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HomeMy WebLinkAboutCRA-R-25-0073 Exhibit B _ Block 45 Development AgreementExhibit "B" Prepared By: William R. Bloom, Esq. Holland & Knight LLP Suite 3300 701 Brickell Avenue Miami, FL 33131 ATLANTIC SQUARE DEVELOPMENT AGREEMENT By and Between BLOCK 45, LLC and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY #517935072 v19 ATLANTIC SQUARE DEVELOPMENT AGREEMENT THIS ATLANTIC SQUARE DEVELOPMENT AGREEMENT (the "Agreement") is dated as of the day of , 2025 (the "Effective Date"), by and between BLOCK 45, 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. Southeast OvertownlPark West was designated as a community redevelopment area by Miami -Dade County, a political subdivision of the State of Florida (the "County") pursuant to that certain Intergovernmental Cooperation Agreement entered into between the County and the City of Miami (the "City"), dated as of March 30, 1983, ,as amended, on November 15, 1990 by the County and the City by Amendments to Interlocal Cooperations Agreement, as amended December 31, 2007 by the Global Agreement, as hereinafter defined, and as amended by amendment dated September 20, 2022 by and between the County, the City and the CRA(the Intergovernmental Cooperation Agreement, as amended, the "Interlocal Agreement"). A redevelopment plan was approved by the City and the County, as amended, (the "Redevelopment Plan") for the specified geographic area identified in the Interlocal Agreement (the "Redevelopment Area") with certain redevelopment authority granted by the County to the City for project implementation, including the obligation to establish a redevelopment trust fund (the "CRA Trust Fund"). The City assigned to the CRA the redevelopment authority granted by the County to the City. B. Atlantic Pacific Communities, LLC, as tenant, and Miami -Dade County, Florida, a political subdivision of the State of Florida (the "County"), as landlord, are parties to that certain Development of Block 45 at 152 NW 8th Street, Miami, FL Lease Agreement No. RFP-00700, dated July 15, 2019 (the "Lease") with respect to that certain real property located in Miami -Dade County, Florida, as more particularly described on Exhibit A attached hereto and made a part hereof (the "Property"). C. Atlantic Pacific Communities, LLC assigned all of its right, title and interest in the Lease to Developer. D. In accordance with the terms and provisions of the Lease, Developer commenced construction on the project consisting of 616 residential units (the "Residential Units") and approximately 24,000 square feet of commercial/retail space on the Property (collectively, the "Project") in accordance with the Construction Plans, as defined in the Lease. E. The CRA has agreed to provide certain economic incentives to Developer in exchange for Developer's agreement to a set aside (i) forty (40) affordable housing units and (ii) lease to the CRA approximately 4,000 square feet of the commercial/retail space at the Project, subject to the terms and conditions of this Agreement. NOW THEREFORE, for and in consideration of the $10.00 and other good and valuable consideration and of the covenants and agreements hereafter set forth, the parties agree as follows: 1 #517935072_v19 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by reference and made a part hereof. 2. RESIDENTIAL RENTAL HOUSING REQUIREMENTS. 2.1 Residential Housing Restrictions. The CRA and the Developer agree that (i) twelve (12) of the Residential Units ("Low Affordable Units"), consisting of four (4) one bedroom units which are not less than 631 square feet, four (4) two bedroom units which are not less than 923 square feet, and four (4) three bedroom units of not less than 1,114 square feet will be made available for individuals and/or families earning up to sixty percent (60%) of AMI ("Low Income Tenant") and (ii) twenty eight (28) of the Residential Units ("Middle Low Affordable Units"), consisting of eighteen (18) studio units which are not Less than 322 square feet, six (6) one bedroom units containing not less than 631 square feet, two (2) two bedroom units which are not less than 923 square feet and two (2) three bedroom units which are not less than 1,114 square feet will be made available for individuals and/or families earning up to eighty percent (80%) of AMI ("Middle Low Income Tenant"). The twelve (12) Low Affordable Units and twenty- eight (28) Middle Low Affordable Units (collectively, the "Affordable Units") will be equitably distributed throughout the Project such that no more than three (3) such units are located per residential floor. As used in this Agreement the term "AMI" means the then applicable median income for Miami -Dade County, including adjustments for family size, as published annually by the U.S. Department of Housing and Urban Development. For avoidance of doubt, as set forth in Section 8.5 of the Lease and consistent with the guidelines set forth in Section 3009 of the Housing and Economic Recovery Act of 2008, any determination of AMI shall not be less than the AMI determined for the calendar year preceding the calendar year for which such determination is made. 2.2 Residential Housing Restrictive Covenant. Simultaneously with the Effective Date, the Developer and the CRA shall execute a restrictive covenant in the form of Exhibit B attached hereto and made a part hereof (the "Residential Housing Restrictive Covenant") which shall govern the use and occupancy of the forty (40) Residential Units, described in Section 2.1(a) above. 2.3 Miami 21. The requirements of Section 2.1 and the Residential Housing Restrictive Covenant are separate from, and in addition to, any requirements that Developer may be required to comply with under Miami 21 of the City zoning code. 3. EMPLOYMENT. 3.1 Community Business Enterprise Payroll. Developer represents and warrants to the CRA that Developer has complied in all material respects with the commitments related to Small Business Enterprise (SBE), Minority Business Enterprise (MBE), Disadvantaged Business Enterprise (DBE), as required by the Lease and obtained the participation levels set forth on attached Exhibit C. Prior to the Effective Date, Developer has provided the executive director of the CRA (the "Executive Director") evidence of compliance with the participation levels set forth on Exhibit C, including'aI1 documentation with respect thereto furnished to the County as required by the Lease. 2 #517935072, v19 3.2 Responsible Wages. Developer represents and warrants to the CRA that Developer has complied with the terms of Section 4.21 of the Lease and paid all workers Responsible Wages and benefits in accordance with Section 2-11.16 of the Miami - Dade County Code with respect to the construction of the Project as of the Effective Date and that Developer shall pay Responsible Wages and benefit in accordance with Section 2-11.16 of the Miami -Dade County Code through completion of construction of the Project. Prior to the Effective Date, Developer has provided the Executive Director with evidence of compliance with Section 4.21 of the Lease regarding Responsible Wages including all documentation with respect thereto furnished to the County. 3.3 Participation Requirement. Developer has implemented policies to enhance participation by local skilled labor, local unskilled labor, and local subcontractor participation in the construction of the Project, including the Redevelopment Area. As of the Effective Date, Developer represents to the CRA that Exhibit C attached hereto accurately reflects such local participation. Prior to the Effective Date Developer has submitted to the Effective Director evidence that Exhibit C accurately reflects local participation. 3.4 Permanent Job Opportunities. The Developer shall broadly disseminate information regarding job opportunities at the Project for local residents and businesses within the Redevelopment Area post -construction, including newly generated trade and service -related jobs upon completion of the Project. Developer warrants that it hosted two (2) job fairs within the Redevelopment Area seeking candidates for permanent post -construction jobs within the Project. 4. LEASE OF COMMERCIAL SPACE. Contemporaneously with the execution of this Agreement, Developer will enter into a sublease with the CRA (the "CRA Sublease") in the form of Exhibit D attached hereto for approximately four thousand (4,000) square feet of the commercial/retail space in the Project (the "CRA Retail Space") identified on Exhibit E attached hereto. The base rental for the CRA Retail Space will be One Dollar ($1.00) for the term of the CRA Sublease, which will commence one hundred eighty (180) days after the execution of the CRA Sublease (the "Rent Commencement Date") and terminate on December 31, 2041, unless sooner terminated pursuant to the terms of the CRA Sublease. The CRA Sublease shall include the following terms: 4.1 The CRA Sublease shall reflect the intention of Developer and the CRA that the CRA shall sublease portions of the CRA Retail Space to businesses or residents of the Redevelopment Area. The Parties' intent is for the CRA Retail Space to be made available to subtenants that complement Historic Overtown's heritage and enhance the lives of Overtown residents (including residents of Atlantic Square), with an emphasis on small businesses that enhance Historic Overtown's "sense of place." Examples of businesses currently in the Redevelopment Area that meet this goal include Lil Greenhouse Grill and Red Rooster. All subtenants of the CRA shall be subject to the approval of the Developer, which approval shall not be unreasonably withheld or delayed and which approved shall be deemed granted if Developer does not respond within ten (10) business days. The Parties recognize, however, that pursuant to Section 4.1 of the Lease any use within the Project must be of "a level of quality and character ... that is similar to 3 #517935072219 comparable projects of this nature in Miami -Dade County, Florida," and the Developer shall have the right to reject any sublease that fails to achieve such standard. In addition to approval of the proposed subtenant .of the CRA, Developer shall have review and reasonable approval rights of the proposed use and buildout of the tenant improvement plans, all as more particularly described in the CRA Sublease. 