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HomeMy WebLinkAbout23856AGREEMENT INFORMATION AGREEMENT NUMBER 23856 NAME/TYPE OF AGREEMENT OMNI CRA & WYNWOOD HAUS, LLC DESCRIPTION ECONOMIC INCENTIVE AGREEMENT FOR MIXED -USE AND MIXED -INCOME PROJECT/FILE ID: 7929/CRA-R-20-0014 EFFECTIVE DATE April 12, 2022 ATTESTED BY TODD B. HANNON ATTESTED DATE 4/12/2022 DATE RECEIVED FROM ISSUING DEPT. 4/12/2022 NOTE Prepared By: Saul Ewing Arnstein & Lehr LLP 701 Brickell Avenue 17th Floor Miami, Florida 33131 After recording return to: Victoria Mendez, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305)416-1800 ECONOMIC INCENTIVE AGREEMENT FOR MIXED -USE AND MIXED -INCOME PROJECT Development of Properties identified by folio numbers 01-3136-003-0140, 01-3136-003-0150, 01-3136- 003-0160, 01-3136-003-0170, 01-3136-003-,0180, and 01-3136-003-0190, Miami, Florida (hereinafter "Wynwood Haus") THIS ECONOMIC INCENTIVE AGREEMENT .FOR MIXED -USE AND MIXED- INCOME PROJECT (the "Agreement") is made as of this ,a.1161`' day of _ _ Apr q \ , 2022, by and between WYNWOOD HAUS, LLC, a Florida Limited Liability Company, and its successors, transferees, or assigns, with a principal office located at 350 NE 24th Street; Suite 108; Miami, Florida 33137 (the "Developer"), and OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency created by the City of Miami pursuant to Florida Statutes Section 163.356, with a principal office located at 1401 N. Miami Avenue, 2nd Floor, Miami, Florida 3.3136 (the "CRA"), and hereby provides: RECITALS: WHEREAS, the CRA was formed for the purpose of removing slum and blight in the Omni Redevelopment Area (the "Redevelopment Area") and to promote redevelopment and employment within the Redevelopment Area; and WHEREAS, the 2010 Redevelopment Plan ("Plan") on page 41, section D-2 lists the objective of the CRA "to create a variety of housing"; and WHEREAS, page 42, Sections A-1 and A-3 of the Plan also lists as an objective of the CRA to "Provide incentives for redevelopment of blighted properties"; and WHEREAS, Developer submitted a request for an economic incentive agreement and a project grant request ("Proposal") for the Wynwood Haus Project to underwrite a portion of the costs to develop a mixed -use and mixed -income project identified by folio numbers 01-3136-003-0140, 01-3136-003-0150, 01-3136-003-0160, 01-3136-003-0170, 01-3136-003-0180, and 01-3136-003-0190 (collectively, "Property"), all located within the boundaries of the CRA consisting of approximately Five Thousand Two Hundred (5,200) square feet of ground floor retail and approximately Two Hundred Twenty -Four (224) housing units; and WHEREAS, Developer agrees to also give back to the CRA 3% of all retail gross rent proceeds that Developer collects from the Property's ground floor amenities during the initial Fifteen (15) year period after 37608064.10 Page 1 of 22 Substantial Completion (as hereinafter defined) of the Project; and WHEREAS, the success of the Project will result in accomplishing the stated objectives of the Plan; and WHEREAS, on September 24, 2020, the CRA Board (as defined below) adopted Resolution No. CRA-R-20-0014, attached and incorporated herein as Exhibit "A", authorizing this Agreement, where the Project will be rebated in an amount not to exceed 95% of the Development TIF collected from the Property annually until July 7, 2030, or until 2047 if the life of the CRA is extended for a total amount not to exceed Twelve Million Nine Hundred Thirty Five Thousand Six Hundred Seventy -Four Dollars and Sixty One Cents ($12,935,674.61) with payments to begin upon Substantial Completion of the Project, and the Project receiving a certificate of occupancy or temporary certificate of occupancy and subject to the rents being restricted until July 7, 2047; and WHEREAS, on September 24, 2020, the CRA Board (as defined below) adopted Resolution No. CRA-R-20-0015, attached and incorporated herein as Exhibit "A," authorizing the allocation of grant funds in an amount not to exceed One Million One Hundred Thousand Dollars ($1,100,000.00) to the Developer for the construction of the One Hundred (100) income -restricted units ("CRA-Assisted Units") as more fully described in the Rent Regulatory Agreement as defined below; NOW, THEREFORE, in consideration of the foregoing and of the covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Developer and the City of Miami, Florida ("City") hereby agreed as follows: 1. RECITALS. The Recitals to this Agreement are incorporated herein by reference and made a part hereof. 2. DEFINITIONS. The following terms used in this Agreement shall have the following meanings: 2.1 "Affordability Period" shall mean the period of time that the Developer shall maintain the rents charged on all CRA-Assisted Units as described by the Unit Mix in the Rent Regulatory Agreement (as defined below). The Affordability Period shall begin when Substantial Completion of the Project occurs. The Developer shall maintain the Unit Mix, as defined in the Rent Regulatory Agreement, until July 7, 2047, or the earlier termination of this Agreement as otherwise provided herein (as applicable, the "Expiration of the Affordability Period"). 2.2 "Base Year" shall mean the calendar year preceding the calendar year in which the tax rolls for the County (as defined below) with respect to any Folio Number with respect to a portion of the Property (as defined below) on which the Project has been constructed reflecting an increase in the assessed value of that portion of the Property as a result of the Substantial Completion (as defined below) of such Project. 2.3 "Bond Obligations" has the meaning ascribed to such term in Section 4. 2.4 "Children's Trust" means that certain independent special district authorized pursuant to Section 1.01.A.11 of the County Home Rule Charter and Florida Statutes Section 125.901, for the purpose of providing funding for children's services throughout the County. 37608064.10 Page 2 of 22 2.5 "City" means the City of Miami, a municipal corporation of the State of Florida. 2.6 "City Approval" means the approval by the City Commission of the City of the CRA Budget (as defined below) for the applicable year, which CRA Budget includes a line item for the applicable Incentive Payment (as defined below) to be paid in accordance with the terms of this Agreement. 2.7 "County" means Miami -Dade County, a political subdivision of the State of Florida. 2.8 "County Approval" means the approval by the Board of County Commissioners of the County of the CRA Budget (as defined below) for the applicable year which includes a line item for the applicable Incentive Payment to be paid in accordance with the terms of this Agreement. 2.9 "Covenant" means the Declaration of Restrictive Covenants, of even date herewith, which is attached hereto and incorporated herein as Exhibit " 8," for the benefit of CRA. 2.10 "CRA" shall have the meaning ascribed to the term in the introductory paragraph. 2.11 "CRA Approval" means the approval by the CRA Board (as defined below) of the annual CRA Budget which includes a line item for the Incentive Payment for the applicable year. 2.12 "CRA Assisted Units" are the One Hundred (100) income -restricted housing units referred to in the Rent Regulatory Agreement (as defined below). 2.13 "CRA Board" means the board of directors of the CRA. 2.14 "CRA Budget" means the annual budget for the operation of the CRA approved by the CRA Board, subject to City Approval and County Approval. paragraph. parties hereto. 2.15 "Developer" shall have the meaning ascribed to such term in the introductory 2.16 "Effective Date" means the date of execution and delivery of this Agreement by all 2.17 "Executive Director" means the executive director of the CRA. 2.18 "Extension Interlocal Agreement" means that Interlocal Agreement between the City, the County and the CRA with respect to the extension of the life of the CRA through July 7th, 2047 as may be ratified by the City and CRA. 2.19 "Funds" or "Grant" means that certain Grant awarded to Developer by the CRA, in and amount not to exceed One Million One Hundred Thousand ($1,100,00.00), pursuant to CRA Resolution No. CRA-R-20-0015 adopted September 24, 2020 to be disbursed pursuant to the terms of this Agreement. 2.20 "Global Agreement" means that certain Interlocal Agreement between the City, the County, Southeast Overtown/Park West CRA, and the CRA dated as of December 31, 2007. 37608064.10 2.21 INTENTIONALLY OMITTED. Page 3 of 22 2.22 "HUD" means the United States Department of Housing and Urban Development. 2.23 "Incentive Payment" shall have the meaning ascribed to such term in Section 3.5.1. 2.24 "Incremental TIF" or "Development Incremental TIF" shall mean, for each tax year, the tax increment revenues, if any, actually received by the CRA from the County and City with respect only to the development of the Project following Substantial Completion (as such term is defined hereinafter) on the Property after the deduction for any (i) allocable administrative charges imposed by the County and the City (but not administrative costs associated with the operation of the CRA), (ii) all allocable charges and/or payments to or for the benefit of the Children's Trust, (iii) other adjustments to the assessed value of the Improvements made by the City and/or County as a result of challenges or tax contests with respect to the assessed value of any of the Improvements, (iv) any payments that the CRA is required to make to the City and the County under the terms of the Global Agreement and any amendments or modifications thereto, (v) any payment to be made to the City and the County under the Extension Interlocal Agreement with respect to the Property, and (vi) reductions in tax increment revenues to the CRA as a result of (a) dedications made subsequent to the December 31, 2020 resulting in any reduction in the tax increment revenues paid to the CRA with respect to the portion of the Property so dedicated and (b) demolition of any improvements located on the Property as of the December 31, 2020. For avoidance of any doubt, Incremental TIF specifically does not include any incremental revenues associated with the land comprising the Property or improvements on the Property located on the Property as of December 31, 2020. If the Tax Assessor discontinues having a separate breakdown between the assessed value of the land and the assessed value of the improvements, the assessed value of the land shall be deemed to be either (i) the assessed value of the land as of the Base Year if the Tax Assessor is no longer making a separate breakdown of the assessed value of the land and the assessed value of the improvements as of the Base Year; or (ii) if the change occurs after the Base Year the last year where the Tax Assessor has made a separate breakdown of the assessed value of the land after the Base Year and in either event such assessed value of the land shall be deemed to increase three percent (3%) per annum for each year thereafter, compounded annually. 2.25 "Project" means the improvements constituting a mixed -income and mixed -use development consisting of up to approximately Five Thousand Two Hundred (5,200) square feet of ground floor retail space, and Two Hundred Twenty -Four (224) residential dwelling units of which One Hundred (100) CRA Assisted Units are subject to rent restrictions as detailed in the Rent Regulatory Agreement, located on the Property identified by folio numbers: 01-3136-003-0140, 01-3136-003-0150, 01-3136-003- 0160, 01-3136-003-0170, 01-3136-003-0180, and 01-3136-003-0190 within the Redevelopment Area, also known as Wynwood Haus ("Improvements"). 2.26 "Property" means all of the certain real property located in the Redevelopment Area which is more particularly described on ]"B," attached hereto and made a part hereof, all of which is located within the Redevelopment Area (as defined below). 2.27 "Redevelopment Area" has the meaning of the CRA's designated redevelopment area. 2.28 "Rent Regulatory Agreement" means that certain Rent Regulatory Agreement executed herewith between the CRA and the Developer, is attached hereto and incorporated herein by reference as Exhibit C , and establishes the income -restriction percentages and units, making up the One Hundred (100) CRA-Assisted Units. 