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HomeMy WebLinkAbout23835AGREEMENT INFORMATION AGREEMENT NUMBER 23835 NAME/TYPE OF AGREEMENT BLOCK 55 RESIDENTIAL, LP DESCRIPTION AFFORDABLE HOUSING COVENANT/IMPACT FEE DEFERRAL REGARDING ELDERLY HOUSING, ROADS & AFFORDABLE HOUSING/MATTER ID: 21-2646K/#68 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 11/19/2021 DATE RECEIVED FROM ISSUING DEPT. 3/30/2022 NOTE This instrument was prepared by: Name: Carli Koshal, Esq. Address: Bercow Radell Fernandez Larkin & Tapanes, PLLC 200 S. Biscayne Boulevard, Suite 300 Miami, FL 33131 (Space reserved for Clerk) AFFORDABLE HOUSING COVENANT KNOW ALL BY THESE PRESENTS THAT the undersigned owner ("Owner") hereby makes, declares and imposes on the land herein described, these covenants running with the title to theland, which shall be binding on the Owner, all heirs, successors, and assigns,. personal representatives, mortgagees, lessees, and against all persons claiming by, through or under them; WHEREAS, Owner holds the fee simple title to the land in Miami -Dade County, Florida described in Exhibit "A," attached hereto and made a part hereof, hereinafter called the "Property," which is supported by the attorney's opinion attached as Exhibit WHEREAS, the Board of County. Commissioners of Miami -Dade County has adopted the Miami -Dade County Road, Fire, Police, and Parks Impact Fee Ordinances as in effect on the date hereof (the "Ordinances") Chapters 33E, 33.1, 331, and 33H respectively of the Code of Miami -Dade County, Florida; and WHEREAS, the Ordinances exempt from the required payment of impact fee housing units which provide affordable housing for low and very low income families, as defined in the Ordinances; and WHEREAS, Owner seeks a road impact fee exemption pursuant to the Ordinances; and WHEREAS, the Miami -Dade County Department of Regulatory and Economic Resources (the Department) through its Director is given authority to administer and effectuate the Ordinances; and WHEREAS, Owner will construct a project in Miami -Dade County to be occupied by low income families on the Property afore described (the "Project"); and WHEREAS, OWner has agreed to assure the Department that all 578 residential units within the Project will be occupied by low income families with monthly rents, or monthly mortgage payments including taxes and insurance, which do notexceed thirty percent (30%) of that amount which represents eighty percent (80%) of the median annual income for households within Miami -Dade County, divided by twelve (12) ("Low Income Housing"), as required by the Ordinances; and 8,3535 Affordable Housing Covenant Page 2 of 6 WHEREAS, Owner is submitting this covenant to induce the Director of the Department to grant an exemption of the aforesaid impact fees in the total amount of the road impact fees. NOW THEREFORE, in consideration of the recitals set forth above, which aretrue and correct and are incorporated herein by this reference and the covenants and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Owner, its successors and assigns, does hereby covenant and agree as follows: 1. General A. That the Project shall be occupied on a continuous basis by members of the general public who comply with the Low Income Housing affordable housing exemptions of the Ordinances for a time period no less than fifteen (15) years from the date of this covenant; and B. That impact fees will become due and payable by the current owner of the Project at such time it loses its status as a Low Income Housing within fifteen (15) years from the date of this covenant; C. Owner shall furnish to the Department a report each year for a period of five (5) years from the date of this covenant certifying the income of the tenants of the Project and compliance with the Low Income Housing requirements of this covenant; D. In the event Owner sells the Project,, Owner shall provide all documentation as required by the Director of the Department to prove that the prospective occupants comply with. the Low Income Housing exemption of the Ordinances. Upon Department approval of the affordable housing exemption, applicant shall have the right, upon written request delivered to the Department, to be released from this covenant. Termination. Owner, its successors or assigns, shall have the right, upon written request delivered to the Department, to be released and have the project released from the terms and conditions contained herein upon tender to Miami -Dade County of the full amount of the applicable impact fees in effect at the time of the requested release, payable in accordance with the provisions of the Ordinances. Covenant Running with the Land. This covenant shall constitute a covenant running with the residential units on the Property and may be recorded in the Public Records of Miami - Dade County, Florida, and shall remain in full force and effect and be binding upon Owner and its successors and assigns until such time as the same is modified or released or as otherwise provided in this covenant. Affordable Housing Covenant Page 3 of 6 Governing Law. This covenant shall be governed by and construed in accordance with the laws of the State of Florida, both as to substantive rights and those governing remedies. Notice. Any notice required to be given herein shall be given by personal delivery of by certified U.S. mail at the address specified below or at such other address as may be specified in writing by the parties. DEPARTMENT Department of Regulatory and Economic Resources Stephen P. Clark Center 111 NW 1 Street, Suite 1210 Miami, Florida 33128 ATTN.: Director OWNER Block 55 Residential, LP 2901 Florida Avenue, Suite 806 Miami, Florida 33130 Attention: Michael Swerdlow Severability. If any provision of this covenant shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. [Execution Pages Follow] Signed, witnessed, executed and acknowledged this 12 day of a4 , 2021. BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership By: Pacific. Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partner Witnesses By: By: 419 9 Print Name: ,Z '1-4—(- 2._ Name: OE0 i- 41 iev( Title: P.f 6S/01-Nr /ereivri ire ARictok B: Print Name r STATE OF eiii ffo RR' ) COUNTY OF j�'IA/ U.7 F41) )SS The foregoing instrument was acknowledged before me, by means of (k) physical presence or ( ) online notarization, this day ofAf' 2021 by ita c1'e /2-7— la ' — of Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, as the general partner of Block 55 Residential, LP, a Florida limited partnership, on behalf of said entities, who is ( ) personally known to me or ( roduced a valid driver's license as identification. ELIZABECH L. BLOOM Notary Public • California x San Diego County Commission # 2291507 r My Comm. Expires Jul 1, 2023 My Commission Expires Notary Public: Sign Name: Print Name: [NOTARIAL SEAL] Affordable Housing Covenant Page 5 of 6 Legal Description Lots 1 through 20;._inclusive, of Block 55 North, Map of Miami, bade Co. Fla; according to the plat thereof, as recorded' in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; Tess and except the East,7.5 feet of Lot 20; and further less and except that portion of Lot 10 taken. by the State Of Florida Department Of Transportation by Order Of Taking recorded in Official Records Book 5349, Page 129; of the Public Records of Miami -Dade County, Florida, being more - pa rticulerly described. as follows: Begin on the West line of said. Lot 10 at a point 14.51 feet South 02°16'16" East from the Northwest corner thereof; said point being