BLOCK 45 DEVELOPMENT AGREEMENT By and Between OVERTOWN GATEWAY PARTNERS, LLC and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY

Transcription

1 H&K Draft January 17, 2014 BLOCK 45 DEVELOPMENT AGREEMENT By and Between OVERTOWN GATEWAY PARTNERS, LLC and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY

2 TABLE OF CONTENTS 1. RECITALS 1 2. PROPERTY 1 3. DEPOSIT 2 4. INSPECTION PERIOD 3 5. AS-IS, WHERE IS, AND WITH ALL FAULTS CONDITION 6 6. TITLE AND SURVEY 6 7. ZONING APPROVALS 8 8. PROJECT 8 9. DEVELOPMENT AND FINANCIAL APPROVALS MINORITY AND WOMEN'S PARTICIPATION AND EQUAL EMPLOYMENT OPPORTUNITY AFFORDABLE RENTAL HOUSING REQUIREMENTS CRA CONDITIONS PRECEDENT CLOSING DATE PARKING FOR COMMUNITY BASED ORGANIZATIONS INDEMNIFICATION VARIANCES FROM DECLARATION REPRESENTATIONS OF CRA DEVELOPER'S REPRESENTATIONS DEFAULT BROKERS ASSIGNABILITY NOTICES CHALLENGES REAL ESTATE TAXES BLOCK 56 DEVELOPMENT AGREEMENT CRA GRANT SAWYER'S WALK RELEASE ZONING AGREEMENT PROGRAM MISCELLANEOUS 32 31, ENTIRE AGREEMENT 33

3 32. ESCROW AGENT ARBITRATION 33 11

4 LIST OF EXHIBITS A. Legal Description B. Insurance Requirements C. Permitted Exceptions D. Conceptual Design Documents E. Housing Restrictive Covenant F. Deed G. Restrictive Covenant H. Guaranty of Completion I. Longshoremen's Parking Plan J. Indemnification Agreement K. Approved Variances L. Organizational Documents of Developer M. Organizational Chart of Developer N. Form of Sawyer's Walk Release

5 BLOCK 45 DEVELOPMENT AGREEMENT THIS BLOCK 45 DEVELOPMENT AGREEMENT (the "Agreement") is dated as of the day of January, 2014, by and between OVERTOWN GATEWAY PARTNERS, LLC, a Florida limited liability company (the "Developer"), and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section , Florida Statutes (the "CRA"); RECITALS A. The Southeast Overtown/Park West Project area was designated as a community redevelopment area (the "Redevelopment Area") by Miami-Dade County, a political subdivision of the State of Florida (the "County"). A redevelopment plan was approved by the Commissioners of the City of Miami and the Commissioners of Miami-Dade County with certain redevelopment authority granted by the County to the City for project implementation. The City assigned to the CRA the redevelopment authority granted by the County to the City. B. The CRA issued a request for proposals (the "RFP") for the development of that certain real property located within the Redevelopment Area which is more particularly described on Exhibit "A" (the "Property") together with other property. C. In response to the RFP, Developer submitted a proposal for the development of the Property, as more particularly described in the proposal submitted by the Developer (the "Proposal") together with other property. D. Based upon the evaluation of the Proposal by the selection committee appointed by the executive director of the CRA (the "Executive Director") and subsequent negotiations between the Executive Director and the Developer, the Executive Director has recommended to the Board of Commissioners of the CRA (the "CRA Board") that the CRA enter into this Agreement with the Developer. E. Pursuant to CRA Resolution Number CRA-R-14- authorized the CRA to enter into this Agreement., the CRA Board F. The CRA desires to convey the Property to the Developer subject to the terms and provisions of this Agreement and the Developer desires to acquire the Property from the CRA for the development of the Project, as hereinafter defined, subject to the terms and provisions of this Agreement. NOW THEREFORE, for and in consideration of the $10.00 and other good and valuable consideration and of the covenants and agreements hereafter set forth, the parties agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by reference and made a part hereof. 2. PROPERTY. The property to be conveyed by the CRA to Developer pursuant to the terms of this Agreement consists of the Property and all appurtenances belonging thereto, 1

6 including any and all rights, privileges and easements in any way pertaining thereto, all right, title and interest of the CRA in and to any adjoining sidewalk and in and to any adjoining street or alley and all right, title and interest of the CRA in permits and approvals issued by the applicable governmental authorities relating to the use and development of the Property. 3. DEPOSIT. 3.1 Within two (2) business days of the Effective Date of this Agreement, Developer shall deliver to Holland & Knight LLP, as escrow agent (the "Escrow Agent"), the sum of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the "Initial Deposit"). (The Initial Deposit and the Additional Deposit, as hereinafter defined, together with all interest accrued thereon, are collectively referred to as the "Deposit"). Upon receipt of Developer's tax identification number, the Escrow Agent shall invest the Deposit in an interest-bearing account, certificate of deposit or repurchase agreement. All interest accrued or earned thereon shall be paid or credited to Developer except in the event of default of Developer, in which event the interest shall be disbursed to the CRA, together with the Deposit, as liquidated damages. 3.2 At the election of Developer, Developer may provide an irrevocable, unconditional letter of credit issued by a financial institution reasonably acceptable to the Executive Director and having an office located in the City of Miami where the letter of credit can be presented for payment, with an expiration date no earlier than one (1) year from the Effective Date and which contains provisions for the automatic renewals for additional one (1) year periods unless notice of non-renewal is delivered to the beneficiary not less than ten (10) days prior to the then expiration date, which shall be in form and substance reasonably acceptable to the Executive Director (the "LC") in the required amounts in lieu of making the Initial Deposit and/or the Additional Deposit in cash, The CRA shall be the beneficiary of the LC. To the extent the Deposit is in the form of cash, Escrow Agent shall hold the Deposit in an interest bearing account. Escrow Agent shall deliver the Deposit, or the LC, as appropriate, in accordance with the terms of this Agreement. If any LC is provided, the LC shall be delivered and held by the CRA. 3.3 Developer acknowledges and agrees to cause the expiry date of the LC to be extended at least ten (10) days prior to any date of expiration as long as this Agreement is in full force and effect. The failure of Developer to extend the expiry date of the LC at least ten (10) days prior to its then expiration date shall automatically entitle the CRA to draw the full amount of the LC. In such event, the CRA shall deposit the proceeds of the LC with the Escrow Agent who shall hold same as the Deposit in accordance with the terms of this Agreement. If for any reason the LC expires and the Executive Director is not able to draw down the LC this Agreement shall terminate unless Developer deposits with Escrow Agent the full amount of the LC by wire transfer of federal funds within two (2) business days of receipt of written notice from the Executive Director that the LC has expired and the Executive Director was unable to draw down the LC, in which event this Agreement shall terminate if Escrow Agent does not receive the required funds within the two (2) business day period and the parties released from all further obligations except for the obligations that expressly survive termination, however, if the Deposit was non-refundable at the time the LC expired, Developer shall remain liable to the CRA for the amount of the Deposit. This provision shall survive the termination of the Agreement. 2

7 3.4 If the Executive Director draws upon the LC, and within ten (10) days of such event Developer provides the CRA notice that it disputes whether the CRA was entitled to draw down the LC, then in such event, within five (5) days of receipt of such notice the CRA shall deposit such amount by wire transfer of federal funds with Escrow Agent who shall continue to hold such funds in accordance with the terms of this Agreement until the dispute is resolved. 4. INSPECTION PERIOD. 4.1 Inspections. Developer shall have until 5 p.m. on the ninetieth (90th) day after the Effective Date, as hereinafter defined, (the "Inspection Period") to perform, at Developer's sole cost and expense, such investigations and inspections of the Property the Developer, in Developer's sole and absolute discretion deems appropriate, including, without limitation, soil tests, zoning investigations, utility availability and environmental assessments (collectively the "Inspections") to determine whether the Property is acceptable to Developer, in its sole discretion. Prior to performing any on-site Inspections, Developer shall provide at least one (1) business day's prior written notice to the Executive Director (which may be delivered by ) at 1490 NW Third Avenue, Suite 105, Miami, Florida 33136, Phone: ; Facsimile: ; cwoods@miamigov.com (or such other CRA representatives as designated by the Executive Director), which written notice shall provide reasonable detail regarding the type and scope of Inspection(s) to be performed and the scheduled date and time for such Inspection(s) and provide the Executive Director the opportunity to have a representative from the CRA present at any such Inspection(s). Developer shall conduct such Inspection in a manner so as to not unreasonably interfere with the current use of the Property. 4.2 Restoration. Following any such Inspections, Developer shall promptly restore the Property to the condition existing immediately prior to such Inspections. The Inspections shall be conducted in accordance with all applicable laws and by licensed and insured professionals, and Developer shall cause its inspectors to obtain, at Developer's sole cost and expense, any and all licenses and permits required to conduct the Inspections, as applicable. 4.3 Disclosure. Developer agrees that in the event the need arises to notify, under applicable laws, any federal, state or local public agencies of any conditions at the Property as a result of the Inspections performed by Developer, its agents, employees, contractors and/or representatives, Developer shall provide the Executive Director with copies of any pertinent reports, written material or other evidence of the condition requiring such disclosure, if any. Any required disclosures shall be made directly by the CRA, and not Developer, to any such public agencies, unless the Developer is required to make such disclosures by applicable law, and the CRA fails to timely make such disclosures. 4.4 Indemnification. Developer shall assume all risks associated with the Inspections and agrees to indemnify, defend and hold harmless the CRA of, from and against any and all costs, losses, claims, damages, liabilities, expenses and other obligations (including, without limitation reasonable attorney's fees and court costs) arising from, out of or in connection with or otherwise relating to the Inspections, including, without limitation, the entry by any one or more of Developer's agents, employees, contractors and other representatives in or 3

8 upon the Property for the purpose of the Inspections. The foregoing indemnification obligations of Developer shall survive the expiration or termination of this Agreement. 4.5 Insurance. Developer shall, prior to entering the Property and performing any Inspections, provide to the CRA evidence of insurance by Developer and its contractors, as applicable, as specified on Exhibit "B" attached hereto, insuring against any liability by any one or more of Developer, its agents, employees, contractors or other representatives arising from, out of or in connection with or otherwise relating to the entry by any one or more of Developer, its agents, employees, contractors or other representatives in or upon the Property for the purpose of the Inspections. Developer shall provide the CRA with a certificate of insurance evidencing such insurance coverage, naming the CRA as an additional insured thereon and which insurance coverage shall be kept in force until the expiration or early termination of this Agreement. 4.6 Acceptance of Property. If for any reason whatsoever Developer, in its sole discretion, determines during the Inspection Period that it does not wish to proceed with the transaction contemplated by this Agreement, Developer shall have the absolute right to terminate this Agreement by giving written notice of such termination to the CRA prior to the expiration of the Inspection Period. Upon the CRA's receipt of such notice prior to the end of the Inspection Period, this Agreement shall be deemed terminated and of no further force and effect. Escrow Agent shall promptly return the Initial Deposit together with any interest accrued thereon to Developer and the parties shall be released and relieved from any liability or obligations hereunder, except for those obligations and this Section 4 which expressly survive the termination of this Agreement. If Developer does not terminate this Agreement prior to the expiration of the Inspection Period, then it shall be presumed conclusively that Developer has had adequate opportunity to review and inspect all portions of the Property, including, without limitation, the environmental condition of the Property and, Developer has determined that the condition of all portions of the Property are satisfactory to Developer and Developer has accepted every portion of the Property in its "AS IS, WHERE IS, WITH ALL FAULTS" condition. 4.7 No Lien. Developer shall not create or permit to be created any mechanic's liens upon the Property, or any part thereof, as a result of the Inspections. If any lien shall at any time be filed against the Property, or any part thereof in connection with the Inspections, Developer shall cause same to be discharged or transferred to bond in accordance with applicable laws within thirty (30) days after Developer first becomes aware that such lien has been recorded against the Property. This provision shall survive the expiration or termination of this Agreement. 4.8 CRA Deliveries. Prior to the date of this Agreement, the CRA has provided to Developer copies of all surveys and environmental studies which the CRA has been able to locate with respect to the Property (collectively the "CRA Deliveries"). Any reliance upon the CRA Deliveries is at the sole risk of Developer and the CRA makes no representations or warranties, express or implied, with respect to the accuracy or completeness of the CRA Deliveries, and any reliance upon same is at the sole risk of Developer. 4.9 Disclaimer of Representations by Developer. Developer hereby expressly acknowledges and agrees that, except as specifically provided in this Agreement: 4

9 4.9.1 The CRA makes and has made no warranty or representation whatsoever as to the condition or suitability of the Property for the Project, as hereinafter defined The CRA makes and has made no warranty, express or implied, with regard to the accuracy or completeness of any information furnished to Developer, and the CRA shall not be bound by any statement of any broker, employee, agent or other representative of the CRA, The CRA has made no representations, warranties or promises to Developer not explicitly set forth in this Agreement The CRA has made no representations or warranties, express or implied, with regard to the neighborhood, that the Redevelopment Area will be developed, or as to the precise type or quality of improvements that will be constructed within the Redevelopment Area or the timing thereof The CRA makes and has made no representation or warranty, express or implied, concerning any portion of the Property, its condition or other things or matters directly or indirectly relating thereto or hereto, including, without limitation, no warranty as to merchantability or fitness for any particular purpose or relating to the absence of latent or other defects Removal of Slum and Blight. Developer specifically acknowledges that the transaction contemplated by this Agreement and the time frame for performance by Developer under this Agreement is not contingent upon the redevelopment of the Redevelopment Area, the removal of slum or blight from the Redevelopment Area, the reduction of crime in the Redevelopment Area or the status of any other projects in the Redevelopment Area Copies of Reports. Developer shall provide the CRA with copies of any third party reports prepared for Developer regarding the physical condition of the Property within ten (10) days of termination of this Agreement. This provision shall survive termination Additional Deposit. If Developer fails to terminate this Agreement prior to the end of the Inspection Period, Developer shall deliver to Escrow Agent an additional deposit in the amount of Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) (the "Additional Deposit") by wire transfer of federal funds on or before two (2) business days after the end of the Inspection Period or increase the amount of the LC by Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) on or before two (2) business days after the end of the Inspection Period. The failure of Developer to make the Additional Deposit in the form of cash or an increase in the amount of the LC shall result in the automatic termination of this Agreement in which event the Escrow Agent shall promptly return the Initial Deposit, together with all interest accrued thereon, to Developer and the parties shall be relieved from any liability or obligations hereunder except for those obligations under this Agreement which expressly survive termination, 5

10 5. AS-IS, WHERE IS, AND WITH ALL FAULTS CONDITION. (a) Developer does hereby acknowledge, represent, warrant and agree, to and with CRA, that, (1) Developer is acquiring the Property in an "AS IS, WHERE IS, AND WITH ALL FAULTS" condition with respect to any facts, circumstances, conditions and defects of all kinds; (ii) CRA has no obligation to repair or correct any such facts, circumstances, conditions or defects or compensate Developer for same; (iii) Developer is and will be relying strictly and solely upon the advice and counsel of its own agents and representatives and such physical inspections, examinations and tests of the Property as Developer deems necessary or appropriate under the circumstances; (iv) Developer has had and will have, pursuant to this Agreement, an adequate opportunity to make such legal, factual and other inquiries and investigations as Developer deems necessary, desirable or appropriate with respect to the Property; (v) the CRA is not making and has not made any warranty or representation, express or implied, with respect to the Property as an inducement to the Developer to enter into this Agreement, or for any other purpose; and (vi) by reason of all of the foregoing, from and after the respective closing, Developer shall assume the full risk of any loss or damage occasioned by any fact, circumstance, condition or defect pertaining to the physical and other conditions of the Property, regardless of whether the same is capable of being observed or ascertained. (b) THE CRA HAS NOT, DOES NOT AND WILL NOT, WITH RESPECT TO THE PROPERTY, MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO, ANY WARRANTY OF CONDITION OR MERCHANTABILITY, OR WITH RESPECT TO THE VALUE, PROFITABILITY OR OPERATING POTENTIAL OF THE PROPERTY. (c) Developer hereby releases the CRA from any liability, claims, damages, penalties, costs, fees, charges, losses, causes of action, demands, expenses of any kind or nature or any other claim it has or may have against the CRA resulting from the presence, removal or other remediation of "Hazardous Materials" (as hereinafter defined) on or under the Property or which has migrated from adjacent lands to the Property or from the Property to adjacent lands. (d) The term "Hazardous Materials" shall mean asbestos, any petroleum fuel and any hazardous or toxic substance, material or waste which is or becomes regulated by any local governmental authority, the state where the Property is located or the United States Government, including, but not limited to, any material or substance defined as a "hazardous waste," "extremely hazardous waste," "restricted hazardous waste," "hazardous substance," "hazardous material" or "toxic pollutant" under state law and/or under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq. The provisions of this Section 5 shall survive any termination of this Agreement and shall survive Closing and the delivery of the Special Warranty Deed at Closing. 6. TITLE AND SURVEY. 6.1 Developer shall obtain a title insurance commitment (the "Commitment") and a survey (the "Survey") of the Property, at the Developer's sole cost and expense. The 6