37608064.10 2.29 "Substantially Completed" or "Substantial Completion," or words of like import, Page 4 of 22 means that temporary or permanent certificates of occupancy, or their functional equivalent, have been issued by the City for not less than ninety percent (90%) or ninety (90) of the CRA-Assisted Units and ninety CRA- Assisted Units shall be leased and occupied by eligible tenants, and the Project is included on the tax rolls. 2.30 "Term" shall mean the period commencing on the Effective Date and terminating upon the earlier to occur of (A) expiration of the life of the CRA, or (B) the Expiration of the Affordability Period. 2.31 "TIF Agreement" has the meaning ascribed to said term in Section 4.3. 3. DEVELOPMENT OF PROJECT, PROJECT DEVELOPMENT INCREMENTAL TIF, GROSS SALES. 3.1 Development of Project. Developer agrees that the Project shall be constructed in compliance with the Covenant, Rent Regulatory Agreement, this Agreement, and the Estoppel Certificate executed on or about even date herewith. 3.2 Commencement of Construction of the Project. Developer will commence construction of the Project within twelve (12) months from the Effective Date of this Agreement, subject to any delays as a result of Force Majeure events ("Commencement of Construction"). 3.3 Substantial Completion. Developer will obtain all required certificates, as set forth in Section 2.29, for the CRA-Assisted Units within thirty-six (36) months from the Commencement of Construction, as may be extended as a result of Force Majeure events. 3.4 CRA-Assisted Units Rents. Upon Substantial Completion of the Project, the CRA- Assisted Units will only be used in accordance with the terms and conditions of the Rent Regulatory Agreement. 3.5 Incremental TIF Incentive. Payment of Ninety -Five Percent (95%) of Developmental TIF as follows: 3.5.1 Payment of Incremental TIF. On an annual basis for each calendar year commencing after the Base Year and after Substantial Completion of the Project and continuing throughout the Term of this Agreement, and for so long as the Project is included on the tax rolls, the CRA shall pay to Developer, its assigns or its successors in interest, an incentive payment equal to Ninety Five Percent (95%) of the project's Development Incremental TIF (the "Incentive Payment") annually, or Seven Hundred and Seventy Eight Thousand Eighty -Six ($778,086.00) annually, whichever is less, per year until March 31, 2030, or until 2047 if the life of the CRA is extended to July 7, 2047. The payment of the TIF annually is subject to the rent restrictions of the CRA-Assisted Units pursuant to and after submittal of an invoice for the annual payment and an initial fully executed AIA Certificate of Completion form and after Substantial Completion has been achieved. The restriction on rent is described in the Rent Regulatory Agreement. All Incentive Payments shall be due and payable within forty-five (45) days of the CRA's receipt of Incremental TIF and an invoice from the Developer, subject to the conditions, terms, requirements, and restrictions contained herein. Notwithstanding the foregoing, although the Developer will be entitled to receive the Incentive Payment after the first calendar year after the Base Year and Substantial Completion, the CRA will not issue the first Incentive Payment until Substantial Completion has been achieved. In no event shall the total Incentive Payment amount paid by the CRA under this Agreement exceed Twelve Million Nine Hundred Thirty -Five Thousand Six Hundred Seventy -Four Dollars and Sixty -One Cents ($12,935,674.61). 37608064.10 Page 5 of 22 3.5.2 Assignment of Incentive Payments. The assignment of the right to receive the Incentive Payment by Developer or its assigns or successors in interest shall not release Developer or successors in interest of its duties and obligations under this Agreement, the Covenant, or the Rent Regulatory Agreement. In order for such successor in interest to be eligible to receive Grant or TIF Payments shall not have been previously debarred or suspended by any government entity. 3.5.3 Developer agrees to pay to the CRA three percent (3%) of all retail gross rent proceeds that Developer collects from the Property's ground floor amenities during the initial Fifteen (15) year period after Substantial Completion of the Project. 4. SUBORDINATION OF INCENTIVE PAYMENT. 4.1 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 existing as of the Effective Date (such obligations the "Bond Obligations"). 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. 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, 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) and the maximum annual payment of Seven Hundred and Seventy Eight Thousand Eighty -Six ($778,086.00) will be temporarily waived in such subsequent years as necessary to repay any deferred amounts due to Developer pursuant to this Agreement, subject to the Incremental TIF generated by the Project at such time. Any deferred amounts to Developer shall only be paid from Incremental TIF generated by the Project, and notwithstanding anything to the contrary contained herein, under no circumstances shall the CRA be obligated to make deferred payments from its general revenues or any other sources. If requested by the CRA, in its sole and absolute discretion, Developer shall execute a subordination agreement, which shall confirm that this Agreement and the CRA's obligations hereunder are junior and subordinate to any Bond Obligations existing as of the Effective Date, within ten (10) business days of written request by the CRA. 4.2 Pledge of Developmental TIF Revenues. In the event the CRA issues additional bonds or obligations, subsequent to the Effective Date, the CRA covenants and agrees not to pledge the Incremental TIF derived from the development of the Project which will be payable to Developer under this Agreement as collateral for such bonds or obligations. 4.3 Additional Agreements Regarding Use of Incremental TIF. 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 Incremental TIF generated from their project within the Redevelopment Area. Developer acknowledges and agrees that Incremental TIF generated from other projects which are payable under other TIF Agreement(s) will not be available to compensate for any shortfall under Section 4.1. 5. GRANT. 5.1 Funds. Subject to the terms and conditions set forth herein, Developer's compliance with all of its obligations under this Agreement, the Covenant, and the Rent Regulatory Agreement, the CRA hereby agrees to make available on a reimbursement basis to the Developer the Grant in the amount not to exceed One Million One Hundred Thousand Dollars ($1,100,000.00) to be used in the manner described in 37608064.10 Page 6 of 22 Section 5.2 herein and to be disbursed in the manner hereinafter provided. 5.2 Use of Funds. The Funds shall be used by Developer to fund all costs and expenses incurred by the Developer relating to the design, permitting and construction of the building. The Funds shall be used solely for any direct costs related to the design, permitting, and construction of the building. For the avoidance of doubt, the Developer can use the Funds for one hundred percent (100%) of the permit, impact, water and sewer fees, and any other hard construction costs solely for the use and benefit of the CRA- Assisted Units. The Developer shall use Generally Accepted Accounting Principles ("GAAP") and other best practices and industry standards to properly account for the use of the Funds. If there is any uncertainty with regards to certain costs incurred by the Developer, the CRA, in its reasonable discretion, may make a determination of whether those certain costs are compliant with this Section 5.2, and therefore may be reimbursed by the CRA. 5.3 Disbursement and Reimbursement of Funds. Subject to the terms and conditions contained in this Agreement, the CRA shall make Funds available to Developer in an amount not to exceed One Million One Hundred Thousand ($1,100,000.00) on a reimbursement basis and in the CRA's reasonable discretion. Payments will be made according to the Disbursement Schedule, attached and incorporated herein as Exhibit "D," and upon receipt and written approval of a Reimbursement Request by the CRA, which is not to be unreasonably withheld. Payments will be made only after Developer has submitted to the CRA and the CRA has received and approved in writing a Reimbursement Request, as described herein. The Reimbursement Request shall (a) contain sufficient supporting documentation and details to illustrate that the expenditures that are being requested to be reimbursed are allowable expenditures of the Funds pursuant to Section 5.2 of this Agreement, (b) be subject to verification by the CRA as allowable expenditures of the Funds pursuant to Section 5.2 of this Agreement, and (c) include a Budget to Actual Expenditure Report, along with receipts and/or invoices supporting all expenditures and sufficient proof of payments (collectively, "Reimbursement Request"). All invoices must be paid prior to being submitted as part of a Reimbursement Request. All costs and expenses in the Reimbursement Request shall be at actual costs to the Developer with no markups. Each invoice included as part of the Reimbursement Request shall be submitted with a copy of the cancelled check that was issued to pay the same, or other CRA-approved document(s) evidencing payment by the Developer. Should a receipt or invoice be paid by several funding sources, a copy of the receipt or invoice may be submitted but must indicate the exact amount paid by the several funding sources that must equal the total of the receipt or invoice with attached proof of payment from all funding sources. All documentation provided by the Developer in support of a Reimbursement Request shall be subject to approval at the reasonable discretion of the CRA. The CRA reserves the right to reasonably request any additional supporting documentation needed to process a Reimbursement Request or as may be reasonably required to allow proper audit of the Developer's expenditures, should the CRA require an audit to be performed. Developer may submit Reimbursement Requests and receive Payments after achieving Substantial Completion, in conjunction with costs and expenditures incurred by Developer prior to achieving Substantial Completion. Additionally, the CRA, its agents, representatives, employees, contractors, sub -contractors, and consultants shall have access rights to enter upon the Property to inspect the Project, in order to conduct its monitoring and evaluation activities, and that Developer shall cooperate with the CRA in the performance of these activities. Developer's failure to comply with these requirements or the receipt or discovery (by monitoring, evaluation, or audit) by the CRA of any inconsistent, incomplete, or inadequate information shall be grounds for the CRA to withhold Funds until such requirements are met, or information is provided. All payments made under this Agreement are subject to an audit. 37608064.10 5.3.1 In no event shall Grant payments to the Developer under this Agreement exceed Page 7 of 22 One Million One Hundred Thousand Dollars ($1,100,000.00). Notwithstanding anything to the contrary contained herein, Grant funding under this Agreement is subject to availability of Funds and continued authorization, and is also subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or changes in rules, laws, statutes, and regulations. The CRA acknowledges and agrees the CRA will fund the first (2) two disbursements provided in the Disbursement Schedule without the Developer securing financing prior to such payments, but the CRA may request such payments be reimbursed through future financing. 5.4 Grant Contingency. The CRA Grant provided shall be used in compliance with the provisions of section5.2 of this agreement. Developer shall at all times submit a valid Reimbursement Request for eligible uses. 5.5 CRA Marketing with the Project. 5.6.1 Developer shall consult with the Executive Director, or his/her designee, regarding all uses and displays of the recognition of the CRA. 5.6.2 Developer shall prominently display signage acknowledging the CRA's funding contribution to the Project at the Project site, during construction, lease -up and for a minimum period of two (2) years after Substantial Completion of the Project. 