017, by and be/�'" p t< � Develo er and the SEOPW CRA as same has been and/or may b ded froj time to time (t elo p � ment Agreement"). All terms not otherwise defined here % all h he meanings forth in the Development Agreement. B. Guarantor will benefit fr ,„the Agreement (the "Transaction"). C. The SEOPW CRA would no Agreement unless Guaranto accordance with the Pla NOW, THE Developer pursuant to SEOPW CRA ing in and for o acknow agreemen irrevocably Obligations"): ansaction omplated by the Development seonJ eed to unco1 roject Sche j alual% Onsidera reby,ocably covenants, warrants and agrees as follows: y pursuant to the Development completion of the Project in ' ding a provision in the Development Agreement or in any other d in connection therewith, Guarantor hereby unconditionally and EOPW CRA the following (collectively, the "Guaranties A sideration of % SEOPW CRA's conveying the Property to Agreeme which it is acknowledged and agreed that as an inducement to SEOPW CRA to do so, he receipt and sufficiency of which are hereby a. hundred percent (100%) lien free completion of the Project in accordance with the Development Agreement and substantially in accordance with the Plans, as evidenced by (i) the issuance of a final certificate of occupancy (or the equivalent) by the proper governmental authority as to the Project to be constructed on the Property; and (ii) the delivery by the design/supervising architect of a certificate of completion of the Project substantially in accordance with the Plans approved by SEOPW CRA. Completion of the Project shall include, but not be limited to completion of grading, landscaping, all necessary and appropriate utilities, streets, sidewalks, drainage and all on -site and off -site improvements, all as reflected on the Plans; and 37 #520736968 v4 EXHIBIT "A" b. Full and punctual payment and discharge of all costs and expenses of any nature relating to the construction and the completion of the Project as the same become due and payable, and payment and discharge of all claims and demands for labor and/or materials used in the construction and the completion of the Project substantially in accordance with the Plans which are or, if unpaid, may become liens, claims or encumbrances on the Property. c. To perform, complete and pay for the construction of the Project within the time period allotted therefor in the Project Schedule (as same may be amended, modified and/or extended in accordance with the terms of the Development Agreeme or pursuant to a written agreement by the SEOPW CRA and Developer) and to pay all h and expenses of said construction and completion of the Project in accordance with th ans and all costs associated therewith. d. In the event any mechanic's or mate attach, with respect to the Property, to cause the remo against the consequences of their possible foreclosu actual knowledge of the filing of such liens; all%%% i ects and engineers employed by e. To pay the costs and fees of Developer in connection with the Project; and f. To pay within fifte costs and expenses, including reasonable a this Guaranty, subject to the terms of Section � � a s liens 7'§uch liens o hin thirty (30) days s of writte nd costs, d be filed, or should sting of security irantor having nd all of SEOPW CRA's :'Furred in the enforcement of 2. Guarantoj %e1/cknowledge and conses to the Plans, the disbursement schedule of the Lend,/ (any, an / e other termnd conditions of the Development Agreement and related docum rning t construction „ Project. 3.aarantor he action o with re ct to the De brin' ° action again by reasoti� his Guaranty whether waji' by SEOPW other remedies ,able to legal or equitable / dy w requirements that SEOPW CRA institute any uity, against Developer or against any other party or parties me t or any related document as a condition precedent to aranto this Guaranty. All remedies afforded to SEOPW CRA sepae and cumulative remedies and no one of such remedies, or not, shall be deemed to be an exclusion of any one of the PW CRA and shall not in any way limit or prejudice any other h SEOPW CRA may have. 4. Guaran 'further agrees that Guarantor shall not be released from any obligations hereunder by reason Of any amendment to or alteration of the terms and conditions of the Development Agreement or of any related document, nor shall Guarantor's obligations hereunder be altered or impaired by any delay by SEOPW CRA in enforcing the terms and obligations of the Development Agreement by any waiver of any default by SEOPW CRA under the Development Agreement or any related document, it being the intention that Guarantor shall remain fully liable hereunder, notwithstanding any such event. 