the beginning of a curve concave Southeasterly having a radius of: 14.5 feet, thence from a tangent bearing of North 02°16'16" West run, Northwesterly,. Northerly and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57"to the North line of said Lot 10, thence: Westerly 14,51 feet along said North line to the Northwest corner of said Lot 10; thence' South 02°16'16" East 14.51 feet along the West line of said Lot 10 to the Point Of Beginning, LESS AND EXCEPT:. A RIGHT-OF-WAY DEDICATION PARCEL BEING A PORTION OF LOT 1 AND. LOTS 10 THROUGH 20, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLAT, ACCORDING. TO THE PLAT THEREOF;. AS RECORDED IN PLAT BOOK B, PAGE 41,OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY,. FLORIDA; LESS AND EXCEPT THE EAST 7.50 FEET OF SAID LOT 20; AND FURTHER. LESS. AND EXCEPT THAT PORTION OF SAID LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129;. OF THE. PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE. PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE.WEST LINE OESAID LOT 1QATA POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER. THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A. RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN_ NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22,79 FEET.ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE'NORTH LINE OF SAID LOT 10,.THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE, TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE. WEST LINE OFSAID LOT 10 TO THE POINT OF BEGINNING., SAID RIGHT-OF-WAY DEDICATION PARCEL. LYING IN SAID BLOCK 55 NORTH AND BEING DESCRIBED AS FOLLOWS: THE EAST 12.50 FEET OF SAID LOT 1. AND THE WEST. 10.00 FEET OF SAID LOT 10. AND Affordable Housing Covenant Page 6 of 6 THE WEST 10.00 FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF ACIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOT 10 AND TANGENT TO.A LINE 10.00 FEET NORTH AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. THE ABOVE DESCRIBED RIGHT-OF-WAY PARCEL SITUATED IN THE CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA AND LAND CONTAINING 10,640 SQUARE FEET MORE OR LESS. 4812-3858-6622, v. 4 JOINDER BY MORTGAGEE The undersigned CITY OF MIAMI, a municipal corporation of the State of Florida ("Mortgagee"), and mortgagee under that certain Miami Forever Bond Mortgage and Security Agreement for Sawyer's Walk from Block 55 Residential, LP, a Florida limited partnership, dated August 12, 2021, recorded August 25, 2021, in Book 32702, Page 915, of the public records of Miami -Dade County, Florida covering all of the property described in the foregoing Affordable Housing Covenant, does hereby acknowledge that the terms of the foregoing Covenant are and shall be binding upon the undersigned and its successors in title. IN WITNESS WHEREOF, these presents have been executed this day of , 2021. ATTEST: By: Todd Hannon, City Clerk Date: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Noriega V, City Manager APPROVED AS TO FORM AND APPROVED BY RISK CORRECTNESS: MANAGEMENT DEPARTMENT: By: Victoria Mendez, City Attorney STATE OF FLORIDA COUNTY OF MIAMI-DADE ) ) SS: ) By: Ann -Marie Sharpe, Director The foregoing instrument was acknowledged before me, by means of D physical presence or ❑ by online notarization, this day of , 2021, by Arthur Noriega V, as City Manager of the City of Miami, a municipal corporation of the State of Florida, on behalf of said municipal corporation. He is personally known to me or has produced as identification. Notary Public Printed Name of Notary Public My Commission expires: 4828-7351-4494, v. 1 This instrument was prepared by: Name: Carli Koshal, Esq. Address: Bercow Radell Fernandez Larkin & Tapanes, PLLC 200 S. Biscayne Boulevard, Suite 300 Miami, FL 33131 (Space reserved for Clerk) AFFORDABLE HOUSING COVENANT KNOW ALL BY THESE PRESENTS THAT the undersigned owner ("Owner") hereby makes, declares and imposes on the land herein described, these covenants running with the title to the land, which shall be binding on the Owner, all heirs, successors, and assigns, personal representatives, mortgagees, lessees, and against all persons claiming by, through or under them; WHEREAS, Owner holds the fee simple title to the land in Miami -Dade County, Florida described in Exhibit "A," attached hereto and made a part hereof, hereinafter called the "Property," which is supported by the attorney's opinion attached as Exhibit WHEREAS, the Board of County Commissioners of Miami -Dade County has adopted the Miami -Dade County Road, Fire, Police, and Parks Impact Fee Ordinances as in effect on the date hereof (the. "Ordinances") Chapters 33E, 33J, 331, and 33H respectively of the Code of Miami -Dade County; Florida; and WHEREAS, the Ordinances exempt from the required payment of impact fee housing units which provide affordable housing for low and very low income families, as defined in the Ordinances; and WHEREAS, Owner seeks a road impact fee exemption pursuant to the Ordinances; and WHEREAS, the Miami -Dade. County Department of Regulatory and Economic Resources (the Department) through its Director is given authority to administer and effectuate the Ordinances; and WHEREAS, Owner will construct a project in Miami -Dade County to be occupied by low income families on the Property afore described (the "Project"); and WHEREAS, Owner has agreed to assure the Department that all 578 residential units within the Project will be occupied by low income families with monthly rents, or monthly mortgage payments including taxes and insurance, which do not exceed thirty percent (30%) of that amount which represents eighty percent (80%) of the median annual income. for households within Miami -Dade County, divided by twelve (12) ("Low Income Housing"),. as required by the Ordinances; and Affordable Housing Covenant Page 2 of 6 WHEREAS, Owner is submitting this covenant to induce the Director of the Department to grant an exemption of the aforesaid impact fees in the total amount of the road, impact fees. NOW THEREFORE, in consideration of the recitals set forth above, which are true and correct and are incorporated herein by this reference and the covenants and undertakings set forth herein, and other good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, Owner, its successors and assigns, does hereby covenant and agree as follows: 1. General A. That the Project shall be occupied on a continuous basis by members of the general public who comply with the Low Income Housing affordable housing exemptions of the Ordinances for a time period no less than fifteen (15) years from the date of this covenant; and B. That impact fees will become due and payable by the current owner of the Project at such time it loses its status as a Low Income Housing within fifteen (15) years from the date of this covenant; C. Owner shall furnish to the Department a report each year for a period of five (5) years from the date of this covenant certifying the income of the tenants of the Project and compliance with the Low Income Housing requirements of this covenant; D. In the event Owner sells the Project, Owner shall provide all documentation as required by the Director of the Department to prove that the prospective occupants comply with the Low Income Housing exemption of the Ordinances. Upon Department approval of the affordable housing exemption, applicant shall have the right, upon written request delivered to the Department, to be released from this covenant. Termination. Owner, its successors or assigns, shall have the