5.6.3 Developer shall produce, publish, advertise, disclose, or exhibit the CRA's name and/or logo, in acknowledgement of the CRA's contribution to the Project, in all forms of media and communications created by Developer in relation to this Agreement and the CRA-Assisted Units, for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purposes, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements or postings, or interviews. 5.6.4 The CRA shall have the right to approve the form and placement of all acknowledgements and/or signage, which such written approval shall not be unreasonably withheld. 5.6.5 Developer further agrees that the CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in Developer's use of the CRA's name and logo, confers or may be construed as conferring Developer any right, title, or interest whatsoever in the CRA's name, identifying information, and logo beyond the limited right granted in this Agreement. 6. AUDIT AND REPORTING. 6.1 Compliance Policies and Procedures. Developer understands that the use of the Funds and Incentive Payment are subject to specific reporting, record keeping, administrative and contracting guidelines, audit, and other requirements of this Agreement. On January 1 of each year during the Term of this Agreement, Developer shall submit an annual report describing the Developer's compliance with the Rent Regulatory Agreement, the Covenant, and this Agreement. Developer warrants and covenant that failure to submit the report annually to the CRA as outlined in the Rent Regulatory Agreement, this Agreement, and the Covenant shall be an event of default. Developer covenants and agrees to comply with any and all such requirements, and represents and warrants to the CRA that the Funds shall be used in accordance with all of the requirements, terms and conditions contained herein, as the same may be amended during the Term hereof. Without limiting the foregoing, Developer represents 37608064.10 Page 8 of 22 and warrants that it will comply with, and the Funds will be used in accordance with, all applicable federal, state, and local codes, laws, rules, and regulations. Moreover, Developer acknowledges that it shall adhere to any and all state, local, and federal laws, rules, and regulations in undertaking the Project and in complying with this Agreement. 7. CHALLENGES. 7.1 No Liability. Developer, hereby forever waives and releases the CRA, and its successors and assigns, from any liability whatsoever, now or hereafter arising in connection with any challenge to this Agreement by a third party and Developer covenants and agrees not to initiate any legal proceedings against the CRA, and its successors and assigns, in connection with any challenges to this Agreement (other than as a result of a default by the CRA with respect to its obligations under this Agreement). Any liability of the CRA, and its successors and assigns, under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. This waiver and release shall survive the expiration, termination, cancellation, and full performance of this Agreement. 7.2 OMITTED 7.3 Waiver of Claim. The Developer waives any and all claims which the Developer now has or may hereafter have against the CRA, the City, or their successors or assigns, as a result of any challenge to this Agreement by any entity or person, and the Developer acknowledges and agrees to assume the risk of any challenge to this Agreement unless such challenge is based on the CRA's willful misconduct, gross negligence, or fraud. Under no circumstances shall the Developer be entitled to any recovery with respect to any claims or any cause of action against the CRA, the City, or their successors or assigns, resulting from any challenge to this Agreement, all such claims being expressly waived by the Developer except for any claims based on the CRA's willful misconduct, gross negligence, or fraud. Any liability of the CRA, the City, or their successors or assigns, under this Agreement shall be subject to the limitations imposed by Section 768.28, Florida Statutes. This waiver shall survive the expiration, termination, cancellation, and full performance of this Agreement. 8. INSURANCE REQUIREMENTS. Additional Insurance Requirements for the Project are attached and incorporated herein as Exhibit "E". 8.1 Performance and Guaranty. Developer will cause for this Project to be supported by a Sub Bonds Program by a credit rated issuer to secure the performance of the subcontractors working for the Developer's General Contractor to complete the Project and pay at least 72% of all subcontractors' and materialmen's work and materials used on the Project. Additionally, Developer hereby guarantees if Developer fails to complete the Project within the time period described in this Agreement, including any extensions for Force Majeure events, Developer will return any and all Incentive Payments and Funds it has received pursuant to this Agreement immediately upon request by the CRA. 9. INDEMNIFICATION. Developer hereby agrees to indemnify, protect, save, defend, release, and hold harmless the CRA, the City and their respective officers, employees, agents, representatives, and principals from and against any and all claims, actions, damages, liability and expense (including fees, costs, and expenses of attorneys, investigators and experts) in connection with the loss of life, personal injury, illness, or damage to property arising out of the performance or non-performance of this Agreement and the Project, except to the extent such loss, injury, illness, or damage was caused by the gross negligence or willful misconduct of the CRA, the City, or their respective officers, employees, agents, representatives, and principals. Developer shall also require its contractors to indemnify, save, defend, and 37608064.10 Page 9 of 22 hold harmless the CRA, the City or their respective officers, employees, agents, representatives, and principals, and further provide certificates of insurance as stipulated in Exhibit "E." This indemnification shall survive the expiration, termination, cancellation, and full performance of this Agreement. 10. DISPUTES. In the event of a dispute between the CRA and Developer as to the terms and conditions of this Agreement, the Executive Director of the CRA and Developer shall notify each in writing of the dispute and proceed in good faith to resolve the dispute within thirty (30) calendar days of such written notice. If the dispute is not resolved within such thirty (30) calendar days, the dispute shall be submitted to the CRA Board for resolution within ninety (90) calendar days thereof, or such longer period as may be agreed to by the parties to this Agreement. The CRA Board's decision shall be deemed fmal and binding on the parties. 11. REPRESENTATIONS OF DEVELOPER. Developer makes the following representations to the CRA as follows: 11.1 Developer is a limited liability company, duly organized and validly existing under the laws of its state of formation and has full power and capacity to own its properties, to carry on its business as presently conducted, and to enter into the transactions contemplated by this Agreement 11.2 Developer's execution, delivery and performance of this Agreement has been duly authorized by all necessary company actions and does not conflict with or constitute a default under any indenture, agreement, or instrument to which the Developer is a party or by which it may be bound. 11.3 This Agreement constitutes the valid and binding obligations of the Developer, enforceable against Developer in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 11.4 Developer, for itself and on behalf of its agents, affiliates, contractors, and sub- contractors, agrees that it ,shall not discriminate as to race, sex, color, religion, national origin, age, marital status, sexual orientation, or disability in connection with its performance under this Agreement. Furthermore, Developer represents that no otherwise qualified individual shall, solely, by reason of his/her race, sex, color, religion, national origin, age, marital status, sexual orientation, or disability be excluded from the participation in, be denied benefits of, or be subjected to discrimination under any program or activity receiving financial assistance pursuant to this Agreement. 11.5 Conflict of Interest. Developer has reviewed and is familiar with the following provisions regarding conflict of interest in the performance of this Agreement by Developer. Developer covenants, represents and warrants that it will comply with all such conflict of interest provisions, including, but not limited to the: 37608064.10 11.5.1 Code of the City of Miami, Florida, Chapter 2, Article V; and 11.5.2 Miami -Dade County Code, Section 2-11.1. 10.6 Debarment. Developer certifies to the best of its knowledge and belief, that it and its principals: a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from transactions by any Federal, State, or local department or Page 10 of 22 agency. b. Have not within a three-year period preceding this Agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or falsification or destruction of records, making false statements, or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 10.6(b) above; and d. Have not, within a three-year period preceding this Agreement, had one or more public transactions (Federal, State, or local) terminated for cause or default. 12. REPRESENTATIONS OF THE CRA. The CRA makes the following representations to Developer: 12.1 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 own properties, to carry on its business as presently conducted by the CRA, and to perform its obligations under this Agreement. 12.2 The CRA's execution, delivery and performance of this Agreement has been duly authorized by all necessary actions and does 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. 12.3 This Agreement constitutes the valid and binding obligations of the CRA, enforceable against the CRA in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 13. NOTICES. All notices, demands, designations, certificates, requests, offers, consents, approvals, appointments and other instruments given pursuant to this Agreement (collectively called "Notices") shall be in writing and given by (a) hand delivery, (b) recognized express overnight delivery service, (c) certified or registered mail, return receipt requested, or (d) facsimile and shall be deemed to have been delivered upon (i) receipt, if hand -delivered, (ii) the next Business Day, if delivered by express overnight delivery service, (iii) if sent by certified or registered mail, return receipt requested the day evidenced by the return receipt or the day delivery is refused; or (iv) transmittal, if sent on a business day by facsimile and if sent by facsimile on a day other than a business day, on the first business day following transmittal. Notices shall be provided to the parties and addresses specified below: DEVELOPER: Wynwood Haus, LLC 350 NE 24th Street Suite 108 Miami, -Florida 33137 Copy to: 37608064.10 Page 11 of 22 CRA: Saul Ewing Arnstein & Lehr, LLP 701 Brickell Avenue 17th Floor Miami, Florida 33131 OMNI COMMUNITY REDEVELOPMENT AGENCY 1401 N. Miami Avenue Miami, Florida 33136 Attention: Jason Walker Copy to: City of Miami Office of City Attorney 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130 Attention: Victoria Mendez, General Counsel 14. COUNTY APPROVAL. Developer acknowledges that this Agreement has not been submitted to the Board of County Commissioners of the County for review or approval and that the Incentive Payments contemplated by this Agreement will be included in the annual budget submitted by the CRA to the City Commission of the City for approval and submitted by the CRA to the Board of County Commissioners of the County for approval, once the CRA Budget is approved by the CRA Board and City's Approval is obtained. The CRA shall use its best efforts to procure the City's Approval and the County's Approval of the CRA Budget. If the City's Approval and County's Approval are not obtained, in a given year, the Incentive Payment for that year will be deferred and added to subsequent years until such deferred payments are paid -in -full for a total period not to exceed two years. In such years, the maximum annual Incentive Payment will be increased to include such prior years' deferred payments. However, in no event shall any Incentive Payment in a given year be deferred for a period in excess of two (2) years. For the avoidance of any doubt, if in Year 1 the City's Approval and County's Approval are not obtained, then the Year 1 Incentive Payment shall not be deferred beyond Year 3 and in Year 4 the Developer shall not be paid or entitled to the Year 1 Incentive Payment. If Incentive Payments are deferred for a period in excess of two (2) consecutive years, the Developer will reduce the number of the total restricted units by five percent (5%) for each deferred year which will not be paid pursuant to this Section. However, if the CRA is able at a later date to pay back any deferred amounts that were not paid pursuant to this Section, then the Developer shall once again restrict the total number of units that were made unrestricted pursuant to this Section. 