4.2 The CRA Sublease shall be subject to any exclusivity restrictions applicable to the Project provided Developer provided written notice of the exclusivity restrictions as provided in the CRA Sublease. No exclusivity restrictions shall limit the rights of any permitted use under any CRA Sublease executed prior to the establishment of a new exclusivity provision by the Developer. The CRA shall not grant any exclusive rights to a particular use pursuant to any CRA Sublease, unless Developer in its sole discretion, agrees to the terms of the proposed exclusivity restrictions. 4.3 Developer will deliver the CRA Retail Space in "gray shell" condition (ready for tenant buildout) pursuant to the specifications set forth in Exhibit F. The CRA acknowledges that, as of the Effective Date of this Agreement, it has inspected the CRA Retail Space and confirmed that the Developer has completed its work and the CRA Retail Space is in "gray shell" condition. The CRA Retail Space will have access to use the grease trap at the location identified on attached Exhibit H, which grease trap shall be maintained by Developer. 4.4 As of the Rent Commencement Date, the CRA will be responsible for the operating expenses associated with the CRA Retail Space (which shall be separately metered or reasonably apportioned), including common area maintenance, security, real estate taxes, utilities, and insurance all as more particularly provided in the CRA Sublease ("Pass Through Expenses"). The CRA Sublease shall provide that the CRA shall pay as Pass Through Expenses, Five Thousand and no/100 ($5,000) monthly, which amount shall be adjusted each year after the first lease year to reflect increase in the consumer price index. 4.5 Hall or any portion of the CRA Retail Space remains vacant and not subject to a bona fide third -party lease (the "Vacated Space") for a period of eighteen (18) months or longer, Developer shall have the option to take back Vacated Space, and such Vacated Space shall be deleted from the CRA Sublease. The Developer will remit 75% of any base rent (i.e., rent payable by tenant not including common area maintenance charges and other pass throughs expenses) realized from the Vacated Space to the CRA, after deducting all expenses of leasing the vacant space (i.e. tenant improvement costs, leasing commissions and attorney fees incurred in negotiating the lease for Vacated Space). 5. INCENTIVE PAYMENTS. Subject to approval by the City and the County of the CRA's annual budget, on an annual basis, the CRA agrees to pay Developer the following (collectively, the "Incentive Payments"): 5.1 Tax Increment Revenues. On an annual basis for each calendar year commencing after the firsfyear the Project is assessed on the Miami -Dade County tax rolls and continuing through 2041 with the last payment (to be paid in 2042), unless sooner 4 #517935072 v19 terminated pursuant to the terms of this Agreement, the CRA shall pay to Developer an incentive payment equal to (i) seventy five percent (75%) of the Incremental TIF and (ii) one hundred percent (100%) of the Clawback TIF as defined in Section 5.2 (collectively, (i) and (ii), the "TIF Payment"). The CRA shall make the TIF Payment to the Developer within sixty (60) days of the deposit by the City and/or the County of the annual tax increment revenue into the CRA Trust Fund, which deposit has historically occurred in January of each year, and (ii) the deposit by the City to the CRA of the Clawback TIF. The term "Incremental TIF" shall mean, for each tax year after the Project is included on the Maimi-Dade County tax rolls following the Effective Date, the tax increment revenues, if any, actually received by the CRA from the County and City with respect to the improvements compromising the Project, excluding tax increment revenues with respect to the Property after substantial completion of the Project after deduction for: (i) allocable administrative charges imposed by the County and the City (but not administrative costs associated with the operation of the CRA), (ii) all allocable charges and/or payments to or for the benefit of that certain independent special district authorized pursuant to Section 1.01.A.11 of the Miami -Dade County Home Rule Charter and Section 125.901 Florida Statutes, for the purpose of providing for children's services throughout Miami -Dade County (the "Children's Trust"), (iii) other adjustments to the assessed values of the Project made by the City and/or the County as a result of challenges or tax contests with respect to the assessed value of improvements compromising the Project, and (iv) any payments that the CRA is required to make to the City and County under the terms of that certain Interlocal Agreement between the City of Miami, Miami -Dade County, Southeast Overtown Park West CRA and Omni CRA dated as of December 31, 2007 (the "Global Agreement"). For the avoidance of doubt Incremental Revenues do not include the assessed value of the Property, only the improvements Iocated on the Property. 5.1.1 Developer acknowledges and agrees that Developer shall bear the entire risk under this Agreement if the Project or the Property is valued at less than anticipated by 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 Agreement 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 Developer or CRA of their respective obligations pursuant to this Agreement. 5.2 The term "Clawback TIF" shall mean the Incremental TIF actually received by the CRA from the City with respect to the Project that relates to the portion of the Incremental TIF identified in Section 5(e) of the Global Agreement which is to be utilized for "the development of affordable housing and related infrastructure in the [Redevelopment Areal pursuant to City of Miami Resolution R-24-0109 (the "City Resolution"), allocated to the CRA for the purpose of "the development of affordable housing and related infrastructure at or below sixty percent (60%) AMI within the [Redevelopment Areal." The Clawback TIF paid to the Developer pursuant to this Agreement shall be applied solely towards subsidizing the Low Affordable Units as required by the City Resolution. The CRA and Developer acknowledge that Developer would not provide the Low Affordable Units without the payment of the Clawback TIF to Developer pursuant to this Agreement. 5 ##517935072 v19 5.2.1 The payment of the Clawback TIF to Developer pursuant to Section 5.1 is subject to the terms of the City Resolution. If the Certificate of Continuing Program Compliance annually submitted by the Developer pursuant to Section 5.4 of the Residential Housing Restrictive Covenant and confirmed by the independent compliance agency pursuant to Section 5.5 of the Residential Housing Restrictive Covenant indicates in any given year that Developer failed to comply with its obligations set forth in the Residential Housing Restrictive Covenant related to the Low Affordable Units, then Developer shall repay to the CRA the proportionate amount of the Clawback TIF amount paid to Developer measured as follows: multiplying the total amount of Clawback TIF received by the Developer in the applicable year by a percentage equal to (x) the number of non -compliant Low Affordable Units divided by (y) 12 (the "Clawback Reimbursement Amount"). The Clawback Reimbursement Amount shall be paid to the CRA within thirty (30) days of delivery of the Certificate of Continuing Program Compliance and confirmation from the independent compliance agency to the CRA in accordance with Sections 5.4 and 5.5 of the Residential Housing Restrictive Covenant and subject to the cure rights provided in the Residential Housing Restrictive Covenants. If the CIawback Reimbursement Amount is not paid within thirty (30) days of when due under the Residential Housing Restrictive Covenant, the CRA may offset the amount against further TIF Payments and Annual Operating Subsidy payments. 5.3 Bond Proceeds. The CRA issued tax increment revenue bonds (the "Bond Offering") to further the CRA's goals as set forth in the Redevelopment Plan, which includes the goal of increasing the stock of affordable housing and stimulating economic activity within the Redevelopment Area. Consistent with such goal and as a material inducement to the Developer to provide the Affordable Units, the CRA hereby agrees to pay to the Developer from the proceeds of the Bond Offering Ten Million Dollars ($10,000,000) in consideration for the Developer providing Twenty-eight (28) MiddIe Low Affordable Units (the "Bond Payment"). The Bond Payment shall be made in two installments: (i) the first installment in the amount of Five Million and no/100 Dollars ($5,000,000.00) shall be made the Effective Date and (ii) the second installment in the amount of Five Million no/100 Dollars ($5,000,000.00) shall be deposited in escrow with an escrow agent acceptable to the CRA and Developer (the "Escrow Agent") and disbursed by Escrow Agent to Developer within ten (10) days after Escrow Agent and the CRA receives written certification from the Developer with appropriate back-up documentation evidencing that all twenty-eight (28) Middle Low Affordable Units are subject to leases executed by Middle Low Income Tenants; provided, however, that the CRA shall have the right to object to such certification and refer the matter to Dispute Resolution within five (5) days of receipt of certification notice and, if the CRA delivers such notice, the Escrow Agent shall not disburse the Bond Payment until receipt of joint written notice from APC and the CRA requesting the release of the Bond Payment. 