11 Commitment and the Survey shall show the CRA to be vested in good and marketable lien free fee simple title to the Property, subject only to the following (the "Permitted Exceptions"): Ad valorem real estate taxes and assessments for the year of closing and subsequent years All applicable laws, ordinances and governmental regulations, including, but not limited to, all applicable building, zoning, land use, environmental ordinances and regulations Any matters arising by, through, or under Developer. 6.1,4 Terms and provisions of that certain Declaration of Restrictions dated May 8, 2013 by and between the County and CRA recorded May 15, 2013 in Official Records Book 28631, at Page 1264 of the Public Records of Miami-Dade County, Florida (the "Original Declaration"), which Original Declaration shall be modified by the Declaration Amendment, as hereinafter defined (collectively, the "Declaration"). part hereof Those matters listed on Exhibit "C" attached hereto and made a 6.2 Developer shall have until 5:00 p.m. on the sixtieth (60th) day following the Effective Date (the "Title Review Period") to obtain and examine the Commitment and the Survey. Developer shall promptly provide the CRA with a copy of the Commitment and the Survey upon Developer's receipt of same. The survey shall be certified to Developer and the CRA. If the Commitment and Survey reveals any particular condition of title other than the Permitted Exceptions, Developer shall, no later than the expiration of the Title Review Period, notify the CRA in writing of the defect(s). If Developer fails to give the CRA written notice of the defect(s) prior to the end of the Title Review Period, the defect(s) shown in the Commitment and the Survey shall be deemed to be waived as title objections and same shall be deemed to constitute Permitted Exceptions for all purposes under this Agreement. If Developer has given CRA written notice of defect(s) rendering title unmarketable prior to the end of the Title Review Period other than the Permitted Exceptions, the CRA shall elect within ten (10) days after receipt of written notice of the title defect(s) whether the CRA will elect to attempt to cure the title defect(s). If the CRA does not elect to cure the title defect(s), Developer shall have the option, at its sole discretion and to be exercised within ten (10) days after Developer receives written notice from the CRA that the CRA has elected not to cure the title defect(s), of either (i) waiving the defect(s), in which event the defect(s) shall be deemed to constitute a Permitted Exception under this Agreement, or (ii) terminating this Agreement, in which event Escrow Agent shall return the Deposit, together with interest accrued thereon, to Developer and the parties shall be released from any further obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement. If the CRA elects to attempt to cure the title defect(s), the CRA shall have sixty (60) days from receipt of the written notice of defect(s) to use commercially reasonable efforts to cure same (the "Cure Period"). If the CRA elects to cure the title defect(s), the CRA shall discharge any lien(s), judgment(s) or other matters affecting title to the Property in a liquidated amount. The CRA shall not be required to commence litigation to resolve any matters. In the event the CRA attempts to cure the title 7

12 defects and the CRA is not able to cure the defect(s) prior to the end of the Cure Period, Developer shall have the option, to be exercised within ten (10) days after the end of the Cure Period, of either (i) waiving the defect(s), in which event the defect(s) shall be deemed to constitute a Permitted Exception under this Agreement, or (ii) terminating this Agreement, whereupon Escrow Agent shall return the Deposit, together with interest accrued thereon, to Developer and the parties shall be released from any further obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement. 6.3 In the event of any new title defect(s) arising from and after the effective date of the Commitment and prior to the Closing Date, the CRA shall use commercially reasonable efforts to cure such title defect(s) prior to the Closing Date. The CRA shall discharge any lien(s), judgment(s) or other matters affecting title to the Property that are in a liquidated amount. The CRA shall not be required to bring any lawsuit(s) to cure any title defect(s) or expend any funds to cure any title defect(s) not in a liquidated amount. In the event that the CRA is unable to cure the title defect(s) prior to the Closing Date after using commercially reasonable efforts, Developer shall have the option on the Closing Date of: (i) waiving the title defect(s) and accepting title "as is" whereupon the title defect(s) will be deemed to constitute a Permitted Exception under this Agreement; or (ii) terminating this Agreement, whereupon Escrow Agent shall return the Deposit to Developer and the parties shall be released from all further obligations under this Agreement, except for those obligations that expressly survive the termination of this Agreement. 7. ZONING APPROVALS, hi the event Developer does not terminate this Agreement during the Inspection Period, the CRA shall, in a timely manner, execute any documents and/or applications reasonably required by the Developer which are required to be executed by the record owner of the Property in connection with (i) any zoning or land use approvals or permit applications required to be obtained by the Developer for the Project to enable the Project to be developed in accordance with the Conceptual Design Documents, as hereinafter defined, and (ii) to vacate that portion of NW 7 th Street lying between NW 2 nd Avenue and NW 1 St Court provided such documents and applications do not impose any financial obligations or liability upon the CRA. 8. PROJECT. 8.1 Description of the Project. The project (the "Project") shall consist of: (i) not less than 270 or more than 400 residential apartment units (the "Residential Units"); (ii) a hotel containing not less than 125 separate guest hotel rooms (the "Hotel"); (iii) approximately 50,000 square feet of commercial office space (the "Office Space"); (iv) not less than 30,000 square feet of ground floor retail space (the "Retail Space"); (v) the north one-half (1/2) of the 7 th Street Promenade, as hereinafter defined excluding the Roadway, as hereinafter defined; and (vi) a sufficient number of parking spaces to comply with the applicable codes plus the Additional Parking Spaces, as hereinafter defined, all as more particularly shown on the Conceptual Design Documents, as hereinafter defined (other than the north one-half (1/2) of the 7th / Street Promenade, excluding the Roadway, which is not shown on the Conceptual Design Documents). 8.2 Design of the Project. The Project shall be developed substantially in accordance with the conceptual design documents attached hereto as Exhibit "D" (the 8

13 "Conceptual Design Documents") except the Project shall include the north one-half (1/2) of the 7th Street Promenade excluding the Roadway which is not shown on the Conceptual Design Documents. 8.3 Schematic Documents. Within a reasonable time after the Effective Date, the Developer shall submit to the Executive Director for its review and approval the schematic design documents for the Project consisting of drawings and other documents (such as an architectural site plan, floor plans and building elevations) illustrating the scale and relationship of Project components (the "Schematic Documents"). The Schematic Documents shall be subject to the approval of the Executive Director, which approval shall not be unreasonably withheld and which approval shall be given if the Schematic Documents are consistent with the Conceptual Design Documents. The Developer agrees to utilize its good faith efforts to make modifications to the Schematic Documents to satisfy the requirements of the Executive Director if the Schematic Documents are inconsistent with Conceptual Design Documents. The Developer shall provide to the Executive Director such additional back-up information as the Executive Director may reasonably request to enable the Executive Director to analyze the Schematic Documents. The Executive Director shall have fifteen (15) days from the receipt of the Schematic Documents to approve or disapprove same. If the Executive Director fails to respond within said fifteen (15) day period, the Schematic Documents shall be deemed approved. In the event of disapproval, the Executive Director shall specify the reason for such disapproval. In the event of disapproval, Developer shall modify the Schematic Documents, as appropriate, to address the comments and concerns of the Executive Director to Schematic Documents to be consistent with the Conceptual Design Documents. Any resubmission shall be subject to the approval of the Executive Director in accordance with the procedure outlined above for the original submission until same is approved or deemed approved by the Executive Director. The Executive Director and the Developer shall make commercially reasonable efforts to resolve any disputes regarding the Schematic Documents. If the Executive Director has rejected the Schematic Documents two (2) times, then, following the second rejection, the Developer may elect to submit such dispute regarding the approval of the Schematic Documents to the CRA Board, or at the option of the Developer, to Arbitration, as hereinafter defined, for resolution which resolution shall be binding on the parties. The Schematic Documents as approved or deemed approved by the Executive Director shall mean the "Approved Schematic Documents". 8.4 Design Develo_pment Documents. Within a reasonable period of time after the approval or deemed approval of the Approved Schematic Documents, the Developer shall submit to the Executive Director for its review and approval the design development documents for the Project including the north one-half (1/2) of the 7 th Street Promenade, excluding the Roadway, consisting of building massings and elevations, exterior materials and color schemes, fenestrations and a detailed description of all building systems for the Project (the "Design Development Documents"). The Design Development Documents shall be subject to the approval of the Executive Director, which approval shall not be unreasonably withheld and which approval shall be given if the Design Development Documents are consistent with the Approved Schematic Documents (other than with respect to the north one-half (1/2) of the 7 th Street Promenade which is not shown in the approved Schematic Design Documents). The Developer agrees to utilize its good faith efforts to make modifications to the Design Development Documents to satisfy the requirements of the Executive Director if the Design Development Documents are inconsistent with Approved Schematic Documents and to address 9

14 any comments regarding the north one-half (1/2) of the 7 th Street Promenade, excluding the Roadway. The Developer shall provide to the Executive Director such additional back-up information as the Executive Director may reasonably request to enable the Executive Director to analyze the Design Development Documents. The Executive Director shall have fifteen (15) days from the receipt of the Design Development Documents to approve or disapprove same. If the Executive Director fails to respond within said fifteen (15) day period, the Design Development Documents shall be deemed approved. In the event of disapproval, the Executive Director shall specify the reason for such disapproval. In the event of disapproval, Developer shall modify the Design Development Documents, as appropriate, to address the comments and concerns of the Executive Director to cause the Design Development Documents to be consistent with the Approved Schematic Documents and to address any comments regarding the north onehalf (1/2) of the 7 th Street Promenade, excluding the Roadway. Any resubmission shall be subject to the approval of the Executive Director in accordance with the procedure outlined above for the original submission until same is approved or deemed approved by the Executive Director. The Executive Director and the Developer shall make commercially reasonable efforts to resolve any disputes regarding the Design Development Documents. If the Executive Director has rejected the Design Development Documents two (2) times, the Developer may elect to submit such dispute regarding the approval of the Design Development Documents to the CRA Board, or at the option of the Developer, to Arbitration for resolution which resolution shall be binding on the parties. The Design Development Documents as approved or deemed approved by the Executive Director shall mean the "Design Documents". 8.5 Construction Documents. Developer shall use commercially reasonable efforts to submit to the Executive Director for its review and approval Developer's plans and specifications for the construction of the Project, which shall be of sufficient detail to allow the Developer to apply for a building permit for the Project (the "Plans and Specifications") within a reasonable time period after the approval or deemed approval of the Design Documents but no later than the time Developer submits the Plans and Specifications in connection with its application for a building permit for the Project. The Plans and Specifications shall be subject to the approval of the Executive Director, which approval shall not be unreasonably withheld and which approval shall be given if the Plans and Specifications are consistent with the Design Documents in all material respects. The Developer agrees to utilize its good faith efforts to make modifications to the Plans and Specifications to satisfy the requirements of the Executive Director if the Plans and Specifications are inconsistent with Design Documents in any material respects. The Developer shall provide to the Executive Director such additional back-up information as the Executive Director may reasonably request to enable the Executive Director to analyze the Plans and Specifications. The Executive Director shall have fifteen (15) days from the receipt of the Plans and Specifications to approve or disapprove same. If the Executive Director fails to respond in such fifteen (15) days period, the Plans and Specifications shall be deemed approved. In the event of disapproval, the Executive Director shall specify the reason for such disapproval. In the event of disapproval, Developer shall modify the Plans and Specifications, as appropriate, to address the comments and concerns of the Executive Director to cause the Plans and Specifications to be consistent with the Design Documents in all material respects. Any resubmission shall be subject to the approval of the Executive Director in accordance with the procedure outlined above for the original submission until same is approved or deemed approved by the Executive Director. The Executive Director and the Developer shall in good faith, attempt to resolve any disputes regarding the Plans and Specifications. If the 10

15 Executive Director has rejected the Plans and Specifications two (2) times, the Developer may elect to submit such dispute regarding the approval of the Plans and Specifications to the CRA Board, or, at the option of the Developer to Arbitration for resolution, which resolution shall be binding on the parties. The Plans and Specifications as approved or deemed approved by the Executive Director shall mean the "Plans". 8.6 Development Requirements. Developer shall be required to develop the Project substantially in accordance with the Plans. Any material variation to the Plans, other than those changes required by the City in connection with the issuance of the building permit to comply with applicable laws, shall require the approval of the Executive Director, which approval shall not be unreasonably withheld or delayed provided that same is in accordance with the spirit and intent of Plans and this Agreement. 8.7 DEVELOPMENT TIMEFRAME Land Use and Zoning Approvals for the Project. Developer shall obtain all applicable land use and zoning approvals for the Project, including any required to develop the north one-half (1/2) of the 7 th Street Promenade, excluding the Roadway, (the "Approvals") on or before May 15, 2015 (the "Approval Period"), time being of the essence. In the event the Developer does not obtain the Approvals on or before the end of the Approval Period, the CRA or the County may declare the Developer in default by sending Default Notice, as defined in the Declaration, in the manner provided in the Declaration. Following its receipt of such Default Notice, the Developer shall have Default Cure Period, as defined in the Declaration, to obtain the Approvals. In the event the Default Notice is issued pursuant to this Section and Section 9 of the Declaration and Developer will not be able to obtain the Approvals within the Default Cure Period, the Developer may extend (the "Approval Extension Option") the Approval Period to November 15, 2015 (the "Extended Approval Period") by paying to each of the County and the CRA Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) on or before the end of the Default Cure Period. In the event the Developer extends the timeframe in which to obtain the Approvals in accordance with the previous sentence and does not obtain the Approvals on or before the end of Extended Approval Period, the CRA or the County may then declare the Developer in default by sending a Default Notice in the manner provided in the Declaration with respect to failure to obtain the Approvals by the Extended Approval Period. Following its receipt of such Default Notice, the Developer shall have the Default Cure Period to obtain the Approvals. If Developer has not obtained the Approvals on or before the end of the Approval Period or the Extended Approval Period, as applicable, which failure is not cured during the applicable Default Cure Period, this Agreement shall automatically terminate in which event Escrow Agent shall deliver the Deposit to the CRA, as liquidated damages, and the parties will be relieved from all further obligations under this Agreement except the obligations which expressly survive termination. Further, (i) if Developer does not exercise the Approval Extension Option, Developer may exercise the Approval Extension Option to extend the Completion Date by six (6) months as provided in the Declaration and (ii) if Developer exercises the Approval Extension Option and Developer obtains the Approvals prior to the expiration of the Extended Approval Period, Developer may extend the Completion Date by the numbers of days remaining between the date Developer obtains the Approvals and the expiration of the Extended Approval Period as provided in the Declaration (the "Unused Extension Days"). To 11

16 the extent of a conflict between the terms and provisions of this Section and the terms and provisions of the Declaration, the terms and provisions of the Declaration shall control Commencement and Completion of Construction. Developer must commence "Vertical Construction" (defined as physical structures actually being constructed on the Property pursuant to the applicable permits) on the Property on or before May 15, 2016, time being of the essence (the "Commencement of Construction Deadline"). The Residential Completion Date and the Retail Completion Date, as defined in the Declaration, as amended by the Declaration Amendment, (collectively, the "Completion Date") shall be evidenced by one or more temporary or permanent certificates of occupancy (or their equivalent) for all components of the improvements comprising the Project as reflected on the Plans ("Completion"). The Completion Date and the Extended Completion Date, as herein after defined, if applicable, shall automatically be extended one day for each day of Unavoidable Delays provided the Executive Director of the CRA concurs with the Developer that an Unavoidable Delay has occurred and the County (by its Mayor or Mayor's designee) agree that an Unavoidable Delay has occurred, as provided in the Declaration, which approval of the County shall not be unreasonably withheld, as provided in the Declaration. The term "Unavoidable Delay" means delays due to area wide strikes, acts of God, floods, hurricanes, casualties, fire, acts of the public enemy and governmental moratoriums. The term Unavoidable Delay shall not include any delays caused by any other source, including, but not limited to, any governmental entity acting in its proprietary or regulatory capacity or delay caused by lack of funds. In the event the Developer fails to achieve Completion by the Completion Date, the CRA or the County may declare the Developer in default by sending a Default Notice in the manner provided in the Declaration. Following its receipt of such Default Notice, the Developer shall have the Default Cure Period to achieve Completion. In the event Developer will not be able to achieve Completion within the Default Cure Period, the Developer may extend the Completion Date, as same shall have been extended as a result of Unavoidable Delays by the Unused Extension Days, if any, as provided in the Declaration, and then further extend that revised Completion Date (the "Completion Extension Option") to that date which is six (6) months from such revised Completion Date (the "Extended Completion Date") by paying to each of the County and the CRA Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) on or before the end of the Default Cure Period, as provided in the Declaration. In the event the Developer extends the Completion Date pursuant to the previous sentence and fails to achieve Completion by the Extended Completion Date, as same shall automatically be extended one day for each day of Unavoidable Delays provided the Executive Director of the CRA concurs with the Developer that an Unavoidable Delay has occurred and the County (by its Mayor or Mayor's designee) agree that an Unavoidable Delay has occurred, as provided in the Declaration, which approval of the County shall not be unreasonably withheld, as provided in the Declaration, the CRA or the County may declare the Developer in default by sending a Default Notice in the manner provided in the Declaration. If Developer did not exercise the Approval Extension Option, the Developer may further extend the Completion Date, as same shall have been extended as a result of Unavoidable Delays, if any, and the exercise of the Completion Extension Option, to that date which is six (6) months from the Extended Completion Date, as same shall have been extended as a result of Unavoidable Delays, if any (the "Second Extended Completion Date") by exercising the Approval Extension Option on or before the end of the Default Cure Period, as provided in the Declaration. In the event the Developer extends the Completion Date pursuant to the previous sentence and fails to achieve Completion by the Second Extended 12

