Loading...
Resolution 2021-31553 RESOLUTION NO. 2021-31553 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, APPROVING, FOLLOWING SECOND READING/PUBLIC HEARING, A DEVELOPMENT AGREEMENT AS AUTHORIZED UNDER SECTION 118-4 OF THE CITY CODE, AND SECTIONS 163.3220— 163.3243, FLORIDA STATUTES, BETWEEN THE CITY AND SERVITAS, LLC (THE "DEVELOPER"), WHICH DEVELOPMENT AGREEMENT DELINEATES CONDITIONS FOR THE DEVELOPMENT OF THE CITY-OWNED PROPERTY LOCATED AT 224 23RD STREET, THE CURRENT SITE OF A SURFACE PARKING LOT (THE "PROPERTY"), FOR THE COLLINS PARK ARTIST WORKFORCE HOUSING PROJECT, A PROPOSED DEVELOPMENT CONTAINING (1) RESIDENTIAL WORKFORCE HOUSING UNITS, FOR ARTISTS, TEACHERS, AND OTHER INCOME-ELIGIBLE TENANTS; (2) DORMITORY HOUSING, INTENDED FOR USE BY MIAMI CITY BALLET, INC. (THE "BALLET"), TO SUPPORT THE BALLET'S DANCE EDUCATION AND OTHER PROGRAMS OR, IF AGREEMENT WITH THE BALLET CANNOT BE REACHED, ADDITIONAL WORKFORCE HOUSING UNITS; AND (3) GROUND FLOOR RETAIL OR CULTURAL SPACE, WITH THE BUILDING CONSTRUCTED ON THE PROPERTY TO BE LIMITED TO A MAXIMUM HEIGHT OF 75 FEET (COLLECTIVELY, THE "PROJECT"); FURTHER, MEMORIALIZING THE CONDITIONS FOR THE CITY'S LEASE OF THE PROPERTY TO COMMUNITY FINANCE CORPORATION, A NOT-FOR PROFIT CORPORATION, OR AN AFFILIATE THEREOF, FOR THE DEVELOPMENT, FINANCING, CONSTRUCTION AND OPERATION OF THE PROJECT (THE "LEASE"), WITH THE LEASE SUBJECT TO AND CONTINGENT UPON APPROVAL BY THE PLANNING BOARD AND THE CITY COMMISSION, PURSUANT TO SECTION 1.03(B)(4) OF THE CITY CHARTER; AND FURTHER, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE FINAL DEVELOPMENT AGREEMENT. WHEREAS, the Mayor and City Commission has identified the need for workforce and affordable housing in the City as a key objective in the City's 2019 Strategic Plan: Through the Lens of Resilience; and WHEREAS, in the City's 2040 Comprehensive Plan, the Mayor and City Commission has prioritized workforce and affordable housing, with the express goal "to encourage redevelopment that provides workforce and affordable housing" within the City; and WHEREAS, the City is the owner of the property located at 224 23rd Street (the "Property"), the current site of a 21-space public parking lot, and desires to redevelop the Property as a mixed use residential workforce housing development, and further desires to prioritize housing for income-eligible artists and educators (the "Collins Park Artist Workforce Housing Project" or"Project"); and WHEREAS, on September 14, 2016, the Mayor and City Commission adopted Resolution No. 2016-29547, selecting The Concourse Group to identify public-private partnership (P3) opportunities to alleviate the cost and other burdens on the City associated with the development of workforce/affordable housing projects on City property, including with respect to the proposed Collins Park Artist Workforce Housing Project; and WHEREAS, on December 14, 2016, the Mayor and City Commission adopted Resolution No. 2016-29679, approving a height waiver for the Collins Park Artist Workforce Housing Project, to authorize a height of up to 75 feet, finding that the waiver was necessary in order to provide optimal development and to allow for maximum capacity for artist/workforce housing; and WHEREAS, the Miami City Ballet, Inc. (the "Ballet"), South Florida's premier classical ballet company, is a not-for-profit charitable cultural organization, headquartered in the vicinity of the Property, at 2200 Liberty Avenue, Miami Beach, Florida; and WHEREAS, on January 18, 2019, the City issued a competitive solicitation (ITN 2019-099-KB) for the Project, which expressly encouraged proposers to incorporate the participation of the Ballet as part of the Project, in an effort to address the Ballet's dormitory housing needs and program the workforce housing component of the Project with a focus on attracting artists and area educators to the City; and WHEREAS, on July 17, 2019, the Mayor and City Commission adopted Resolution No. 2019-30908, authorizing simultaneous negotiations with both ITN proposers; following withdrawal from one of the ITN proposers, the City Commission directed negotiation with the sole remaining proposer, Servitas, LLC ("Servitas" or "Developer"); and WHEREAS, Developer, in collaboration with Community Finance Corp., a not-for- profit corporation that exists to facilitate capital projects for governmental entities throughout the United States, has proposed a public-private partnership with the City that would advance the City's policy objectives of developing workforce housing in the City; and WHEREAS, the Developer intends to develop the mixed-use residential workforce housing Project pursuant to a Florida Statute Chapter 163 development