5.4 Operating Subsidy. The CRA shall pay to the Developer an annual operating subsidy in the amount of Seven Hundred Fifty Thousand Dollars ($750,000) to offset the cost of operating and maintaining the Middle Low Affordable Units (the "Annual Operating Subsidy"). The CRA shall pay the Annual Operating Subsidy to the Developer semi-annually in equal installments of Three Hundred Seventy Five Thousand and no/100 Dollars ($375,000.00) commencing on the first day of the month following the date on which Developer certifies to the Executive Director, with appropriate back-up 6 #517935072_v19 documentation evidencing that all twenty-eight (28) Middle Low Affordable Units are first occupied by Middle Low Income Tenants and continuing each six (6) months thereafter until March 31, 2042. 5.5 Noncompliance Penalty. With respect to the Bond Payment, the TIF Payment (excluding the Clawback TIF) and the Annual Operating Subsidy, such payments shall be subject to the following repayment obligation: if the Certificate of Continuing Program Compliance annually submitted by the Developer pursuant to Section 5.4 of the Residential Housing Restrictive Covenant and confirmed by the independent compliance agency pursuant to Section 5.5 of the Residential Housing Restrictive Covenant indicates in any given year that Developer failed to comply with its obligations set forth in the Residential Housing Restrictive Covenant related to the Middle Low Affordable Units, then Developer shall repay to the CRA an amount equal to Forty Thousand and no/100 Dollars ($40,000.00) for each Middle Low Affordable Unit which was not in compliance with the terms of the Residential Housing Restrictive Covenant Agreement for the prior calendar year (the "Reimbursement Payment") if not timely cured, as more particularly provided in the Residential Housing Restrictive Covenant. If Developer fails to pay the amount due under the Residential Housing Restrictive Covenant within such thirty (30) day period provided in the Rental Housing Restrictive Covenant, the CRA may offset the amount due from future TIF Payments and Annual Operating Subsidy payments. 5.6 Payments After Assignment or Sale. Developer, in its sole and absolute discretion, may collaterally assign and reassign the TIF Payment(s) and the Annual Operating Subsidy to any lender or bond holder providing financing or re -financing related to the Project. Developer may also assign the TIF Payment(s) and the Annual Operating Subsidy to any assignee of Developer's entire interest in the Lease or at any time or from time to time upon written notice given to the CRA. Any such notice of assignment shall indicate: (i) the name of the assignee and the assignee's contact information, and (ii) any other terms or provisions applicable thereto and mutually agreed to as between Developer and the assignee (the "Assignment Notice"). Any assignment by Developer of its rights to the TIF Payment and Annual Operating Subsidy shall not release Developer of its duties and obligations under this Agreement, and such payments shall be subject to offset as provided in Sections 5.2.1 and 5.5. In connection with any such assignment, in addition to the estoppel contemplated in Section 13.8 hereinbelow, the CRA shall execute an acknowledgment of such assignment in the form reasonably requested by the assignee and reasonably acceptable to the CRA, and in the case of a collateral assignment, a payment direction letter or other collateral documents as may be reasonably requested by such collateral assignee and reasonably acceptable to the CRA. 6. SUBORDINATION OF INCENTIVE PAYMENT 6.1 Developer acknowledges and agrees that the obligations of the CRA under this Agreement 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 or hereafter 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 7 #517935072_v19 November 8, 2016 between the City, the CRA and the South Florida Regional Transportation Authority obligating the CRA to pledge tax increment revenues 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 F. Under no circumstances shall the CRA be obligated to make Incentive Payments from its general revenues or any other sources if Incremental 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 Agreement 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 Agreement is junior and subordinate to any Bond Obligations and Grant Obligations within ten (10) business days of written request by the CRA. 6.2 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 or Clawback TIF derived from the Project which will be payable to Developer under this Agreement as collateral for such bonds. 6.3 Additional Agreements Regarding Use of TIF Revenues. Developer acknowledges and agrees that nothing contained in this Agreement shall be deemed or construed to prevent the CRA from entering into agreements similar to this Agreement (each a "TIF Agreement") pursuant to which the CRA commits to pay such developers a portion of the tax increment revenues generated from their project within the Redevelopment Area. Developer acknowledges and agrees that tax increment revenue generated from other projects which the CRA is obligated to pay pursuant to TIF Agreement(s) will not be available to make up for any shortfall of the Annual Operating Subsidy. Tax increment revenues received by the CRA from other projects subject to TIF Agreements in excess of the CRA's obligations under such TIF Agreements shall be available to the CRA for the payment of the Annual Operating Subsidy. 6.4 Approval of CRA Budget. Developer acknowledges that no voter approval was obtained in connection with this Agreement and that neither the City nor the County has approved this Agreement. In the event this Agreement is determined to be unenforceable in whole or in part as a result of (i) the multi -year CRA commitment regarding the Incentive Payments and the Annual Operations Subsidy or (ii) the failure to obtain CRA approval, City approval and County approval of the CRA Budget including a line items for the TIF Payment and the Annual Operating Subsidy on an annual basis, the Developer acknowledges and, the Clawback TIF agrees that the CRA shall have no liability to Developer arising under this Agreement. Developer acknowledges that this provision is a material inducement for the CRA to enter into this Agreement. 8 #517935072 v19 6.5 County Approval. Developer acknowledges that this Agreement has not been submitted to the County Commission for review or approval and that the TIF Payments and Annual Operating Subsidy contemplated by this Agreement will be included in the annual budget (subject to CRA board of commission approval) submitted by the CRA to the City for approval and submitted by the CRA to the County for approval, once the CRA Budget is approved by the CRA board and City approval is obtained. The CRA shall use commercially reasonable efforts to procure the City approval and the County approval of the CRA Budget. The CRA shall have no liability to Developer in the event that City approval and County approval are not obtained. 7. LEASING OBLIGATIONS OF DEVELOPER 7.1 Developer agrees that the tenants of the Affordable Units will not be charged any (i) administrative fees, (ii) applications fees, (iii) lifestyle fees (for access to the Project's amenities and the Project's wifi package), (iv) trash fees, (v) pest control fees, and (vi) property loss insurance fees. For avoidance of doubt, the Landlord may include a line item for such fees in the rent charged to the tenants of the Affordable Units provided that such fees are treated as a subset of rent (i.e. does not result in an increase in the rent that Landlord is permitted to charge the tenants of the Affordable Units). The only additional fees that Landlord may charge tenants of the Affordable Units consist of the following: (1) parking; (2) late fees, legal fees, fines and other similar charges resulting from a default under the tenant's lease agreement; (3) security deposit in the amount of one month rent; (4) prepayment of the first and last month rent; and (5) elective fees such as pet rent and pet fees, damage charges and other elective/optional services provided through third parties or the Developer. Each tenant shall be responsible to pay the applicable utility their customary charges for connection fees and utility charges directly. 7.2 The Developer and the CRA shall agree on a questionnaire to be completed by each prospective tenant to be utilized by Developer to identify whether a prospective tenant lives or works in the Redevelopment Area. The CRA and the Developer shall each seek to identify prospective tenants utilizing the agreed upon questionnaire and the Developer, on an ongoing basis, shall catalogue such questionnaires in a prospective tenant list (the "Prospective Tenant List") containing the following information: (i) name of the prospective tenant, (ii) the date the questionnaire is submitted by the prospective tenant, (iii) the current home address or work address of the prospective tenant, and (iv) whether the current home address or work address of the prospective tenant is within the Redevelopment Area. Based upon the questionnaire, the Prospective Tenant List will be compiled in an excel spreadsheet (or an equivalent software program), which will be accessible at all times to the CRA through a common shared drive (or an equivalent technology). The Prospective Tenant List will list in priority order prospective tenants based upon two factors: (i) the date the prospective tenant submitted its questionnaire to either the CRA or the Developer and (ii) whether such prospective tenant lives or works within the Redevelopment Area. Prospective tenants will be listed (i) by the date that the questionnaire is first received with prospective tenants who live or work in the Redevelopment Area moved ahead on the Prospective Tenant List of prospective tenants who do not live or work in the Redevelopment Area even though prospective tenants who do not live or work in the Redevelopment Area submitted their questionnaire earlier (the 9 #517935072_v19 "Redevelopment Area Priority") The Developer will offer available Affordable Housing Units to the prospective tenants based on the priority order reflected in Prospective Tenant List; provided, however, that Developer may reject a prospective tenant based on the application of the Developer's eligibility and other screening criteria. The process for selecting tenants from the Prospective Client List shall continue for the Qualified Project Period, as defined in the Residential Housing Restrictive Covenant. Developer shall be responsible for maintaining the Prospective Tenant List utilizing the Redevelopment Area Priority, as same may be modified in accordance with Section 7.3 below, if necessary. Notwithstanding the foregoing, the initial lease up of the Affordable Housing Units shall be based on a prospective tenant list, mutually agreed upon by the CRA and Developer within five (5) business days after the Effective Date, containing the names of prospective tenants received prior to the Effective Date of this Agreement and applying the Redevelopment Area Priority, as much as practical based on the information available to the CRA and Developer. 