17 Completion Date, as same shall automatically be extended one day for each day of Unavoidable Delays provided the Executive Director of the CRA concurs with the Developer than an Unavoidable Delay has occurred and the County (by its Mayor or Mayor's designee) agree that an Unavoidable Delay has occurred, as provided in the Declaration, which concurrence and approval of the Executive Director and the County shall not be unreasonably withheld, as provided in the Declaration, the CRA or the County may declare the Developer in default by sending a Default Notice in the manner provided in the Declaration. To the extent of a conflict between the terms and provisions of this Section and the terms and provisions of the Declaration, the terms and provisions of the Declaration shall control Failure to Comply with Commencement of Construction Deadline. If Developer fails to commence Vertical Construction on the Property by the Commencement of Construction Deadline, and the Developer has received written notice from the CRA prior to the commencement of said Vertical Construction that the Executive Director has received written notice from the County pursuant to Section 11 of the Declaration that the Property shall revert to the County, this Agreement shall automatically terminate in which event the Escrow Agent shall deliver the Deposit to the CRA as liquidated damages and the parties shall be relieved from any further obligations under this Agreement except for the obligations that expressly survive termination Failure to Complete the Project. If Developer has not achieved Completion prior to the later of (i) the Completion Date or the Extended Completion Date, as applicable, as each shall automatically be extended one day for each day of Unavoidable Delays provided the Executive Director of the CRA concurs with the Developer that an Unavoidable Delay has occurred and the County (by its Mayor or Mayor's designee) agree that an Unavoidable Delay has occurred, as provided in the Declaration, which approval of the County shall not be unreasonably withheld, which failure is not cured during the Default Cure Period or (ii) May 15, 2018 (the "Outside Date"), the Developer shall pay to the CRA, as liquidated damages, Two Thousand Five Hundred and No/100 Dollars ($2,500.00) per day for each day between the Outside Date until Completion. Said amount shall be due and payable within thirty (30) days of the Completion. The provisions of this Section shall not apply if title to the Property reverts to the County prior to Completion Extensions of the Default Cure Period. As provided in the Declaration, extensions of a Default Cure Period shall not be unreasonably withheld, conditioned or delayed for good cause shown, in the sole discretion of the Executive Director of the CRA if the CRA has issued the Default Notice, or in the sole discretion of the Mayor or the Mayor's designee if the County has issued the Default Notice TH STREET PROMENADE The CRA, as part of the development of the Project and the development of the Block 56, as hereinafter defined, requires the development of a pedestrian plaza to be constructed in the right of way of NW 7th Street between NW 2nd Avenue and NW 1st Court (the with Street Promenade"). In reviewing and approving the Design Development Documents for the Project pursuant to this Agreement and (b) reviewing the design development documents in connection with Block 56, the CRA shall use commercially reasonable efforts to 13

18 cause the respective developers to coordinate the elevations of the first two levels or stories of the perspective projects facing NW 7th Street (the "Elevations") so that they are compatible for the development of the 7 1h Street Promenade The Elevations will be established at the time the Executive Director approves the Design Development Documents. If Developer submits the Design Development Documents pursuant to Section 8.4 of this Agreement prior to the date that the Block 56 Developer submits design development documents with respect to Block 56 (the "Block 56 Design Development Documents") the Executive Director shall provide copies of the Design Development Documents to the Block 56 Developer and seek input from the Block 56 Developer regarding the Elevations in connection with the approval of the Design Development Documents. Upon approval or deemed approval of the Design Development Documents by the Executive Director in accordance with Section 8.4 the Elevations shall be established and the Executive Director shall require the Block 56 Developer to cause the Block 56 Design Development Documents to be compatible with the Elevations If the Block 56 Developer submits the Block 56 Design Development Documents to the Executive Director for approval prior to the date that Developer submits the Design Development Documents to the Executive Director pursuant to Section 8.4 of this Agreement, the Executive Director shall provide copies of the Block 56 Design Development Documents to the Developer and seek input from the Developer with respect to the Elevations in connection with the approval of the Block 56 Design Development Documents. Upon approval or deemed approval of the Block 56 Design Development Documents by the Executive Director, the Elevations shall be established and the Executive Director shall require the Developer to cause the Design Development Documents to be compatible with the Elevations As part of the Project the Developer shall be responsible for the development of the north one-half of the Street Promenade, excluding the Roadway, as hereinafter defined, consisting of the curb and gutter, sidewalks and lighting, all as reflected on the Design Documents. The Block 56 Developer will be responsible for developing the south one-half of the 7 th Street Promenade, excluding the Roadway, consisting of the curb and gutter, sidewalk and lighting located in the north one-half of the 7" Street Promenade as shown on the Block 56 Design Development Documents as approved or deemed approved by the Executive Director The first of the Developer or the Block 56 Developer to commence vertical construction above grade level of their respective project shall be responsible for the design, permitting and construction of the asphalt road area of the Street Promenade to be developed (the "Roadway"). The Developer or the Block 56 Developer, as applicable, shall be responsible for the preparation of a budget, schedule, the design, permitting and construction of the Roadway and shall submit the plans and budget for the Roadway to the Executive Director and Developer or the Block 56 Developer, as applicable, for approval which approval shall not be unreasonably withheld or delayed. The parties agree that the Roadway shall be designed and constructed in accordance with Miami-Dade County standards for roadway construction or the City of Miami standard for roadway construction, whichever are applicable. Upon approval of the design and budget for the Roadway by the Executive Director and the Developer or the Block 14

19 56 Developer, as applicable, the Developer and the Block 56 Developer shall each be responsible for one-half (1/2) of the actual cost and expense reasonably necessary and incurred in connection with the design, permitting and construction of the Roadway (the "Roadway Costs") whether completed by the Developer or the Block 56 Developer. Within fifteen (15) days of written request of Developer or the Block 56 Developer, as appropriate, which is responsible for construction of the Roadway, both Developer and the Block 56 Developer shall deposit in escrow with an escrow agent mutually acceptable to Developer and Block 56 Developer (the "Roadway Escrow Agent") their respective one-half (1/2) of the Roadway Costs reflected in the approved budget for the Roadway Costs. The Roadway Escrow Agent shall disburse the funds deposited in escrow on a monthly basis for expenditures set forth in the approved draw request as the Roadway is completed. All draw requests shall be accompanied by reasonably detailed supporting documentation, including the written approval and certification of the project engineer regarding both the payment request and the completion of the portion of the work for which payment is requested; and (ii) partial releases of lien for work completed pursuant to previous draw requests The Developer or the Block 56 Developer who is responsible for the design, permitting and construction of the Roadway shall be responsible for the lien free completion of the Roadway in accordance with the approved plans and specifications and for obtaining all necessary approvals and final signoffs with respect to construction of the Roadway from the City or the County, as applicable, and all construction warranties The Restrictive Covenant shall provide that the failure of either the Developer or the Block 56 Developer to pay its share of the Roadway Costs shall result in a lien being filed against the land on which the respective project is located. Notwithstanding the foregoing, it is understood and agreed that the Developer shall have no liability, express or implied, with regard to the Roadway after completion and acceptance by the City or the County, as applicable, except as expressly provided in, and subject to, this Section 8.8 of this Agreement. 9. DEVELOPMENT AND FINANCIAL APPROVALS. 9.1 Development of Project. As soon as available after the Effective Date, Developer shall submit to the Executive Director for review and approval, which approval shall not be unreasonably withheld, conditioned or delayed the following: Construction Contract. Developer shall deliver to the Executive Director or make available to the Executive Director for its review at a mutually acceptable location the Construction Contract that requires compliance with provisions and (the "Construction Contract"), together with the "schedule of values" for the Project, which Construction Contract shall include the obligation of the general contractor to comply with the participation requirements set forth in Section and of this Agreement. The approval of the Executive Director shall be limited to the issue of whether the Construction Contract includes the obligation of the general contractor to comply with the participation requirements set forth in Section and of this Agreement Loan Commitment. Developer shall deliver to the Executive Director or make available to the Executive Director for its review at a mutually acceptable 15

20 location a loan commitment from a qualified lender or financial institution (the " Lender") evidencing that Developer has obtained a construction loan commitment for the development of the Project (the "Loan Commitment") which shall be reasonably acceptable to the Executive Director. The Executive Director will not have approval rights over the loan terms or equity investment terms. The approval of the Executive Director shall be limited to the issue of whether the Loan Commitment reflects that funds will be available for construction of the Project and the amount of funds that will be made available for construction together with the Equity (as hereinafter defined) provides the funds required under the Budget (as hereinafter defined) Project Equity. Evidence reasonably satisfactory to the Executive Director that Developer has sufficient equity available to meet the equity requirement of the Loan Commitment with respect the development of the Project (the "Equity") Budget. The line item budget for the Project reflecting all hard and soft costs anticipated to be incurred by the Developer in connection with the Project (the "Budget"). If the Developer has provided a Loan Commitment, the Budget shall be deemed approved by the Executive Director if approved by the Lender as reflected in the Loan Commitment Project Schedule. The detailed project schedule for the construction of Project (the "Project Schedule") must reflect that the Developer will achieve Completion prior to the Completion Date. The Executive Director will approve the Project Schedule if the Project Schedule is the same as utilized by the Lender for the Loan Commitment and if the Project Schedule reflects that the Developer will achieve Completion prior to the Completion Date. 9,2 Approval Required by Section 9.1. If the Executive Director fails to provide its approval or its disapproval, to items submitted to the Executive Director in accordance with Section 9.1, within fifteen (15) days from receipt of a request for approval from Developer, the item shall be deemed approved. If the Executive Director disapproves any item, the Executive Director shall describe in its disapproval notice the reason for such disapproval with reasonable specificity. 10. MINORITY AND WOMEN'S PARTICIPATION AND EQUAL EMPLOYMENT OPPORTUNITY, 10.1 Minority and Women Participation and Equal Opportunity. In connection with the Project, the Developer agrees that it will and that Developer will require its general contractor to: (a) (b) Take definitive action in the recruitment, advertising and to attract and retain minority and female contractors and subcontractors; Provide a reasonable opportunity in the recruitment, advertising and hiring of professionals, contractors and subcontractors residing within the Redevelopment Area and within the City of Miami; 16

21 (c) (d) (e) (f) (g) Take reasonable definitive action in retaining employees regardless of race, color, place of birth, religion, national origin, sex, age, marital status, veterans and disability status; Maintain equitable principles in the recruitment, advertising, hiring, upgrading, transfer, layoff, termination, compensation and all other terms, conditions and privileges of employment; Monitor and review all personnel practices to guarantee that equal opportunities are being provided to all employees regardless of race, color, place of birth, religion, national origin, sex, age, marital status, veterans and disability status; Post in conspicuous places, availability to employees and applicants for employment, notices in a form to be provided to the Executive Director, setting forth the non-discrimination clauses of this Section 10. In all solicitations and advertisements for employment placed by or on behalf of Developer, state that all applicants will receive consideration for employment without regard to race, creed, color or national origin Participation Requirements. Developer agrees to comply with the following subcontractor participation requirements and laborer participation requirements (the "Participation Requirements") with respect to the Project: Subcontractor Participation. The Developer shall use reasonable efforts to require its general contractor to hire not less than twenty percent (20%) of the subcontractors for the construction of the Project utilizing companies that have their principal place of business within Miami-Dade County, Florida, giving first priority to subcontractors who principal place of business is in the Redevelopment Area, second priority to subcontractors whose principal place of business is in Overtown, third priority to subcontractors whose principal place of business is within District 5 of the City of Miami, fourth priority to subcontractors whose principal place of business is in the City of Miami and last priority to subcontractors whose principal place of business is in Miami-Dade County, Florida. For purpose of calculating the twenty percent (20%) subcontractor participation, the twenty percent (20%) participation shall be calculated based upon the numerator being the dollar value of all subcontracts given to subcontractors whose principal place of business is in Miami-Dade County, Florida and the denominator being the total dollar value of all subcontracts entered into by the general contract over the entire course of the Project ("Subcontractor Participation Requirement") Laborer Participation. Developer agrees to use reasonable efforts to require its general contractor and all subcontractors to hire forty percent (40%) of the unskilled labor for the construction of the Project ("Laborer Participation Requirement") from workers residing in Miami-Dade County, Florida giving first priority to workers residing in the Redevelopment Area, second priority to workers residing in Overtown, third priority to workers 17

22 residing in District 5 of the City of Miami, fourth priority to workers residing in the City of Miami with last priority to workers residing in Miami-Dade County, Florida In the event of any disputes between the Executive Director and the Developer as to whether any subcontractor has its principal place of business in Miami-Dade County, Florida or whether any laborer resides in Miami-Dade County, Florida and whether the Developer complied with the priority requirements, the Developer and the Executive Director shall proceed in good faith to resolve the dispute. In the event the dispute is not resolved within ten (10) days either party may submit the dispute to the CRA Board or, at the option of the Developer, to Arbitration for resolution which resolution shall be binding on the parties Report Requirements. The Developer shall be required to submit to the Executive Director (i) on a quarterly basis commencing thirty (30) days after the end of the first quarter after the commencement of construction of the Project until thirty days following Completion, detailed reports of performance against the Subcontractor Participation Requirement during the prior quarter and (ii) on a monthly basis commencing thirty (30) days after the commencement of construction of the Project until thirty days following Completion, detailed reports of performance against the Laborer Participation Requirement during the prior month ("Participation Reports"). The Participation Reports shall contain such information as the Executive Director may reasonably require to enable the Executive Director to determine whether the Developer is in compliance with the Subcontractor Participation Requirement and the Laborer Participation Requirement with respect to the Project. Developer and the Executive Director shall utilize their good faith efforts to agree on the form for the Participation Reports during the Inspection Period Penalties for Non-Compliance with Subcontractor Participation Requirements. To the extent Developer fails to comply with the Subcontractor Participation Requirements, with respect to the Project, Developer shall pay to the CRA as a penalty for such non-compliance Two Thousand Five Hundred and No/100 Dollars ($2,500.00) for each percentage point below the Subcontractor Participation Requirement (the "Subcontractor Non- Compliance Funds") with respect to the Project. The Subcontractor Non-Compliance Funds shall be calculated by the Executive Director after Completion and shall be due and payable within thirty (30) days from the date of Developer's receipt of written statement from the Executive Director stating the amount of Subcontractor Non-Compliance Funds due with respect to the Project. To the extent of any dispute between the Executive Director and the Developer with respect to the compliance with the Subcontractor Participation Requirement, such dispute shall be submitted to the CRA Board for resolution or, at the election of the Developer, to Arbitration, which resolution shall be binding on the parties Penalties for Non Compliance with Laborer Participation Requirements. To the extent Developer fails to comply with the applicable Laborer Participation Requirements, with respect to Project, Developer shall pay to the CRA as a penalty for such noncompliance One Thousand and No/100 Dollars ($1,000.00) for each percentage point below the Laborer Participation Requirement (the "Laborer Non-Compliance Fund") with respect to the Project. The Laborer Non-Compliance Funds with respect to the Project shall be calculated by the Executive Director after Completion of the Project and shall be due within thirty (30) from Developer's receipt of written statement from the Executive Director stating the amount of 18

23 Laborer Non-Compliance Funds due. To the extent of any dispute between the Executive Director and the Developer with respect to the compliance with the Laborer Participation Requirement, such dispute shall be submitted to the CRA Board or, at the election of the Developer, to Arbitration for resolution which shall be binding upon the parties Job Fair Construction Job Opportunities. Developer shall broadly disseminate information regarding job opportunities for local area residents and businesses within the Redevelopment Area to allow them to participate in construction of the Project, including, without limitation, hosting at least two (2) job fairs within the Redevelopment Area prior to the commencement of the Project Permanent Job Opportunities. Developer shall broadly disseminate information regarding job opportunities for local residents and businesses within the Redevelopment Area post-construction, including newly generated trade and service related jobs upon completion of the Project, including, without limitation, hosting at least one (1) job fair within the Redevelopment Area upon completion of the Project. 11. AFFORDABLE RENTAL HOUSING REQUIREMENTS RESIDENTIAL RESTRICTIONS. (a) The CRA and the Developer agree that with respect to not less than sixty (60) of the Residential Units (the "Residential Component"): (i) ten percent (10%) of the Residential Component shall be made available for individuals and/or families earning thirty percent (30%) or less of the AMI; (ii) seventy percent (70%) of the Residential Component shall be made available for individuals and/or families earning more than thirty percent (30%) of AMI up to eighty percent (80%) of AMI; and (iii) twenty percent (20%) of the Residential Component shall be made available for individuals and/or families earning more than eighty percent (80%) of AMI and less than one hundred forty percent (140%) of AMI. The Residential Units other than the Residential Component shall have no affordability requirements. (b) "AMI" shall mean the median family income for Miami-Dade County as published annually by the U.S. Department of Housing and Urban Development. (c) In the event that Developer exceeds the requirements in Section 11.1(a)(i), same will reduce the requirement with respect to Section 11.1(a)(ii). (4) In the event Developer exceeds the requirements in Section 11.1(a)(i) and 11.1(a)(ii), in the aggregate, same will reduce the requirements in Section 11.1(a)(iii) (i.e., if the percentage of the Residential Component meeting the requirement of Sections 11.1(a)(i) and 11.1(a)(ii) exceeds one hundred percent (100%) of such requirements, the percentage of the Residential Component which must meet the requirements of Section 11.1(a)(iii) shall be reduced accordingly. (0 The Developer shall endeavor to attempt to exceed the minimum standards set forth in Sections 11.1(a)(i) and 11.1(a)(ii) above (i.e. maximize the percentage of 19