right, upon written request delivered to the Department, to be released and have the project released from the terms and conditions contained herein upon tender to Miami -Dade County of the full amount of the applicable impact fees in effect at the time of the requested release, payable in accordance with the provisions of the Ordinances. Covenant Running with the Land. This covenant shall constitute a covenant running with the residential units on the Property and may be recorded in the Public Records of Miami - Dade County, Florida, and shall remain in full force and effect and be binding upon Owner and its successors and assigns until such time as the same is modified or released or as otherwise provided in this covenant. Affordable Housing Covenant Page 3 of 6 Governing Law. This covenant shall be governed by and construed in accordance with the Taws of the State of Florida, both as to substantive rights and those governing remedies. Notice. Any notice required to be given herein shall be given by personal delivery of by certified U.S. mail at the address specified below or at such other address as may be specified in writing by the parties. DEPARTMENT Department of Regulatory and Economic Resources Stephen P. Clark Center 111 NW 1 Street, Suite 1210 Miami, Florida 33128 ATTN.: Director OWNER Block 55 Residential, LP 2901 Florida Avenue, Suite 806 Miami, Florida 33130 Attention: Michael Swerdlow Severability. If any provision of this covenant shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. [Execution Pages Follow] Signed, witnessed, executed_ and acknowledged this a day of 6Vi, 2021. BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit publicbenefit corporation, its general partner Witnesses By: By: -/� Print Name:�� !�—�''Z Name: 4<4t 4 Zit 0N! Title: %'rdaeb,emrAils 7au4 B. Print Namea_ STATE OF e_wLJFL7 /-%Y ) COUNTY OF.-54A/ .Ui6-46 )SS The foregoing instrument was acknowledged bore me, by means of (k) physical presence ) online notarization, this day of�Ct' 2021 by J a c� PS a-7' 44 A ---- of Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, as the general partner of Block 55 Residential, LP, a Florida limited, partnership, on behalf of said entities, who is ( ) personally known to me or ( roduced a valid driver's license as identification. ELIZABETH L. BLOOM v Notary Public : California` San Diego County Commission # 2291507 My Comm. Expires Jul 1, 2023 My Commission Expires r! Notary Public: Sign Name: Print Name: �1 sZA.,1-1 0?14-4-6 z , env ez [NOTARIAL SEAL] Affordable Housing Covenant Page S of 6 Legal Description Lots' 1 through 20, inclusive, of Block 55 North, Map aMiami, Dade Co. Fla, according to the plat thereof, as recorded in Plat Book B, Page 41, pf the Public Records of Miami -Dade County, Florida; less and except the East-7.5feet of Lot 20; and further Tess and except that portion of Lot 10 taken by the State Of Florida Department Of Transportation by Order OfTaking recorded, in Official Records Book 5349, Page 129, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: Begin on the West line of .said Lot 10 at a point 14.51 feet South. 02°16'16" East from the Northwest corner thereof; said point being the beginning of a: curve concave Southeasterly having a radius of 14.5. feet, thence from a tangent bearing of. North 02°16'16" West run Northwesterly, Northerly and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest corner of said Lot 10, thence South 02°16'16" East 14.51 feet along the West line of said Lot 10 to the Point Of Beginning. LESS AND EXCEPT: A RIGHT-OF-WAY DEDICATION PARCEL BEING A PORTION OF LOT 1 AND. LOTS 10 THROUGH 20, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA.; ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST.7,50 FEET OF SAID LOT 20; AND FURTHER. LESS AND EXCEPT THAT PORTION OF SAID ;LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDEROF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC. RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A. TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE: WESTERLY 14.51 FEET ALONG SAID NORTH LINE. TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. SAID RIGHT-OF-WAY DEDICATION PARCEL LYING IN SAID BLOCK 55 NORTH AND BEING DESCRIBED AS FOLLOWS: THE EAST 12.50 FEET OF SAID LOT 1. AND THE WEST 10.00 FEET OF SAID LOT 10. AND Affordable Housing Covenant Page 6 of 6 THE WEST 10.00 FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOT 10 AND TANGENT TO A LINE 10.00 FEET NORTH AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. THE ABOVE DESCRIBED RIGHT-OF-WAY PARCEL SITUATED IN THE CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA AND LAND CONTAINING 10,640 SQUARE FEET MORE OR LESS 4812-3858-6622, v. 4 JOINDER BY MORTGAGEE The undersigned CITY OF MIAMI, a municipal corporation of the State of Florida ("Mortgagee"), and mortgagee under that certain Miami Forever Bond Mortgage and Security Agreement for Sawyer's Walk from Block 55 Residential, LP, a Florida limited partnership, dated August 12, 2021, recorded August 25, 2021, in Book 32702, Page 915, of the public records of Miami -Dade County, Florida covering all of the property described in the foregoing Affordable Housing Covenant, does hereby acknowledge that the terms of the foregoing Covenant are and shall be binding upon the undersigned and its successors in title. IN WITNESS WHEREOF, these presents have been executed this day of 2021. ATTEST: By: Todd Hannon, City Clerk Date: APPROVED AS TO FORM AND CORRECTNESS: By: Victoria Mendez, City Attorney STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE CITY OF MIAMI, a municipal corporation of the State of Florida Bv: Arthur Noriega V, City APPROVED MANAGE By: Ann -Marie :harp;. Director The foregoing instrument was acknowledged before me, by means of 0 physical presence or 0 by online notarization, this day of , 2021, by Arthur Noriega V, as City Manager of the City of Miami, a municipal corporation of the State of Florida, on behalf of said municipal corporation. He is personally known to me or has produced as identification. Notary Public Printed Name of Notary Public My Commission expires: 4828-7351-4494, v. 1 This instrument was prepared by: Maine: Carli Koshal, Esq. Addressi Bercow Radell Fernandez Larkin & Tapanes, PLLC 200 S. Biscayne Boulevard, Suite 300 Miami, FL 33131 (Space reserved for Clerk), AFFORDABLE HOUSING COVENANT KNOW ALL BY THESE PRESENTS THAT the undersigned owner ("Owner") hereby makes, declares and imposes on the land herein described, these covenants running with. the title to the land, which shall be binding on the Owner, all heirs, successors, and assigns, : personal representatives, mortgagees, lessees, and against all persons claiming by, through or under them; WHEREAS, Owner holds the fee simple title to the land in Miami -Dade County, Florida described in Exhibit "A," attached hereto and made a part hereof, hereinafter called the "Property," which is supported by the attorney's opinion attached as Exhibit WHEREAS, the Board of County Commissioners. of Miami -Dade County has adopted the Miami -Dade County Road, Fire, Police, and Parks Impact Fee Ordinances as in effect on the date hereof (the "Ordinances") Chapters 33E, 33J, 331, and 33H respectively of the Code of Miami -Dade County, Florida; and WHEREAS, the Ordinances exempt from the required payment of impact fee housing units which provide affordable housing for low and very low income families, as defined in the Ordinances; and WHEREAS, Owner seeks a road impact fee exemption pursuant to the Ordinances; and