7.3 If, at any time during the Qualified Project Period, Developer or CRA receives written notice from an applicable governmental agency or court of competent jurisdiction that the Redevelopment Area Priority or the CRA's administration thereof violates applicable Federal, state or local Iaws (or if the Developer reasonably concludes, following consultation with counsel, that a risk of a violation Iikely exists), the CRA and Developer agree to modify the Redevelopment Area Priority, as required' to comport with applicable law, utilizing commercially reasonable efforts to maintain the Redevelopment Area Priority, as much as possible, in keeping with the spirit and intent of this Agreement. 7.4 The Developer warrants that it has consulted counsel specializing in Federal fair housing and civil rights Iaws applicable to the Project and, based on such consultation, reasonably believes that the Redevelopment Area Priority, does not conflict with applicable Federal fair housing and civil rights laws existing as of the Effective Date, provided that evaluation of disparate impact of the selection criteria requires a fact -based analysis of the results of the application of the tenant selection preference and that legal interpretations and analyses of discrimination under applicable Federal fair housing and civil rights laws, together with enforcement priorities, change over time. 8. REPRESENTATIONS OF CRA. 8.1 The CRA makes the following representations: 8.1.1 The CRA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its properties, to carry on its business as presently conducted by the CRA, and to perform its obligations under this Agreement. 8.1.2 The CRA's execution, delivery and performance of this Agreement have been duly authorized by all necessary legal actions except as provided in Sections 6.4 and 6.5 of this Agreement and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which the CRA is a party or by which 10 #517935072 v19 the CRA or CRA's property may be bound or affected, except for such approvals required by this Agreement. 8.1.3 This Agreement constitutes the valid and binding obligation of the CRA, enforceable against the CRA except as provided in Sections 6.4 and 6.5 of this Agreement, and its successors and assigns, in accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 9. THE DEVELOPER'S REPRESENTATIONS. 9.1 The Developer makes the following representations to the CRA as follows: 9.1.1 The Developer is a limited liability company duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own the Property, to carry on its business as presently conducted, and to enter into the transactions contemplated by this Agreement. 9.1.2 The Developer's execution, delivery and performance of this Agreement has been duly authorized by all necessary company actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which it is a party or by which it may be bound or affected. 9.1.3 This Agreement constitutes the valid and binding obligation of the Developer, enforceable against the Developer and its successors and assigns, in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 10. DEFAULT. 10.1 In the event the Developer breaches any terms and provisions of this Agreement other than as provided in Section 5.2 and 5.5 of this Agreement (which shall, respectively, be the exclusive remedies for failure by the Developer to provide the Low Affordable Units and the Middle Low Affordable Units), and fails to cure same within thirty (30) days of written notice from the Executive Director specifying the breach (or such longer period of time, not to exceed one hundred fifty (150) days, if the default, by its nature cannot reasonably be cured within such thirty (30) day period and diligently pursues same until completion), the CRA, shall be entitled to all remedies available at law or in equity. 10.2 If Developer breaches the terms and provisions of this Agreement with respect to the Low Affordable Units the CRA shall have the remedies provided in Section 5.2 of this Agreement without any notice or cure rights. 10.3 If Developer breaches the terms and provisions of this Agreement with respect to the Middle Low Affordable Units the CRA shall have the remedies provided in Section 5.5 of this Agreement without any notice or cure rights. 11 #5I7935072 vI9 10.4 In the event of a default by the CRA under this Agreement which is not cured within thirty (30) days of written notice from the Developer specifying the breach (or such longer period of time, not to exceed one hundred fifty (150) days, if the default, by its nature cannot reasonably be cured within such thirty (30) day period and diligently pursues same until completion), the Developer shall be entitled to all remedies available at law or in equity. In addition, should the CRA shall fail to pay the Incentive Payments, for any reason other than a Developer default, in accordance with the terms of this Agreement, which failure is not cured within the Non -Payment Cure Period, the Developer shall be relieved of all obligations hereunder and under the Residential Housing Restrictive Covenant. The "Non -Payment Cure Period" shall mean six (6) months after receiving written notification from the Developer of the non-payment and, if the CRA does not cure the non-payment during such period, an additional thirty (30) days after written notice from the Developer that the CRA has failed to cure the non-payment. 10.5 Notwithstanding anything herein to the contrary, neither party shall have a claim for exemplary, punitive or consequential damages. 11. NOTICES. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, 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: If to CRA: Block 45, LLC 161 NW 6tn Street, Suite 1020 Miami FL 33136 Attn: Kenneth Naylor knaylor@apcompanies.com SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: James McQueen, Executive Director 819 NW Second Avenue Third Floor Miami, FL 33136 Email: jmcqueen@miamigov.com 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 #517935072 v19 12 Email: william.bloom@hklaw.com Notices personally delivered, delivered by email, 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. 12. CHALLENGES. The Developer acknowledges and agrees that the CRA shall have no liability whatsoever to the Developer in connection with any challenge to this Agreement and the transaction contemplated by this Agreement and the Developer hereby forever waives and releases the CRA from any liability whatsoever, now existing or hereafter arising in connection with any challenge and covenant and agree not to initiate any legal proceedings against the CRA in connection with any challenges to this Agreement by any third parties. 13. MISCELLANEOUS. 13.1 This Agreement shall be construed and governed in accordance with the laws of the State of Florida. Venue shall be in Miami -Dade County, Florida. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. 13.2 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. 13.3 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. 13.4 All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. 13.5 Time shall be of the essence for each and every provision of this 13.6 This Agreement shall be recorded in the Public Records of Miami- 13.7 The "Effective Date" shall mean the date this Agreement is last executed by the Developer and the CRA. Agreement. Dade County. 13.8 From time to time and upon written request from the Developer, the Executive Director, on behalf of the CRA, shall execute an estoppel certificate or similar certification, in form, scope and substance reasonably acceptable to the requesting party, confirming Developer's compliance with the conditions set forth in this Agreement (and/or disclosing any then failure or default). 13 #517935072_v19 13.9 Relationship Between Parties. This Agreement 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 Agreement 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 Agreement or any responsibility or obligation contemplated herein. Developer further represent and acknowledge that no one was paid a fee, commission, gift or other consideration by such party or such party's agent as an inducement to entering into this Agreement. 13.10 Budget & Appropriation. CRA covenants and agrees to budget the TIF Payment and Annual Operating Subsidy as line items in its annual operating budget subject to CRA board approval, City approval and County approval. CRA further covenants to use commercially reasonable efforts to procure annual approval of its operating budget, including the TIF Payment and Annual Operating Subsidy as contemplated by this Agreement, by both the City and County. 13.11 Consultant And Professional Compensation. Developer has retained consultants and professionals to assist Developer with the negotiation and execution of this Agreement, 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 Agreement. 