15. NON -RECOURSE. In the event of a breach of this Agreement by the CRA, Developer may seek specific performance of this Agreement or bring an action at law, at Developer's sole cost and expense, which shall be limited to recovery of any Incentive Payments or Funds due absent breach and cure under the terms of this Agreement, but in no event shall Developer have the right to seek additional damages against the CRA. 16. DEFAULT BY DEVELOPER, TERMINATION AND SUSPENSION. It is hereby understood by and between the CRA and the Developer that any payment of Funds or 37608064.10 Page 12 of 22 Incentive Payment made in accordance with this Agreement to the Developer shall be made only if the Developer is not in default under the terms of this Agreement, the Covenant, and the Rent Regulatory Agreement. If the Developer is in default or breaches its duties and obligations under this Agreement and with respect to the income -restricted nature of the One Hundred (100) CRA-Assisted Units as expressed in the Rent Regulatory Agreement and Covenant for this Project, the CRA shall not be obligated and shall not pay to the Developer any sum whatsoever unless such default is cured and approved in writing by the CRA based on the applicable provisions below. 16.1 In the event Developer breaches its duties and obligations under this Agreement with respect to the income -restricted nature of the One Hundred (100) CRA-Assisted Units as expressed in the Rent Regulatory Agreement for this Project, and such failure is not cured within thirty (30) days of the issuance of written notice of default specifying the breach (or such longer period of time, not to exceed one hundred and eighty (180) days, if the default, by its nature cannot reasonably be cured within such thirty (30) day period and if Developer has commenced curative action within such thirty (30) day period and diligently pursues same until completion not to exceed one hundred and eighty (180) days), the CRA may pursue any and all remedies available at law or in equity, including, but not limited to, specific performance, but subject to the provisions and rent restrictions as described in the Rent Regulatory Agreement and Covenant. Developer hereby acknowledges and agrees that if it is found to have knowingly violated a court order for specific performance issued on behalf of the CRA, or its successors, to enforce the requirements and restrictions required under this Agreement, the Covenant, and/or the Rent Regulatory Agreement, Developer will be liable to the CRA for return of the Funds and Incentive Payments as provided under this Agreement immediately upon request by the CRA, or its successor. 16.2 In the event that there is a default by the Developer with relation to the Developer's compliance with its duties and obligations under this Agreement with respect to the affordability, as set forth in the Rent Regulatory Agreement and Covenant, of the One Hundred (100) CRA-Assisted Units, and the Developer's right to cure as provided in Section 15.1, above, has expired, the CRA may withhold any current or future Grant and or Incentive Payments in escrow until the Developer reasonably demonstrates that it is in compliance with its duties and obligations under this Agreement with respect to the income -restricted nature of the One Hundred (100) CRA-Assisted Units as expressed in the Rent Regulatory Agreement and Covenant. If a court of competent jurisdiction issues an order of specific performance in favor of the CRA, the CRA shall continue to withhold the Grant and Incentive Payments in escrow until such time that the Developer complies with such order. 16.3 An event of default by the Developer under the Rent Regulatory Agreement or Covenant shall be considered an event of default under this Agreement. 16.4 Notwithstanding anything stated herein to the contrary, the Developer may cure any default hereunder by (a) returning to the CRA an amount equal to the Unamortized Amount multiplied by the number of years remaining in the Term plus a return of payments for any years in which there is a default on the Rent Regulatory Agreement as outlined in Exhibit C, and (b) simultaneously with such payment terminating this Agreement upon written notice to the CRA. As used herein, the term "Unamortized Amount" shall mean the total amount of Funds disbursed to Developer as of the date of such termination divided by the number of the years remaining in the Term. The CRA and Developer hereby agree and acknowledge that upon the termination of this Agreement pursuant to this section, Developer shall not be entitled to any further Incentive Payments from the CRA. For purposes of clarification, attached as Schedule 1 is an example of the Unamortized Amount that would be due from Developer in the event this Agreement is in default and terminated in year 10 of the term in accordance with this Section 16.4. 37608064.10 Page 13 of 22 16.5 It shall be an event of default if the Developer fails to commence the project within twelve (12) months from the Effective Date of this Agreement, subject to a Force Majeure event. It shall be an event of default unless an extension is agreed upon in writing by both Developer and CRA. It shall be an event of default if Developer does not obtain all required certificates of occupancy for the CRA-Assisted Units within thirty-six (36) months from the Commencement of Construction, as may be extended as a result of Force Majeure events or as a result of the parties hereto agreeing to an extension in writing. 16.6 Developer shall not be entitled to lost profits, overhead or consequential damages as a result of a Termination. 16.7 Termination. In the event of an uncured default under the terms of this Agreement, the CRA may elect, in its sole and absolute discretion, to terminate this Agreement. The Developer acknowledges that CRA may terminate this Agreement if the Developer materially fails to comply with the terms contained herein or upon the occurrence of an event of default described herein, which is not cured within any applicable cure period set forth in respective sections of this agreement The CRA may terminate this Agreement, without penalty to the CRA, in whole or in part, in the event the CRA reasonably determines that the Developer is not making (or causing to be made) sufficient progress with regard to the construction of the CRA-Assisted Units (thereby endangering its ultimate performance under this Agreement) or is not materially complying with any term or provision of this Agreement, following notice and the expiration of the applicable cure period. 16.7.1 The CRA may terminate this Agreement, in whole or in part, in the event that there exists an event of default (beyond any applicable grace, notice and/or cure periods) under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Developer to the CRA, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. It is hereby understood by and between the CRA and the Developer that any payment made in accordance with this Agreement to the Developer shall be made only if the Developer is not in default under the terms of this Agreement. If the Developer is in default, the CRA shall not be obligated and shall not pay to the Developer any sum whatsoever. 16.7.2 Upon the occurrence of an event of default, as described herein, and the expiration of any grace, notice and/or cure period (in those circumstances for which a grace, notice and/or cure period is otherwise provided in this Agreement, including, without limitation, Section 8.1), and unless the Developer's breach is waived by the CRA in writing, the CRA may, by written notice to the Developer, terminate this Agreement upon not less than ten (10) days prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the CRA's right to legal or equitable remedies. 16.7.3 Suspension. The CRA may, for reasonable cause, suspend the Developer's authority to obligate funds under this Agreement or withhold payments to the Developer, pending necessary corrective action by the Developer, and may include: 37608064.10 (a) Ineffective or improper use of the CRA Funds or Incentive Payments by the Developer; Page 14 of 22 (b) Failure of the Developer to materially comply with any term or provision of this Agreement and such failure is not cured within any applicable cure period; (c) Failure of the Developer to submit any documents required by this Agreement; or (d) The Developer's submittal of incorrect or substantially incomplete documents. The CRA will notify the Developer in writing of the type of action taken pursuant to this provision, by certified mail or email, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action, and the necessary corrective action(s). In the event that the suspension occurs for longer than a six (6) month period, the CRA may terminate this Agreement at -will and without penalty and shall be entitled to receive back from Developmer any Funds or Incremental Payments that were paid to Devloper after the action that caused the suspension occurred. 17. ADJUSTMENT TO FOLIO NUMBERS AND OFFICIAL ADDRESS. Developers and CRA each acknowledge that the current tax folio numbers and addresses with respect to the Property may change as a result of the Development of the Property in connection with the Project. In such event, the Executive Director of the CRA and Developers shall proceed in good faith to agree as to which new folio numbers are applicable to portions of the Project, based upon the adjustment in such new folio numbers by the Miami -Dade County Property Appraiser. 18. 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 represents and acknowledges that no one was paid a fee, commission, or other consideration by such party or such parry's agent as an inducement to entering into this Agreement. 19. AGREEMENT TO RUN WITH THE LAND. All rights and obligations herein, shall be binding upon Developer and their respective successors and assigns, shall be reduced to writing and recorded in the Public Records of Miami -Dade County, Florida, and shall run with land. In the event all or any portion of the Property is conveyed to a third party, such successor owner shall be bound by the terms and provisions of this Agreement to the same extent as if such successor owner had executed this Agreement. 20. BUDGET & APPROPRIATION. CRA covenants and agrees to budget the Incentive Payment as a line item in its annual operating budget subject to CRA Approval, City Approval, and County Approval. CRA further covenants to use its best efforts to procure annual approval of its operating budget, including the Incentive Payment as contemplated by this Agreement, by both the City and County. 21. CONSULTANT AND PROFESSIONAL COMPENSATION. Notwithstanding anything to the contrary contained herein, in no event shall Developer compensate any consultant or professional in any form with the Grant Funds or the Incentive Payments that would be deemed a "bonus," "success fee" or "finder's fee" or like term in exchange for the CRA's actions or awards with the negotiation and execution 37608064.10 Page 15 of 22 of this Agreement. 22. PUBLIC RECORDS. 