WHEREAS, the Miami -Dade County Department of Regulatory and Economic Resources (the Department) through its Director is given authority to administer and effectuate the Ordinances; and WHEREAS, Owner will construct a project in Miami -Dade County to be occupied by low income families on the Property afore described (the "Project"); and WHEREAS, Owner has agreed to assure the Department that all 578 residential units within the Project will be occupied by low income families with monthly rents, or monthly mortgage payments including taxes and insurance, which do notexceed thirty percent (30%) of that amount which represents eighty percent (80%) of the -median annual income. for households within Miami -Dade County, divided by twelve (12) ("Low Income Housing"), as required by the .Ordinances;'and Affordable Housing Covenant Page 2 of 6 WHEREAS, Owner is submitting this covenant to induce the Director of the Department to grant an exemption of the aforesaid impact fees in the total amount of the road impact fees. NOW THEREFORE, in consideration of the recitals set forth above, which are true and correct and are incorporated herein by this: reference and the covenants and undertakings set forth herein, and.other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Owner, its successors and assigns, does hereby covenant and agree as follows: • 1. General A. That the Project shall be occupied on a continuous basis by members of the general public who comply with the Low Income Housing affordable housing exemptions.of the Ordinances for a time period no less than fifteen (15) years from the date of this covenant; and B. That impact fees will become due and payable by the current owner of the Project at such time it loses its status as a Low Income Housing within fifteen (15) years from the date of this covenant C. Owner shall furnish to the Department a report each year for a period of five (5) years from the date of this covenant certifying the income of the tenants of the Project and compliance with the Low Income Housing: requirements of this covenant; D. in the event Owner sells the Project,. Owner shall provide all documentation as required by the Director of the Department to prove that the prospective occupants comply with the Low Income Housing exemption of the Ordinances. Upon Department approval of the affordable housing exemption, applicant shall have theright, upon written request delivered to the Department, to be released from this covenant. Termination. Owner, its successors or assigns, shall have the right, upon written request delivered to the Department, to be released and have the project released from the terms and conditions contained herein upon tender to Miami -Dade County of the full amount of the applicable impact fees in effect at the time of the requested release, payable in accordance with the provisions of the Ordinances. Covenant Running with the Land. This covenant shall:constitutea covenant running with the residential units on the Property and may be recorded in the Public Records of Miami - Dade County, Florida, and shall remain in full force and effect and be binding upon Owner and its successors and assigns until such time as the same is modified or released or as otherwise provided in this covenant. Affordable Housing Covenant Page 3 of 6 Governing Law. This covenant shall be governed by and construed in accordance with the laws of the State of Florida, both as to substantive rights and those governing remedies. Notice. Any notice required to be given herein shall be given by personal delivery of by certified U.S. mail at the address specified below or at such other address as may be specified in writing by the parties. DEPARTMENT Department of Regulatory and Economic Resources Stephen P. Clark Center 111 NW 1 Street, Suite 1210 Miami, Florida 33128 ATTN.: Director OWNER Block 55 Residential, LP 2901 Florida Avenue, Suite 806 Miami, Florida 33130 Attention: Michael Swerdlow Severability. If any provision of this covenant shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions .shall not be affected or impaired. [Execution Pages Follow] Signed, witnessed, executed and acknowledged this day of 6 4 2021. BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership By: Pacific. Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partner Witnesses By: By: fI 449 Print Name: !Le— t-Z Name: 04," / L4INd Title: rftlief//plc #ir/A recor«'c Dn?6ctok B: Print Name o STATE OF e-41`f f° RAI' M- ) COUNTY OF t54A/ d-6 )SS j The foregoing instrument was, acknowledged bef ore me, by means of (k ) physical presence or ( ) online notarization, this day oft ! ' 2021 by a• c3 6. IJ -- -- of Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, as the general partner of Block 55 Residential, LP, a. Florida limited partnership, on behalf of said entities, who is ( ) personally known to me or ( 4roduced a valid driver's license as identification. ELIZABEfH L. BLOOM Notary Public • California♦ San Diego County Commission # 2291507 My Comm. Expires Jul 1, 2023 My Commission Expires (! A-0 Notary Public: Sign Name: '� Z2� 7)b Print Name: e0 [NOTARIAL SEAL] Affordable Housing Covenant Page 5 of 6 Legal Description Lots 1 through 20, inclusive, of Block 55 North, Map of Miami, Dade Co. Fla, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; less and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot 10 taken by the State Of Florida Department Of Transportation by Order Of Taking recorded in Official Records Book 5349, Page 129, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: Begin on the West line of said Lot 10 at a point 14.51 feet South 02°16'16" East from the Northwest corner thereof, said point being the beginning of a curve concave Southeasterly having a radius of 14.5 feet, thence from a tangent bearing of North 02°16'16" West run Northwesterly, Northerly and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest corner of said Lot 10, thence South 02°16'16" East 14.51 feet along the West line of said Lot 10 to the Point Of Beginning. LESS AND EXCEPT: A RIGHT-OF-WAY DEDICATION PARCEL BEING A PORTION OF LOT 1 AND LOTS 10 THROUGH 20, OF BLOCK 55. NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.50 FEET OF SAID LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF SAID LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC. RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE. PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE. BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID- LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. SAID RIGHT-OF-WAY DEDICATION PARCEL LYING IN SAID BLOCK 55 NORTH AND BEING DESCRIBED AS FOLLOWS: THE EAST 12.50 FEET OF SAID LOT 1. AND THE WEST 10.00 FEET OF SAID LOT 10. AND Affordable Housing Covenant Page 6 of 6 THE WEST 10.00 FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 - FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOT 10 AND TANGENT TO A LINE 10.00 FEET NORTH AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. THE ABOVE DESCRIBED RIGHT-OF-WAY PARCEL SITUATED IN THE CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA AND LAND CONTAINING 10,640 SQUARE FEET MORE OR LESS 4812-3858-6622, v. 4 JOINDER BY MORTGAGEE The undersigned CITY OF MIAMI, a municipal corporation of the State of Florida ("Mortgagee"), and mortgagee under that certain Miami Forever Bond Mortgage and Security Agreement for Sawyer's Walk from Block 55 Residential, LP, a Florida limited partnership, dated August 12, 2021, recorded August 25, 2021, in Book 32702, Page 915, of the