13.12 In accordance with the terms of the Interlocal Agreement, Developer agrees to comply (in the manner set forth in the Lease) with the following Miami -Dade County ordinances contained in the Miami -Dade County Code with respect to the Project: (i). Small Business Enterprises (Section 2-8.1.1.1.1 of the Code) (ii). Community Business Enterprises (Section 2-10.4.01 of the Code) (iii). Community Small Business Enterprises (Section 10-33.02 of the Code) (iv). Conflict of Interest and Code of Ethics Ordinance (Section 2-11.1 of the Code) (v). Living Wage Ordinance (Section 2-8.9 of the Code) 14. Entire Agreement. This Agreement, the CRA Sublease and the Residential Housing Restrictive Covenant constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other agreements, representations or warranties other than as set forth in this Agreement, the Residential Housing Restrictive Covenant and the 14 #517935072 v19 11 CRA Sublease. This Agreement 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. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. 15. No Third -Party Beneficiary. The provisions of this Agreement are for the benefit of the Developer 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. [SIGNATURE PAGES TO FOLLOW] #517935072 v19 15 IN WITNESS hereof the parties have executed this Agreement as of the date first above written. DEVELOPER: BLOCK 45, LLC, a Florida limited liability company By: Kenneth Naylor, Vice President Date Executed: CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: James McQueen, Executive Director Date Executed: ATTEST: Clerk of the Board Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA 16 i517935072_v19 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 , 2025, Kenneth Naylor, as Vice President of BIock 45, LLC a Florida limited liability company, on behalf of the limited liability company. He is personally known to me or has produced as identification. STATE OF FLORIDA )SS: COUNTY OF MIAMI-DADE (SEAL) Notary Public — State of Commission Number: The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 2025, James McQueen, as 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: 17 #517935072_v19 LIST OF EXHIBITS A. Legal Description B. Residential Housing Restrictive Covenant C. Local Workforce Participation D. Form of CRA Sublease E. CRA Retail Space F. Gray Shell Specifications G. Grant Obligation H. Grease Trap Location 1 #5I7935072 vI9 EXHIBIT A Legal Description Block 45 North, CITY 0, MIAMI, according to the Plat thereof as recorded in Plat Book B, at Page 41, of the Public Records,of Miami -Dade Connty, Florida. 2 #517935072_v19 H&K Draft 11/7/25 This document prepared by and return to: William R. BIoom, Esq. Holland & Knight, LLP 701 Brickell Avenue Suite 3300 Miami, FL 33131 RESIDENTIAL HOUSING RESTRICTIVE COVENANT THIS RESIDENTIAL HOUSING RESTRICTIVE COVENANT (this "Agreement") is made and entered into as of [ -1, 2025, by and between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic created pursuant to the laws of the State of Florida (the "CRA"); and BLOCK 45, LLC, a Florida limited liability company (the "Owner"). RECITALS A. Owner and the CRA entered into the certain Atlantic Square Development Agreement, dated , 2025 (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 616 residential apartment units (the "Residential Units") and approximately 24,000 square feet of commercial/retail uses (the "Retail Space"). C. Twelve (12) of the Residential Units are Low Affordable Units, as hereinafter defined which are designated by unit type on Exhibit `B" attached hereto shall be set aside for Low Income Tenants, as hereinafter defined, and twenty-eight (28) of the Residential Units are Middle Low Income Units, as hereinafter defined which are designated by unit type on Exhibit "B" shall be set aside for Middle Low Income Tenants, as hereinafter defined, in accordance with the terms of this Agreement. The forty (40) Restricted Residential Units, as hereinafter defined, shall be equitably distributed throughout the Project such that not more than three (3) such units are located per residential floor of the Project. 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. 1 #518015062_v9 2. Definitions and Interpretation. 2.1 The following terms shall have the respective meanings set forth below: "Agreement" has the meaning ascribed to that term in the preamble. "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. For avoidance of doubt, as set forth in Section 8.5 of the Lease and consistent with the guidelines set forth in Section 3009 of the Housing and Economic Recovery Act of 2008, any determination of AMI shall not be less than the AMI determined for the calendar year preceding the calendar year for which such determination is made. "Applicable Income Limits" means with respect to (i) Low Income Tenants, the applicable income limit set forth in the definition of "Low Income Tenants" and (ii) Middle Low Income Tenants, the applicable income limit set forth in the definition of "Middle Low Income Tenants." "Available Units" means the Restricted Residential Units that are actually occupied and Restricted Residential Units that.are unoccupied and have been leased at least once after becoming available for occupancy, provided that a Restricted 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. "CRA" has the meaning ascribed to that term in the preamble. "County" means Miami -Dade County, Florida, a political subdivision of the State of Florida. "Development Agreement" has the meaning ascribed to that term in the "HUD" means the United States Department of Housing and Urban Development or any successor agency. Recitals. "Income Certification" means the certificate required to be obtained by the Owner from each tenant pursuant to Section 5.1 of this Agreement. 2 #518015062_v9 "Income Restricted Tenants" means the Low Income Tenants and the Middle Low Income Tenants. "Indemnified Persons" has the meaning ascribed to that term in Section 6. "Land" has the meaning ascribed to that term in the Recitals. "Low Affordable Units" means the twelve (12) Restricted Residential Units for Low Income Tenants. "Low Income Cure" has the meaning ascribed to such term in Section 5.7. "Low Income Tenants" means one or more natural persons or a family, whose income does not exceed sixty percent (60%) of AMI. "Manager" means the Owner or any agent hired by or on behalf of the Owner to operate and manage all of the Restricted Residential Units. "Middle Low Income Cure" has the meaning ascribed to such term in Section 5.8. "Middle Low Income Tenants" means one or more natural persons or a family, whose income does not exceed eighty percent (80%) of AMI. "Middle Low Income Units" means the twenty eight (28) Restricted Residential Units for Middle Low Income Tenants. "Optional Unit. Renovation" has the meaning ascribed to that term in Section 4.3 of this Agreement. "Owner" has the meaning ascribed to that term in the preamble. "Project" has the meaning ascribed to that term in the Recital. "Qualified Project Period" means a period beginning on the first day on which temporary certificates) of occupancy (or its equivalent) have been issued for all Restricted Residential Units and ending on March 31, 2042 (subject to earlier temporary suspension as set forth in this Agreement and the Development Agreement). "Restricted Residential Units" means the twelve (12) Residential Units designated for Low Income Tenants on Exhibit "B" and the twenty-eight (28) Residential Units designated for Middle Low Income Tenants on Exhibit `B". "Residential Units" has the meaning ascribed to that term in the Recitals. "Retail Space" has the meaning ascribed to such term in the Recitals. "State" means the State of Florida. 3 #518015062_v9 "Tenancy Information" has the meaning ascribed to that term in Section 8. 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. Restricted Residential Units. The Owner hereby represents, covenants, warrants and agrees that, during Qualified Project Period: 3.1 The Owner will construct, own, subject to Section 10, and operate the Restricted Residential Units for the purpose of providing multifamily residential units, and all of the Restricted Residential Units shall be continually managed and operated as a multifamily residential rental property during the Qualified Project Period. 3.2 Each Restricted Residential Unit shall be contained in one or more buildings or structures located on the Land and shall be similarly designed, appointed and constructed as all other Residential Units (except as to unit dimensions, number of bedrooms and bathrooms), each of which will contain complete facilities for Iiving, 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 Restricted 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 Restricted Residential Units will, at any time during the Qualified Project Period, be owned or used by a cooperative housing corporation. The Restricted Residential Units may be included as part of a condominium (provided that all of the Restricted Residential Units are to be owned by Owner or its permitted assigns in accordance with Section 10). 3.4 All of the Restricted 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 Restricted Residential Units, except to the extent that units are required to be leased or rented to Low Income Tenants and Middle Low Income Tenants pursuant to the terms of this Agreement and to the extent provided in the Development Agreement. Low Income Tenants and Middle Low Income Tenants shall have equal access to and enjoyment of all common facilities associated with the Residential Units within the 4 #518015062_v9 Project. The Owner will not discriminate against children of any age when renting the Restricted Residential Units. 