agreement entered into between the City and the Developer(the "Development Agreement"); and WHEREAS, the City also owns the adjacent property located at 227 22nd Street, Miami Beach, Florida (the "Adjacent City Parcel"), which was previously treated as a unified development site, together with the Property, for purposes of the development and construction of the Miami Beach Regional Library building located on the Adjacent City 2 Parcel, with the Property and Adjacent City Parcel to continue to be treated as a unified development site pursuant to the City Code and the terms of the Development Agreement; and WHEREAS, the proposed development would consist of a 7-story building, designed by Shulman & Associates and PGAL Architects, with (1) approximately eighty (80) residential workforce housing units, for artists, teachers, and other income-eligible tenants; (2)dormitory housing, intended for use by the Ballet,to support the Ballet's dance education and other programs or, if agreement with the Ballet cannot be reached, up to sixteen (16) additional workforce housing units; and (3) ground floor retail or cultural space, with the building constructed on the Property to be limited to a maximum height of 75 feet, as approved by the City Commission; and WHEREAS, the proposed Development Agreement is attached as an exhibit to the Commission Memorandum accompanying this Resolution; and WHEREAS, as proposed, the City will enter into a Development Agreement with Servitas to govern the development of the Project, and in addition thereto, the City will enter into a long-term ground lease for the Property(the "Ground Lease")with a nonprofit 501(c)(3) organization, Community Finance Corporation, or an affiliate thereof (the "Ground Lessee"); and WHEREAS, the Lessee would finance the design and construction of the Project through the issuance of tax-exempt project revenue bonds (which would be non-recourse to the City, with principal and interest payable solely from Project revenues); and WHEREAS, on September 23, 2020, the Finance and Economic Resiliency Committee ("Finance Committee") reviewed the proposed transaction and unanimously recommended that the Administration proceed with the proposed Project, including the Development Agreement and Ground Lease; and WHEREAS, on October 18, 2020, the Mayor and City Commission accepted the recommendation of the Finance Committee, and referred the proposed Project to the Planning Board for its review; and WHEREAS, pursuant to Section 1.03(b)(4) of the City Charter governing leases of ten years or longer of City-owned property, the Ground Lease requires approval by a majority 4/7 vote of all members of the Planning Board, and a 6/7 vote of the City Commission; and WHEREAS, on November 17, 2020, the Planning Board approved the proposed Lease pursuant to the requirements of Section 1.03(b)(4) of the City Charter, and voted to transmit the Development Agreement to the City Commission with a favorable recommendation, in accordance with the City's Land Development Regulations; and 3 WHEREAS, the Planning Department analysis of the Lease, pursuant to Section 82-38 of the City Code, is attached as an exhibit to the Commission Memorandum accompanying this Resolution; and WHEREAS, on December 9, 2020, the Mayor and City Commission approved, on first reading, the Development Agreement and the Lease; and WHEREAS, on January 13, 2021, the Mayor and City Commission approved, by a 5/7th vote, a waiver of the minimum and average unit size requirements for workforce housing in Section 142-337 (for up to 1/4 of the total studio units), and the parking requirements in Section 130-33 of the City Code, pursuant to Section 142-425(d) and 142-425(e) of the City Code; and WHEREAS, the Development Agreement provides, among other provisions, the following terms and conditions: • Developer shall complete, or cause to be completed, the design, permitting and construction of the Project, in accordance with the terms and conditions set forth in the Development Agreement and the City Code, with Project costs, including Developer's fees, payable from the Project bond proceeds, and with City's financial contribution limited to City's payment of a maximum of$200,000 for environmental remediation costs, if any; and • The Project financing shall be non-recourse to the City (with no pledge of City revenue or covenant to budget and appropriate from any revenue source) and with the Lease and the Project financing to be subordinate to City's fee interest in the Property; and • Any Project costs advanced or funded by the City (i.e. for environmental remediation) will be reimbursed to the City either at Financial Closing, or from the Project's net