24 the Residential Component made available to individuals and/or families earning less than eighty percent (80%) of AMI). (f) The Residential Component shall consist of one bedroom units with a minimum size of five hundred and fifty (550) square feet and two bedroom units with a minimum size of eight hundred (800) square feet and three bedroom units with a minimum size of eight hundred (800) square feet. The mix of one, two and three bedroom units shall be determined by the Developer based upon market conditions. 11,2 Restrictive Covenant. At Closing, the Developer and the CRA shall execute a restrictive covenant in the form of Exhibit "E" attached hereto and made a part hereof) modified to conform to the requirements of Section 11.1 of this Agreement (the "Housing Restrictive Covenant") which will run with the land for a period of thirty (30) years from Completion as more particularly provided in the Housing Restrictive Covenant. The Developer and the Executive Director shall negotiate the terms and provisions of the Housing Restrictive Covenant on or prior to the end of the Inspection Period. If the Executive Director and the Developer are not able to agree on the terms and provisions of the Housing Restrictive Covenant prior to the end of the Inspection Period, then, at any time thereafter, and prior to reaching agreement on the terms and provisions of the Housing Restrictive Covenant, either the Executive Director or the Developer may elect to terminate this Agreement in which event this Agreement shall be of no further force and effect, the Deposit shall be returned by Escrow Agent to the Developer, and the parties will be released from all further obligations under this Agreement except for the obligations that expressly survive termination of this Agreement. 12. CRA CONDITIONS PRECEDENT The obligations of the CRA to close the transaction contemplated by this Agreement with respect to the Project is subject to the satisfaction or waiver of the following conditions precedent (the "CRA Conditions Precedent"): The Plans and Specifications have been approved or deemed approved by the Executive Director in accordance with Section The Executive Director has approved the Construction Contract. Schedule, Commitment The Executive Director shall have approved the Project The Executive Director shall have approved the Loan The Executive Director shall have confirmed that Developer has sufficient Equity to meet the requirements under the Loan Commitment for the construction of the Project The Lender under the Loan Commitment is prepared to close the construction loan with respect to the Project substantially in accordance with terms of the Loan Commitment. 20

25 Developer or its contractor shall have provided to the Executive Director a payment and performance bonds in the form of AIA Document 312 (2010 Edition), with changes in form and substance mutually satisfactory to the CRA and Developer in their reasonable discretion, in an amount equal to one hundred percent (100%) of the hard construction costs for the Project as reflected in the Budget, which shall be issued by a surety having a credit rating of "A" or higher with a financial strength of X or higher (the "Payment and Performance Bond"). Covenant. Participation Reports The Executive Director has approved the Housing Restrictive The Executive Director has approved the format for the The Executive Director has approved the Restrictive Covenant The Developer has obtained a building permit for the Project to enable the Developer to construct the Project in accordance with the Plans, or provided the Executive Director with evidence that a building permit for the construction of the Project in accordance with the Plans is ready to be issued subject only to the payment of the building permit fees and impact fees In the event the CRA Conditions Precedent are not satisfied or waived by the CRA on or before the Closing Date, as hereinafter defined, then the CRA may either (i) terminate this Agreement in which the Escrow Agent shall deliver the Deposit to the CRA, as liquidated damages and the parties shall be released from all further obligations under this Agreement except for the obligations under this Agreement which expressly survive the termination, or (ii) waive the condition and proceed in accordance with this Agreement. 13. CLOSING DATE Closing. The closing of the transaction contemplated by this Agreement (the "Closing Date") shall occur on the earlier of (a) ten (10) days after all the CRA Conditions Precedent to closing have been either satisfied or waived by the CRA or (b) April 15, 2016, time being of the essence. On the Closing Date the following shall occur provided all of the CRA Conditions Precedent have been satisfied or waived: CRA Deliveries, The CRA shall deliver to Developer at closing: A special warranty deed in the form of Exhibit "F" attached hereto and made a part hereof (the "Deed") A certified copy of the resolution authorizing the conveyance by the CRA and the execution and delivery of the documents contemplated by this Agreement A no lien and possession affidavit A FIRP TA affidavit. 21

26 The Housing Restrictive Covenant executed by the CRA A restrictive covenant in the form of Exhibit "G" attached hereto and made a part hereof (the "Restrictive Covenant") executed by the CRA The CRA Grant Agreement executed by the CRA The CRA shall deliver to Escrow Agent the amount of the Grant by wire transfer of federal funds An estoppel letter executed by the Executive Director of the CRA confirming the status of compliance with the Declaration. request Such other documents as the title company may reasonably 13.2 Developer Deliveries. Developer shall deliver to the CRA or cause to be delivered to the CRA at closing: Evidence of authority to close the transaction and execute and deliver the appropriate closing documents Payment and Performance Bond A guaranty (the "Guaranty") of the lien free completion of the Project executed by Bach Real Estate, LLC and The Peebles Corporation (collectively, the "Guarantors") or another entity (the "Replacement Guarantor"), provided such Replacement Guarantor has a Net Worth (hereinafter defined) of no less than $25,000, The Guaranty shall be in the form of Exhibit "1-1" attached hereto. The term "Net Worth" shall mean the total assets of the Replacement Guarantor less the Replacement Guarantor's total liabilities, determined in accordance with generally accepted accounting principles. The Executive Director shall waive the requirement of the Guaranty provided either (a) the Performance Bond is modified to (i) require the surety to achieve Completion notwithstanding the failure of the Owner to pay the amount due under the Construction Contract and (ii) the failure of the Owner to pay all soft cost associated with the Project; or (b) the Developer agrees that the Grant, as hereinafter defined, will not be funded until lien free Completion is achieved by Developer The Housing Restrictive Covenant executed by the Developer The Restrictive Covenant executed by the Developer The CRA Grant Agreement executed by the Developer Pay to the County by wire transfer of federal funds: (i) Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00); and (ii) one Hundred Twenty-Five Thousand and No/100 Dollars ($125,000.00) to be held and disbursed by the County for the Program (as defined in the Approved Variances). 22

27 Pay to the CRA by wire transfer of federal funds: (i) One Million Three Hundred Seventy-Five Thousand and No/100 Dollars ($1,375,000.00) If the CRA has obtained the Sawyer's Walk Release, as hereinafter defined, and the Opinion Letter, as hereinafter defined, and the Sawyer's Walk Indemnification, as hereinafter defined, the Developer shall pay to the CRA on the Closing Date by wire transfer of federal funds Five Hundred Thousand and No/100 Dollars' ($500,000.00) which amount shall be paid by the CRA to Sawyer's Walk, Ltd., and Poinciana Village of Miami, Ltd. (collectively, the "Sawyer's Walk Parties"). request Such other documents as the title company may reasonably The Deposit shall be utilized at closing to pay a portion of the amount due the CRA on the Closing Date Recording Costs. The documentary stamp tax and surtax to be affixed to the Deed and the cost for recording the Deed, the Housing Restrictive Covenant and the Restrictive Covenant shall be paid by Developer. Each party shall bear the cost of the fees of their own respective attorneys and other professionals and the cost of their own respective performance under this Agreement Adjustments and Prorations. Developer and the CRA acknowledge that Property is currently exempt for ad valorem real estate taxes and assessments and therefore taxes and assessments shall not be prorated Parties in Possession. On the Closing Date the CRA shall provide Property to the Developer free and clear of all parties in possession. 14. PARKING FOR COMMUNITY BASED ORGANIZATIONS Parking for Community Based Organizations Longshoremen's Parking. Members of International Longshoremen's Local 1416 (the "Longshoremen's Union") currently utilize the Property for parking vehicles when members of the Longshoremen's Union go to the Longshoremen's Union office building for job assignments. Developer represents and warrants to the CRA that representatives of the Developer have met with the President of the Longshoremen's Union and other representatives of the Longshoremen's Union regarding provision of parking for the Longshoremen's Union. Developer has agreed to provide parking to members of the Longshoremen's Union in accordance with the parking plan which is more particularly described on Exhibit "I" attached hereto and made a part hereof (the "Longshoremen's Parking Plan"). The CRA acknowledges that the Developer has not entered into any agreement with the Longshoremen's Union but that Developer has agreed with the CRA to provide parking for the Longshoremen's Union as described in the Longshoremen's Parking Plan, which shall be spelled out in detail in the Restrictive Covenant. 23

28 Compliance with Parking Plan. Developer covenants and agrees with the CRA to implement the Longshoremen's Parking Plan for the benefit of members of the Longshoremen's Union in accordance with the Restrictive Covenant as long as the Longshoremen's Union maintains its offices where currently located. This Section shall survive the Closing Offsite Community Parking. If Developer and Longshoremen's Union mutually agree in writing pursuant to a binding agreement on a location other than the Property for providing parking access to benefit of Longshoremen's Union, then with the approval of the Executive Director which shall not be unreasonably withheld: (a) compliance with the Longshoremen's Parking Plan and the provisions of the Restrictive Covenant regarding the Longshoremen's Parking Plan shall no longer be required and the Developer shall be released from such obligations under the Restrictive Covenant by the CRA in a recordable document, and (b) CRA shall take reasonable efforts to cooperate with Developer in seeking to obtain approval from the County to the release from the Declaration the requirement for inclusion of 150 parking spaces in excess of applicable zoning codes on the Property (the "Additional Parking Spaces"), provided that such change is otherwise approved as a separate modification to the Declaration CRA Grant Agreement. If Developer fully complies with the terms and provisions of the CRA Grant Agreement, as hereinafter defined, and the CRA does not fund the Grant, as hereinafter defined, to Developer, in accordance with the terms and conditions of the CRA Grant Agreement, which failure is not cured within the applicable grace period, Developer's sole remedy will be to not provide parking for members of the Longshoremen's Union in accordance with the Longshoremen's Parking Plan and the Restrictive Covenant. In light of this remedy under no circumstances shall Developer be entitled to sue the CRA for specific performance or damages for failing to fund the Grant. In such event the CRA shall release Developer from the obligations to comply with the requirements of the Longshoremen's Parking Plan and record an appropriate document releasing such obligation from the Restrictive Covenant, in recordable form. In the event of a dispute between the Developer and the CRA as to whether the CRA has complied with the terms and provisions of the CRA Grant Agreement within the applicable grace periods, such dispute shall be submitted to arbitration in accordance with Section 33 of this Agreement which shall be binding on the parties. 15. INDEMNIFICATION Simultaneously with the execution of this Agreement, the Developer shall execute and deliver to the Escrow Agent three (3) original duly executed indemnification and hold harmless agreements in the form of Exhibit "J" attached hereto and made a part hereof (the "Indemnification Agreement"). If (i) Developer elects to terminate this Agreement on or before the end of the Inspection Period; or (ii) the CRA, the City and the County agree to accept the Sawyer's Walk Release and the Sawyer's Walk Indemnification Agreement as an alternative risk management solution in lieu of providing the Indemnification Agreement in accordance with the Settlement Agreement, as defined in the Declaration, and the CRA has received the executed Sawyer's Walk Release, the Opinion Letter and the Sawyer's Walk Indemnification Agreement, Escrow Agent shall return the three (3) original Indemnification Agreements to Developer for cancelation. If (i) Developer has not terminated this Agreement prior to the end of the Inspection Period; and (ii) the CRA, the City and the County have not agreed to accept the Sawyer's Walk 24

29 Release and the Sawyer's Walk Indemnification Agreement as an alternative risk management solution in lieu of providing the Indemnification Agreement in accordance with the Settlement Agreement as defined in the Declaration, Escrow Agent shall deliver one (1) original of each of the Indemnification Agreements to the CRA, the City and the County. Under no circumstances shall the Indemnification Agreement be deemed enforceable by the CRA, the City or the County prior to the date delivered by Escrow Agent to the CRA, the City and the County. 15,2 The CRA shall utilize good faith efforts to cause each of the City and the County, acting through its respective boards, to pass a resolution accepting the Sawyer's Walk Release and the Sawyer's Walk Indemnification Agreement as an alternative risk management solution in lieu of providing the Indemnification Agreement prior to the end of the Inspection Period. 16, VARIANCES FROM DECLARATION. Developer acknowledges that the County and the CRA have approved the variances to the Original Declaration listed on Exhibit "K" attached hereto and made a part hereof (the "Approved Variances"). The CRA agrees to utilize its good faith efforts to enter into an amendment to the Original Declaration signed by both the County and the CRA (the "Declaration Amendment") to implement the Approved Variances prior to the end of the Inspection Period. The Declaration Amendment shall be subject to the prior approval of the Developer which approval shall not be unreasonably withheld or delayed, and which approval shall be given if the Declaration Amendment is consistent with the Approved Variances. Any dispute between the Executive Director and the Developer regarding the Developer's approval of the Declaration Amendment may be submitted by the Developer to the CRA Board for resolution which resolution shall be binding on the parties. In the event that the Declaration Amendment has not been duly executed and recorded in the Public Records of Miami-Dade County on or before the end of the Inspection Period at any time thereafter and prior to the Declaration Amendment being duly executed and recorded in the Public Records, either the Executive Director or the Developer may elect to terminate this Agreement by written notice to the other party in which event this Agreement shall terminate and be of no further force and effect and the Escrow Agent shall promptly return the Deposit to Developer, whereupon the parties shall be released and relieved from any liability or obligations hereunder, except for those obligations which expressly survive the termination of this Agreement. 17. REPRESENTATIONS OF CRA The CRA makes the following representations: The CRA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its properties, to carry on its business as presently conducted by the CRA, and to perform its obligations under this Agreement The CRA's execution, delivery and performance of this Agreement have been duly authorized by all necessary legal actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which the 25

30 CRA is a party or by which the CRA or CRA's property may be bound or affected, except for such approvals required by this Agreement This Agreement constitutes the valid and binding obligation of the CRA, enforceable against the CRA, and its successors and assigns, in accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally The CRA has not and shall not enter any amendments to the Declaration other than the Declaration Amendment Survival of Representations. All of the representations of the CRA set forth in this Agreement shall be true upon the execution of this Agreement, shall be deemed to be repeated and as of the Closing Date, respectively, and shall be true as of such Closing Date. All of the representations, warranties and agreements of the CRA set forth in this Agreement shall not survive the respective closings. 18. DEVELOPER'S REPRESENTATIONS Developer makes the following representations to the CRA as follows: Developer is a limited liability company duly organized and validly existing under the laws of the State of Florida, and have full power and capacity to own the Property, to carry on its business as presently conducted, and to enter into the transactions contemplated by this Agreement Copies of the articles of organization for Developer are attached hereto as Exhibit "L" (the "Organizational Documents"). The organizational chart of Developer and a list of members of Developer is attached hereto as Exhibit "M" and made a part hereof (the "Organizational Chart") Developer's execution, delivery and performance of this Agreement has been duly authorized by all necessary company actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which it is a party or by which it may be bound or affected This Agreement constitutes the valid and binding obligation of Developer, enforceable against Developer and its successors and assigns, in accordance with its respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally Survival of Representations. All of the representations of the Developer set forth in this Agreement shall in all material respects be true upon the execution of this Agreement, shall be deemed to be repeated and as of the Closing Date, and shall be true in all material respects as of each respective closing date. All of the representations, warranties and agreements of the Developer set forth in this Agreement shall not survive the Closing. 19. DEFAULT. 26

31 19.1 Developer Failure to Perform If Developer does not obtain the Approvals on or before the end of the Approval Period or the Extended Approval Period, as applicable, and fails to obtain the Approvals within the applicable Default Cure Period following receipt of a Default Notice from the CRA or the County, Developer shall be in default under this Agreement and this Agreement shall automatically terminate in which event the Escrow Agent shall deliver the Deposit to the CRA as liquidated damages and the parties will be relieved from any further obligations under this Agreement except for the obligations that expressly survive termination If the CRA Conditions Precedent have not been satisfied, deemed satisfied or waived on or before April 15, 2016, Developer shall be in default under this Agreement and the CRA may terminate this Agreement in which event the Escrow Agent shall deliver the Deposit to the CRA as liquidated damages and the parties will be relieved from any further obligations under this Agreement except for the obligations that expressly survive termination In the event the CRA becomes aware of any material misrepresentations by the Developer set forth in Section 18 of this Agreement prior to Closing, and the Developer fails to cure such breach within ten (10) days of its receipt of written notice from the CRA delivered pursuant to Section 22 hereof, the CRA, as its sole and exclusive remedy, may terminate this Agreement, in which event the Escrow Agent shall deliver the Deposit to the CRA as liquidated damages and the parties shall be released from all further obligations under this Agreement except for the obligations that expressly survive termination in the event the Developer breaches any other terms and provisions of this Agreement not addressed in Sections through or in Section 8.7, which is not cured within thirty (30) days of written notice of default from the CRA delivered pursuant to Section 22 below, the CRA may pursue all remedies available at law or in equity, including specific performance, as a result of such breach; provided however, the CRA shall not have the light to terminate this Agreement with respect to a breach other than as expressly addressed in Sections through above and Section In the event of a default by the CRA under this Agreement (other than an intentional default) which is not cured within ten (10) days of written notice from Developer, without any default on the part of Developer, Developer, as its sole and exclusive remedy, shall be entitled to (i) terminate this Agreement in which event the Escrow Agent shall return the Deposit to Developer and parties shall be released from all further obligations under this Agreement except for the obligations that expressly survive the termination, or (ii) sue for specific performance to enforce the terms of this Agreement. Developer waives any other remedies it may have against the CRA at law or in equity as a result of a breach of this Agreement except if the CRA conveys the Property to another party prior to the termination of this Agreement, in which event the Developer may pursue all remedies available at law or in equity as a result of such breach as a result of the remedy of specific performance not being available. 27