3.5 The Owner shall not (i) demolish any part of the Project necessary for the operation of the Restricted Residential Units or substantially subtract from any real or personal property necessary for the operation of the Restricted Residential Units; or (ii) permit the use of the Restricted Residential Units for any purpose except rental residences in compliance with this Agreement. Nothing herein shall limit Owner from undertaking repairs necessary for making Restricted 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. Income Restricted Tenants. Owner hereby represents, warrants and covenants as follows: 4.1 Subject to Section 4.2 and 4.3 below, at all times during the Qualified Project Period, the Restricted Residential Units will be made available for individuals and/or families within the Applicable Income Limits. The specific unit mix by bedroom type and Applicable Income Limit is set forth in attached Exhibit "B." 4.2 For the purpose of this Section 4, for each unit occupied by an individual or family who at the commencement of the occupancy of such unit is a Low Income Tenant shall only be counted as occupied by a Low Income Tenant while such tenant qualifies as a Low Income Tenant and shall cease to be counted as occupied by a Low Income Tenant upon the end of the such tenant's current lease term which shall not be renewed or extended after a determination that the tenant's most recently reported income exceeds the income limit for Low Income Tenants (which income verification shall occur prior to the renewal of the lease term and Owner covenants not to renew or extend the lease of any Low Income Tenant that does not qualify as a Low Income Tenant based upon such income verification). In addition, a vacant unit that was occupied by a Low Income Tenant shall not 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. 4.3 For purposes of this Section 4, a unit occupied by an individual or family who at the commencement of the occupancy of such unit is a Middle Low Income Tenant shall only be counted as occupied by a Middle Low Income Tenant while such tenant qualifies as a Middle Low Income Tenant and such unit shall cease to be counted as occupied by a Middle Low Income Tenant upon the end of such tenant's lease term which shall not be renewed or extended after a determination that the tenant's most recently reported income exceeds the income limit for Middle Low Income Tenants (which income verification shall occur prior to the renewal of the lease term and Owner covenants not to renew or extend the lease of any Middle Low Income Tenant that does not qualify as a Middle Low Income. Tenant based upon such income verification). In addition, a vacant unit that was occupied by a Middle Low Income Tenant shall not be counted as occupied by a Middle Low Income Tenant until it is reoccupied, other than a 5 #5I8015062_v9 temporary period of not more than thirty-one (31) days, at which time the unit shall be considered to be occupied by a Middle Low Income Tenant only if the individual or family then occupying the unit satisfies the definition of a Middle Low Income Tenant. 4.4 Notwithstanding anything contained in this Agreement to the contrary, the Owner shall have the right (at its sole and absolute discretion) from time -to -time, but not the obligation, to perform renovations to and in any Residential Units in the Project, including, without limitation any Restricted Residential Units ("Optional Unit Renovations"), and to the extent any Optional Unit Renovations are being performed on any Restricted Residential Unit that was occupied by a Low Income Tenant or a Middle Low Income Tenant, as the case may be, prior to commencement of such Optional Unit Renovations, then such Restricted Residential Unit shall be counted as occupied by a Low Income Tenant or a Middle Low Income Tenant, as the case may be, until the earlier of (i) the completion of such Optional Unit Renovations and (ii) the date that is six (6) months after commencement of such Optional Unit Renovations. To the extent available within the Project, Owner shall utilize commercially reasonable efforts to provide alternate Residential Units to the applicable Low Income Tenants and Middle Low Income Tenants during the period such tenants are required to vacate their units during Optional Unit Renovations. If there are no available alternative Residential Units within the Project (and the Developer does not provide an alternative housing option) as a result of an Optional Unit Renovation, then the TIF Payments and Annual Operating Subsidy, as such terms are defined in the Development Agreement shall be reduced proportionally on a day-to-day basis for such unavailability period. For example, if one (1) Middle Low Income Tenant is required to vacate a Residential Unit (and the Developer does not provide an alternative housing option) for a period of ten (10) days, then the amount of the TIF payment and Annual Operating Subsidy applicable to the Middle Low Income Unit will be reduced as follows: Total Middle Low Income TIF Payment and Annual Operating Subsidy divided by twenty-eight (28) with the resulting figure multiplied by a fraction the number of which is the number of days and the denominator is 365. 5. Reporting Requirements. During the Qualified Project Period: 5.1 The Owner shall file with the CRA certifications of tenant eligibility in the form attached hereto as Exhibit "C" which shall be obtained from each occupant of a Restricted Residential Unit (i) no less than five days 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 the Income Restricted Tenants residing in the Restricted 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 Restricted Residential Units. Such 6 #518015062_v9 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 (30th) day after the end of each calendar quarter (and if such day falls on a weekend or holiday, submission must be made the next business day after) thereafter, rent rolls for the Restricted Residential Units and a Certificate 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 with respect to the Restricted 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 Restricted Residential Units to determine to its reasonable satisfaction that such vacant units are ready and available for rental. 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 CRA and paid for by Owner, evidencing compliance or non-compliance with the provisions of Section 4 of this Agreement during the prior calendar year. Notwithstanding the foregoing, if the CRA has not selected an independent compliance agency by January 1st, 2026, or, if a replacement is necessary, within thirty (30) days of notice from the Owner to the CRA requesting a replacement independent compliance agency, then the Owner may select the independent compliance agency. Furthermore, the Owner may reject the selection of an independent compliance agency to the extent that the Owner is unable to finalize a services agreement on reasonable terms after exercising good faith efforts and, thereafter (and until the replacement independent compliance agency is engaged), Owner shall be required to request a selection of a replacement independent compliance agency from the CRA. 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 5.1, 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. In addition, the CRA shall not be required to make any TIF Payments to the Owner pursuant to the terms of the Development Agreement if such failure to submit the items required by Sections 5.1, 5.2, 5.4 and 5.5 above exists for more than sixty (60) days .after written notice from the CRA to Owner; provided, however, that the CRA will resume payments upon the Owner curing such default. The failure of the Owner to timely pay a late fee within thirty (30) days of when due shall permit the CRA from setting off such late fee from TIF Payments and Annual Operating Subsidy due to the Owner. 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 with respect to the twelve (12) Low Affordable Units, then Owner shall pay the CRA the Clawback Reimbursement Amount, as defined in the Development Agreement, within thirty (30) days of the issuance of the independent compliance agency certificate evidencing such failure. In lieu of paying the Clawback Reimbursement Amount, Owner may elect within fifteen (15) days of issuance of the independent compliance agency certificate evidencing the failure to comply, by written notice to the CRA, to provide one (1) additional Low Affordable Unit for each Low 7 #518015062_v9 Affordable Unit which was not in compliance with this Agreement for a period of twenty four (24) months (the "Lower Income Cure"). For example, if two (2) Low Affordable Unit were not leased to qualified Low Income Tenants, then, if the Owner seeks to cure the default, the Owner shall make available the twelve (12) Low Affordable Units required by this Agreement, plus two (2) additional Low Affordable Units, which additional Low Affordable Units shall be leased to qualified Low Income Tenants for twenty four (24) months each. If the subsequent compliance certificates issued by the independent compliance agency do not reflect Owner is in compliance with the Low Income Cure, then the Clawback Reimbursement Amount shall be due and payable. 5.8 If the certificate prepared by the independent compliance agency in accordance with Section 5.5 evidences that Owner has failed to comply with the requirements of Section 4 with respect to the twenty eight (28) Middle Low Income Units, Owner shall pay the CRA the Reimbursement Payment, as defined in the Development Agreement, for each Middle Low Income Unit which is not in compliance within thirty (30) days of issuance of the independent compliance agency certificate evidencing such failure. In lieu of paying the Reimbursement Payment, Owner may elect within fifteen (15) days of the issuance of the independent compliance agency certificate evidencing the failure to comply regarding the Middle Low Income Units, by written notice to the CRA, to provide one(1) additional Middle Low Income Unit for each Middle Low Income Unit which was not in compliance with this Agreement for a period of twenty four (24) months (the "Middle Lower Income Cure"). If subsequent compliance certificates issued by the independent compliance agency do not reflect Owner in compliance with the Middle Low Income Cure, then the Reimbursement Payment shall be due and payable. 