public records of Miami -Dade County, Florida covering all of the property described in the foregoing Affordable Housing Covenant, does hereby acknowledge that the terms of the foregoing Covenant are and shall be binding upon the undersigned and its successors in title. IN WITNESS WHEREOF, these presents have been executed this ( day of -'-P--724.4-PA. 2021. ATTEST: Todd Hanno , Date: ‘‘ \c\ ab 1 CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Norie_a V, City APP :: ' D TO FORM AND APPROVED BY CO STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE MANAGEM Ann -Marie + s e I irec The foregoing instrument was acknowledged before me, by means of Etchysical presence or 0 by online notarization, this 19 day of )ta-ve•+tio-424 , 2021, by Arthur Noriega V, as City Manager of the City of Miami, a municipal corporation of the State of Florida, on behalf of said municipal corporation. He is personally known to me or has produced as identi ation. )1KCe-€4.4 J. Notary Public -,a4(,4 T. a -) Printed Name of Notary Public My Commission expires: 4828-7351-4494, v. 1 111111111111 IhN IIIII IIIII Ilfll lull IIII INI This instrument was prepared by: Name Carli Koshal, Esq. Address: Bercow Radell Fernandez Larkin & Tapanes, PLLC 200 S. Biscayne Boulevard, Suite 300 Miami, FL 33131 CFN 2.021 RC1883725 OR BK 32867 Ps5 2210-2225 (16Pss) RECORDED 11/23/2021 15:24:04 HARVEY RUVIN, CLERK OF COURT t1IANI-DARE COUNTY, FLORIDA (Space reserved for Clerk) AFFORDABLE HOUSING COVENANT KNOW ALL BY THESE PRESENTS THAT the undersigned owner ("Owner") hereby makes, declares and imposes on the land herein described, these covenants running with the title to the land, which shall be binding on the Owner, all heirs, successors, and assigns, personal representatives, mortgagees, lessees, and against all persons claiming by, through or under them; WHEREAS, Owner holds the fee simple title to the land in Miami -Dade County, Florida described in Exhibit "A," attached hereto and made a part hereof, hereinafter called the "Property," which is supported by the attorney's opinion attached as Exhibit WHEREAS, the Board of County Commissioners of Miami -Dade County has adopted the Miami -Dade County Road, Fire, Police, and Parks Impact Fee Ordinances as in effect on the date hereof (the "Ordinances") Chapters 33E, 33J, 331, and 33H respectively of the Code of Miami -Dade County, Florida; and WHEREAS, the Ordinances exempt from the required payment of impact fee housing units which provide affordable housing for low and very low income families, as defined in the Ordinances; and WHEREAS, Owner seeks a road impact fee exemption pursuant to the Ordinances; and WHEREAS, the Miami -Dade County Department of Regulatory and Economic , Resources (the Department) through its Director is given authority to administer and effectuate the Ordinances; and WHEREAS, Owner will construct a project in Miami -Dade County to be occupied by low income families on the Property afore described (the "Project"); and WHEREAS, Owner has agreed to assure the Department that all 578 residential units within the Project will be occupied by low income families with monthly rents, or monthly mortgage payments including taxes and insurance, which do not exceed thirty percent (30%) of that amount which represents eighty percent (80%) of the median annual income for households within Miami -Dade County, divided by twelve (12) ("Low Income Housing"), as required by the Ordinances; and t_nein 7 fPYAel.(n !"•M.' Liz nnndnon07nt n,..... 4 ..s 4C Affordable Housing Covenant Page 2 of 6 WHERE4S, Owner is submitting this covenant to induce the Director of the Department to grant an exemption of the aforesaid impact fees in the total amount of the road impact fees. NOW THEREFORE, in consideration of the recitals set forth above, which are true and correct and are incorporated herein by this reference and the covenants and undertakings set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Owner, its successors and assigns, does hereby covenant and agree as follows: 1. General A. That the Project shall be occupied on a continuous basis by members of the general public who comply with the Low Income Housing affordable housing exemptions of the Ordinances for a time period no less than fifteen (15) years from the date of this covenant; and B. That impact fees will become due and payable by the current owner of the Project at such time it loses its status as a Low Income Housing within fifteen (15) years from the date of this covenant C. Owner shalt furnish to the Department a report each year for a period of five (5) years from the date of this covenant certifying the income of the tenants of the Project and compliance with the Low Income Housing requirements of this covenant; D. In the event Owner sells the Project, Owner shall provide all documentation as required by the Director of the Department to prove that the prospective occupants comply with the Low income Housing exemption of the Ordinances. Upon Department approval of the affordable housing exemption, applicant shall have the right, upon written request delivered to the Department, to be released from this covenant. Termination. Owner, its successors or assigns, shall have the right, upon written request delivered to the Department, to be released and have the project released from the terms and conditions contained herein upon tender to Miami -Dade County of the full amount of the applicable impact fees in effect at the time of the requested release, payable in accordance with the provisions of the Ordinances. Covenant Running with the Land. This covenant shall constitute a covenant running with the residential units on the Property and may be recorded in the Public Records of Miami - Dade County, Florida, and shall remain in full force and effect and be binding upon Owner and its successors and assigns until such time as the same is modified or released or as otherwise provided in this covenant. 17)....1+•>010G7tn.......nn4 4 f4411f101 f10077nG Affordable Housing Covenant Page 3 of 6 Governing Law. This covenant shall be governed by and construed in accordance with the laws of the State of Florida, both as to substantive rights and those governing remedies. Notice. Any notice required to be given herein shall be given by personal delivery of by certified U.S. mail at the address specified below or at such other address as may be specified in writing by the parties. DEPARTMENT Department of Regulatory and Economic Resources Stephen P. Clark Center 111 NW 1 Street, Suite 1210 Miami, Florida 33128 ATTN.: Director OWNER Block 55 Residential, LP 2901 Florida Avenue, Suite 806 Miami, Florida 33130 Attention: Michael Swerdlow Severability. If any provision of this covenant shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. [Execution Pages Follow] In......I- in in ndLIZel nn A fl 0003 n...... ..r 4LA Signed, witnessed, executed and acknowledged this a day of an494 , 2021. BLOCK 55 RESIDENTIAL, LP, a Florida limited partnership By: Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, its general partner Witnesses By: By: � 449 i/ Print Name: Name:Ta'KPt +4 L f /A1{ Title: 117t6Si4Ear/Sret.vri Phtittoik B' Print Name STATE OF G 0'-rfp RA' 01- ) COUNTY OF d5--4" 1"'1 '-6D )SS J The foregoing instrument was acknowledged b re me, by means of ( k) physical presence or ) online notarization, this day ofekt 2021 by A •�"r -" of Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, as the general partner of Block 55 Residential, LP, a Florida limited partnership, on behalf of