22.1 Developer understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the CRA, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions therefrom, and Developer agrees to allow access by the CRA and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. Developer further understands that this Agreement is subject to disclosure pursuant to the provisions of Chapter 119, Florida Statutes. Should Developer determine to dispute any public access provision required by Florida Statutes, then Developer shall do so at its own expense and at no cost to the CRA. 22.2 IF THE DEVELOPER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE DEVELOPER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 679-6870, IJONES@MIAMIGOV.COM, AND 1401 NORTH MIAMI AVENUE, 2ND FLOOR MIAMI, FLORIDA 33136. 23. NON-DELEGABILITY. The obligations of Developer under this Agreement shall not be delegated or assigned to any other party without the CRA's prior written consent, which shall not be unreasonably withheld or conditioned by the CRA. Developer may sell, transfer, convey or assign the Project (or any portion thereof) or the improvements thereon, subject to the terms of this Agreement and subject to the Developer obtaining the CRA's prior written consent, which shall not be unreasonably withheld. 24. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the parties hereto, and their respective heirs, executors, legal representatives, transferees, successors, and assigns. 25. SURVIVAL. All obligations (including but not limited to indemnity and obligations to defend, save, release, and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 26. MISCELLANEOUS. 26.1 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 and shall be interpreted in accordance with its plain meaning. 26.2 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. 26.3 In the event of any claim or dispute between the parties under this Agreement, each party shall bear its own attorneys' fees and costs. 37608064.10 Page 16 of 22 26.4 In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include all genders, and captions and Paragraph headings shall be disregarded. 26.5 All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. 26.6 Time shall be of the essence for each and every provision of this Agreement. 26.7 No provision of this Agreement is intended, nor shall any be construed, as a covenant of any official (either elected or appointed), director, employee or agent of the CRA, in an individual capacity. 26.8 This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Any action, in equity or in law, with respect to this Agreement must be brought and heard in Miami -Dade County, Florida. 26.9 Developer and the CRA hereby knowingly, irrevocably, voluntarily, and intentionally waive any right either may have to a trial by jury in respect to any action, proceeding, claim, or counterclaim based on this Agreement and/or the Project, or arising out of, under, or in connection with this Agreement, the Project, any renewal(s) hereof, any amendment, extension, or modification of this Agreement, or any other agreement executed between the parties in connection with this Agreement, the Project, or any other course of conduct, course of dealing, statements (whether verbal or written), or any other actions of any party hereto. This waiver is a material inducement for the CRA and the Developer to enter into this Agreement. 26.10 This Agreement shall be recorded in the Public Records of Miami -Dade County at the sole cost and expense of Developer within fifteen (15) calendar days after all parties have executed this Agreement. 26.11 Amendment. This Agreement may not be changed, altered or modified except by an instrument in writing signed by authorized representatives from the Devloper and the CRA. The Executive Director of the CRA shall have the authority to enter into any change, alteration, or modification that does not result in the increase of the maximum aggregate Incentive Payment as described in Section 3.2.1 or an increase in the Grant proceeds as described in Section 5 without the need for CRA Board approval unless otherwise provided herein, in Resolution No. CRA-R-20-0015 and CRA-R-0014, or any subsequent action by the CRA Board. 26.12 Rent Regulatory Agreement. This Agreement is not intended to and does not amend or alter any of the terms, obligations, rights, duties, covenants, warranties, conditions, representations, or requirements of the Rent Regulatory Agreement or the Covenant, nor shall this Agreement be interpreted to be an amendment or alteration of any of the terms, obligations, rights, duties, covenants, warranties, conditions, representations, or requirements of the Rent Regulatory Agreement. All actions taken in furtherance of this Agreement shall be in compliance with the terms, obligations, and duties of the Rent Regulatory Agreement. Developer further represents and warrants that as of the Effective Date of this Agreement, the Developer is not in default of any other agreements it may have with the CRA. In the event that any term in the Covenant or Rent Regulatory Agreement conflicts with this Agreement, this Agreement's term shall control. 37608064.10 Page 17 of 22 26.13 From time to time and upon written request from the Developer (or any assignee or successor in interest), 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 such Developer's (or any assignee or successor in interest) compliance with the conditions set forth in this Agreement with respect to the applicable Improvements (and/or disclosing any then failure or default by either such party). 27. FORCE MAJEURE. In the event that either party hereto is prevented from fully and timely performing any of its obligations hereunder due to acts of God, strikes or lock -outs, other industrial disturbances, acts of the public enemy, laws, rules, orders, actions or regulations of governmental authorities, wars or warlike action (whether actual, impending or expected, and whether de jure or de facto), arrest or other restraint of government (civil or military), blockades, insurrections, acts of terrorists or vandals, riots, epidemics or pandemics, landslides, sinkholes, lightning, hurricanes, storms, floods, washouts, fire or other casualty, condemnation, civil commotion, explosion, breakage or accident to equipment or machinery, any interruption of utilities, confiscation or seizure by any government or public authority, accident, repairs or other matter or condition beyond the reasonable control of either party (collectively called "Force Majeure"), financial inability to perform hereby expressly excluded from the definition of Force Majeure, such party, upon receipt of written notice provided to the other party within ten (10) business days of the occurrence of a Force Majeure event, shall be relieved of the duty to perform such obligation and extend the time periods for performance until such time as the Force Majeure has been alleviated. 28. COUNTERPARTS; ELECTRONIC SIGNATURES. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 29. ENTIRE AGREEMENT. This Agreement constitutes 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 herein. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. 30. ADDITIONAL FINANCING. Developer and the CRA hereby agree and acknowledge that Developer may obtain mortgage financing from a lender or lenders secured by a mortgage on the Project to be recorded in the Official Records of Miami -Dade County with CRA's prior written authorization, which shall not be unreasonably, conditioned or delayed. Notwithstanding anything herein to the contrary, this Agreement shall not be subject to termination, for any collateral assignment or transfer of Developer's interest in this Regulatory Agreement for the purpose of obtaining financing for the Project. 37608064.10 [SIGNATURE PAGES TO FOLLOW] [Remainder ofpage intentionally left blank] Page 18 of 22 WITNESSES: Print Name: Date: STATE OF FLORIDA ) ss: COUNTY OF MIAMI-DADE ) IN WITNESS hereof the parties have executed this Agreement as of the date first above written. DEVELOPER: WYNWOOD HAUS, LLC, a Florida limited liability company By: WYNWOOD HAUS JV, LLC, a Delaware limited liability company, its Sole Member By: WYNWOOD HAUS HOLDINGS II, LLC, a Florida limited liabili company, its Operating By: Name: Di • : onet Cassuto Title: anager The foregoing instrument was acknowledged before me, by means of physical presence or ❑ online notarization, this ri day of March, 2022, by Diego Bonet Cassuto, as manager of Wynwood Haus Holdings II, LLC, a Flo da limited liability company, as operating member of Wynwood Haus JV, LLC, a Delaware limited liability company, as sole member of Wynwood Haus, LLC, a Florida limited liability company, who is known to me or who has produced -. identification. My Commission Expires >av * .. CHUCK J NIEVES ,State of Florida -Notary Public Commission # GG 223512 My Commission Expires May 30, 2022 37608064.10 Page 19 of 22 bhc, State of Florida 37608064.10 Page 20 of 22 ATTEST: AiMI — Todd Hannon,�� the Board Date: APPROVED REQUIRE 'e Sharp Direc 'or of Risk an. , ement STATE OF FLORIDA COUNTY OF MIAMI-DADE CRA: OMNI COMMUNITY REDEVELOPMENT AGENCY oft - of Miami, a public agency and body co ted pursuant to Florida Statutes Sec ' • n 163.3 . ("C ecutive Director ROVED AS TO FORM AND CORRECTNESS Date: Victoria NI'etidez General Counsel The foregoing instrument was acknowledged before me by means of o physical presence or o online notarization, thisjday of MArth 2022, by gotmeiyt.) M.i✓t , _asealeAuethiof OMNI COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Florida Statutes Section 163.356, on behalf of the agency. He/she is personally known to me or has produced as identification. My Commission Expires: gI211202. 37608064.10 Notary Public, State of Florida ti ;Yo;;B FRANCES LLOP-NOY =—' "`;Notary Public -State of Florida � c Commission # GG 905986 1111' My Commission Expires August 21, 2023 Page 21 of 22 Schedule 1 Example of the Unamortized Amount Calculation Due Under Section 16.4 If Developer defaults this Agreement in year 10 of the term and this Agreement is thereby.terminated, then the Unamortized Amount due from Developer would be $677,502. 37608064.10 Effective Date 6/30/2021 End Date 7/7/2047 Total years in Term 26 Years Elapsed in Example 10 Years Remaining in Term 16 Default Year/Year of Termination 10 of Time Unamortized 61.6% Unamortized Amount $677,502 Page 22 of 22 EXHIBIT A RESOLUTION NO. CRA-R-20-0014 & CRA-R-20-0015 1 s Print This Page Miami FL OMNI CRA Resolution CRA-R-20-0015 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA"), BY A FOUR -FIFTHS (4/5THS) AFFIRMATIVE VOTE, AFTER AN ADVERTISED PUBLIC HEARING, RATIFYING, APPROVING, AND CONFIRMING THE EXECUTIVE DIRECTOR'S RECOMMENDATION AND FINDING, ATTACHED AND INCORPORATED, THAT COMPETITIVE NEGOTIATION METHODS AND PROCEDURES ARE NOT PRACTICABLE OR ADVANTAGEOUS TO THE CRA PURSUANT TO SECTIONS 18-85 AND 18-86 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, AS ADOPTED BY THE CRA; WAIVING THE REQUIREMENTS FOR COMPETITIVE SEALED BIDDING AS NOT BEING PRACTICABLE OR ADVANTAGEOUS TO THE CRA; ALLOCATING GRANT FUNDS FROM THE CRA'S FISCAL YEAR 2020-2021 BUDGET LINE ITEM 24, TITLED "OTHER GRANTS AND AIDS," IN AN AMOUNT NOT TO EXCEED ONE MILLION ONE HUNDRED THOUSAND DOLLARS ($1,100,000.00) FOR A MIXED -USE DEVELOPMENT PROJECT CONSISTING OF PROPERTIES LOCATED AT FOLIO NOS. 01-3136- 003-0140, 01-3136-003-0150, 01-3136-003-0160, 01-3136-003-0170, 01-3136-003- 0180, AND 01-3136-003-0190, ALL LOCATED IN THE CRA REDEVELOPMENT AREA, TO WYNWOOD HAUS LLC; AUTHORIZING THE EXECUTIVE DIRECTOR TO DISBURSE FUNDS IN HIS DISCRETION; AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AND EXECUTE ANY AND ALL AGREEMENTS NECESSARY, ALL IN FORMS ACCEPTABLE TO THE GENERAL COUNSEL, FOR THE PURPOSES STATED HEREIN; ALL BEING SUBJECT TO THE RENTS BEING RESTRICTED UNTIL 2047 AS MORE PARTICULARLY DETAILED IN A RESTRICTIVE COVENANT THAT IS TO BE RECORDED IN THE PUBLIC RECORDS OF MIAMI- DADE COUNTY, FLORIDA. Information Department: OMNI Community Redevelopment Agency Category: Grant Attachments Sponsors: Agenda Summary and Legislation 7930 Bid Waiver Memo -Grant Agreement 7930 Notice to the Public 7930 Wynwood Haus-Cover Letter and Final CRA Proposal Body/Legislation WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") is tasked with reducing slum and blight within its boundaries; and WHEREAS, Wynwood Haus, LLC ("Developer"), a for profit entity, submitted a request for funding to underwrite a portion of the costs to develop a mixed -use project consisting of a boutique 20-story, 224-unit for -rent development