revenues, prior to any distribution of net revenues to any other Party; and • The Development Agreement sets forth the conditions to Financial Closing, and provides that the Lease of the Property shall be delivered at, and effective on the date of, the Financial Closing, when the financing is in place and all permits and approvals for the commencement of construction have been obtained; • Until such time as the Financial Closing takes place, the Property will continue to be used by the City as a public parking lot; and • Both the Development Agreement and the Lease include restrictive covenants requiring the residential units to be offered as workforce housing units in accordance with Chapter 58 of the City Code, available only to tenants who earn less than 120% of Area Median Income, and with tenants being charged 4 a maximum of 30% of the applicable AMI, which restrictions shall be in place throughout the term of the Lease; and • Both the Development Agreement and the Lease specify that the City (and its Project beneficiary, the Ballet) shall receive 100% of the net revenues of the Project (after payment of all operating expenses, debt service and reserve requirements), throughout the Lease term; and • The Development Agreement includes the City's approval, in its proprietary capacity as owner of the Project, of the preliminary concept plan for the Project. Notwithstanding the preceding, and in further recognition that the design for the Project will evolve as part of the City's regulatory development process, including review and approval by the City's Historic Preservation Board, the Development Agreement also requires the City's approval, in its proprietary capacity, of Project design modifications; and • The Development Agreement includes standard contract protections in favor of the City, including a broad indemnification of the City, payment and performance bonds for construction, City to be named as an additional insured on required policies of insurance, and other contract protections reflecting City's limited participation as lessor of the Property; and • As the Development Agreement contemplates the City Commission's waiver of the parking requirements pursuant to the City Code, the City agrees to provide access for workforce housing tenants to purchase up to fifty-eight (58) monthly parking passes, at the then-applicable City rate; and • Developer shall complete the Project within 48 months following the Effective Date of the Development Agreement (the date the agreement is executed by the Parties and recorded), subject to extension for force majeure events; and • Notwithstanding the foregoing, the Development Agreement shall have a maximum duration of ten (10) years; and • In view of the structure of the transaction, which provides that the City (and its designee, the Ballet) will receive 100% of the Project's net revenues, in the event the Project is unable to obtain zoning approvals or achieve Financial Closing, the parties have negotiated a shared allocation of risk for the payment of Project costs in the event of termination of the Development Agreement due to such closing risks, with a cap on City's financial exposure for Project costs, and with City to receive an assignment of all of the plans and other work product associated with the Project. 5 NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve, following second reading/public hearing, a Development Agreement, as authorized under Section 118-4 of the City Code, and Sections 163.3220 — 163.3243, Florida Statutes, between the City and Servitas, LLC(the"Developer"),which Development Agreement delineates conditions for the development of the City-owned property located at 224 23rd Street, the current site of a surface parking lot (the "Property"), for the Collins Park Artist Workforce Housing Project, a proposed development containing (1) residential workforce housing units, for artists, teachers, and other income-eligible tenants; (2) dormitory housing, intended for use by Miami City Ballet, Inc. (the "Ballet"), to support the Ballet's dance education and other programs or, if agreement with the Ballet cannot be reached, additional workforce housing units; and (3) ground floor retail or cultural space, with the building constructed on the Property to be limited to a maximum height of 75 feet(collectively, the "Project"); further, memorialize the conditions for the City's lease of the Property to Community Finance Corporation, a not-for profit corporation, or an affiliate thereof, for the development, financing, construction and operation of the project (the "Lease"), with the Lease subject to and contingent upon approval by the Planning Board and the City Commission, pursuant