32 20. BROKERS. The parties each represent and warrant to the other that there are no real estate broker(s), salesman (salesmen) or finder(s) involved in this transaction. If a claim for commissions in connection with this transaction is made by any broker, salesman or finder claiming to have dealt through or on behalf of one of the parties hereto ("Indemnitor"), Indemnitor shall indemnify, defend and hold harmless the other party hereunder ("Indemnitee"), and Indemnitee's officers, directors, agents and representatives, from and against all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorney's fees and court costs at trial and all appellate levels) with respect to said claim for commissions. Notwithstanding anything to the contrary contained in this Agreement, the provisions of this Paragraph shall survive the respective closings. 21. ASSIGNABILITY This Agreement may not be assigned without the approval of the CRA, which approval may be granted or withheld by the CRA, in its reasonable discretion. For the purpose of this Section 21, each of the following events shall be deemed an assignment requiring the approval of the CRA, which approval may be granted or withheld by the CRA, in its reasonable discretion: (i) (ii) (iii) (iv) Barron Charmer and R. Donahue Peebles or entities that they control no longer have day to day operational control over the decision making of Developer. If Barron Channer has transferred his interest as a managing member of Developer to an entity, Barron Charmer no longer has day to day operational control over the decision making by said entity or Barron Charmer owns less than 50% of the ownership interests in such entity. If R. Donahue Peebles has transferred his interest as a managing member of Developer to an entity, R. Donahue Peebles no longer has day to day operational control over the decision making by said entity or R. Donahue Peebles owns less than 50% of the ownership interest in such entity. If (a) Barron Channer and/or an entity that Barron Channer has day to day operational control over decision making; and (b) R. Donahue Peebles and/or an entity that R. Donahue Peebles has day to day operational control over decision making collectively own less than 50% of the membership interests in Developer. 22. NOTICES. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express), sent by fax and another method provided herein or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: 28

33 If to Developer: With a copy to: And with a copy to: If to CRA: With a copy to: Lydecker Diaz Attorneys 1221 Brickell Avenue, 19 th Floor Miami, FL Attention: Stephen J. Johnson Fax: The Peebles Corporation 2020 Ponce de Leon Blvd., Suite 907 Coral Gables, FL Attention: Overtown Gateway Partners Fax: Amstein & Lehr, LLP 200 South Biscayne Boulevard Suite 3600 Miami, Florida Attention: Ronald R. Fieldstone, Esq, Fax: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Clarence E. Woods, III., Executive Director 1490 NW Third Avenue Suite 105 Miami, FL Fax: William R. Bloom, Esq. Holland & Knight, LLP Suite Brickell Avenue Miami, FL Fax:

34 And with a copy to: Staff Counsel Southeast Overtown/Park West Community Redevelopment Agency 1490 NW Third Avenue Suite 105 Miami, FL Fax: Notices personally delivered or sent by fax shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. 23. CHALLENGES. Developer acknowledges and agrees that the CRA shall have no liability whatsoever to Developer in connection with any challenge to this Agreement and the transaction contemplated by this Agreement and Developer hereby forever waives and releases the CRA from any liability whatsoever, now or hereafter arising in connection with any challenge and covenant and agree not to initiate any legal proceedings against the CRA in connection with any challenges to this Agreement by any third parties. 24. REAL ESTATE TAXES It is the intention of the CRA and the Developer that upon conveyance of the Property to the Developer that the Project shall be fully taxable for the purposes of ad valorem real estate taxes and that the Developer and its successors or assigns not take advantage of any tax exemptions which may allow the Developer or its successors or assigns not to be required to pay any ad valorem real estate taxes with respect to the Project. In the event for any reason the Project or any portion thereof is not subject to ad valorem real estate taxes as a result of an exemption, then the Developer shall pay to the CRA a payment in lieu of taxes (a "PILOT") on or before December 31 of each year in the amount of ad valorem real estate taxes that would have been due with respect to the Project or any portion thereof if the Project had not been exempt in whole or in part from the payment of ad valorem real estate taxes The obligation of the Developer to make the PILOT shall constitute a covenant running with the Property and shall constitute a first lien on the Property senior to all other liens and encumbrances and shall be binding upon the Developer and its successors and assigns through December 31, BLOCK 56 DEVELOPMENT AGREEMENT. This Agreement is expressly subject to the CRA entering into a development agreement (the "Block 56 Development Agreement") with All Aboard Florida NW 6 th Street, LLC, a Delaware limited liability company (the "Block 56 Developer"), for the development of Block 56 NORTH, CITY OF MIAMI, according to the Plat thereof recorded in Plat Book "B", at Page 41, of the Public Records of Miami-Dade County, Florida. If the Block 56 Development Agreement is not executed by all parties on or before January 29, 2014 this Agreement shall automatically terminate and shall be of no further force and effect and Escrow Agent shall return the Initial Deposit to the Developer 30

35 and the parties will be released from all further obligations under the Agreement except for the obligations that expressly survive termination. 26. CRA GRANT. At Closing the CRA and the Developer shall enter into a grant agreement (the "CRA Grant Agreement") which will provide for the CRA to pay to the Developer Three Million and No/100 Dollars ($3,000,000.00) (the "Grant") to be utilized by Developer to pay costs and expenses incurred by Developer in connection with the Project which constitute permitted expenses under applicable law for utilization of Tax Increment Funds. The CRA Grant Agreement shall provide for the disbursement of the Grant in stages as the Project is completed unless Developer elects not to provide the Guaranty, in which event the grant shall not be funded until the Developer achieves lien free Completion. The Developer and the CRA shall negotiate the terms and provisions of the CRA Grant Agreement on or prior to the end of the Inspection Period. If the Executive Director and the Developer are not able to agree on the terms and provisions of the CRA Grant Agreement prior to the end of the Inspection Period then, at any time thereafter and prior to the parties agreeing on the terms and provisions of the CRA Grant Agreement, either the Executive Director or the Developer may elect by written notice to terminate this Agreement in which event this Agreement shall be of no further force and effect, the Deposit shall be returned by Escrow Agent to the Developer, and the parties will be released from all further obligations under this Agreement except for the obligations which expressly survive termination of this Agreement, The CRA shall deposit the amount of the Grant in escrow with Escrow Agent on the Closing Date. Escrow Agent shall disburse the Grant to Developer in accordance with the terms and provisions of the CRA Grant Agreement. 27. SAWYER'S WALK RELEASE. Developer acknowledges that the CRA is currently negotiating a development agreement (the "Block 46 Development Agreement") with the Sawyer's Walk Parties. Developer further acknowledges that if the Block 46 Development Agreement is executed the Sawyer's Walk Parties will be required to deliver a release substantially in the form of Exhibit "N" attached hereto (the "Sawyer's Walk Release"), a legal opinion regarding the enforceability of the Sawyer's Walk Release (the "Opinion Letter") and an indemnification agreement substantially in the form of Exhibit J attached hereto (the "Sawyer's Walk Indemnification") upon closing the transaction contemplated under the Block 46 Development Agreement. In light of the foregoing, the CRA's execution of this Agreement shall constitute approval of the Sawyer's Walk Release and the Sawyer's Walk Indemnification as an alternative risk management solution in lieu of the requirement for the Indemnification Agreement pursuant to the Settlement Agreement. 28. ZONING AGREEMENT The CRA shall utilize its good faith efforts to enter into an agreement (the "Zoning Agreement") with the Block 56 Developer prior to the end of the Inspection Period for (i) the transfer by Developer of 50,000 square feet of development rights from Block 56 to Block 45 at no charge to CRA or the Developer on the direct transfer of the 50,000 square feet of development rights from Block 56 to the Property; and (ii) the transfer of unused development rights on Block 56 to the CRA for use in connection with Block 45 pursuant to terms mutually agreed upon between the Block 56 Developer and the CRA at the then current rates charged by the City for public benefit bonus density within the immediate vicinity of Block 56. The Block 56 Developer shall determine if there are available development rights to transfer to the CRA 31

36 within thirty (30) days of the CRA's approval of the Block 56 Developer's design development documents. The CRA and the Developer shall be entitled to determine how much of the unused development rights are to be purchased The CRA, at its option, may elect to utilize its good faith efforts to transfer 50,000 square feet of development rights from Block 56 to Block 45 prior to conveyance of Block 56 to the Block 56 Developer and in such event Developer acknowledges that the CRA may enter into a covenant in lieu of agreement or other agreements with the City to accomplish the transfer of the 50,000 square feet of development rights from Block 56 to Block 45 as required by applicable law and in the event the CRA is successful in accomplishing the transfer of the 50,000 square feet of development rights from Block 56 to Block 45 the obligation for such transfer shall be deleted from the Zoning Agreement. 29. PROGRAM. In addition to the payments to be made by the Developer on the Closing Date, Developer shall be obligated to pay to the County One Hundred Twenty-Five Thousand and No/100 Dollars ($125,000.00) each year for nine (9) additional years pursuant to the terms of the Declaration. 30. MISCELLANEOUS This Agreement shall be construed and governed in accordance with the laws of the State of Florida. Venue shall be in Miami-Dade County, Florida. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto 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 In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and Paragraph headings shall be disregarded All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. Agreement. Dade County Time shall be-of the essence for each and every provision of this 30.7 This Agreement may not be recorded in the Public Records of Miami- 32

37 30,8 The "Effective Date" shall mean the date this Agreement is last executed by Developer and the CRA and this Agreement is approved by all necessary governmental bodies, including the expiration of all applicable appeal periods. 31. 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 may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. 32. ESCROW AGENT, The Deposit shall be held by Escrow Agent in trust, on the terms hereinafter set forth; 32.1 The Escrow Agent shall deliver the Deposit in accordance with the terms of this Agreement It is agreed that the duties of the Escrow Agent are only as herein specifically provided and purely ministerial in nature, and the Escrow Agent shall incur no liability whatsoever except for willful misconduct or gross negligence, as long as the Escrow Agent has acted in good faith. The CRA and the Developer each release the Escrow Agent from any act done or omitted to be done by the Escrow Agent in good faith in the performance of its duties hereunder The Escrow Agent is acting as stakeholder only with respect to the Deposit. If there is any valid dispute as to whether the Escrow Agent is obligated to deliver the Deposit, the Escrow Agent shall not make any delivery, but in such event, the Escrow Agent shall hold same until receipt by it of an authorization in writing, signed by all parties having interest in such dispute, directing the disposition of same; or in the absence of such authorization, the Escrow Agent shall hold the Deposit until final determination of the rights of the parties in the appropriate proceedings. If such written authorization is not given or proceedings for such determination are not begun within thirty (30) days of written notice to the Escrow Agent of the existence of a dispute with respect to the Deposit and diligently continued, the Escrow Agent may bring an appropriate action or proceeding to interplead the Deposit. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the Deposit. Upon making delivery of the Deposit, the Escrow Agent shall have no further liability unless such delivery constituted willful misconduct or gross negligence. The Developer acknowledges that the Escrow Agent is counsel to the CRA, and can represent the CRA hereunder in the event of any dispute hereunder, concerning the Deposit, and Developer waives any right to object to same. 33. ARBITRATION. The disagreement between the Developer and Executive Director may be resolved by the mechanism set forth below ("Arbitration"). The parties shall attempt to agree on the selection of a neutral arbitrator within ten (10) days after notification by the Developer to utilize this alternative dispute mechanism. If the parties cannot agree on such selection within such ten (10) day period, then one of the disputing parties shall select one (1) 33

38 arbitrator, and the other disputing party shall select one (1) arbitrator, which selections shall take place no later than ten (10) days after a disagreement is noticed by the Developer (the "Filing Date"), and the two (2) selected arbitrators shall mutually agree on the selection of a third arbitrator within ten (10) days after being approved. If one of the disputing parties fails to timely select an arbitrator, then the one arbitrator appointed shall alone elect the other arbitrator to resolve the dispute. If the two (2) selected arbitrators fail to agree on the selection of a third arbitrator within such period of time, then the American Arbitration Association, Miami, Florida office, shall select the third arbitrator. The decision of the arbitrators by majority vote shall be final and binding on the parties. Any delays resulting from a dispute being subject to Arbitration shall not extend any of the time deadlines contained in this Agreement. [SIGNATURE PAGES TO FOLLOW] 34

39 IN WITNESS hereof the parties have executed this Agreement as of the date first above written. DEVELOPER: OVERTOWN GATEWAY PARTNERS, LLC, a Florida limited liability company By: Name: Barron Charmer Title: Managing Member By: Name: R. Donahue Peebles Title: Managing Member CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Clarence E. Woods, III., Executive Director ATTEST: Clerk of the Board Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA APPROVED AS TO INSURANCE REQUIREMENTS: Francisco Gomez, Jr., Risk Management Administrator 35

40 JOINDER The undersigned join in this Agreement for the purpose of agreeing to execute the Guaranty in compliance with the provisions of Sections BACH Real Estate LLC By: Name: Barron Channer Title: Manager The Peebles Corporation By: Name: Title: NEED CORRECT NAMES AND SIGNATURE BLOCKS 36

41 EXHIBIT A Legal Description Block 45 Lots 1 through 12, inclusive, Block 45, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B" at Page 41 of the Public Records of Miami-Dade County, Florida. 37

42 EXHIBIT B INSURANCE REQUIREMENTS I. Commercial General Liability (Primary & Non Contributory) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami and Southeast Overtown/Park West Community Redevelopment Agency as an Additional Insured (CG /85 or its equivalent) Contingent Liability & Contractual Liability Premises & Operations Liability Explosion, Collapse and Underground Hazard II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Borrowed or Non-Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami & Southeast Overtown/Park West Community Redevelopment Agency listed as an additional insured III. Worker's Compensation Limits of Liability Statutory-State of Florida Waiver of subrogation 38

43 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 Liability (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $3,000,000 Aggregate $3,000,000 B. Endorsements Required City of Miami & Southeast Overtown/Park West Community Redevelopment Agency listed as an additional insured V. Owner's & Contractor's Protective Limits of Liability Each Occurrence $1,000,000 Policy Aggregate $1,000,000 City of Miami and Southeast Overtown/Park West Community Redevelopment Agency as Named Insured VI. Builders' Risk Causes of Loss: All Risk-Specific Coverage Project Location Valuation: Replacement Cost Deductible: $25,000 All other Perils 5% maximum on Wind City of Miami and Southeast Overtown/Park West Community Redevelopment Agency listed as an Additional Insured A. LimitNalue at Location or Site - Full Replacement B. Coverage Extensions as provided by insurer 39

44 The above policies shall provide the City of Miami and Southeast Overtown/Park West Community Redevelopment Agency with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: 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. 40

45 EXHIBIT C Additional Permitted Exceptions 1. County Ordinance No recorded in Official Records Book 12923, at Page Covenant in lieu of unity of title or similar agreement(s) required by the City of Miami to transfer 50,000 square feet of development rights from Block 56 to the Property, if required. 41

46 EXHIBIT D Conceptual Design Documents 42

47 EXHIBIT E HOUSING RESTRICTIVE COVENANT Developer and the Executive Director shall utilize their good faith efforts to agree on the final form of the Housing Restrictive Covenant prior to the end of the Inspection Period. This document prepared by and return to: HOUSING RESTRICTIVE COVENANT Owner's Name and Address: Location of Property: See Exhibit "A" attached hereto Name of Project: Issuer's Name and Address: Southeast Overtown/Park West Community Redevelopment Agency 1490 NW Third Avenue, Suite 105 Miami, Florida THIS RESTRICTIVE COVENANT AGREEMENT this "Agreement") is made and entered into as of [ 1, 201, by and among Southeast Overtown/Park West Community Redevelopment Agency (the "CRA"), a public body corporate and politic created pursuant to the laws of the State of Florida (the "State"); and [ ], a formed under the laws of the State of [ ], (together with its successors and assigns, the "Owner"). 43

48 WITNESSETH: [INSERT RECITALS] NOW THEREFORE, in consideration of $10.00 and other good and valuable consideration Owner covenants and agrees with the other parties hereto as follows: 1. Definitions and Interpretation. 1.1 The following terms shall have the respective meanings set forth below: "Applicable Income Limit" means, with respect to Lower-Income Tenants, the applicable income limit set forth in the definition of "Lower-Income Tenants" herein, and with respect to Eligible Persons, the applicable income limit set forth in the definition of "Eligible Persons" herein. "Available Units" means residential units in the Project that are actually occupied and residential units in the Project that are unoccupied and have been leased at least once after becoming available for occupancy, provided that a residential unit that is not available for occupancy due to renovations is not an available unit and does not become an available unit until it has been leased for the first time after the renovations are completed. "Certificate of Continuing Program Compliance" means the certificate required to be delivered by the Owner to the CRA and Lender pursuant to Section 4(d) of this Agreement. "County" means Miami-Dade County, Florida. "Current Annual Family Income" is determined in accordance with Section 8 of the Housing Act of 1937, as amended (or, if such program is terminated, under such program as in effect immediately before such termination), and includes salary, commissions, and other forms of compensation from employment, earnings from assets and investments, income from government programs such as social security, unemployment compensation and welfare, alimony and child support, and the other forms of income described in the Income Certification but does not include earnings of children under age 18, lump sum insurance or capital gains, scholarships, the value of food stamps or the other forms of income that the Income Certification specifies may be excluded. "Declaration" means "Development Agreement" means the Development Agreement dated as of [ ], 2013 between the CRA and the Owner relating to the Project. "Eligible Person" means a person(s) or family (i) whose total adjusted gross income, as set forth in Section 2 of the Income Certification, does not exceed 140% of the then current median family income for Miami-Dade County, Florida, Standard Metropolitan Statistical Area, including adjustments for family size, established by income statistics reported from time to time 44