said entities, who is ( ) personally known to me or ( 4roduced a valid driver's license as identification. ELIZABETH L. BLOOM Notary Public • California t i San Diego County Commission N 2291507 My Comm. Expires Jul 1.2023 lM Commission Expires t , ,R-Ogg Notary Public: Sign Name: Print Name: 4Er1J L , 4z> [NOTARIAL SEAL] In 7!in_-_nFA o r+rwIJt/1nr]wrinnA7A _r.A,+ Affordable Housing Covenant Page 5 of 6 Legal Description Lots 1 through 20, inclusive, of Block 55 North, Map of Miami, Dade Co. Fla, according to the plat thereof, as recorded in Plat Book B, Page 41, of the Public Records of Miami -Dade County, Florida; less and except the East 7.5 feet of Lot 20; and further less and except that portion of Lot 10 taken by the State Of Florida Department Of Transportation by Order Of Taking recorded in Official Records Book 5349, Page 129, of the Public Records of Miami -Dade County, Florida, being more particularly described as follows: Begin on the West line of said Lot 10 at a point 1451 feet South 02°16'16" East from the Northwest comer thereof, said point being the beginning of a curve concave Southeasterly having a radius of 14.5 feet thence from a tangent bearing of North 02°16'16" West run Northwesterly, Northerly and Northeasterly 22.79 feet along said curve through a central angle of 90°02'57" to the North line of said Lot 10, thence Westerly 14.51 feet along said North line to the Northwest comer of said Lot 10, thence South 02'16'16" East 14.51 feet along the West line of said Lot 10 to the Point Of Beginning. LESS AND EXCEPT: A RIGHT-OF-WAY DEDICATION PARCEL BEING A PORTION OF LOT 1 AND LOTS 10 THROUGH 20, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.50 FEET OF SAID LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF SAID LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. SAID RIGHT-OF-WAY DEDICATION PARCEL LYING IN SAID BLOCK 55 NORTH AND BEING DESCRIBED AS FOLLOWS: THE EAST 12.50 FEET OF SAID LOT 1. AND THE WEST 10.00 FEET OF SAID LOT 10. AND Affordable Housing Covenant Page 6 of 6 THE WEST 10.00 FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF SAID LOT 10 AND TANGENT TO A UNE 10.00 FEET NORTH AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. THE ABOVE DESCRIBED RIGHT-OF-WAY PARCEL SITUATED IN THE CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA AND LAND CONTAINING 10,640 SQUARE FEET MORE OR LESS 4812-3858-6822, v. 4 JOINDER BY MORTGAGEE The undersigned CITY OF MIAMI, a municipal corporation of the State of Florida ("Mortgagee"), and mortgagee under that certain Miami Forever Bond Mortgage and Security Agreement for Sawyer's Walk from Block 55 Residential, LP, a Florida limited partnership, dated August 12, 2021, recorded August 25, 2021, in Book 32702, Page 915, of the public records of Miami -Dade County, Florida covering all of the property described in the foregoing Affordable Housing Covenant, does hereby acknowledge that the terms of the foregoing Covenant are and shall be binding upon the undersigned and its successors in title. IN WITNESS WHEREOF, these presents have been executed this / °1 day of A3 € V2-+A-4.4-t 2021. ATTEST: Todd Hanndrr, City ' lerk Date: \ ' k cib'D-- 1 APP CO By: TO FORM AND City Attorney ST ` E OF FLORIDA ) SS: COUNTY OF MIAMI-DADE CITY OF MIAMI, a munici• - I corporation of the State of Florida By. Arthur Noriega APPROVED MANAGE M , Director The foregoing instrument was acknowledged before me, by means of N1 physical presence or 0 by online notarization, this / 5 day of t nix-rwde. , 2021, by Arthur Noriega V, as City Manager of the City of Miami, a municipal corporation of the State of Florida, on behalf of said municipal corporation. He is personally known to me or has produced as id enr 'ication. My Commission expires: 4828-7351-4494, v. 1 Notary Public Printed Name of Notary Public MARIA T. ASON MY COMMISSION # 00297231 EXPIRES: March 27, 2023 4 an InCk11tnron n000-7nc n.,.._ ..r 4n_ JOINDER BY MORTGAGEE The undersigned THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association ("Mortgagee"), and mortgagee under that certain First Mortgage, Assignment of Rents and Leases, Security Agreement and Fixture Filing from Block 55 Residential, LP, a Florida limited partnership, dated August 12, 2021, recorded August 25, 2021, in Book 32702, Page 849, as assigned to Mortgagee pursuant to that certain Assignment of First Mortgage and Financing Documents dated as of August 12, 2021, recorded August 25, 2021, in Book 32702, Page 881, each of the public records of Miami -Dade County, Florida, covering all of the property legally described in the foregoing Affordable Housing Covenant, does hereby acknowledge that the terms of the foregoing Covenant shall be binding upon the undersigned and its successors in title. IN WITNESS WHEREOF, these presents have been executed this 28th day of October, 2021. Print Name: Michele R. Shrum Print Name: Richard Dillard STATE OF FLORIDA ) SS: COUNTY OF DUVAL THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association By: N �i�•P`� e: Step nie Greene -Matthews Title: Vice President The foregoing instrument was acknowledged before me, by means of physical presence or ❑ by online notarization, this 28th day of October 2021, by Stephanie Greene -Matthews, as Vice President of The Bank of New York Mellon Trust Company, N.A., a national banking association, on behalf of said association. He/she is personally known to me or has produced as identification. My Commission expires: 4820-1853-1838, v. 1 (um Notary Public Printed Name of No ary Public Ahl-han T r/lpr NATHAN TURNER MY COMMISSION 0G290182 EXPIRES: January 09, 2023 A-_L/]nn/n-7/PY-II/lA-7 OPINION OF TITLE To: Miami -Dade County, a municipal corporation With the understanding that this Opinion of Title is furnished to Miami -Dade County, a municipal corporation, as an inducement for acceptance of a Affordable Housing Covenant restricting the real property hereinafter described, it is hereby certified that we have examined the Owner's Policy of Title Insurance issued by First American Title Insurance Company under Policy No. 5011412-0875405e with an effective date of August 25, 2021 at 04:53:22 p.m. and that certain Attorneys' Title Insurance Fund Services, LLC ATIDS search from August 25, 2021 through September 23, 2021 at 11:00 p.m. (collectively, the "Title Evidence"), which Search covers the period from the beginning of time to September 23, 2021 at 11:00 p.m., inclusive, with respect to the Property described in Exhibit "A" attached hereto. Basing our opinion solely on the aforesaid Title Evidence covering said period, we are of the opinion that on the last mentioned date, the fee simple title to the Property was vested in: Block 55 Residential, LP, a Florida limited partnership Further, based solely on the on-line records of www.sunbiz.org as of October 12, 2021, Robert W. Laing, as President/Executive Director of Pacific Southwest Community Development Corporation, a California nonprofit public benefit corporation, as general partner of Bock 55 Residential, LP, a Florida limited partnership, is authorized to enter into that certain Affordable Housing Covenant. Subject to the following liens, encumbrances, and other exceptions: 1. RECORDED MORTGAGE: (a) First Mortgage, Assignment of Rents and Lease, Security Agreement and Fixture Filing from Block 55 Residential, LP, a Florida limited partnership, to Housing Finance Authority of Miami -Dade County, Florida, and The Bank of New York Mellon Trust Company, N.A., as note trustee, dated August 12, 2021, recorded August 25, 2021, in Book 32702, Page 849, as assigned by that certain Assignment of First Mortgage Documents from Housing Finance Authority of Miami -Dade County, Florida, to The Bank of New York Mellon Trust Company, N.A., as bond trustee, dated August 12, 2021, recorded August 25, 2021 in Book 32702 Page 881, securing unto the insured lender indebtedness in the original face amount of $200,000,000.00. (b) Miami Forever Bond Mortgage and Security Agreement from Block 55 Residential, LP, a Florida limited partnership, to City of Miami, dated August 12, 2021, recorded August 25, 2021 in Book 32702, Page 915; as affected by Subordination and Partial Release Agreement among Housing Finance Authority of Miami -Dade County, Florida, The Bank of New York Mellon Trust Company, N.A., City of Miami, and Block 55 Residential, LP, dated August 12, 2021, Recorded August 25, 2021 in Book 32702, Page 936. 