5. 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 38 #520736968 v4 EXHIBIT "A" taking, exchanging, surrender or release of other security therefor or the release or compromise of any liability of any party shall affect the liability of or in any manner release the Guarantor, 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. 6. That until the Project is fully erected, equipped and completed as aforesaid, and until each and all of the terms, covenants and conditions of this Guaranty are fully performed, Guarantor 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 Guarantor, or , reason of any waiver, extension, modification, forbearance or delay by SEOPW CRA, an 'tor hereby expressly waives and surrenders any defense to Guarantor's liability her der based upon any of the %a, foregoing acts, things, agreements or waivers. Guarantor shall�� tically released from this Guaranty upon the satisfaction of the Guarantied Obliga s, �'wi�� any further need for J SEOPW CRA to execute a release instrument (though, '�a�CRA s �� promptly deliver the original of this Guaranty to Guarantor). 7. Except as otherwise set forth her OPW A shall not be 'ed to give any notice to Guarantor hereunder in order to preserve for % �QPW CRA's pj,'' is hereunder (including, without limitation, notice of any default un4� .r amendment to the Development Agreement), any such notice being expre/sly waived by Gu 8. This Guaranty is assignabl 1! »>, W CRA, butte"""' `on and to the assignee of � , q/� g the SEOPW CRA's rights under the Develo en �'' ent. This' uaranty shall bind the heirs, devisees, personal representatives, successor% nd,f/arties hereto and shall inure to the benefit of any permitte ssor or assigp ! EOPW 9. This my sha n all respect be governed by and construed in accordance with the laws of he , e of 1orida, include y%/ ll matters of construction, validity and performance. l0i/�/, n t '�/ than rovision of this Guaranty is held to be void or unenforceable, all oth,rovisions sha ain ut to and be enforceable. 1�i In the event y liti 'ion between the parties under this Guaranty, the prevailing party shall�itled to reas?ble attorneys fees and court costs at all trial and appellate levels and in any ban pjcy proceangs. 12. Exce� ""erwise set forth herein, Guarantor hereby waives notice of acceptance of this Guaranty by S W 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 Developer and SEOPW CRA or any statute or rule of law, except only any notices expressly required hereunder. 13. Any notice, demand or request by SEOPW CRA to Guarantor or from Guarantor to SEOPW CRA shall be in writing and shall be deemed to have been duly given or made if either delivered personally or if mailed by certified or registered mail, addressed to the address set forth below (or at the correct address of any assignee of SEOPW CRA), except that mailed written notices shall not be deemed given or served until three days after the date of mailing thereof: 39 #520736968 v4 EXHIBIT "A" a. If to SEOPW CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: James D. McQueen, Executive Director 819 NW 2nd Avenue 3rd Floor Miami, FL 33136 b. If to Guarantor: //////% %% EACH OF SEOPW CRA GUARANTOR HE WAIVES THE RIG LITIGATION BASED WITH THIS GUARANT IN CONJ DEAL GUA VTOR, DEVE /O �NESS WHE first above wi 4ASON OF ICCEPT 'E OF THIS GUARANTY) AND WINGLY, OLUNTA ILY AND INTENTIONALLY Y HAVE T(A' TRIAL BY JURY IN RESPECT OF ANY R ARISING T OF, UNDER OR IN CONNECTION T CONTEMPLATED TO BE EXECUTED COURSE OF CONDUCT, COURSE OF THER VERBAL OR WRITTEN), OR ACTION OF CRA. arantor has executed this Guaranty as of the day and year Print Name: Print Name: By: Name: Title: 40 #520736968 v4 EXHIBIT "A" STATE OF FLORIDA ) ): ss. COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me ❑ in person or ❑ by online notarization this day of , 201 , by , as ,a personally known to me or has produced My commission expires: My commission number is: , on behalf of 41 as identification. of . He is #520736968 v4 EXHIBIT "A" EXHIBIT I Organization Documents of Developer 42 #520736968 v4 EXHIBIT "A" EXHIBIT J Organizational Chart of Developer 43 #520736968 v4