49 by the U. S. Department of Housing and Urban Development or such other entity which may succeed to perform the duties of the U. S. Department of Housing and Urban Development and who otherwise meets the requirements of this Agreement, "HUD" means the United States Department of Housing and Urban Development or any successor agency. "Income Certification" means the certificate required to be obtained by the Owner from each tenant pursuant to Section 4(a) of this Agreement. hereto. "Land" means the real property located in the County, described in Exhibit "A" attached "Lower-Income Tenants" means one or more natural persons or a family, irrespective of race, creed, religion, color, national origin, marital status, handicap or sex, whose Current Annual Family Income does not exceed [thirty percent (30%)] of the then current median family income for Miami-Dade County, Florida, Standard Metropolitan Statistical Area, including adjustments for family size, established by income statistics reported from time to time by the U. S. Department of Housing and Urban Development or such other entity which may succeed to perform the duties of the U. S. Department of Housing and Urban Development. "Manager" means the Owner or any agent hired by or on behalf of the Owner to operate and manage the Project. "Project" means the 60 residential rental housing development as a part of the development known as located on the Land. "Qualified Project Period" means the period beginning the first day on which at least 10% of the units in the Project were first occupied (which date shall be certified in writing by the Owner to the CRA immediately following such date). The Owner is authorized to use Exhibit "C" attached hereto to evidence the foregoing. "State" means the State of Florida. 1.2 Unless the context clearly requires otherwise, as used in this Agreement, words of the masculine, feminine or neuter gender shall be construed to include any other gender when appropriate and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. 1.3 The titles and headings of the sections of this Agreement have been inserted for convenience of reference only, and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof or be considered or given any effect in construing this Agreement or any provisions hereof or in ascertaining intent, if any question of intent shall arise. 2. Residential Rental Property The Owner hereby represents, covenants, warrants and agrees that, during the term of this Agreement: 45

50 2.1 The Owner will acquire, construct, own and operate the Project for the purpose of providing a multifamily residential rental project, and the Project shall be continually owned, managed and operated as multifamily residential rental properties. 2.2 Owner shall be responsible to comply with all provisions of the Declaration to the extent applicable, the terms and conditions of which are specifically incorporated herein by reference. 3. Reporting Requirements. During the term of this Agreement: 3.1 Income Certifications in the form attached hereto as Exhibit "D" shall be obtained from each occupant (i) no less than five days prior to the time of initial occupancy for all tenants, and (ii) upon the vacancy and re-occupancy of any residential rental unit in the Project, and with respect to each Lower-Income Tenant [and each Eligible Person], such Income Certifications shall be obtained no less frequently than once each year. 3.2 The Owner shall file with the CRA and the Lender, on or before the tenth day of each month (and if the tenth of the month falls on a weekend or holiday, submission must be made the day before), copies of the Income Certifications specified in Section 4(a) hereof obtained by the Owner during the previous month. 3.3 The Owner shall maintain complete and accurate records pertaining to the incomes of (as of the date of initial occupancy of each tenant) and rentals charged to Lower- Income Tenants and Eligible Persons residing in the Project, and shall permit during normal business hours and upon five business days' notice to the Owner, any duly authorized representative of the CRA or the Lender to inspect the books and records of the Owner pertaining to the incomes of and rentals charged to all tenants residing in the Project. 3.4 The Owner shall prepare and submit to the CRA at the beginning of the Qualified Project Period, and on or before the tenth day of each month (and if the tenth of the month falls on a weekend or holiday, submission must be made the day before) thereafter, rent rolls and a Certificate of Continuing Program Compliance in the form attached hereto as Exhibit "B," executed by the Owner stating (i) the percentage of residential rental units that were occupied by Lower-Income Tenants; (ii) the percentage of residential rental units that were occupied by Eligible Persons; (iii) the percentage of residential rental units that were vacant and (iv) that at all times during the previous month [at least %] [all] of the residential rental units were occupied (or deemed occupied) by Eligible Persons, including Lower-Income Tenants (as determined in accordance with Section 3 of this Agreement) and no default has occurred under this Agreement or, if the units failed to be so occupied, or such a default has occurred, the nature of such failure or default and the steps, if any, the Owner has taken or proposes to take to correct such failure or default. If any such report indicates that the vacancy rate at the Project is 10% or higher, the CRA or the Lender shall be permitted during normal business hours and upon five business days' notice to the Owner, to inspect all or some of the vacant units to determine to its reasonable satisfaction that such vacant units are ready and available for rental. 46

51 3.5 No later than of each year, the Owner shall submit to the CRA a certification by an independent compliance agency which is selected by the Owner and reasonably acceptable to the CRA, evidencing compliance with the provisions of the Declaration. In the event of that the Owner fails to submit to the CRA the items which the Owner is required to submit under paragraphs (b), (d) and (e) above on or before the date required, the Owner shall be liable for the payment to the CRA of a late fee of $ per day which shall be payable within ten business days of written notification from the CRA of the amount of such late fee. The failure of the Owner to timely pay a late fee shall be an event of default by the Owner under this Agreement. 4. Indemnification. The Owner hereby covenants and agrees that it shall indemnify and hold harmless the CRA, the City of Miami, the County and their respective past, present and future officers, members, governing body members, employees, agents and representatives (any or all of the foregoing being hereinafter referred to as the "Indemnified Persons") from and against any and all losses, costs, damages, expenses and liabilities of whatsoever nature or kind (including but not limited to, reasonable attorneys' fees, litigation and court costs related to trial and appellate proceedings, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from, arising out of, the design, construction, installation, operation, use, occupancy, maintenance or ownership of the Project other than for their own negligent, illegal or unlawful acts or omissions. In the event that any action or proceeding is brought against any Indemnified Person with respect to which indemnity may be sought hereunder, the Owner, upon timely written notice from the Indemnified Person, shall assume the investigation and defense thereof, including the employment of counsel and the payment of all expenses. The Indemnified Person shall have the right to participate in the investigation and defense thereof and may employ separate counsel either with the approval and consent of the Owner, which consent shall not be unreasonably withheld, or in the event the Indemnified Person reasonably determines that a conflict of interest exists between such Indemnified Person and the Owner in connection therewith, and in either such event the Owner shall pay the reasonable fees and expenses of such separate counsel. 5. Fair Housing Laws. The Owner will comply with all fair applicable housing laws, rules, regulations or orders applicable to the Project and shall not discriminate on the basis of race, creed, color, sex, age or national origin in the lease, use or occupancy of the Project or in connection with the employment or application for employment of persons for the operation and management of the Project. All advertising and promotional material used in connection with the Project shall contain the phrase "Fair Housing Opportunity." 6. Tenant Lists. All tenants lists, applications, and waiting lists relating to the Project shall at all times be kept separate and identifiable from any other business of the Owner which is unrelated to the Project, and shall be maintained, as required by the CRA from time to time, in a reasonable condition for proper audit and subject to examination during business hours by representatives of the CRA. Failure to keep such lists and applications or to make them available to the CRA will be a default hereunder. 7. Tenant Lease Restrictions. All tenant leases with respect to the Project shall contain clauses, among others, wherein each individual lessee: 47

52 7.1 Certifies the accuracy of the statements made in the Income Certification; 7.2 Agrees that the family income, family composition and other eligibility requirements shall be deemed substantial and material obligations of such lessee's tenancy; that such lessee will comply promptly with all requests for information with respect thereto from the Owner or the CRA, and that such lessee's failure to provide accurate information in the Income Certification or refusal to comply with a request for information with respect thereto shall be deemed a violation of a substantial obligation of such lessee's tenancy; and 7.3 Agrees not to sublease to any person or family who does not execute, and deliver to the Owner or the CRA, an Income Certification. 8. Sale, Lease or Transfer of Project. Any transfer of the Project upon completion of same shall be subject to the provisions of this Covenant and the Declaration. Until the Project is completed, the Owner shall not sell, assign, convey or transfer any material portion of the land, fixtures or improvements constituting a part of the Project or any material portion of the personal property constituting a portion of the Project during the term of this Agreement without the prior written consent of the CRA, which consent shall not be unreasonably withheld. If a material portion of the Project is sold during the term hereof and such material portion of such Project consisted of personal property or equipment, the proceeds from the sale thereof may be used by the Owner to purchase property of similar function to be used in connection with the Project. If such material portion of such Project consists of real property and improvements, the purchaser thereof must execute and deliver to the Owner and the CRA a document in form and substance reasonably satisfactory to the CRA pursuant to which such purchaser shall agree to operate such property in compliance with the terms and conditions of this Agreement. 9. Covenants to Run with the Land. This Agreement and the covenants, reservations and restrictions set forth herein shall be deemed covenants running with the Land and, during the term of this Agreement, shall pass to and be binding upon the Owner's assigns and successors and all subsequent owners of the Land or the Project or any interest therein; provided, however, that upon the termination of this Agreement in accordance with the terms hereof said covenants, reservations and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Land or the Project or any portion thereof or interest therein shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. If a portion or portions of the Land or the Project are conveyed, all of such covenants, reservations and restrictions shall run to each portion of the Land or the Project. 10. Term. This Agreement shall remain in full force and effect during the Qualified Project Period. 11. Burden and Benefit. The CRA and the Owner hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the Land in that the Owner's legal interest in the Land and the Project. 48

53 12. Application of Insurance and Condemnation Proceeds. If during the Qualified Project Period the Project is damaged or destroyed or if all or a portion thereof is taken through eminent domain proceedings, or under threat thereof, proceeds from insurance on the Project or any condemnation awards pertaining to such eminent domain proceedings shall be applied to the repair, reconstruction or replacement of the Project [as provided in Exhibit "E" hereto]. 13. Remedies; Enforceability. The benefits of this Agreement shall inure to, and may be enforced by, respectively, the CRA and their respective successors, and the [Eligible Persons and] Lower-Income Tenants and their successors who shall reside or be eligible to reside in the units set aside for their occupancy pursuant to Section 3 of this Agreement. If a material violation of any of the provisions hereof occurs or is attempted, such parties may institute and prosecute any proceeding at law or in equity to abate, prevent or enjoin any such violation or attempted violation; and to compel specific performance hereunder, it being recognized that the beneficiaries of the Owner's obligations hereunder cannot be adequately compensated by monetary damages in the event of the Owner's default In addition to such other remedies as may be provided for herein, if a violation of any of the provisions hereof occurs or is attempted, the CRA may appoint a receiver to operate the Project in compliance with this Agreement. In lieu of the appointment of a receiver on the conditions provided in the preceding sentence, the CRA shall have the right (but not the obligation) and is specifically authorized by the Owner hereunder (but only in the event the default is caused by the Manager's act or omission and only after the Manager is given 30 days' prior notice and right to cure), to appoint a new Manager to operate the Project in accordance with this Agreement and take all actions necessary, in the reasonable judgment of the CRA to cure any default by the Owner hereunder, and such new Manager assuming such management hereunder shall be paid by or on behalf of the Owner, from the rents, revenues, profits and income from the Project, a management fee not to exceed the prevailing management fee paid to managers of similar housing projects in the area of Miami- Dade County, Florida. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of any party entitled to enforce the provisions hereof or to obtain relief against or recover for the continuation or repetition of such breach or violation or any similar breach or violation hereof at any later time or times. The remedies of Eligible Persons or Lower-Income Tenants shall be limited to specific performance. The Owner hereby expressly consents to, and agrees not to contest, the appointment of a receiver to operate the Project following a violation by the Owner of the provisions of this Agreement and hereby waives any and all defenses and objections that might otherwise be raised to any such appointment of receiver. 14. Filing. Upon execution and delivery by the parties hereto, the Owner shall cause this Agreement and all amendments and supplements hereto to be recorded and filed in the official public deed records of Miami-Dade County, Florida, and in such manner and in such other places as the CRA may reasonably request, and shall pay all fees and charges incurred in connection therewith. If the Owner has failed to make any such filing, the Lender or the CRA may cause such document(s) to be filed. 15. Governing Law. This Agreement shall be governed by the laws of the State. 49

54 16. Assignment. The Owner shall not assign its interest hereunder, except by writing and in connection with an assignment of the Project in accordance with the provisions of Section 9 hereof. 17, Amendments. This Agreement shall not be amended, revised, or terminated except by a written instrument, executed by the parties hereto (or their successors in title), and duly recorded in the official public records for Miami-Dade County, Florida. 18. Notice. Any notice required to be given hereunder shall be given by certified or registered mail, postage prepaid, return receipt requested, to the CRA, the Lender and the Owner at their respective addresses set forth in the first paragraph hereof, or at such other addresses as may be specified in writing by the parties hereto. Notice shall be deemed given on the third Business Day after the date of mailing. 19. Severability. If any provision hereof shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 20. Multiple Counterparts. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. [Remainder of page intentionally left blank] 50

55 IN WITNESS WHEREOF, the CRA and the Owner have executed this Agreement by duly authorized representatives, all as of the closing date. SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: (SEAL) ATTEST: By: By: By: [And: RESTRICTIVE COVENANT AGREEMENT SIGNATURE PAGE 51

56 STATE OF FLORIDA COUNTY OF MIAMI-DADE )SS:, a Notary Public in and for the said County in the State aforesaid, do hereby certify that and known to me to be the same persons whose names are subscribed to the foregoing instrument as and, respectively, of the Southeast Overtown/Park West Community Redevelopment Agency, appeared before me this day in person and acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said Agency, and delivered the said instrument as the free and voluntary act of said Agency and as their own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of, 2012 NOTARY PUBLIC, STATE OF FLORIDA (SEAL) Personally known to me, or Produced identification: (Type of Identification Produced) RESTRICTIVE COVENANT AGREEMENT NOTARY PAGE 52

57 STATE OF FLORIDA COUNTY OF MIAMI-DADE )SS:, a Notary Public in and for the said County in the State aforesaid, do hereby certify that, known to me to be the of, as of, a (the "Owner"), appeared before me this day in person and acknowledged that [Ole, being thereunto duly authorized, signed and delivered the said instrument as the free and voluntary act of the Owner and as his or her own free and voluntary acts, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of, NOTARY PUBLIC, STATE OF FLORIDA (SEAL) Personally known to me, or Produced identification: (Type of Identification Produced) RESTRICTIVE COVENANT AGREEMENT NOTARY PAGE 53

58 EXHIBIT A LEGAL DESCRIPTION OF REAL ESTATE [To be provided] 54

59 EXHIBIT B FORM OF CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE Witnesseth that on this day of, 20, the undersigned (the "Borrower"), having borrowed certain funds from, which in turn obtained such funds through a grant from Southeast Overtown/Park West Community Redevelopment Agency for the purpose of acquiring or constructing Apartments, does hereby certify that such multi-family rental housing project is in continuing compliance with the Restrictive Covenant Agreement executed by the undersigned and filed in the official public records of Miami-Dade County, Florida (including the requirement that all units be and remain rental units), that an Income Certification has been submitted for each new tenant in such multifamily rental housing project since the filing of the last such certification and that the same are true and correct to the best of the undersigned's knowledge and belief. [At all times during the previous month, at least [50%] of the residential units were occupied (or deemed occupied) by Lower-Income Tenants.] No default has occurred under the Restrictive Covenant Agreement, or, if a default has occurred, the nature of the default and the steps, if any, Borrower has taken or proposes to take to correct such default are outlined on the Schedule attached hereto. As of the date of this Certificate, the following percentages of completed residential units in the Project are occupied by Lower-Income Tenants, occupied by Eligible Tenants and vacant: Total number of units available for occupancy as of, 20 Lower-Income Tenants Eligible Persons Vacant Units Percentage Number 55

60 Total Number of 1-Bedroom Number of Occupied Units % of 1-Bedroom Units Units by Low-Income Tenants Occupied by Low-Income Tenants (A) (B) (B/A) Total Number of 2-Bedroom Number of Occupied Units % of 2-Bedroom Units Units by Low-Income Tenants Occupied by Low-Income Tenants (A) (B) (B/A) Total Number of 3-Bedroom Number of Occupied Units % of 3-Bedroom Units Units by Low-Income Tenants Occupied by Low-Income Tenants (A) (B) (B/A) Authorized Representative for 56

61 EXHIBIT C FORM OF CERTIFICATE CONCERNING COMMENCEMENT AND TERMINATION OF QUALIFIED PROJECT PERIOD THIS CERTIFICATE is being executed pursuant to the provisions of the Restrictive Covenant Agreement, dated as of 1, 201_, (the "Agreement), among Southeast Overtown/Park West Community Redevelopment Agency (the "CRA") and (the "Borrower"), in connection with (the "Project") in the County located on real property described on Exhibit "A" hereto. The period for which the restrictions set forth in the Agreement are applicable to the Project is referred to as the "Qualified Project Period" and is defined in the Agreement as follows: "Qualified Project Period" shall mean a period beginning on the first day on which at least 10% of the residential units are first occupied, and ending on the date which is 30 years after the date on which at least 50% of the residential units in the Project are first occupied. To evidence the Qualified Project Period with respect to the Project, the Borrower certified to the following: 1. The first day on which at least ten percent (10%) of the units in the Project were first occupied was 5 2. The date on which at least fifty percent (50%) of the units in the Project were first occupied was Prior to the recording of this Certificate in the land records of the County, the Borrower has supplied the CRA with documentation to establish the facts relating to the Project set forth in this Certificate, which documentation has been found satisfactory to all parties. Nothing in this Certificate is intended to modify the requirement of the Agreement that all units in the Project be rented as residential rental property or any other provision of the Agreement. 57

62 IN WITNESS WHEREOF, the Owner has caused this Certificate to be executed by its duly authorized representative as of this day of, 20 By: its By: STATE OF FLORIDA COUNTY OF MIAMI-DADE )SS:, a Notary Public in and for the said County in the State aforesaid, do hereby certify that, known to me to be the of, as of,a (the "Owner"), appeared before me this day in person and acknowledged that [s]he, being thereunto duly authorized, signed and delivered the said instrument as the free and voluntary act of the Owner and as his or her own free and voluntary acts, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of,20_. NOTARY PUBLIC, STATE OF FLORIDA (SEAL) Personally known to me, or Produced identification: (Type of Identification Produced) 58

63 EXHIBIT A to Certificate Concerning Commencement and Termination of Qualified Project Period REAL PROPERTY DESCRIPTION 59