2. RECORDED MECHANICS LIENS, CONTRACT LIENS AND JUDGMENTS: None. 4835-4669-0302 v_1 156079/00020 3. GENERAL EXCEPTIONS: (a) All taxes or assessments for the year 2021 and all subsequent years. (b) Rights of parties in possession other than the above owner. (c) Facts that would be disclosed by an accurate survey of the Property. (d) Any unrecorded laborer's, mechanics' or materialmens' liens and municipal liens. (e) Zoning and other restrictions imposed by governmental authority. (f) Any adverse claim to any portion of said land which has been created by artificial means or has accreted to any such portion so created and riparian rights, if any. 4. SPECIAL EXCEPTIONS: (a) Reservation of an undivided three -fourths interest in, and title in and to an undivided three -fourths interest in, all the phosphate, minerals, and metals that are or may be in, on, or under the said land and an undivided one-half interest in all the petroleum that is or may be in, on, or under said land with the privilege to mine and develop the same in accordance with Section 270.11(1), Florida Statutes in favor of the City of Miami by virtue of Warranty Deed recorded in Official Records Book 17064, Page 152, without right of entry. Agreement for Water and Sanitary Sewer Facilities between Miami -Dade County and Southeast Overtown/Park West Community Redevelopment Agency recorded in Official Records Book 31514, Page 1200. Block 55 Restrictive Covenant recorded September 11, 2020 in Official Records Book 32095, Page 3457, affected by Certificate of Compliance Southeast Overtown/Park West Community Redevelopment Agency, dated August 12, 2021 and recorded August 25, 2021 in Official Records Book 32702, Page 98. (d) Housing Restrictive Covenant Agreement recorded September 11, 2020 in Official Records Book 32095, Page 3520, affected by Approval of Transfer Southeast Overtown/Park West Community Redevelopment Agency, dated August 12, 2021 and recorded August 25, 2021 in Official Records Book 32702, Page 97, and as assigned and assumed by that certain Assignment and Assumption Agreement between Block 55 Owner, LLC, as Assignor and Block 55 Residential, LP, as Assignee, dated August 12, 2021, recorded August 25, 2021, in Official Records Book 32702, Page 845. (b) (c) (e) 4835-46694302 v.1 156079100020 Unrecorded Lease as evidenced by Memorandum of Lease dated September 4, 2020, as amended, by and between Block 55 Owner, LLC, a Florida limited liability company, Landlord and Target Corporation, a Minnesota corporation, Tenant filed of record September 11, 2020, in Book 32095, Page 3546, and Amendment to Memorandum of Lease recorded April 19, 2021 in Book 32445, Page 4817, Public Records of Miami -Dade County, Florida; as affected by Subordination, Non - Disturbance and Attornment Agreement recorded August 25, 2021 in Official Records Book 32702, Page 985. (g) Unrecorded Lease as evidenced by Memorandum of Lease dated September 1, 2020, as amended, by and between Block 55 Owner, LLC, a Florida limited liability company, Landlord and Aldi (Florida) L.L.C., a Florida limited liability company, Tenant filed of record September 11, 2020, in Book 32095, Page 3556, Public Records of Miami -Dade County, Florida; as affected by Subordination, Non -Disturbance and Attornment Agreement recorded August 25,2021 in Official Records Book 32702, Page 995. Notice of Establishment of the Sawyer's Landing Community Development District recorded in Official Records Book 32341, Page 1533. Unrecorded Lease as evidenced by Memorandum of Lease dated April 29, 2021, by and between Block 55 Owner, LLC, a Florida limited liability company, Landlord and Burlington Coat Factory Warehouse Corporation, a Florida corporation, Tenant filed of record July 15, 2021, in Book 32623, Page 3316, Public Records of Miami -Dade County, Florida; as affected by Subordination, Non -Disturbance and Attornment Agreement recorded August 25,2021 in Official Records Book 32702, Page 1004. (j) Land Use Restriction Agreement by and among the Housing Authority of Miami -Dade County, Florida, Biock 55 Residential, LP, a limited partnership formed and The Bank of New York Mellon Trust Company, N.A., a national banking association, dated August 12, 2021, recorded August 25, 2021 in Book 32702, Page 812, (k) Reservations of development rights as set forth in that certain Special Warranty Deed from Block 55 Owner, LLC to Block 55 Residential, Ltd., dated August 12, 2021, recorded August 25, 2021 in Book 32702, Page 99. (1) Air Rights Easement Agreement by and among by and between Block 55 Owner, LLC, a Florida limited liability company, its successors and or/assigns, and Sawyer's Landing Community Development District, a local unit of special purpose government duly organized and existing under the provisions of the Uniform Community Development District Act of 1980, Chapter 190, Florida Statutes, as amended, Section 1.01(A)(21) of the Miami -Dade Home Rule Charter, approved by Resolution No. R-20-0086 of the City Commission of the City of Miami, Florida, adopted on March 12, 2020, and created pursuant to Ordinance No. 21-2, enacted by the Board of County Commissioners of Miami -Dade County, Florida on January 20, 2021 and becoming effective on January 30, 2021, dated August 12, 2021, recorded, August 25, 2021 in Book 32700, Page 2170; as affected by Subordination and Partial Release Agreement among Housing Finance Authority of Miami -Dade County, Florida, The Bank of New York Mellon Trust Company, N.A., City of Miami, and Block 55 Residential, LP, dated August 12, 2021, recorded August 25, 2021 in Book 32702, Page 936, as affected by Subordination, Non -Disturbance and Attornment Agreement by and among Block 55 Owner, LLC Sawyers Landing Community Development District, and Target Corporation recorded, August 25, 2021 in Official Records Book 32700, Page 2217 as affected by as affected by Subordination, Non -Disturbance and Attornment Agreement by and among Biock 55 Owner, LLC Sawyers Landing Community Development District, and Aldi's recorded August 25, 2021 in Official Records Book 32700, Page 2223; as affected by as affected by Subordination, Non -Disturbance and Attainment Agreement by and among Block 55 Owner, LLC Sawyers Landing Community Development District, and Burlington Coat Factory Warehouse recorded August 25, 2021 in Official Records Book 32700, Page 2229; as affected by as affected by Subordination, Non -Disturbance and Attomment Agreement by and among Block 55 Owner, LLC Sawyers Landing Community Development District, and Five Below recorded August 25, 2021 4835-4669-0302 v_1 156079/00020 -.