with over 5,200 square feet of ground floor amenity retail for the development of properties with folio numbers 01-3136-003-0140, 01-3136-003-0150, 01-3136-003-0160, 01-3136-003-0170, 01-3136-003- 0180, and 01-3136-003-0190 ("Project"); and WHEREAS, the 2010 Redevelopment Plan ("Plan") on page 41, Section C-2 lists the objective of the CRA to "Provide incentives for the development of a variety of housing choices, including affordable, special needs and a workforce housing" and to make "Improvements to the Public Realm" by "[enhancing] the areas' visual attractiveness to businesses and along with creating a variety of housing"; and WHEREAS, the Plan also outlines working with private entities on page 42, Sections A-1 and A-3 and states that the CRA is to "Provide incentives for redevelopment of blighted properties," and WHEREAS, the Developer requests grant funding for the Project in an amount not to exceed $1,100,000.00; and WHEREAS, the success of the Project will result in accomplishing the stated objectives of the Plan; and WHEREAS, based on the recommendation and finding of the Executive Director, attached and incorporated, it is in the CRA's best interest to authorize, by an affirmative four -fifths (4/5ths) vote, a waiver of competitive sealed bidding procedures pursuant to Sections 18-85 and 18-86 of the Code of the City of Miami, Florida, as amended ("City Code"), as adopted by the CRA, for the allocation of grant funds for the Project in an amount not to exceed $1,100,000.00 to be disbursed subject to the Executive Director's discretion; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of the Resolution are adopted by reference and incorporated as fully set forth in this Section. Section 2. By a four -fifths (4/5ths) affirmative vote, after an advertised public hearing, the Executive Director's recommendation and written finding, attached and incorporated, pursuant to Sections 18-85 and 18- 86 of the City Code, as adopted by the CRA, are ratified, approved, and confirmed and the requirements for competitive sealed bidding methods as not being practicable or advantageous to the CRA are waived. Section 3. Funds in an amount not to exceed $1,100,000.00 for the Project are allocated from CRA Fiscal Year 2020-2021 budget line item 24, titled "Other Grants and Aids," to underwrite the costs as requested. Section 4. The Executive Director is authorized to negotiate and execute any and all necessary documents, all in forms acceptable to the General Counsel, for the purposes stated herein, including but not limited to a restrictive covenant detailing rent restrictions which is to be recorded in the public records of Miami - Dade County, Florida. Section 5. This Resolution shall become effective immediately upon its adoption. Meeting History Sep 24, 2020 9:00 AM OMNI Community Redevelopment Regular Meeting Agency RESULT: ADOPTED [UNANIMOUS] MOVER: Manolo Reyes, Board Member, District Four SECONDER: Ken Russell, Board Member, District Two AYES: Alex Diaz de la Portilla, Joe Carollo, Ken Russell, Manolo Reyes, Keon Hardemon Select Language v Powered by G„ glc Translate Draft Miami FL OMNI CRA Resolution CRA-R-20-0014 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY ("CRA") AUTHORIZING THE CRA TO REBATE TO WYNWOOD HAUS, LLC ("GRANTEE") THE TAX INCREMENT FINANCE ("TIF") REVENUES GENERATED BY THE DEVELOPMENT OF THE GRANTEE'S PROJECT IN AN AMOUNT NOT TO EXCEED 95% OF THE TIF COLLECTED FROM THE PROPERTY ANNUALLY UNTIL 2030, OR UNTIL 2047 IF THE LIFE OF THE CRA IS EXTENDED TO 2047, FOR A TOTAL AMOUNT NOT TO EXCEED $12,935,674.61; AUTHORIZING THE TIF PAYMENTS TO BEGIN UPON SUBSTANTIAL COMPLETION OF THE PROJECT AND THE RECEIPT OF A CERTIFICATE OF OCCUPANCY OR TEMPORARY CERTIFICATE OF OCCUPANCY, SUBJECT TO THE RENTS BEING RESTRICTED UNTIL 2047; FURTHER AUTHORIZING THE CRA TO COLLECT THREE PERCENT (3%) OF RETAIL GROSS RENT PROCEEDS THAT THE GRANTEE COLLECTS FROM THE PROPERTY'S GROUND FLOOR RETAIL DURING THE INITIAL 15 YEAR PERIOD AFTER SUBSTANTIAL COMPLETION OF THE DEVELOPMENT; FURTHER AUTHORIZING THE EXECUTIVE DIRECTOR TO FURTHER NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS NECESSARY FOR SAID PURPOSE, ALL IN FORMS ACCEPTABLE TO GENERAL COUNSEL, FOR A MIXED -USE DEVELOPMENT OF PROPERTIES LOCATED AT 01- 3136-003-0140, 01-3136-003-0150, 01-3136-003-0160, 01-3136-003-0170, 01-3136- 003-0180, AND 01-3136-003-0190, ALL LOCATED IN THE CRA REDEVELOPMENT AREA. Information Department: OMNI Community Redevelopment Agency Category: Other Attachments Sponsors: Agenda Summary and Legislation 7929 Wynwood Haus-Cover Letter and Final CRA Proposal Body/Legislation WHEREAS, the Omni Redevelopment District Community Redevelopment Agency ("CRA") is tasked with reducing slum and blight within its boundaries; and WHEREAS, Wynwood Haus LLC. ("Grantee") submitted a request for an economic incentive agreement and a project grant request ("Proposal") for the Wynwood Haus Project to be underwrite a portion of the costs to develop a mixed -use project identified by folio numbers 01-3136-003-0140, 01-3136-003-0150, 01-3136- 003-0160, 01-3136-003-0170, 01-3136-003-0180, and 01-3136-003-0190 (collectively, "Property"), all located within the boundaries of the CRA consisting of approximately 5,200 square feet of ground floor amenities and approximately 224 housing units; and WHEREAS, the Grantee request that the tax increment finance ("TIF") revenues generated by the project be rebated in an amount not to exceed 95% of the TIF collected from the Property annually until 2030, or until 2047 if the life of the CRA is extended to 2047, for a total amount not to exceed $12,935,674.61 with payments to begin upon substantial completion and the project receiving a certificate of occupancy or temporary certificate of occupancy and subject to the rents being restricted until 2047; and WHEREAS, the Grantee proposes to also give back to the CRA 3% of all retail gross rent proceeds that the Grantee collects from the Property's ground floor retail during the initial 15 year period after substantial completion of the development; and WHEREAS, the 2010 Redevelopment Plan ("Plan") on page 41, section D-2 lists the objective of the CRA "to create a variety of housing"; and WHEREAS, page 42, Sections A-1 and A-3 of the Plan also lists as an objective of the CRA to "Provide incentives for redevelopment of blighted properties"; and WHEREAS, the success of the Proposal will result in accomplishing the stated objectives of the Plan; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble of the Resolution are adopted by reference and incorporated as fully set forth in this Section. Section 2. The TIF revenues generated by the project shall be rebated in an amount not to exceed 95% of the TIF collected from the Property annually until 2030, or until 2047 if the life of the CRA is extended to 2047, for a total amount not to exceed $12,935,674.61 with payments to begin upon substantial completion and the project receiving a certificate of occupancy or temporary certificate of occupancy and subject to the rents being restricted until 2047 as more particularly detailed in a restrictive covenant that will be recorded in the public records of Miami -Dade County; and Section 3. The CRA is authorized to collect 3% of all retail gross rent proceeds that the Grantee collects from the Property's ground floor retail during the initial 15 year period after substantial completion of the development. Section 4. The Executive Director is authorized to negotiate and execute an agreement, all renewals and/or extensions, and supporting documents, including but not limited to a restrictive covenant regarding the rent restrictions, all in forms acceptable to the General Counsel, with the Grantee. Section 5. This Resolution shall become effective immediately upon its adoption. Meeting History Sep 24, 2020 9:00 AM RESULT: MOVER: SECONDER: AYES: OMNI Community Redevelopment Regular Meeting Agency ADOPTED [UNANIMOUS] Manolo Reyes, Board Member, District Four Ken Russell, Board Member, District Two Alex Diaz de la Portilla, Joe Carollo, Ken Russell, Manolo Reyes, Keon Hardemon a Draft EXHIBIT B RESTRICTIVE COVENANT EXHIBIT C RENT REGULATORY AGREEMENT EXHIBIT D DISBURSEMENT SCHEDULE EXHIBIT E INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE CONSTRUCTION REQUIREMENTS WYNWOOD HAUS, LLC. I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured OMNI CRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured OMNI CRA listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $ 5,000,000 Aggregate $ 5,000,000 City of Miami & OMNI CRA listed as an additional Insured. Coverage is excess follow form over all liability polices contained herein. V. Owners & Contractor's Protective Each Occurrence General Aggregate $1,000,000 $1,000,000 City of Miami & OMNI CRA listed as the named insured VI. Payment and Performance Bond $TBD City & OMNI CRA listed as obligees VII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $25000 All other Perils. 5% maximum on Wind/Hail and Flood City of Miami & OMNI CRA listed as loss payees A. Coverage Extensions: As provided by carrier The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. SNIEDERMEYER ACORO" CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 12/21/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Collinsworth, Alter, Fowler & French, LLC 15050 NW 79th Court Suite 200 Miami Lakes, FL 33016 CONTACT Susan Niedermeyer NAME: PHONE 1 FAX (A/C, No, Ext): (A/C, No): E-MAIL UREss: Sniedermeyer@caffllc.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Liberty Mutual Fire Insurance Company 23035 INSURED Beauchamp Construction Co. Inc. 2100 Ponce De Leon Blvd Suite 825 Coral Gables, FL 33134 INSURER e :Liberty Insurance Corp. 42404 INSURER C : Lloyds London Ins. Co. INSURER D : INSURER E : INSURER F : • R: v THIS• IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MMIDDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X TB7Z51294202021 10/1/2021 10/1/2022 EACH OCCURRENCE $ 1,000,000 DAMAGES(RENTED PREMISES (Ea occurrence) $ 100,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE X LIMIT APPLIES X PER: LOC PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE X LIABILITY X SCHEDULED AUTOS NON -OWNED AUTOS ONLY X X AS2Z51294202011 - 10/1/2021 10/1/2022 SINGLE LIMIT (Ea accident) (Ea 1,000,000 $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE X x TH7Z51294202031 10/1/2021 10/1/2022 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 $ DED X RETENTION $ 0 A AND EMPLOYOEWORERRS' LIABII ITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N N / A X WC2Z51294202042 1/1/2022 1/1/2023 X ;MUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE 1,000,000 $ E.L. DISEASE - POLICY LIMIT 1,000,000 $ C Equipment Floater 773B0100647 3/5/2021 3/5/2022 Leased/Rented Equip 100,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Name of Project: Wynwood Haus Project Location: 1765 N. Miami Avenue, Miami, Florida 33136 Wynwood Haus, LLC, a Florida limited liability company ("Owner"); DSS Development Service Solutions, LLC, a Florida limited liability company ("Owner's Rep"); Bank OZK ISAOA ATIMA ("Lender"); Construction Management & Development, Inc. ("Lender's Consultant"); TSG Group Miami, LLC, a Florida limited liability company; Bridge Investment Group, LLC, a Florida limited liability company; Bridge Development Fund Manager, LLC, a Delaware limited liability SEE ATTACHED ACORD 101 I • Bank OZK ISAOA ATIMA Court Street 625 Clearwater, FL 33756 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE diaWatomMINNIMIIIMMIND ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: BEAUCON-01 SNIEDERMEYER � 7 ACORD LOC #: 1 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Collinsworth, Alter, Fowler & French, LLC NAMED INSURED Beauchamp Construction Co. Inc. 2100 Ponce De Leon Blvd Suite 825 Coral Gables, FL 33134 POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Description of Operations/LocationsNehicles: company; Bridge Opportunity Zone Fund III GP LLC, a Delaware limited liability company; Bridge Opportunity Zone Fund III LP, a Delaware limited partnership; BOZ III-K Holdings LLC, a Delaware limited liability company; Wynwood Haus JV, LLC, a Delaware limited liability company; Wynwood Haus Holdings II, LLC, a Florida limited liability company; TSG Wynwood House Open LLC, a Florida limited liability