64 EXHIBIT E CERTIFICATION OF TENANT ELIGIBILITY RE: [Address] Unit # 1 Apartments The undersigned hereby (certify) (certifies) that: 1. This Income Certification is being delivered in connection with the undersigned's application for occupancy of apartment # ] Apartments in Miami-Dade County, Florida. 2. List all occupants of the apartment, the relationship (if any) of the various occupants, their ages, and the total anticipated income as acceptable to the Southeast Overtown/Park West Community Redevelopment Agency for each person listed below during the 12-month period commencing with the date occupancy will begin. (a) (b) (c) (d) Name Annual Relationship Age Income DEFINITION OF INCOME: Full amount, before payroll deductions, of wages, salaries, overtime, commissions, fees, tips and bonuses; net income from operation of a business or profession; interest and dividends and other net income from real or personal property; periodic payments from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic payments; payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay; public assistance income, where payments include amount specifically designated for shelter and utilities; periodic and determinable allowances such as alimony and child support, and regular contributions or gifts from persons not residing in the dwelling; all regular and special pay and allowances of members of the Armed Forces (whether or not living in the dwelling) who are the head of the family or spouse; but excluding: casual, sporadic or irregular gifts; amounts which are specifically for reimbursement of medical expenses; lump sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses; amounts of educational scholarships paid directly to the student or 60

65 the educational institution, and amounts paid by the government to a veteran for use in meeting costs of tuition, fees, books and equipment, but in either case only to the extent used for such purposes; special pay to a servicemen head of family who is away from home and exposed to hostile fire; relocation payments under Title II of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; foster child care payments; the value of coupon allotments for the purposes of food pursuant to the Food Stamp Act of 1964 which is in excess of the amount actually charged for the allotments; payments received pursuant to participation in ACTION volunteer programs; and income from the employment of children (including foster children) under the age of eighteen (18) years. 3. If any of the occupants listed in Section 2 has any savings, bonds, or equity in real property, or other forms of capital investment (but do not include necessary items such as furniture or automobiles) * enter the following amounts: * Include the value over and above actual consideration received, except in foreclosure or bankruptcy, of any asset disposed of for less than fair market value within two (2) years of the date of this Income Certification. (a) The total value of all such assets owned by all persons: $ (b) (c) A percentage of the value of such assets based on the current passbook savings rate, as determined by HUD (applicable passbook savings rate %): ** If assets do not exceed $5,000 and resident is not a Lower income Residence, do not impute assets. The amount of income expected to be derived from such assets in the 12 month period commencing with the occupancy of the unit: $ 4. RESIDENT'S STATEMENT: The information on this form is to be used to determine maximum income for eligibility. I/We have provided, for each person set forth in Section 2, either (a) an Employer's Verification of current anticipated annual income, if the occupant is currently employed, or (b) if the occupant is currently unemployed, such other evidence of current anticipated income as is consistent with income determinations under Section 8 of the United States Housing Act of 1937, as amended, or (c) copies of the occupants most recent Federal Income Tax Return, if a return was filed for the most recent year. I/We certify that the statements above are true and complete to the best of my/our knowledge and belief on the date hereof and are given under penalty of perjury. Name Date (a) (b) (c) (d) 61

66 (e) (f) 5. OWNER/DEVELOPER STATEMENT: The family or individual(s) named in Section 2 of the Income Certification attached hereto is/are eligible under the provisions of the Restrictive Covenant Agreement to live in a unit in the Project, as defined in the Loan Agreement, between the undersigned and the [ ], and based upon the aggregate anticipated annual income set forth in Section 2 and, if applicable, the greater of the amounts in Section 3 (b), or (c), which in the aggregate will be $, constitutes (check one): a. A Lower- Income Tenant (maximum income $ based on a family size of $ ); or b. An Eligible Person other than a Lower-Income Tenant (maximum income $ ). Date:, 20 62

67 EXHIBIT E INSURANCE REQUIREMENTS 63

68 THIS INSTRUMENT WAS PREPARED BY: William R. Bloom, Esquire Holland & Knight LLP 701 Brickell Ave., Suite 3000 Miami, Florida Folio Number: EXHIBIT F DEED SPECIAL WARRANTY DEED THIS DEED, made this day of, 201, between SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida ("Grantor") and OVERTOWN GATEWAY PARTNERS, LLC, a Florida limited liability company ("Grantee"). Wherever used herein, the terms "Grantor" and "Grantee" shall include singular and plural, heirs, legal representatives, assigns of individuals, and the successors and assigns of corporations, wherever the context so admits or requires. WITNESSETH: THAT, for and in consideration of the sum of Ten and No/100 Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is acknowledged by Grantor, Grantor hereby grants, bargains, and sells unto Grantee, the following described property located in Miami-Dade County, Florida ("the Property"): Lots 1 through 12, inclusive, Block 45, NORTH, CITY OF MIAMI, according to the Plat thereof, as recorded in Plat Book "B", at Page 41, Public Records of Miami-Dade County, Florida. TOGETHER WITH all the tenements, hereditaments and appurtenances thereto belonging or in any way appertaining. TO HAVE AND TO HOLD the same unto Grantee in fee simple, forever. THIS CONVEYANCE IS SUBJECT TO: 1. Taxes and assessments for the year 201 and subsequent years; 2. Zoning and other governmental restrictions; 64

69 3. Terms and provisions of that certain Declaration of Restrictions dated May 8, 2013 and recorded May 15, 2013 in Official Records Book 28631, at Page 1264 of the Public Records of Miami-Dade County, Florida, as amended by Declaration Amendment. 4. Terms and provisions of the Declaration of Restrictions between Grantor and Grantee to be recorded simultaneously with this deed. 5. Terms and provisions of the Housing Restrictive Covenant between Grantor and Grantee to be recorded simultaneously with this deed. 6. Conditions, restrictions, reservations, and easements of record; however, reference thereto shall not serve to reimpose same, TO HAVE AND TO HOLD, the same in fee simple forever. AND Grantor has good right and lawful authority to sell and convey the property, the Grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons claiming by, through and under Grantor and none other. SIGNATURES FOLLOW ON NEXT PAGE 65

70 IN WITNESS WHEREOF, Grantor has caused this special warranty deed to be executed as of the day and year first above written. Signed, sealed and delivered in our presence: WITNESSES: Name: Name: Approved for legal sufficiency GRANTOR: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida By: Name: Clarence E. Woods III Title: Executive Director By: William R. Bloom, Esq. Holland & Knight LLP Special Counsel to the CRA STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of, 201, by Clarence E. Woods III, as Executive Director of SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida, on behalf of the Agency, who is personally known to me or has produced as identification. Notary Public, State of Florida My Commission Expires: 66

71 EXHIBIT G RESTRICTIVE COVENANT The parties shall negotiate the terms of the Restrictive Covenant prior to the end of the Inspection Period. The Restrictive Covenant shall incorporate the following provisions of the Development Agreement which survive the Closing Date: 1. Section 8.6 requiring Project to be developed substantially in accordance with the Plans. 2. Section 8.7.2, 8.7.3, and requiring Developer to comply with the Construction Commencement Deadline and Completion Deadline. 3. Section 8.8.4, and regarding the 7 th Street Promenade. 4. Section 10.1 regarding equal opportunity. 5. Section 10.2, 10.3 and 10.4 regarding participation requirements and job fairs. 6. Section 14 regarding parking access for the community based organizations. 7. Section 24 regarding real estate taxes. 67

72 EXHIBIT "II" GUARANTY OF COMPLETION THIS GUARANTY OF COMPLETION (the "Guaranty") is executed and delivered, jointly and severally, as of the day of, 20 by, an individual, and, a Florida limited liability company (each a "Guarantor", and collectively, the "Guarantors") in favor of SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section , Florida Statutes (the "CRA"). WITNES SETH: A. Overtown Gateway Partners, LLC, a Florida limited liability company (the "Developer") convey the property described on Exhibit "A" attached hereto and made a part hereof (the "Property") pursuant to the terms and conditions of that Development Agreement dated as of, 2013, by and between Developer and the CRA as same may be amended from time to time, (the "Development Agreement"). All terms not otherwise defined herein shall have the meanings set forth in the Development Agreement. B. Guarantors will benefit from the transaction contemplated by the Development Agreement. C. The CRA would not enter into the Development Agreement with Developer unless Guarantors agreed to unconditionally guaranty completion of Project in accordance with the Project Plans and the Project Schedule. NOW, THEREFORE, in consideration of the CRA's conveying the Property to the Developer pursuant to the Development Agreement, which it is acknowledged and agreed that CRA is doing in full reliance hereon, and as an inducement to CRA to do so, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Guarantor hereby irrevocably covenants, warrants and agrees as follows: 1. That notwithstanding any provision in the Development Agreement or in any other agreement or document executed in connection therewith, each Guarantor hereby unconditionally and irrevocably guarantees to CRA the following: a. One hundred percent (100%) lien free completion in accordance with the Development Agreement and substantially in accordance with the Project Plans, as evidenced by (i) the issuance of a final certificate of occupancy and use (or the equivalent) by the proper governmental authority; and (ii) the delivery by the design/supervising architect of a certificate of completion of Project substantially in accordance with the Project Plans approved by CRA; (completion of Project shall include, but not be limited to completion of grading, landscaping, all 68

73 necessary and appropriate utilities, streets, sidewalks, drainage and all on-site and off-site improvements as reflected on the Project Plans); and b. Full and punctual payment and discharge of all costs and expenses of any nature relating to the construction and the completion of Project as the same become due and payable, and payment and discharge of all claims and demands for labor and/or materials used in the construction and the completion of Project substantially in accordance with the Project Plans which are or, if unpaid, may become liens, claims or encumbrances on Property. 2. Without limiting the generality of the preceding paragraph 1, each Guarantor hereby agrees: a. To perform, complete and pay for the construction of Project within the time period allotted therefor in the Project Schedule and to pay all costs and expenses of said construction and completion of Project and all costs associated therewith, and each Guarantor hereby indemnifies and agrees to save harmless CRA from all costs and expenses which CRA suffers as a result of Project not being completed and paid for in the manner required and within the time period allotted therefor as set forth in the Development Agreement and the Project Schedule. b. In the event any mechanic's or materialman's liens should be filed, or should attach, with respect to the Property, to cause the removal of such liens or the posting of security against the consequences of their possible foreclosure within thirty (30) days of the filing of such liens; c. To pay the costs and fees of all architects and engineers employed by Developer in connection with Project; d. To pay within fifteen (15) days of written demand all of CRA's costs and expenses, including reasonable attorneys' fees and costs, incurred in the enforcement of this Guaranty. e. That it may be impossible to accurately measure the damages to CRA resulting from a breach of Guarantors' covenant to complete or to cause the completion of the construction and equipping of Project, and that such a breach will cause irreparable injury to CRA, and that CRA may not have an adequate remedy at law in respect of such breach and, as a consequence, each Guarantor agrees that such covenant shall be specifically enforceable against it and each Guarantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenant other than the defense that completion has been achieved. The preceding sentence shall not prejudice CRA's rights to assert any and all claims for damages incurred as a result of Guarantors' default hereunder (beyond any applicable notice and cure periods), and CRA may, hold any Guarantor liable for all losses and damages sustained and expenses incurred by reason of the Developer or any Guarantor failing to construct, complete and equip Project in accordance with the Project Plans, the Development Agreement and the Project Schedule. 69

74 3. Each Guarantor hereby acknowledges and consents to the Project Plans, the disbursement schedule and the other terms and conditions of the Development Agreement and related documents governing the construction. 4. Each Guarantor hereby waives any and all requirements that CRA institute any action or proceeding, at law or in equity, against the Developer or against any other party or parties with respect to the Development Agreement or any related document as a condition precedent to bringing any action against any Guarantor upon this Guaranty. All remedies afforded to CRA by reason of this Guaranty are separate and cumulative remedies and no one of such remedies, whether waived by CRA or not, shall be deemed to be an exclusion of any one of the other remedies available to CRA and shall not in any way limit or prejudice any other legal or equitable remedy which CRA may have. 5. Each Guarantor further agrees that Guarantors shall not be released from any obligations hereunder by reason of any amendment to or alteration of the terms and conditions of the Development Agreement or of any related document, nor shall Guarantors' obligations hereunder be altered or impaired by any delay by CRA in enforcing the terms and obligations of the Development Agreement by any waiver of any default by CRA under the Development Agreement or any related document, it being the intention that each Guarantor shall remain fully liable hereunder, notwithstanding any such event. 6. No extension of the time of payment or performance of any obligation hereunder guaranteed, or the renewal thereof, nor delay in the enforcement thereof or of this Guaranty, or the taking, exchanging, surrender or release of other security therefor or the release or compromise of any liability of any party shall affect the liability of or in any manner release the Guarantors, and this Guaranty shall be a continuing one and remain in full force and effect until each and every obligation hereby guaranteed shall have been fully paid and performed. 7. That until Project is fully erected, equipped and completed as aforesaid, and until each and all of the terms, covenants and conditions of this Guaranty are fully performed, Guarantors shall not be released by any act or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of any Guarantor, or by reason of any waiver, extension, modification, forbearance or delay by CRA and Guarantors hereby expressly waive and surrender any defense to Guarantors' liability hereunder based upon any of the foregoing acts, things, agreements or waivers. Guarantors shall be released from this Guaranty upon the earlier to occur of (i) completion of Project, lien-free and otherwise in accordance with the requirements of the Development Agreement and substantially in accordance with the Project Plans. 8. Except as otherwise set forth herein, CRA shall not be required to give any notice to any Guarantor hereunder in order to preserve or enforce CRA's rights hereunder (including, without limitation, notice of any default under or amendment to the Development Agreement), any such notice being expressly waived by Guarantors. 9. Guarantors agree that Guarantors shall make no claim or set-off, defense, recoupment or counterclaim of any sort whatsoever, nor shall Guarantors seek to impair, limit or 70

75 defeat in any way their obligations hereunder. Guarantors hereby waive any right to such a claim in limitation of their obligations hereunder. 10. This Guaranty is assignable by CRA and shall bind the heirs, devisees, personal representatives, successors and assigns of the parties hereto and shall inure to the benefit of any successor or assign of CRA, 11. This Guaranty shall, in all respects, be governed by and construed in accordance with the laws of the State of Florida, including all matters of construction, validity and performance. 12. In the event that any provision of this Guaranty is held to be void or unenforceable, all other provisions shall remain unaffected and be enforceable. 13. Except as otherwise set forth herein, each Guarantor hereby waives notice of acceptance of this Guaranty by CRA and of presentment, demand, protest, notice of protest and of dishonor, notice of default and all other notices relative to this Guaranty of every kind and description now or hereafter provided by any agreement between Developer and CRA or any statute or rule of law, except only any notices expressly required hereunder. 14. Any notice, demand or request by CRA to any Guarantor or from any Guarantor to CRA shall be in writing and shall be deemed to have been duly given or made if either delivered personally or if mailed by certified or registered mail, addressed to the address set forth below (or at the correct address of any assignee of CRA), except that mailed written notices shall not be deemed given or served until three days after the date of mailing thereof: a. If to CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Clarence E. Woods, III, Executive Director 1490 NW Third Avenue Suite 105 Miami, FL Fax: b. If to Guarantors: and 71

76 EACH GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHTS EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE NOTE, THIS GUARANTY AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTION OF ANY GUARANTOR, DEVELOPER OR CRA. [Signature Pages to Follow] 72

77 IN WITNESS WHEREOF, Guarantors have executed this Guaranty as of the day and year first above written. WITNESSES: Print Name: Print Name: By: Name: Title: Print Name:, individually Print Name: Print Name:, individually Print Name: 73

78 STATE OF FLORIDA ): ss. COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of, 201_, by, as of, a, on behalf of. He is personally known to me or has produced as identification. Notary Public Name of Notary Printed: My commission expires: My commission number is: (NOTARY SEAL) STATE OF FLORIDA ): ss. COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of, 201_, by, as of, a, on behalf of. He is personally known to me or has produced as identification. Notary Public Name of Notary Printed: My commission expires: My commission number is: (NOTARY SEAL) 74

79 EXHIBIT I Longshoremen's Parking Plan 1. Developer shall make available on the Property, free of charge, one hundred fifty (150) parking spaces for parking of vehicles of members of Longshoremen's Union at any one time during the following time periods seven (7) days a week: a. Morning: from 5:00 A.M. EDT to 9:00 A.M. EDT. b. Afternoon: from 1:00 P.M. EDT to 3:00 P.M. EDT. 2. No more than 150 parking spaces will be required to be provided at any one time. A parking space may be utilized more than once during each of the time windows (i.e. a vehicle may leave and another vehicle arrive to replace the one that left). 3. Members of Longshoremen's Union will be required to produce approved validation at point of payment processing for Property's parking facility in order to receive service free of charge. The procedures shall be set forth in the Restrictive Covenant. 75