to Section 1.03(b)(4) of the City Charter; and further, authorize the Mayor and City Clerk to execute the final Development Agreement. PASSED and ADOPTED THIS 13 day of January, 2021. ATTEST: RA AEL . G NA O, CITY CLERK DAN GELBER, MAYOR 191 9 : IIH(ORP ORAiEO•' APPROVED AS TO :;� FORM & LANGUAGE & FOR EXECUTION City Att mey j'{f}P Date 6 Resolutions-R7 C MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Raul J.Aguila, Interim City Manager DATE: January 13, 2021 11:00 a.m. Second Reading Public Hearing SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, APPROVING, FOLLOWING SECOND READING/PUBLIC HEARING, A DEVELOPMENT AGREEMENT AS AUTHORIZED UNDER SECTION 118-4 OF THE CITY CODE, AND SECTIONS 163.3220 — 163.3243, FLORIDA STATUTES, BETWEEN THE CITY AND SERVITAS, LLC (THE "DEVELOPER"), WHICH DEVELOPMENT AGREEMENT DELINEATES CONDITIONS FOR THE DEVELOPMENT OF THE CITY-OWNED PROPERTY LOCATED AT 224 23RD STREET, THE CURRENT SITE OF A SURFACE PARKING LOT (THE "PROPERTY"), FOR THE COLLINS PARK ARTIST WORKFORCE HOUSING PROJECT, A PROPOSED DEVELOPMENT CONTAINING (1) RESIDENTIAL WORKFORCE HOUSING UNITS, FOR ARTISTS, TEACHERS, AND OTHER INCOME-ELIGIBLE TENANTS; (2) DORMITORY HOUSING, INTENDED FOR USE BY MIAMI CITY BALLET, INC. (THE "BALLET"), TO SUPPORT THE BALLET'S DANCE EDUCATION AND OTHER PROGRAMS OR, IF AGREEMENT WITH THE BALLET CANNOT BE REACHED, ADDITIONAL WORKFORCE HOUSING UNITS; AND (3) GROUND FLOOR RETAIL OR CULTURAL SPACE, WITH THE BUILDING CONSTRUCTED ON THE PROPERTY TO BE LIMITED TO A MAXIMUM HEIGHT OF 75 FEET (COLLECTIVELY, THE "PROJECT"); FURTHER, MEMORIALIZING THE CONDITIONS FOR THE CITY'S LEASE OF THE PROPERTY TO COMMUNITY FINANCE CORPORATION, A NOT-FOR PROFIT CORPORATION, OR AN AFFILIATE THEREOF, FOR THE DEVELOPMENT, FINANCING, CONSTRUCTION AND OPERATION OF THE PROJECT (THE "LEASE"), WITH THE LEASE SUBJECT TO AND CONTINGENT UPON APPROVAL BY THE PLANNING BOARD AND THE CITY COMMISSION, PURSUANT TO SECTION 1.03(B)(4) OF THE CITY CHARTER; AND FURTHER, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE FINAL AGREEMENT. RECOMMENDATION See attached Consolidated Commission Memorandum. Applicable Area Page 1035 of 1954 South Beach Is this a "Residents Right Does this item utilize G.O. to Know" item. pursuant to Bond Funds? City Code Section 2-14? Yes No Strategic Connection Mobility-Support affordable, compatible workforce housing. Legislative Tracking Economic Development ATTACHMENTS: Description o Commission Memorandum o Attachment A- Development Agreement o Attachment B—Ground Lease o Attachment C- Pro Forma n Attachment D - Predevelopment Schedule o Attachment E - Planning Analysis o Attachment F -Appraisal ❑ Resolution o Ad Page 1036 of 1954 MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Raul Aguila, Interim City Manager DATE: January 13, 2021 SUBJECT: COLLINS PARK ARTIST /WORKFORCE HOUSING PROJECT — SECOND READING / PUBLIC HEARING This is a Consolidated Commission Memorandum related to the Collins Park ArtistNVorkforce Housing Project, including the second reading public hearing of the Development Agreement (Agenda Item R7C), the second reading/public hearing of the Ground Lease (R7D), as well as the public hearing relating to the waiver of certain GU zoning regulations, as referenced in the Development Agreement (Agenda Item R7E). HISTORY The Mayor and City Commission have identified the need for workforce and affordable housing in ithe City as a key objective in the City's 2019 Strategic Plan: Through the Lens of Resilience. The City's 2040 Comprehensive Plan prioritizes workforce and affordable housing, with the express goal "to encourage redevelopment that provides workforce and affordable housing" within the City. In addition, in the City's 2019 Strategic Plan, the City has committed to support, develop, coordinate and promote performance, visual and other cultural arts within the City, including elevating the Collins Park Cultural District, where the proposed project is to be located. The City is the owner of the,property located at 224 23rd Street (the "Property"), the current site of a i21-space public parking lot, and desires to redevelop the Property as a mixed-use residential workforce housing development, and further desires to prioritize housing for income-eligible artists and educators(the"Collins Park Artist Workforce Housing Project" or "Project"), to accomplish two of the City's strategic planning objectives. The Miami City Ballet, Inc. (the "Ballet"), South Florida's premier classical ballet company, is a not-for-profit charitable cultural organization, headquartered in close vicinity of the Property, at 2200 Liberty Avenue, Miami Beach, Florida. Page 1037 of 1954 Commission Memorandum Collins Park