company; LG Wynwood Holdings, LLC, a Florida limited liability company; Lineaire Group, LLC, a Florida limited liability company; City of Miami, a municipal corporation of the State of Florida; Omni Community Redevelopment Agency of the City of Miami, a public agency and body created in 1987 by the City of Miami pursuant to Section 163.356, Florida Statutes; Owner's Title Company; and each and all of the above entities' respective officers, directors, shareholders, managers, affiliates, members, representatives, partners, agents, employees, parent companies, related companies, subsidiaries, successors and assigns are included as additional insureds with respects to General Liability and Auto policies on a primary and non contributory basis as required by written contract or permit. Waiver of Subrogation in favor of additional insureds with respects to General Liability, Auto and Workers Compensation policies as required by written contract or permit. Umbrella follow form. 30 Day Notice of Cancellation except 10 days for non payment subject to policy terms and conditions to lender with respect to Auto Liability as required by written contract. Coverage for General Liability and Umbrella is offsite ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE GRANTEE REQUIREMENTS WYNWOOD HAUS, LLC. I. Commercial General Liabffity A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured OMNI CRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liabffity A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured OMNI CRA listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. FSANMIGUEL A`o/zon CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYII) 2/1/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES . NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holderis an ADDITIONAL INSURED, the pollcy((es) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). - . . PRODUCER JAG Insurance Group, LLC 999 Ponce De Leon Blvd Suite 800 Coral Gables, FL 33134 NAME:pN�p CT (A//CC,, N , EM): (305) 842-3600 i ja , Noy(305) 84273600 ADDAIL RESS: INSURER(S) AFFORDING COVERAGE - NAIC # INsuRERA:HUDSON INSURANCE. CO INSURED WynwOOd Haus, LLC 1765 N. Miami Avenue Miami, FL 33136 • .. .. .. INSURER B : Hudscin Excess Insurance Company 14484 'INSURERC:EVANS.TON INSURANCE CO. 35378- INsuReR D: WESTCHESTER SURPLUS 10172 INSURER E:• - INSURER F: . 'f`CDTICU"ATC MI IMQCD. MBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED .BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE. FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY •THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. • .. ' ' INSR LTR - - TYPE OF INSURANCE ADDL MSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DDJyYrfl' POLICY EXP (MM/DD/YYYY1 - LIMITS A X. COMMERCIAL GENERAL LIABILITY X HCG1000464-01 6/1/2021 6/112023 EACH OCCURRENCE $ 1,000,000 pREMISES EFPTEnrencel $ Excluded CLAIMS -MADE X OCCUR MED EXP (Any one person) $ Excluded X OCIP PERSONAL 8 ADV INJURY - $ ..1'000,000 X Terrorism Included .. GENERAL AGGREGATE $ 2,000,000 GEN'L X- AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ -2,000,000 s AUTOMOBILE — _ LIABILnY ANY AUTO OWNED AUTOS ONLY HIRED • AUTOS ONLY _ SCHEDULED AUTOS. NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT- (Ea accident) . -" - $ BODILY INJURY (Per person) $ . BODILY INJURY (Per accident) $ P OPERTYDAMAGE. -.. (Peraccident) $ " $ B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE HXS 1001486 01 6/1/2021 6/1/2023 EACH OCCURRENCE - $ 3,000,000 AGGREGATE $ 3,000,000 ' $ DED 'X -RETENT ON $ . 25;000Terrorism—Incl. WORKERS COMPENSATION . AND EMPLOYERS' LIABILITY 'YIN / N ANYAPROPRIETORIPARTNERIEXECUTIVE ❑ (Nand Rory In NH) EXCLUDED? - • If yes, describe under DESCRIPTION OF OPERATIONS below N I A STATUTE ERH _ E.L. EACH ACCIDENT $ • E.L. DISEASE -'EA EMPLOYEE $ . E.L. DISEASE - POLICY LIMIT $ C D Pollution Contractor - Pollution -Site CPLMOL106919 G72528293 001 • 6/1/2021 ' 6/1/2021 - 7/31/2023 7/31/2023 SEE REMARKS • . SEE REMARKS DESCRIPTION OF OPERATIONS / LOCATIONS./ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) OMNI Community Redevelopment Agency Is listed as additional insured and mortgagee with respects to the General Liability and Pollution as required by written contract. Primary and Non Contributory Included. ' RE 1765 N. Miami Avenue Miami, FL 33136 - I OMNI Community Redevelopment Agency tY P 9 y 1401 North Miami Ave Miami, FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 'c' 51q-- ACORD 25 (2016/03) ' ©"1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: WYNWHAU-01 FSANMIGUEL ACORDe LOC #: 1• ADDITIONAL REMARKS SCHEDULE Page 1 of 2 AGENCY JAG Insurance Group, LLC POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 ADDITIONAL REMARKS NAIC CODE SEE P 1 NAMED INSURED Wynwood Haus, LLC 1765 N. Miami Avenue Miami, FL 33136 Dade EFFECTIVE DATE: SEE PAGE 1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Information Additional Named Insureds: Bridge Investment Group LLC Bridge Development Fund Manager LLC Bridge Opportunity Zone Fund III GP LLC Bridge Opportunity Zone Fund III LP BOZ III-K Holdings, LLC Wynwood Haus JV, LLC Wynwood Haus Holdings II, LLC TSG Wynwood Haus Open, LLC LG Wynwood Holdings, LLC Lineaire Group, LLC GC Entity: Beauchamp Construction Co. Inc. Excess Liability Effective Dates: 06/01/2021 - 06/01/2023 Policy No. MKLV2EUE101158 Evanston Insurance Company Each Occurrence: $5,000,000 Aggregate: $5,000,000 Excess of $3,000,000 Retention: $25,000 Terrorism Included Excess Liability Effective Dates: 06/01/2021 - 06/01/2023 Policy No. CX20210190-01 Capitol Specialty Insurance Each Occurrence: $10,000,000 Aggregate: $10,000,000 Excess of $8,000,000 Retention: $25,000 Terrorism Included Excess Lability Effective Dates: 06/01/2021 - 06/01/2023 Policy No. ELD30007535100 Endurance American Specialty Each Occurence: $10,000,000 Aggregate: $10,000,000 Retention: $25,000 Terrorism Included Pollution - Contractors Liability Policy No. CPLMOL106919 Effective Dates: 06/01/21 - 07/31/23 Per Occurrence Limit: $5,000,000 General Aggregate Limit: $5,000,000 Each Transportation Pollution Condition Limit: $5,000,000 Each Non -Owned Disposal Site Pollution Condition Limit: $5,000,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: WYNWHAU-01 FSANMIGUEL � 7 ACOREY LOC #: 1 ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY JAG Insurance Group, p NAMED INSURED Wynwood Haus, LLC 1765 N. Miami Avenue Miami, FL 33136 Dade POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Defense Expenses Aggregate Limit: $5,000,000 Deductible: $10,000 Pollution - Site Liability. Policy No. G72528293 001 Effective Dates: 06/01/21 - 07/31/23 Coverage A - Cleanup Costs for New Pollution Conditions Limit: $5,000,000 Coverage B - Bodily Injury and Property Damage for New Pollution Conditions Limit: $5,000,000 Coverage E - Non Owned Location Pollution Liability Limit: $5,000,000 Coverage F - Transportation Pollution Liability Limit: $5,000,000 Deductible: $25,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD FSANMIGUEL •T_ AkCORCP" `.�-- CERTIFICATE OF LIABILITY. INSURANCE . DATE (MM/DD/Y' - 2/1/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: .If the certificate holder'is an ADDITIONAL INSURED, the policy(Ies):must have ADDITIONAL. INSURED provisions or be endorsed. If SUBROGATION IS WANED, subject to the terms and conditions of the policy; certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). .. .. PRODUCER JAG Insurance Group, LLC 999 Ponce De Leon Blvd Suite 800 • Coral Gables, FL 33134 NAME:CT • PHONE 305 842-3600 Fnx 305 842�3600 (A/c, No, En): ( ) .1 (ac, r,14( ) ADDRESS: INSURER(S) AFFORDING COVERAGE ' • NAIL # INSURER A:HUDSON INSURANCE.CO INSURED Wynwood Haus, LLC 1765 N. Miami Avenue Miami, FL 33136 INSURERB:HUdSOn Excess'InsUrance Company' 14484 ' INSURER c : EVANSTON INSURANCE CO. • 35378 ' INSURER D : WESTCHESTER.SURPLUS .. 10172 INSURER E :- INSURER F • REVISION NUMBER: THIS IS TO CERTIFY. THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN.ISSUED TO THE INSURED NAMED ABOVE, FOR THE POLICY PERIOD INDICATED.. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF -ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN -REDUCED BY PAID CLAIMS. - ' .. ' ' INSR • TYPE OF INSURANCE INSD SUBR POLICY NUMBER • (MM/DDYIYYYYI (MM/DD/Yl YP• YI ... LIMITS A X COMMERCIAL GENERAL LIABILITY X HCG1000464-01 '6/1/2021 6/1/2023 EACH OCCURRENCE " $ 1,000,000 DAMAGETORENTED ". . PREMISES (Ea occurtence) • Excluded $ •' CLAIMS -MADE X OCCUR MED EXP (Any one Person) $ Excluded X OCIP' & PERSONAL ADV INJURY $ " -. • .1,000,000 X: Terrorism. Included . GENERAL AGGREGATE - $ 2,000,000 GEN'LAGGREGATE • X: POLICY oTHER:Deductible LIMIT APPLIES PRO- JECT X $25,00.0. PER: LOC PRODUCTS 2,000,000 $ AUTOMOBILE LIABILfrY • _ _ � SCHEDULED AUTOS. NON -OWNED AUTOS ONLY � � � � � - � COMBINED SINGLE LIMB . - (Ea accident) -" - $ BODILY INJURY (Per person) $ . BODILY INJURY (Per accident) $ PROPERTY DAMAGE ' ' . (Per accident) $ $ B • X' UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS MADE HXS 1001486 01 6/1/2021 6/1/2023 .. EACH OCCURRENCE ' . $ : 3,000,000 AGGREGATE $ 3,000,000 Terrorism. Incl. .. $ . DED X RETENTION $. 25,000 WORKERS COMPENSATION : AND EMPLOYERS' LIABILITY ANYA'PROPRIETOR/PARTNER/EXECUTIVE (MFFICE /M In NH) EXCLUDED? • If 'es, describe under • .. DESCRIPTION OF OPERATIONS below Y / N N 1A .. PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ . E.L. DISEASE - POLICY LIMIT- $ C D Pollution Contractor ' - Pollution Site CPLMOL106919 - G72528293 00.1 6/1/2021 ' 6/1/2021 7/31/2023 7/31/2023. SEE REMARKS - SEE REMARKS - DESCRIPTION OF OPERATIONS / LOCATIONS /.VEHICLES (ACORD 101, Additional Remarks Schedule; may be attached 1f mo a space is,required) - City of Miami Is listed as additional Insured and mortgagee with respects to the -General Llability and pollution as 'required by written contract. Primary and Non Contributory Included. - RE: 1765 N. Miami Avenue Miami, FL 33136 City C) of Miami 444 SW 2nd Avenue Miami, FL 33130 I SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION . DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. - AUTHORIZED REPRESENTATIVE Q61) I~ `9 . .. . ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: WYNWHAU-01 FSANMIGUEL ACORD LOC #: 1 ADDITIONAL REMARKS SCHEDULE Page 1 • of 2 AGENCY JAG Insurance Group, LLC NAMED INSURED uV1765 Nnwoo.d aHami As, LLC Mivenue Miami, FL 33136 Dade POLICY NUMBER SEE PAGE 1 CARRIER - SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE. Certificate of Liability Insurance Additional Information Additional Named Insureds: Bridge Investment Group LLC Bridge Development Fund Manager LLC Bridge Opportunity Zone Fund III GP LLC Bridge Opportunity Zone Fund III LP BOZ III-K Holdings, LLC Wynwood Haus JV, LLC Wynwood Haus Holdings 11, LLC TSG Wynwood Haus Open, LLC LG Wynwood Holdings, LLC Lineaire Group, LLC GC Entity: Beauchamp Construction Co. Inc. Excess Liability Effective Dates: 06/01/2021 - 06/01/2023 Policy No. MKLV2EUE101158 Evanston Insurance Company Each Occurrence: $5,000,000 Aggregate: $5,000,000 Excess of $3,000,000 Retention: $25,000 Terrorism Included Excess Liability Effective Dates: 06/01/2021 - 06/01/2023 Policy No. CX20210190-01 Capitol Specialty Insurance Each Occurrence: $10,000,000 Aggregate: $10,000,000 Excess of $8,000,000 Retention: $25,000 Terrorism Included Excess Lability Effective Dates: 06/01/2021 - 06/01/2023 Policy No. ELD30007535100 Endurance American Specialty Each Occurence: $10,000,000 Aggregate: $10,000,000 Retention: $25,000 Terrorism Included Pollution - Contractors Liability Policy No. CPLMOL106919 Effective Dates: 06/01/21 - 07/31/23 Per Occurrence Limit: $5,000,000 General Aggregate Limit: $5,000,000 Each Transportation Pollution Condition Limit: $5,000,000 Each Non -Owned Disposal Site Pollution Condition Limit: $5,000,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: WYN HAU-01 FSANMIGUEL ACORD LOC #: 1 ADDITIONAL REMARKS SCHEDULE• Page 2 of 2 AGENCY JAG Insurance Group, LLC NAMED INSURED Wynwood Haus, LLC 1765 N. Miami Avenue Miami, FL 33136 Dade POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Defense Expenses Aggregate Limit: $5,000,000 Deductible: $10,000 Pollution - Site Liability, Policy No. G72528293 001 Effective Dates: 06/01/21 - 07/31/23 Coverage A- Cleanup Costs for New Pollution Conditions Limit: $5,000,000 