80 EXHIBIT J Indemnification Agreement This Indemnification Agreement (this "Agreement"), dated this day of 201_, is executed by Overtown Gateway Partners, LLC, a Florida limited liability company (the "Indemnitor"), in favor of CITY OF MIAMI, a Florida municipal corporation (the "City"), MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of Florida (the "County") and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section , Florida Statutes (the "CRA;" and together with the City and the County, individually and collectively, the "Indemnitee"). RECITALS A. City previously issued a request for proposals (as may have been amended from time to time, the "Poinciana RFP") with respect to that certain real property located in Miami- Dade County, Florida more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Poinciana Village Project"). B. A response to the Poinciana REP was submitted by Indian River Investments of Miami, Inc., a Florida corporation ("Indian River"), acting in the capacity of general partner on behalf of Poinciana Village of Miami, Ltd., a Florida limited partnership ("Poinciana"). C. Pursuant to the Poinciana RFP, the City selected Poinciana as the successful proposer for the Poinciana Village Project. D. The City Commission subsequently approved Poinciana as the successful proposer with respect to both the Poinciana RFP and the Poinciana Village Project. E. The Poinciana Village Project is subject to that certain Southeast Overtown/Park West Lease and Development Agreement dated June 15, 1988, as amended by Amendment No. I dated February 17, 1989, as amended by Amendment No. 2, dated July 13, 1989, as amended by Amendment No. 3, dated January 11, 1990, as amended by an Amendment dated September 23, 1998; and as assigned from the City to the CRA by that certain Assignment of Leases dated January 9, 1996 (collectively the "Poinciana Lease"). F. The City issued an additional request for proposals (as same may have been amended from time to time, the "Sawyer's Walk RFP") with respect to that certain real property located in Miami-Dade County, Florida, more particularly described on Exhibit "B", attached hereto and made a part hereof (the "Sawyer's Walk Project"). G. The sole response to the Sawyer's Walk RFP was submitted by Sawyer's Walk Ltd., a Florida limited partnership ("Sawyer's Walk") with respect to the Sawyer's Walk Project. H. Pursuant to City of Miami Resolution No (the "Resolution"), the City selected Sawyer's Walk as the developer of the Sawyer's Walk Project subject to the satisfaction of certain conditions as set in the Resolution. 76

81 I. Subsequently, the following litigation was commenced with respect to the Poinciana Village Project: Southeast Overtown/Park West Community Redevelopment Agency v. Poinciana Village of Miami, Ltd., Case No CA 9, filed in the Circuit Court of the 11th Judicial Circuit in and for Miami-Dade County, Florida (the "Poinciana Litigation"); J. Subsequently, the following litigation was commenced with respect to the Sawyer's Walk Project: The City of Miami vs. Sawyer's Walk, Ltd., Case No CA 9, filed in the 11th Judicial Circuit in and for Miami-Dade County, Florida (the "Sawyer's Walk Litigation"). K. Sawyer's Walk, Poinciana, the CRA and the City entered into that certain settlement agreement dated as of January 27, 2005 with respect to the Poinciana Litigation and the Sawyer's Walk Litigation, as amended, (the "Settlement Agreement"). L. The transaction contemplated by the Settlement Agreement was never consummated and the Sawyer's Walk Litigation and the Poinciana Litigation have been consolidated and were dismissed for lack of prosecution on December 5, M. The CRA issued a request for proposals (the "New RFP") with respect to that certain real property located in Miami-Dade County, Florida more particularly described on Exhibit "C" attached hereto (the "New Project"). N. As a condition of awarding the New Project to Indemnitor pursuant to the New RFP, Indemnitor has agreed to execute this Agreement in favor of each Indemnitee. NOW THEREFORE, in consideration of other agreements and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, Indemnitor, intending to be legally bound, agrees as follows: 1. Recitals. The foregoing recitals are true and correct and are hereby incorporated into, and constitute a part of, this Agreement. 2. Indemnity. Indemnitor hereby agrees to indemnify, defend and hold harmless each Indemnitee from and against any claim, loss, demand, damage, liability, obligation, suit, cause of action, cost or expense (including fees, costs and disbursements of attorneys and other professionals and court costs at trial and on appeal (but excluding any attorney fees and costs incurred by the Indemnitee prior to the date hereof) and regardless of whether an action or lawsuit is actually instituted or filed) by Sawyer's Walk, Indian River Investment Communities, Inc., a Florida corporation ("Communities"), Indian River, and Poinciana, or any of them, and any of their successors and assigns, based upon, directly or indirectly, the Sawyer's Walk RFP, the Poinciana Litigation, the Sawyer's Walk Litigation and/or the Settlement Agreement, including, without limitation, claims raised or that could have been raised by Indian River, Communities, Poinciana and Sawyer's Walk or any of them, in the Poinciana Litigation and/or the Sawyer's Walk Litigation. 3. Release. Indemnitor hereby remises, releases, acquits, satisfies, and forever discharges each Indemnitee, of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, agreements, promises, damages, 77

82 judgments, executions, claims and demands whatsoever, in law or in equity, which Indemnitor ever had, now has, or which Indemnitor hereafter can, shall or may have, against any Indemnitee, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date of these presents relating to or arising out of, directly or indirectly, to the Poinciana Village Project, the Sawyer's Walk Project, the Poinciana Lease, the Sawyer's Walk REP and the Settlement Agreement. 4. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without giving effect to the choice of law provisions thereof. 5. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be binding as of the date first written above, and all of which shall constitute one and the same instrument. Each such copy shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. 78

83 IN WITNESS WHEREOF, the Buyer has executed this Indemnity and Release Agreement dated the date written above. Witnesses Print Name INDEMNITOR: Overtown Gateway Partners, LLC, a Florida limited liability company By: Name: Barron Channer Title: Managing Member Print Name Print Name By: Name: R. Donahue Peebles Title: Managing Member Print Name STATE OF FLORIDA COUNTY OF MIAMI-DADE ) SS The foregoing instrument was acknowledged before me this day of 201 by Barron Channer, as Managing Member, of Overtown Gateway Partners, LLC, a Florida limited liability company, on behalf of said limited liability company. He/She is personally known to me or has produced as identification. NOTARY PUBLIC State of Florida at Large My Commission Expires: 79

84 STATE OF FLORIDA COUNTY OF MIAMI-DADE ) SS The foregoing instrument was acknowledged before me this day of 201 by R. Donahue Peebles, as Managing Member, of Overtown Gateway Partners, LLC, a Florida limited liability company, on behalf of said limited liability company. He/She is personally known to me or has produced as identification. NOTARY PUBLIC State of Florida at Large My Commission Expires: 80

85 EXHIBIT K Approved Variances Unless otherwise defined herein, all capitalized terms set forth herein are as defined in that certain Declaration of Restrictions recorded May 15, 2013 in Official Records Book 28631, Page 1264 of the Public Records of Miami-Dade County, Florida (the "Declaration"). Overtown Gateway and All Aboard propose the following variances to the Declaration, which shall be accomplished through an amendment of the Declaration or by amending and restating the Declaration into two declarations, with one relating to Block 56 and the other relating to Block 45: 1. Default and Reversion. Default with respect to Block 45 under the Declaration shall not constitute a default with respect to Block 56 and default with respect to Block 56 under the Declaration shall not constitute a default with respect to Block 45 under the Declaration and the rights and remedies related to default shall be enforceable separately as to each Developer (e.g., terms regarding Default Cure Periods and reversion shall apply as to All Aboard for Block 56 and as to Overtown Gateway for Block 45). Further, reversion with respect to Block 45 under the Declaration shall not constitute a reversion with respect to Block 56 and reversion with respect to Block 56 under the Declaration shall not constitute a reversion with respect to Block 45 under the Declaration. 2. Project Payments. In lieu of making the Project Payments, which requires payment over time, (i) Overtown Gateway shall pay (A) to the County on the Closing Date, Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) which shall be used only for projects that support Overtown redevelopment efforts, to be held in a County account or separated to be utilized solely for such purpose, (B) to the CRA on the Closing Date, One Million Three Hundred Seventy-Five Thousand and No/100 Dollars ($1,375,000.00) to be utilized by the CRA for projects in the Southeast Overtown/Park West Community Redevelopment Area, and (C) to the community benefits program to be established within the Southeast Overtown/Park West Community Redevelopment Area (the "Program"), One Hundred Twenty-Five Thousand and No/100 Dollars ($125,000.00) per year for 10 years to the Program with the first payment commencing on the Closing Date and each anniversary thereof; and (ii) All Aboard shall pay (A) to the County on the Closing Date, Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) which shall be used for projects that support Overtown redevelopment efforts to be held in a County account or separated to be utilized solely for such purpose, (B) to the CRA on the Closing Date, One Million Three Hundred Seventy-Five Thousand and No/100 Dollars ($1,375,000.00) to be utilized by the CRA for projects in the Southeast Overtown/Park West Community Redevelopment Area, and (C) to the Program One Hundred Twenty-Five Thousand and No/100 Dollars ($125,000.00) per year for 10 years with the first payment commencing on the Closing Date and each anniversary thereof The Program shall be administered by a committee appointed by community stakeholders from the Southeast Overtown Park/Park West community and the County shall act as the fiduciary for holding and disbursing funds contributed to the Program. 81

86 3. Project Components. (i) Overtown Gateway shall be required to complete a portion of the Retail Component which shall be a minimum of 75,000 square feet and the Residential Component to be constructed on Block 45. (ii) All Aboard shall be required to complete a portion of the Retail Component which shall be a minimum of 75,000 square feet to be constructed on Block 56. The minimum square feet for the Retail Component set forth above for each block shall be in lieu of the minimum of 150,000 square feet for the Retail Component set forth in the Declaration for both blocks. 4. Residential Restrictions. The Residential Component shall be constructed on Block 45. Block 56 shall not be required to have a Residential Component. Sixty (60) residential units still have to be provided on Block 45 in compliance with the provisions of Section 3 of the Declaration. All residential units in excess of 60 residential units can be market rate units and will not be limited by the affordable housing restrictions of Section 3 of the Declaration. 5. Completion Date. The Declaration provides that the Developer shall be required to obtain the Approvals by May 15, 2015 and to commence construction of the vertical improvements of the Residential Component and the Retail Component by May 15, 2016 and complete the Residential Component within twenty-four (24) months after commencement of vertical construction of the Residential Component and complete the Retail Component within twenty-four (24) months after commencement of vertical construction of the Retail Component, subject to Unavoidable Delay, default cure periods as provided in Section 9 of the Declaration and the ability to extend the time period to obtain the Approvals for a six month period in accordance with Section 9(B) of the Declaration, extend the Residential Completion Date for a six month period in accordance with Section 9(D) of the Declaration and to extend the Retail Completion Date in accordance with Section 9(C) of the Declaration. Overtown Gateway requests a waiver to provide (0 that if the extension of the time period pursuant to Section 9(B) of the Declaration to obtain the Approvals is not exercised or exercised and not used in its entirety, Overtown Gateway may exercise such extension or use the unused portion of the approval extension period to extend the Residential Completion Date and the Retail Completion Date, in addition to the current ability to extend the Residential Completion Date and the Retail Completion Date for six months pursuant to Sections 9(C) and 9(D) and (ii) if Overtown Gateway commences construction of the Residential Component and the Retail Component on Block 45 prior to May 15, 2016, the time for completion of the construction of the Residential Component and the Retail Component shall be extended for the number of days between said commencement date and May 15, Overtown Gateway further requests that if the Retail Component and the Residential Component are built as part of one integrated structure the date Overtown Gateway commences vertical construction of either the Residential Component or the Retail Component shall constitute commencement of construction of both the Residential Component and the Retail Component and the Residential Completion Date and Retail Completion Date shall be the same. Further, if the Retail Component and Residential Component are built as part of one integrated structure, Overtown Gateway may 82

87 extend both the Residential Completion Date and the Retail Completion Date in pursuant to Section 9(C) and 9(D) of the Declaration by making one payment of Two Hundred Fifty Thousand and No/Dollars ($250,000.00) which payment will extend both the Residential Completion Date and the Retail Completion Date, but such extension pursuant to payment under Sections 9(C) and 9(D) shall be limited to a total of 6 months. (ii) All Aboard requests a waiver to provide (i) that if the extension of the time period pursuant to Section 9(B) of the Declaration to obtain the Approvals is not exercised or exercised and not used in its entirety, then All Aboard may exercise such extension or use the unused portion of the approval extension period to extend the Retail Completion Date in addition to the current ability to extend the Retail Completion Date for six months pursuant to Section 9(C) and (ii) if All Aboard commences construction of the Retail Component on Block 56 prior to May 15, 2016, the time for completion of the construction of the Retail Component shall be extended for the number of days between said commencement date and May 15, Further, All Aboard may extend the Retail Completion Date in pursuant to Section 9(C) of the Declaration by making one payment of Two Hundred Fifty Thousand and No/Dollars ($250,000.00) which payment will extend the Retail Completion Date, 6. Parking. Overtown Gateway agrees to provide 150 parking spaces in excess of code requirements existing at the time of commencement of vertical construction with respect to the development on Block 45, and All Aboard agrees to provide 150 parking spaces in excess of code requirements existing at the time of commencement of vertical construction on Block Development Agreements. (a) The CRA shall negotiate two (2) separate development agreements: one with All Aboard for Block 56 and one with Overtown Gateway for Block

88 EXHIBIT L Organization Documents of Developer Electronic Articles of Organization r Florida Limited Fo Liability Company Article I The name of the Limited Liability Company is OVERTOWN GATEWAY PARTNERS, LLC 1.13_0_ FILeo ro lune bkcflr t te Article II The street address of the principal office of the Limited Liability Company is: 14 NE 1ST AVENUE SUITE The mailing address of the Limited Liability Company is: 14 NE 1ST AVENUE SUITE Article HI The purpose for which this Limited Liability Company is organized is: ANY AND ALL LAWFUL BUSINESS. Article IV The name and Bolide street address of the registered agent is: STEPHEN H JOHNSON 1221 ERICKELL AVENUE 19TH FLOOR MIAN11, FL Having been named as registered ftgerd and ico ampt siavico 'emcees ibr 11w above sumo wiled liability company ta the place designated in this certificate, I hereby accept the pppointment as registered agent and agree to act in this capacity. farther agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am Smithy with and accept the obligations of my position as registered agent, Registered Agent Signature: STEPHEN HUNTERJOHINISON 84

89 Article V The name and address of managing members/managers are: Title: MOM BAFtRON CHANNER 14 NE 1ST AVENUE SUITE 237 MIAMI, FL hi_383t8n state per& konr Article VI The effective date for this Limited Liability Company shall be: 0025/2013 Signature of member or an authorized representative of a member Electronic Signature: BARRON CPIANNER I am the membar. or authorized representative submitting those Articles of Organization and aftimi that the Acts stated herein are true. I sun aware that false information submitted in a document to the Department of State constitutes a third &gee felony as provided for in s , RS. 1 understand the requirement to filo an annual report between January 1st anti May Ist hi the calendar year 10110WIDE forinaii011 of the LLC and every year thereafter to maintain 'actives" status, 85

90 APPOINTMENT OF MANAGERS BY THE SOLE INCORPORATOR or OVERTOWN GATEWAY PARTNERS, Lit Tite undersigned. being the sole incorponnar of OVIEKTOWN QATEWAY PARTNERS, a Florida limited liability company established under the laws or the Suite or Flo rida the -Compan>" I. hereby adopts the following esolutions and takes the following. actions by written consent in lieu or a meeting in accordance with the provisions of the laws ot' the Slate of Florida. RE-SOLVED, that the following persons he and hereby are, appointed and &signaled as the Managers of the Coinpany: BARRON CilANNER R. DONAIII.ir 1,11141&S Effective: June 28 th UV; _ Barron Channel-. Sole Incorporator 86

91 EXHIBIT M Organizational Chart of Developer Overtown Gateway Partners, LLC Managing Members Barron Channer R. Donahue Peebles 50% Membership Interest Barron Channel- 50% Membership Interest R. Donahue Peebles 87

92 Exhibit N POINCIANA/SAWYER' S WALK RELEASE KNOW ALL MEN BY THESE PRESENTS that SAWYER'S WALK, LTD., a Florida limited partnership ("Sawyer's Walk") and POINCIANA VILLAGE OF MIAMI, LTD., a Florida limited partnership ("Poinciana") [INSERT NAMES OF PARTNERS OF EACH] (Sawyer's Walk and Poinciana, and their respective partners, are collectively referred to as the "first party") and CITY OF MIAMI, a Florida municipal corporation (the "City"); SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, an agency of the State of Florida (the "CRA'), MIAMI-DADE COUNTY, a political subdivision of the State of Florida (the "County"); ALL ABOARD FLORIDA NW SIXTH STREET LLC, a Delaware limited liability company ("All Aboard") and OVERTOWN GATEWAY PARTNERS, LLC, a Florida limited liability company ("Overtown Gateway") (the City, the County, Overtown Gateway, All Aboard and the CRA are collectively referred to as the "second party"), for and in consideration of Ten and 00/100 Dollars ($10.00), and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, remises, releases, acquits, satisfies, and forever discharges the said second party and their officers, directors, commissioners, agents and employees, of and from all, and all manner of action and actions, cause and causes of action, suits, debts, dues, sums of money, accounts, agreements, promises, damages, judgments, executions, claims and demands whatsoever, in law or in equity, which said first party ever had, now has, or which said first party hereafter can, shall or may have, against said second party, for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date of these presents relating to or arising out of, directly or indirectly: (i) that in response to a request for proposals (the "RFP") issued by the City with respect to that certain real property located in Miami-Dade County, Florida more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Poinciana Village Project"); (ii) the response to the RFP submitted by Indian River Investments of Miami, Inc., a Florida corporation ("Indian River"), acting in the capacity of general partner on behalf of Poinciana; (iii) the selection of Poinciana as a successful proposer to the RFP by the City for the Poinciana Village Project; (iv) the approval by the City Commission of Poinciana as the successful proposer with respect to the RFP and Poinciana Village Project; (v) the Southeast Overtown/Park West Lease and Development Agreement dated June 15, 1988, as amended by Amendment No. 1 dated February 17, 1989, as amended by Amendment No. 2, dated July 13, 1989, as amended by Amendment No. 3, dated January 11, 1990, as amended by an Amendment dated September 23, 1998; and as assigned from the City to the CRA by that certain Assignment of Leases dated January 9, 1996 (collectively the "Poinciana Lease"); (vii) RFP issued by the City with respect to that certain real property located in Miami-Dade County, Florida, more particularly described on Exhibit "B", attached hereto and made a part hereof (the "Sawyer's Walk Project"); (viii) the sole response to the RFP submitted by Sawyer's Walk with respect to the 88