Workforce Housing January 13, 2021—Second Reading Page 2 of 14 On September 14, 2016, the Mayor and City Commission adopted Resolution No. 2016-29547, selecting The Concourse Group to identify public-private partnership (P3) opportunities to alleviate the cost and other burdens on the City associated with the development of workforce/affordable housing projects on City property, including with respect to the proposed Collins Park Artist Workforce Housing Project. On December 14, 2016, the Mayor and City Commission adopted Resolution No. 2016-29679, approving a height waiver for the Collins Park Artist Workforce Housing Project, to authorize a height of up to 75 feet, finding that the waiver was necessary in order to provide optimal development and to allow for maximum capacity for artist/workforce housing. On January 18, 2019, the City issued a competitive solicitation for the Project (ITN 2019-099-KB), which expressly encouraged proposers to incorporate the participation of the Ballet as part of the Project, in an effort to address the Ballet's dormitory housing needs and program the workforce housing component of the Project with a focus on attracting artists and area educators to the City. On July 17, 2019, the Mayor and City Commission adopted Resolution No. 2019-30908, authorizing simultaneous negotiations with both ITN proposers Servitas, LLC and Atlantic Pacific Communities, LLC. Following the withdrawal of Atlantic Pacific, the City Commission directed negotiation with the sole remaining proposer, Servitas, LLC ("Servitas" or"Developer"). ANALYSIS Overview of the Proposal and Project Delivery Structure The Developer, in collaboration with Community Finance Corp., a not-for-profit corporation that specializes in facilitating capital projects for governmental entities throughout the United States, has proposed a public-private partnership with the City that would advance the City's policy objectives of developing workforce housing in the City. The Developer intends to develop the mixed-use residential workforce housing Project pursuant to a Florida Statute Chapter 163 development agreement entered into between the City and the Developer (the "Development Agreement"). Servitas proposes a 7-story building constructed on the Property, designed by Shulman + Associates in collaboration with PGAL Architects, to be limited to a maximum height of 75 feet, as previously approved by the City Commission, with: Page 2 of 14 Page 1038 of 1954 Commission Memorandum Collins Park Workforce Housing January 13, 2021—Second Reading Page 3 of 14 (1) approximately 80 workforce housing units on the highest five floors: • 50% - 40 studios (average size 403 sf) • 25% - 2�0 one-bedroom units (approx. 518 sf each) • 25% - 20 two-bedroom units (approx. 640 sf each) (2) approximately 32-bed dormitory on the second floor intended for use by the Ballet, to support the Ballet's dance education and other programs (including two private units for Ballet staff)or, if agreement with the Ballet cannot be rea hed, up to 16 additional workforce housing units (3) ground floor retail or cultural space One of the key aspects of the Servitas proposal that distinguishes its proposal from other public-private proposals the City has received is that this Project would ultimately be not-for-profit in character, in that it would be leased by a non-profit entity and used for not-for-profit purposes at all times. As proposed, the City would enter into a development agreement with Servitas to govern the development of the Project, and in addition thereto, a long-term ground lease for they entire property (the "Lease") with a non-profit 501(c)(3) organization, Community Finance Corporation, or an affiliate thereof (the "Ground Lessee"), which would finance the design and construction of the Project with tax exempt bond financing (which would be non-recourse to the City, with principal and interest payable solely from Project revenues). Once the Project is constructed, the Ground Lessee would have overall responsibility for the operation of the Project. Based on the information provided to the City by Servitas, Community Finance Corporation, the proposed Ground Lessee, is a not-for-profit Arizona corporation organized and operated exclusively for the purpose of assisting governments and nonprofits with the construction and financing of public buildings, and accordingly, is operated exclusively for charitable purposes. Community Finance Corp. has participated in over $1.3 billion in P3 projects throughout the United States, including a wide range of governmental and nonprofit uses, such as office facilities, parking structures, public safety/correctional facilities, university facilities, privatized