-t-,n AA A7lr9- A•'7AA r",CA111n r1 el A 0*3 rt (m) in Official Records Book 32700, Page 2235; as affected by as affected by Subordination, Non - Disturbance and Attomment Agreement by and among Block 55 Owner, LLC Sawyers Landing Community Development District, and Ross Dress for Less, Inc. recorded August 25, 2021 in Official Records Book 32700, Page 2243. Air Rights Easement Agreement by and among by and between Block 55 Owner, LLC, a Florida limited liability company, its successors and or/assigns, and Block 55 Org Owner, LLC, a Florida limited liability company, dated August 12, 2021, recorded August 25, 2021 in Book 32702, Page 4. (n) Declaration of Consent to Jurisdiction of The Sawyer's Landing Community Development District (Imposition of Special Assessments, and Imposition of Lien of Record); and Mortgagee Acknowledgement of District's Special Assessment Lien by and between Block 55 Owner, LLC and Housing Finance Authority of Miami -Dade County, Florida, dated August 12, 2021, recorded August 25, 2021 in Book 32702, Page 59. (o) Lien of Record of Sawyer's Landing Community Development District by Sawyer's Landing Community Development District, dated August 12, 2021, recorded August 25, 2021 in Book 32702, Page 68. (p) Collateral Assignment and Assumption of Certain Development Rights Relating to Sawyer's Landing by Block 55 Owner, LLC, in favor of Sawyer's Landing Community Development District, dated August 12, 2021, recorded August 25, 2021 in Book 32702, Page 71. (q) True -Up Agreement by and between Sawyer's Landing Community Development District and Block 55 Owner, LLC, dated August 12, 2021, recorded August 25, 2021 in Book 327402, Page 84. (r) Unrecorded Lease dated April 14, 2021, by and between Block 55 Owner, LLC, a Florida limited liability company, Landlord and Five Below, Inc., a Pennsylvania corporation, Tenant; as affected by Subordination, Non -Disturbance and Attomment Agreement recorded August 25, 2021 in Official Records Book 32702, Page 1014. (s) Unrecorded Lease dated August 1, 2021, by and between Block 55 Owner, LLC, a Florida limited liability company, Landlord and Ross Dress for Less, Inc., Tenant; as evidenced by that certain Memorandum of Lease dated August 12, 2021, recorded, August 25, 2021 in Book 32700, Page 2145, affected by Subordination, Non -Disturbance and Attomment Agreement recorded August 25, 2021 in Official Records Book 32702, Page 1025. (t) Declaration of Restrictive Covenants recorded August 4, 2021 in Official Records Book 32661, Page 2561. (u) Declaration of Restrictive Covenants for Sawyer's Walk (Miami Forever Bond Funds) by Block 55 Residential, LP in favor of the City of Miami dated August 12, 2021, recorded August 25, 2021 in Book 32702, Page 987. (v) Rent Regulatory Agreement for Sawyer's Walk by Block 55 Residential, LP in favor of the City of Miami dated August 12, 2021, recorded August 25, 2021 in Book 32702, Page 905. 4835r3669-0302 v.I 156079/00020 Notice of Commencement recorded August 25, 2021 in Book 32702, Page 1034. Notice of Commencement recorded August 25, 2021 in Book 32702, Page 1061. Notice of Commencement recorded August 27, 2021 in Book 32705, Page 410. All of the recording information contained herein refers to the Public Records of Miami -Dade County, Florida. Therefore, it is our opinion that the following parties must join in the execution of the Affordable Housing Covenant, as applicable with Miami -Dade County, covering the real property described herein. NAME INTEREST SPECIAL EXCEPTION NO. Block 55 Residential, LP, a Florida limited partnership Owner N/A The Bank of New York Mellon Trust Company, N.A. Mortgagee I (a) The City of Miami Mortgagee I (b) I, the undersigned, further certify that I am an attorney -at -law duly admitted to practice in the State of Florida and am a member in good standing of the Florida Bar. [SIGNATURE PAGE OF OPINION OF TITLE ON NEXT PAGE] 4835-4669-0302 v.I 156079/00020 Q....i.OefoG7/n........nnnn r+C' AI11r7nn 4 no o•n7r E n....... 4., ..L 4 C [SIGNATURE PAGE OF OPINION OF TITLE] Respectfully submitted this day of October, 2021. NELSON MUD RAEY & SCARBOROUGH LLP By: Name: 'stopher Staller Florida Bar No. 684813 Address: Nelson Mullins Riley & Scarborough LLP 1905 NW Corporate Blvd., Suite 310 Boca Raton, FL 33431 Tel: 561-483-7000 STATE OF FLORIDA ) ) SS: COUNTY OF PALM BEACH ) The foregoing instrument was acknowledged before me by means of physical presence or online notarization, this ISO-Nday of October, 2021 by Christopher Staller, who is personally known to me and did take an oath. :►k, SHANNON N. AUSTIN 1/4 A: • MY COMMISSION# Fri 049333 EXPIRES: January 25. 2025 8006W Thu Nobly Pub3ctlatienNNIbr$ 4835-4669-0302 v.I 156079/00020 Print - Siannt nPOS-hin Print Name.• Notary Public, State of Florida Commission No.: My Commission Expires: i]v_ _ A A C A n EXHIBIT "A" Legal Description THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF MIAMI-DADE, STATE OF FLORIDA, AND DESCRIBED AS FOLLOWS: LOTS 1 THROUGH 20, INCLUSIVE, OF BLOCK 55 NORTH, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.5 FEET OF LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02° 16' 16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. LESS AND EXCEPT: ROW LESS OUT LEGAL DESCRIPTION: THOSE PORTIONS OF LOT 1 AND LOTS 10 THROUGH 20, OF BLOCK 55N, MAP OF MIAMI, DADE CO. FLA., ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK B, PAGE 41, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; LESS AND EXCEPT THE EAST 7.50 FEET OF SAID LOT 20; AND FURTHER LESS AND EXCEPT THAT PORTION OF SAID LOT 10 TAKEN BY THE STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION BY ORDER OF TAKING RECORDED IN OFFICIAL RECORDS BOOK 5349, PAGE 129, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN ON THE WEST LINE OF SAID LOT 10 AT A POINT 14.51 FEET SOUTH 02°16'16" EAST FROM THE NORTHWEST CORNER THEREOF, SAID POINT BEING THE BEGINNING OF A CURVE CONCAVE SOUTHEASTERLY HAVING A RADIUS OF 14.5 FEET, THENCE FROM A TANGENT BEARING OF NORTH 02°16'16" WEST RUN NORTHWESTERLY, NORTHERLY AND NORTHEASTERLY 22.79 FEET ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 90°02'57" TO THE NORTH LINE OF SAID LOT 10, THENCE WESTERLY 14.51 FEET ALONG SAID NORTH LINE TO THE NORTHWEST CORNER OF SAID LOT 10, THENCE SOUTH 02°16'16" EAST 14.51 FEET ALONG THE WEST LINE OF SAID LOT 10 TO THE POINT OF BEGINNING. SAID RIGHT-OF-WAY DEDICATION PARCEL LYING IN SAID BLOCK 55N AND BEING DESCRIBED AS FOLLOWS: THE EAST 12.50 FEET OF SAID LOT I. AND THE WEST 10.00 FEET OF SAID LOT 10. AND 4835-4669-0302 v.1 156079/00020 net A r+CA141,]Ar]A I100"37 r]L OR BK 32867 PG . r22..25 LAST PAGE THE WEST 10.00 FEET AND THE SOUTH 10.00 FEET OF SAID LOT 11 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 11, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHEAST, AND TANGENT TO A LINE 10.00 FEET EAST OF AND PARALLEL WITH THE WEST LINE OF SAID LOT 11 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 11. AND THE SOUTH 10.00 FEET OF SAID LOTS 12 THROUGH 19, INCLUSIVE. AND THE SOUTH 10.00 FEET AND THE WEST 5.00 FEET OF THE EAST 12.50 FEET OF SAID LOT 20 AND THE EXTERNAL AREA OF A CIRCULAR CURVE, LYING WITHIN SAID LOT 20, SAID CIRCULAR CURVE FORMED BY A 25.00 FOOT RADIUS, CONCAVE TO THE NORTHWEST, AND TANGENT TO A LINE 12.50 FEET WEST OF AND PARALLEL WITFI THE EAST LINE OF SAID LOT 20 AND TANGENT TO A LINE 10.00 FEET NORTH OF AND PARALLEL WITH THE SOUTH LINE OF SAID LOT 20. THE ABOVE DESCRIBED PORTIONS ARE SITUATED IN THE CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA. 4835.4669.0302 v.1 156079/00020 5 b5 l�CA1114-IrinA ft00'77nc n- A n_ _r A n