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 applicable fair housing laws, rules, regulations or orders applicable to the Project and shall not violate any applicable laws 8 #518015062_v9 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 operationand 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 Restricted Residential Units ("Tenancy Information") shall at all times be kept separate and identifiable from any other business of the Owner unrelated to the Restricted 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 Restricted 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; 9.3 Agrees not to sublease to any person or family who does not execute, and deliver to the Owner, an Income Certification; 9.4 Agree that tenant is not entitled torenew the Iease if the tenant no longer complies with the applicable income limit based upon the income certificate provided by such tenant; and 9.5 Is not required to pay more than the amounts required by the provisions of Section 7.1 of the Development Agreement. To the extent Owner does not comply with the requirements of Section 7.1 of the Development Agreement, Owner shall refund to tenants one hundred fifty percent (150%) of the amount overcharged. 10. Sale, Lease or Transfer of Project. 10.1 The Owner shall not sell or otherwise transfer the Restricted 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 of the Restricted Residential Units, 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. After completion of construction of the Project,, the CRA shall not 9 #518015062 v9 have approval rights with respect to such transfer and, after completion of construction of the Project, Owner may sell or otherwise transfer the Restricted Residential Units in whole, but not in part, 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 Restricted 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 and the Development 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 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 Restricted 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 Iaundry service leases and/or television cable easements on the Project, providing same are granted in connection with the development and/or operation of the Project as contemplated by this Agreement and the Development Agreement, (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 Iimitation, foreclosure) under any mortgage on the Project or the Restricted Residential Units; provided, that the purchaser acquires the Restricted Residential Units subject to the terms of this Agreement, (v) any sale, transfer, assignment, encumbrance of non -managing membership interest or addition of new non -managing members in the Owner; (vi) the placing of a mortgage lien, assignment of Ieases and rents or security interests on or pertaining to the Restricted Residential Units if made expressly subject and subordinate to this Agreement; or (vii) 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); (viii) any title encumbrance existing as of the execution date of this Agreement; or (ix) any transfer after completion in accordance with Section 10.1. 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 Project or any interest therein; provided, however, that upon the termination of this Agreement in accordance with the terms hereof said covenants, reservations and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Project 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. 10 #518015062 v9 12. Term. This Agreement shall remain in full force and effect during the Qualified Project Period; provided, however, that this Agreement shall terminate (and restrictive covenants contained herein shall be released and of no further force and effect as provided in the Development Agreement). 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 Land and run with the Land. 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 Land by enhancing and increasing the enjoyment and use of the Restricted Residential Units by Income Restricted 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 Restricted Residential Units, it shall comply with all terms and conditions of this Agreement. 15. Casualty Events; Application of Insurance and Condemnation Proceeds. If, during the Qualified Project Period, the Restricted 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 Restricted Residential Units or any condemnation awards pertaining to such eminent domain proceedings shall be applied solely to the repair, reconstruction or replacement of thereof except that any excess proceeds available after the Restricted Residential Units have been restored may be utilized by the Owner for other purposes. During any time period that the Restricted Residential Units are unavailable as a result of a casualty event, the CRA shall continue to deliver the TIF Payments and Annual Operating Subsidy to the Owner; provided, however, that the Qualified Project Period shall be extended one day for each day of the unavailability period resulting from a casualty event. Notwithstanding the foregoing, if during the Qualified Project Period the holder of any mortgage encumbering the Project 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 Project, or any portion thereof, then in such event, Owner shall not be required to restore the Project and, to the extent that no Restricted Residential Units are restored, the CRA shall be released from its obligations to make the TIF Payments and the Annual Operating Subsidy payments from and after the date of such casualty. 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 5.5 and 5.7 and in the Development Agreement) 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. 11 #5 18015062v9 17. Filing. Upon execution and delivery by the parties hereto, the Owner shall cause this Agreement and all amendments and supplements hereto to be recorded and filed in the official public records of Miami -Dade County, Florida, and in such manner and in such other places as the CRA may reasonably request, and shall pay all fees and charges incurred in connection therewith. If the Owner has failed to make any such filing, the CRA may cause such document(s) to be filed. 18. Governing Law. This Agreement shall be governed by the laws of the State of Florida. 19. Assignment. The Owner shall not assign its interest in the Restricted Residential Units, except by writing and in connection with a transfer of the Project 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: If to CRA: Block 45, LLC 161 NW 6th Street,.Suite 1020 Miami FL 33136 Attn: Kenneth Naylor knaylor@apcompanies.com SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: James McQueen, 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 #518015062 v9 12 And with a copy to: Staff Counsel Southeast Overtown/Park 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. 22. Severability. If any provision hereof shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 23. Multiple Counterparts. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. 24. No Third -Party Beneficiary. The provisions of this Agreement are and will be for the benefit of Owner and CRA only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this Agreement. 25. Estoppel Certificates. From time to time the CRA will execute and deliver an estoppel certificate to Owner confirming the status of Owner's compliance with the terms and conditions of this Agreement within ten (10) business days of written request from Owner. The estoppel certificate shall state (i) that this Agreement is in full force and effect and has not been modified, supplemented or amended, or if there has been any modifications that this Agreement is in full force and effect as modified and identifying the modifications or if this Agreement is not enforceable, so state; (ii) whether the CRA has issued any written notice(s) of any default(s) by Owner under this Agreement which remain uncured, and if so, stating the nature of the default(s); and (iii) whether the CRA knows of any event with the giving of notice or passage of time, or both, would constitute a default by Owner under this Agreement. Any estoppel certificate required to be provided pursuant to this Agreement shall be made on behalf of the CRA by the executive director of the CRA. 26. Entire Agreement. Except for the Development Agreement, and the CRA Sublease, 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 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 Development Agreement. To the extent of a conflict between the terms of this Agreement and the Development Agreement, the Development Agreement shall control. [Remainder of page intentionally left blank] 13 #518015062 v9 i 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 Attest: Clerk of the Board Approved for Legal Sufficiency By: William R. BIoom, Esq. Holland & Knight, LLP Special Counsel STATE OF FLORIDA COUNTY OF MIAMI-DADE ) )SS: ) SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to section 163.356, Florida Statutes By: James McQueen Executive Director The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 2025, James McQueen, as Executive Director of the Southeast OvertownlPark West Community Redevelopment Agency, on behalf of the agency. He is personally known to me or has produced as identification. (SEAL) Notary Public — State of Commission Number: #515015062 v9 14 Witnesses: BLOCK 45, LLC, a Florida limited liability company Print Name By: Print Name STATE OF FLORIDA )SS: COUNTY OF MIAMI-DADE Kenneth Naylor Vice President The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 2025, Kenneth Naylor, as Vice President of Block 45, LLC a Florida limited liability company, on behalf of the limited liability company. He is personally known to me or has produced as identification. (SEAL) Notary Public — State of Commission Number: 15 #518015062_v9 EXHIBIT "A" LEGAL DESCRIPTION OF LAND Block 45 North, CITY OP MiA.1141, according to the Plat thereof as recorded. in Plat Book B, at . Page'41., of the Publie Records of Miand-Dade County, Florida. 