Coverage B - Bodily Injury and Property Damage for New Pollution Conditions Limit: $5,000,000 Coverage E - Non Owned Location Pollution Liability Limit: $5,000,000 Coverage F - Transportation Pollution Liability Limit: $5,000,000 Deductible: $25,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD FSANMIGUEL PRODUCER NAME, CONTACT PERSON AND'ADDRESS JAG Insurance Group LLC 999 Ponce De Leon Blvd Suite 800 Coral Gables, FL 33134 Contact name: • rAII r of:(305) 842-3600 CODE: - AWROY EVIDENCE OF COMMERCIAL PROPERTY INSURANCE DATE (MMIDDIYYYY) 1/19/2022 THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND:CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST. NAIL No: 38318 . . . Marto, Ed): (305) 842-3600:' E-MAIL ADDRESS:' SUB CODE:. AGENCY. - WYNWHAU-01 CUSTOMER ID S: ED AND ADDRESS W nwood Haus;LLC. 41y00. N Miami Avenue Miami, FL 33127 ADDmONAL NAMED INSUREDS). • COMPANY NAME AND ADORES STARR INDEMNITY & LIAB. CO 399. Park ASve .. New York,NY 10022 IF MULTIPLE COMPANIES,'COMPLETE SEPARATE FORM FOR EACH POLICY TYPE Installation/Builders Risk POLICY NUMBER - ICA100065101021 EFFECTIVE DATE 6/9/2021 EXPIRATION DATE 3/24/2023 THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY iNFORMATION •(ACORD 101 may•beattached If more space Is: r OCATION 1 DESCRIPTION 4 CONTINUED UNTIL TERMINATED IF CHECKED wired) X BUILDING OR 0 BUSINESS PERSONAL PROPERTY.: THE POLICIES OF INSURANCE LISTED • BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED: NOTWITHSTANDING, ANY REQUIREMENT, TERMOR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH.THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY. PERTAIN; THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,; EXCLUSIONS AND CONDITIONS OF.SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS: - . •X I SPECIAL ' •1 • I.DAmn I I COVERAGE INFOKMA'I ION rcrgw IIVOVRGN I 1 u,,.,,,Y 1 .. " •",•" r -- ' COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE:: - s 47,798,732 DED: 25,000 YES NO NIA . .. ' .. X If YES, LIMIT: : 2,015,480: Actual Loss Sustained;" # of months: BUSINESS INCOME ❑RENTAL VALUE BLANKET COVERAGE ` X If YES, indicate value(s}:reported on property identified above: $ TERRORISM COVERAGE ; : X Attach Disclosure Notice / DEC IS THERE A TERRORJSM SPECIFIC EXCLUSION? X IS DOMESTIC TERRORISM EXCLUDED? • X.. . .. LIMITED FUNGUS COVERAGE ' : - ) If YES; LIMIT: 100,000 .. DED: FUNGUS EXCLUSION (If "YES", specify organization's form used) X REPLACEMENT COST X AGREED VALUE_ COINSURANCE - X If YES EQUIPMENT BREAKDOWN (If Applicable) ' X if YES, LIMIT; - DED: ORDINANCE OR LAW .- Coverage for loss to:undamagedportion of bldg •X . If YES; LIMIT:. 47,798,732 DED; .. ' ' 25,000 - Demolition Costs X- :.. If YES, LIMIT:. : 2,500;000 DED: - Incr. Cast of Construction ' X ;' If YES, LIMIT: 2,500,000 • DED EARTH MOVEMENT (If Applicable) .. - : - - X - ' If YES, LIMIT: :.. 25,000,000 • DED: FLOOD (If Applicable) . X : ' If YES, LIMIT: 10,0 ; , DED:. X If YES; LIMIT::. ; • ' .. 47,798;732 ' DED:. . . WIND / HAIL INCL , : _ © YES. • NO :Subject to Different Provisions: X If YES, LIMIT: ..' . :47,798,732 DED: NAMED STORM INCL © YES . III NO _Subject to Different Provisions: PERMISSION TO WAIVE SUBROGATION IN FAVOR OF MORTGAGE' HOLDER PRIOR TO LOSS • CANCELLATION .. • SHOULD 'ANY OF THE ABOVE :DESCRIBED POLICIES -BE -CANCELLED BEFORE THE EXPIRATION BATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST. X CONTRACT OF SALE MORTGAGEE LENDERS LOSS PAYABLE OSS PAYEE- NAME AND'ADDRESS OMNI Community Redevelopment Agency 1401 North Miami Avenue Miami; FL 33136 LENDER SERVICING E AND ADDRESS ACORD 28 (2016/93) © 2003-2015 ACORD CORPORATION. AD rights reserved: The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: WYNWHAU-01 LOC #: FSANMIGUEL ACORD ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY JAG Insurance Group, LLC NAMED INSURED Wynwood Haus, LLC 4100 N Miami Avenue Miami, FL 33127 Dade POLICY NUMBER ICA100065101021 CARRIER STARR INDEMNITY & LIAB. CO NAIC CODE 38318 EFFECTNEDATE: 06/09/2021 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 28 FORM TITLE: EVIDENCE OF COMMERCIAL PROPERTY INSURANCE Special Conditions: Location: 1765 N. Miami Avenue, Miami, FL 33136 Hard Costs: $39,827,951 Soft Costs: $5,955,293 Delay in opening/completion: $2,015,488 Total Insured Value: $47,798,732 30 Days Notice of Cancellation applies in favor of lender 10 Day Notice for non-payment of premium applies in favor of lender. Named Storm Deductible: 5% of values at risk subject to $100,000 minimum. Water Damage Deductible: $100,000 Outoor Trees, Shrubs, Plants and Lawns: $500,000 Debris removal expense up to 25% of the amount paid for direct loss, subject to a maximum of: $1,000,000 Contaminants or Pollutants; Cleanup & Decontamination: $100,000 Fire Brigage Charges & Extinguishiing Expense: $500,000 Claims Preparation Expense: $100,000 Rewards: $25,000 Materials in Transit: $1,000,000 Limit Material stored offsite: $2,000,000 Limit Additional Named Insureds: Bridge Investment Group LLC Bridge Development Fund Manager LLC Bridge Opportunity Zone Fund III GP LLC Bridge Opportunity Zone Fund III LP BOZ III-K Holdings, LLC Wynwood Haus JV, LLC Wynwood Haus Holdings II, LLC TSG Wynwood Haus Open, LLC LG Wynwood Holdings, LLC Lineaire Group, LLC GC Entity: Beauchamp Construction Co., Inc. Permission to Occupy Included ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD FSANMIGUEL ACORO' `� EVIDENCE OF COMMERCIAL PROPERTY INSURANCE DATE (MMIDDM'YY) 1►19/2022 THIS EVIDENCE OF COMMERCIAL PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW. THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE ' COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE ADDITIONAL INTEREST... . PRODUCER NAME, p IF ONE (305)842.-3600. CONTACT PERSON AND ADDRESS IA1C, No, E#): COMPANY NAME AND ADDRESS STARR INDEMNITY & 'JAB. CO 399 Park ASve New York, NY 10022 IF MULTIPLE COMPANIES, COMPLETE SEPARATE NAIL NO:'38318 • JAG Insurance Group LLC 999 Ponce De Leon Blvd Suite 800 Coral Gables, FL 33134 Contact name: FORM FOR EACH rA16, No):(305) .8.42-3600 'Mass: CODE: SUB CODE:. POLICY TYPE Installation / Builders Risk AGENOCMER Y. - ID #:WYNWHAU-01 CUST NAMED INSUREDAND ADDRESS W nwood Haus, LLC. 41yy-00_ N Miami Avenue Miami, FL 33127 LOAN NUMBER POLICY NUMBER ICA100065101021 EFFECTIVE DATE 1i/9/2021 .. EXPIRATION DATE 3/24/2023 • I�1 CONTINUED UNTIL I I TERMINATED IF CHECKED ADDmONAL NAMED INSURED(S) THIS REPLACES PRIOR EVIDENCE DATED: PROPERTY INFORMATION(ACORD 101 may be attached if more space Is required) 'X BUILDING OR 0 BUSINESS PERSONAL PROPERTY:. LOCATION 1 DESCRIPTION THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THEINSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.' NOTWITHSTANDING. ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BEISSUED OR MAY PERTAIN,. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS; EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED. BY PAID CLAIMS. . COVERAGE INFORMATION PERILS INSURED. BASIC BROAD I. X I SPECIAL COMMERCIAL PROPERTY COVERAGE AMOUNT OF INSURANCE: $'47;798,732 DED: 25,000 YES NO WA 1 l BUSINESS INCOME • RENTAL VALUE X .. . .If YES, LIMIT:. . 2,015,488 Actual Loss Sustained;'# of months: . BLANKET COVERAGE X If YES, indicate value(s) reported on property identified above: $ TERRORISM COVERAGE X .. Attach Disclosure Notice / DEC ISTHERE A TERRORISM -SPECIFIC EXCLUSION? _ . X IS DOMESTIC TERRORISM EXCLUDED/ X LIMITED FUNGUS COVERAGE X If YES; LIMIT: ' 100;000 ' - DED: FUNGUS EXCLUSION (If "YES", specify organization's form used) X REPLACEMENT COST X AGREED VALUE . . .X COINSURANCE, , X 'If YES, - %' . EQUIPMENT BREAKDOWN (If:Applicable) X If YES LIMIT: . DED: ORDINANCE OR LAW - Coverage for loss to:undamaged portion of bldg ' , X If YES, LIMIT; 47,798,732 DED; 25,000 - Demolition Costs X . If YES, LIMIT: . _ _ 2,500;000 .. . DED: - Incr. Cost of Construction . X If YES, LIMIT: 2;500,000 ' DED: EARTH MOVEMENT (If Applicable) X 'EYES, LIMIT: 25,000,000 . DED: . FLOOD (If Applicable) X If YES, LIMIT: 10,000,000.... DED: WIND'/ HAIL INCL El YES • NO- Subject to Different Provisions: X If YES, LIMIT:. 47,798,732 . DED: NAMED STORM INCL El YES' . • NO Subject to Different Provisions: : X If YES, LIMIT: 47,798,732 DED: PERMISSION TO WAIVE SUBROGATION IN FAVOR OF MORTGAGE HOLDER PRIOR TO LOSS . CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST CONTRACT OF SALE MORTGAGEE LENDER'S LOSS PAYABLE I • I LOSS PAYEE LENDER SERVICING AGENT NAME AND ADDRESS . . — X — NAME AND ADDRESS City of Miami 444 SW 2nd Avenue Miami, FL 33130 AUTHORIZED REPRESENTATIVE AW ACORD 28 (2016/03) © 2003-2015 ACORD :CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: WYNWHAU-01 FSANMIGUEL � 7 ACORLY LOC #: ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY JAG Insurance Group, LLC NAMED INSURED Wynwood Haus, Avenue N Miami Avenuu e Miami, FL33127 Dade POLICY NUMBER ICA100065101021 CARRIER STARR INDEMNITY & LIAB. CO NAIC CODE 38318 EFFECTIVE DATE:'06/09/2021 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER. ACORD 28 FORM TITLE: EVIDENCE OF COMMERCIAL PROPERTY INSURANCE Special Conditions: Location: 1765 N. Miami Avenue, Miami, FL 33136 Hard Costs: $39,827,951 Soft Costs: $5,955,293 Delay in opening/completion: $2,015,488 Total Insured Value: $47,798,732 30 Days Notice of Cancellation applies in favor of lender 10 Day Notice for non-payment of premium applies in favor of lender. Named Storm Deductible: 5% of values at risk subject to $100,000 minimum. Water Damage Deductible: $100,000 Outoor Trees, Shrubs, Plants and Lawns: $500,000 Debris removal expense up to 25% of the amount paid for direct loss, subject to a maximum of: $1,000,000 Contaminants or Pollutants; Cleanup & Decontamination: $100,000 Fire Brigage Charges & Extinguishiing Expense: $500,000 Claims Preparation Expense: $100,000 Rewards: $25,000 Materials in Transit: $1,000,000 Limit Material stored offsite: $2,000,000 Limit Additional Named Insureds: Bridge Investment Group LLC Bridge Development Fund Manager LLC Bridge Opportunity Zone Fund III GP LLC Bridge Opportunity Zone Fund III LP BOZ III-K Holdings, LLC Wynwood Haus JV, LLC Wynwood Haus Holdings II, LLC TSG Wynwood Haus Open, LLC LG Wynwood Holdings, LLC Lineaire Group, LLC GC Entity: Beauchamp Construction Co., Inc. Permission to Occupy Included ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE OPERATIONAL REQUIREMENTS WYNWOOD HAUS, LLC. I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured OMNI CRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement Hired and Non Owned Auto Endorsement II. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit III. PROPERTY Commercial Property Insurance covering the Building and Business Personal Property owned by Wynwood Haus, LLC. Commercial property insurance shall, at a minimum, cover the perils insured under the ISO Special Causes of Loss Special Form (CP 10 30), or a substitute form providing equivalent coverages written on an All Risk or Direct Physical Loss or Damage basis with no coinsurance, including wind and named storm coverage and hail not to exceed 5% deductible depending on market conditions, along with earth movement and flood. Coverage should be included for debris removal, and demolition and increased cost of construction that are caused by legal requirements regulating the construction or repair of damaged facilities or subject property, including an ordinance and law endorsement, in an amount of not less than the replacement cost of the property insured and leasehold improvements (exclusive of foundation and excavation costs), trade fixtures and floor coverings. In addition, the policy should afford coverage for sprinkler leakage, extended coverage including vandalism and malicious mischief, as well as coverage for time element relative to loss of rents, along with boiler and machinery coverage, if applicable. The amount of insurance shall equal the full estimated replacement cost of all real and business personal property owned by Wyndwood Haus, LLC. The City and the OMNI CRA shall be included as loss payees under the commercial property insurance. IV. Umbrella Liability Each Occurrence Policy Aggregate $2,000,000 $2,000,000 City of Miami and OMNI CRA listed as an additional insured. Coverage is excess follow form over the general liability and auto endorsement. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approvaL