student housing, and infrastructure. Under the proposed structure, Servitas would earn a Development Fee for delivery of the comOeted Project to the Ground Lessee (discussed further below in Section 4), with its fees to be covered by the tax-exempt bonds issued by the Ground Lessee to finance the Project. Following completion of the Project, Servitas would separately contract with the Ground Lessee to provide asset management services to the Ground Lessee. Page 3 of 14 Page 1039 of 1954 Commission Memorandum Collins Park Workforce Housing January 13, 2021—Second Reading Page 4 of 14 Accordingly, if the roject proceeds to a Financial Closing, the Project would be constructed, and managed, with limited City financial participation, and the City would not be responsible for payment of any of Servitas's fees or fbr Project development costs, with limited exceptions discussed more fully herein. Specifically, Servitas proposes for certain pre- development environmental expenses to be covered by the City, if any, subject to reimbursement of the City from bond proceeds at Closing or from surplus revenues later once the Project is completed. See Section 3 below for further explanation. Once the Project is constructed,the Ground Lessee would be solely responsible for the operation and maintenance of the Project, with the intent that the Project would be entirely self-supported by the rental revenues the Project will generate. To the fullest extent possible under applicable law, the Project would be structured to be exempt from ad valorem taxes, pursuant to exemptions that are available for wo rlikforce/affordable housing, and/or otherwise available for properties leased and used for exempt not-for-profit purposes. For this reason, it is anticipated that the Project may be subdivided as a leasehold condominium (consisting of three leasehold condominium units, with one condo unit for the ground floor cultural dor retail space; one condo unit for the dormitory housing, and one condo unit to include all of the workforce housing unit), to preserve the applicable exemptions from ad valorem for the Project, to the fullest extent possible. To the extent the revenues of the Property generate surplus revenues (after payment of all operating expenses, maintenance reserves, and debt service reserves), such revenues would solely inure for the benefit of the City or any other not-for-profit entity designated by the City to receive surplus revenues. Key Lease Terms Address I 224 23rd Street Ground Lessee I Community Finance Corp., a 501(c)(3) entity Upon Financial Closing for the Project, when the Lease Effective financing is in place and all permits and approvals for Date the commencement of construction have been obtained Initial Term 50 years Page 4 of 14 Page 1040 of 1954 Commission Memorandum Collins Park Workforce Housing January 13, 2021—Second Reading Page 5 of 14 Renewals Two renewal terms of 20 years each, on mutual agreement of the parties • Ground lessee will finance development entirely Financing with tax exempt bond financing, which would be non-recourse to the City, with principal and interest payable solely from Project revenues. • Lease is "unsubordinated", meaning that the rights of any lender or bond holders will be subordinate to, and would not otherwise affect, the City's fee interest in the property. • However, as the bond financing for the Project will be secured by a leasehold mortgage, the Lease provides standard "step-in"rights to permit the first city mortgagee to cure defaults in the event the Lessee fails to perform in accordance with the Ground Lease. Project operates as a nonprofit and surplus revenues Rent/ Revenue (after operating expenses, debt service, and reserves)inure to the benefit of the City,as proposed in section 1 below: first, to cover City's development costs, second,to cover the Ballet's rental costs of the 2"d floor dormitory, third, to cover City's costs for the ground floor activation, and fourth, either to the City, or to cover up to 50% of Ballet's potential costs to expand dormitory use, with the balance of revenues to the City. Environmental costs in excess of$20,000 and up to City Financial $200,000, to be reimbursed by Project at Financial Participation Closing or with Project's net revenues, prior to any distribution of net revenues to any other party. Given that the Phase 2 environmental report has now been completed and minimal issues were noted, City is unlikely to expend any significant amount for environmental costs. Once constructed, operation of the facility is entirely self-supported by rental revenues. 