16 #518015062_v9 EXHIBIT "B" UNIT MIX AND APPLICABLE INCOME THRESHOLDS The CRA and the Owner agree that (i) twelve (12) of the Residential Units ("Low Affordable Units"), consisting of four (4) one bedroom units which are not less than 631 square feet, four (4) two bedroom units which are not less than 923 square feet, and four (4) three bedroom units of not less than 1,114 square feet will be made available for individuals and/or families earning up to sixty percent (60%) of AMI ("Low Income Tenant") and (ii) twenty eight (28) of the Residential Units ("Middle Low Affordable Units"), consisting of eighteen (18) studio units which are not Iess than 322 square feet, six (6) one bedroom units containing not less than 631 square feet, two (2) two bedroom units which are not less than 923 square feet and two (2) three bedroom units which are not less than 1,114 square feet will be made available for individuals and/or families earning up to eighty percent (80%) of AMI ("Middle Low Income Tenant"). The twelve (12) Low Affordable Units and twenty-eight (28) Middle Low Affordable Units (collectively, the "Affordable Units") will be equitably distributed throughout the Project such that no more than three (3) such units are located per residential floor. 17 #518015062_v9 RE: r [Address] Unit # EXHIBIT "C" CERTIFICATION OF TENANT ELIGIBILITY Apartments The undersigned hereby (certify) (certifies) that: 1. This Income Certification is being delivered in connection with the undersigned's application for occupancy of apartment # [ ] Apartments in Miami -Dade County, Florida. Capitalized terms not otherwise defined in this Certificate shall have the meanings ascribed to said terms in the Housing Restrictive Covenant Agreement. 2. List all occupants of the apartment, the relationship (if any) of the various occupants, their ages, and the total anticipated income, reasonably acceptable to the Southeast 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 Age 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 Iieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay; public assistance income, where payments include amounts specifically designated for shelter and utilities; periodic and determinable allowances such as alimony and child support, and regular contributions or gifts from persons not residing in the dwelling; all regular and special pay and allowances of members of the Armed Forces (whether or not living in the dwelling) who are the head of the family or spouse; but excluding: casual, sporadic or irregular gifts; amounts which are specifically for reimbursement of medical expenses; lump sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses; amounts of 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, 1.8 #518015062_v9 but in either case only to the extent used for such purposes; special pay to a servicemen head of family who is away from home and exposed to hostile fire; relocation payments under Title II of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; foster child care payments; the value of coupon allotments for the purposes of food pursuant to the Food Stamp Act of 1964 which is in excess of the amount actually charged for the allotments; payments received pursuant to participation in ACTION volunteer programs; and income from the employment of children (including foster children) under the age of eighteen (18) years. 3.. If any of the occupants listed in Section 2 has any savings, bonds, or equity in real property, or other forms of capital investment (but do not include necessary items such as furniture or automobiles) * enter the following amounts: * Include the value over and above actual consideration received, except in foreclosure or bankruptcy, of any asset disposed of for less than fair market value within two (2) years of the date of this Income Certification. (a) The total value of all such assets owned by all persons: $ (b) A percentage of the value of such assets based on the current passbook savings rate, as determined by HUD (applicable passbook savings rate %): $ . ** If assets do not exceed $5,000 and resident is not a Lower Income Tenant, do not impute assets. (c) The amount of income expected to be derived from such assets in the 12 month period commencing with the occupancy of the unit: $ 4. RESIDENT'S STATEMENT: The information on this form is to be used to determine maximum income for eligibility. IIWe 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, or (c) copies of the potential occupants' most recent Federal Income Tax Return, if a return was filed for the most recent year. IIWe certify that the statements above are true and complete to the best of my/our knowledge and belief on the date hereof and are given under penalty of perjury. Name (a) (b) (c) (d) (e) (I)_ Date 19 #518015062 v9 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 Restricted Residential Units are in continuing compliance with the Housing Restrictive Covenant Agreement related to the Restricted Residential Units executed by the Owner and the CRA dated , and filed in the official public records of Miami -Dade County, Florida (including the requirement that all Restricted Residential Units be and remain rental units available for rent), that an Income Certification has been submitted for each new tenant of the Restricted 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 quarter 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 number of the Restricted Residential Units occupied by Low Income Tenants: As of the date of this Certificate, the number of the Restricted Residential Units occupied by Middle Low Income Tenants: Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Housing Restrictive Covenant Agreement. 20 #5I8015062_v9 Number of Occupied 1- Bedroom Units by Low Income Tenants Number of Occupied 2- Bedroom Units by Low Income Tenants Number of Occupied 3- Bedroom Units by Low Income Tenants 21 #518015062_v9 Number of Occupied Studio Units by Middle Lower -Income Tenants Number of Occupied 1- Bedroom Units by Middle Lower - Income Tenants Number of Occupied 2- Bedroom Units by Middle Lower - Income Tenants Number of Occupied 3- Bedroom Units by Middle Low Income Tenants Total Number of Restricted Residential Units Occupied by Low Income Tenants Total Number of Restricted Residential Units Occupied by Middle Lower - Income Tenants Block 45, LLC, a Florida limited liability company By: Name: Title: 22 #5I80I5062_v9 EXHIBIT C Local Workforce Participation ATLANTIC SQUARE LOCAL HIRING SLATS As of 08/04/25 - Construction Completion GOAL STATUS SUBCONTRACTORS [MNG IN DESIGNATED TARGET AREAS 10% 2696 SUBCONTRACTORS FROM IVIIAMI-DIODE COUNrt 21 75% In CRA 0% In overtown 0% West Coconut Grove ©,�, City Targeted Areas 6% City of Miami 3 ; County Targeted Areas 3 Miami -Dade County 35% UNSKILLED LABOR FROM MIAMI-DADE COUNTY 30% 7936 In CRA - 4% In Overtown 0% West Coconut Grove 1% City Targeted Areas 25% City of Miami 5% County Targeted Areas 6% Miami -Dade County 38% SKILLED LABOR FROM MIAMI-DADE COUNTY 10% 8496 In CRA 2% in Overtown 1% West Coconut Grove 096 City Ta rgeted Areas 25% City of Miami 7%, County Targeted Areas 8% Miami -Dade County 42% MBE/SBE/DBE/Section 3 N/A 27% 1-Redevel opment Area 2-Overtown 3-West Coconut Grove 3-City Targeted Zip Code 4-IVliami city 5-County Target Area 6-Miami-Dade County Other Grand Total 4 #517935072_v19 EXHIBIT D Form of CRA Sublease The Executive Director shall be authorized to execute the CRA Sublease consistent with the terms of Article 4 of this Agreement. The parties agree to attach the CRA Sublease, upon execution, hereto as Exhibit D. 5 #517935072_v19 EXHIBIT E CRA Retail Space The CRA Retail Space is identified below as "Retail D-1" and located on the northeast portion of the Building. IN Mk a PA 7"— -CORWILARCHETECli •2121.0azulAsTANA. HAN,' 1.1.1:00 1E2011=1:24L latOPEUXIMMIL PPAIIIMS Immo BLOCK 45 117MRVIUMOVE WW1 1.1.,37144 ova ATLANTIC Af&PACIPIC ft1N&1IW!U1 %OM 11511.1001X1t16 - FLOOR PLAN #517935072_v19 EXHIBIT F Gray Shell Specifications Pursuant to the terms of the CRA Sublease, Developer will construct and deliver to the CRA the CRA Retail Space as follows: Shell building: the building, exterior, roof, service areas, common areas, exterior sidewalk, streets, and other improvements of the Project. Walls: exterior walls and glass storefronts, unfinished walls on the interior side, and framed demising walls (finished on the exterior side). Floors: unfinished floors with no slab -on -grade. Tenant shall infill. Mechanical: Tenant will have access to all mechanical infrastructure that is stubbed out in these retail spaces, however they will need to provide their HVAC unit, ductwork, and exhaust. Electrical: Tenant will have access to all electrical infrastructure that is stubbed out in these retail spaces and any additional electrical improvements will be provided by them. Plumbing (Water & Sanitary Sewer): Tenant will have access to all water and sewer infrastructure that is stubbed out in these retail spaces. Fire Alarm/Sprinklers: fire alarms and sprinklers required in these spaces, per Miami -Dade County code requirements. Sound attenuation/mitigation: with sound attenuation in demising partitions only. Grease Trap: Grease trap line from CRA Retail Space to grease trap and grease trap for use by CRA Retail Space as well as other retail space comprising the Project. 2 #517935072 v19 EXHIBIT G Grant Obligation Name Par Amount Annual Debt Service Maturity Year Mama Hattie $ unknown (est) unknown Gibson Park Improvement Grant $14.1 million (See Exhibit B-1) 2030 3 #517935072_v19 EXHIBIT H Grease Trap Location* sx ^' 16.9.655 95.6 .16 ATLANTIC ,A ACIDIC wcru at 11•61. ems R-2.00 *This exhibit depicts the grease trap location only and the demising walls for the CRA Retail Space shall be as set forth in Exhibit E. 4 ##5I7935072 v19