1 • Up to HPB approval: Maximum of$500,000 City • After HPB approval but before Financial Closing: Pre-development Maximum of$800,000. Liability (In all instances, City to receive an assignment of all plans and other work product) Page 5 of 14 Page 1041 of 1954 Commission Memorandum Collins Park Workforce Housing January 13, 2021—Second leading Page 6 of 14 Termination for • City: Any time prior to HPB approval Convenience • Developer. Any time prior to Financial Closing Property Manager responsible for facility Maintenance maintenance, utilities, and standards of operation. Each year, City approves operating plan and annual budget Standard terms for the protection of the City, Insurance including insurance requirements and broad indemnification of the City Building Size 72,972 gross square feet (GSF) _47,820 net rentable square feet (NRSF) • Ground floor retail or cultural space (subject to, Uses at the City's election, a master sublease with the City) • • 2nd floor. Miami City Ballet dormitory (subject to master sublease) • Floors 3— 7: approximately 80 workforce housing units, consisting of 50% studios, 25% one- bedroom, 25% two-bedroom units • Income-eligible persons earning at or below 120% AMI, paying rent at maximum of 30% AMI, Workforce with the units available for artists, educators, etc. Tenants per the tiers described in Section 6 below • In addition to the restrictive covenants related to workforce housing as set forth in the Lease, because the project is intended to be financed with tax-exempt bonds, the conditions of the Bond Documents will further ensure that the Property is only used for the workforce housing purposes for which it is intended, and not converted to market rate rental units • First workforce housing project proposed for Public development within the City Benefits • Little financial cost(s)to the City, if any, and all of which will be reimbursed to the City if incurred Page 6 of 14 Page 1042 of 1954 Commission Memorandum Collins Park Workforce Housirng January 13, 2021—Second Reading Page 7 of 14 • Housing for City's cultural arts partner Miami City Ballet, adjacent to its headquarter facility • Option for City to control ground floor programming • Ownership of the building transfers to the City upon expiration of the Lease. • City has option to purchase the Lease prior to the expiration of the term, with the purchase price consisting of the amount of the then-remaining outstanding principal and interest on the Project revenue bonds (if any), plus closing costs and any other fees that may have been otherwise due to the Lessee at the time of the repurchase, if any 1. Participation of Ballet and Distribution of the Project's Annual Net Proceeds. One of the key features of the proposal is that all of the net proceeds, if any, generated from the Project throughout the entire term of the lease (after the payment of all operating expenses, debt service, and maintenance reserves) shall constitute rent to the City and will be dedicated for use by the City Commission (or any other not-for-profit entity designated by the City to receive the "surplus revenues"). A summary of the Project Pro Forma, attached as Exhibit C, indicates annual surplus revenues starting in Project Year 3 and all subsequent years which will inure to the benefit of the City or its designees, as Rent under the Ground Lease. The proposed agreements contemplate that the Ballet will enter into a master sublease for the entire second floor dormitory housing, potentially for a 35-year master sublease, and that the Ballet would pay rent for its use of the second- floor dormitory spacer, in the approximate annual amount of$363,841 in the first rental year, subject to 2% annual increases. This amount is consistent with the amounts Miami City Ballet has previously advised the City that it spends annually in connection with housing for dancers and Ballet participants. The agreements further provide that the Ballet may, at some point in the future, elect to expand its sublease to include additional dormitory housing on the third floor. From a financing perspective, the guaranteed rental income from the lease of an entire floor to a single entity is beneficial to the Project, as stable rental flows reduce the financing risks associated with the Project. Miami City Ballet has proposed that it be designated as a Project beneficiary to receive surplus revenues from the Project, so that if the Project is successful and generates net proceeds, the Project would serve to potentially subsidize and reduce the Ballet's rental obligations with respect to the dormitory floor, and Page 7 of 14 Page 1043 of 1954 Commission Memorandum Collins Park Workforce Housing January 13, 2021—Second Reading Page 8 of 14 thereby free up funds Ifor the Ballet to enhance its cultural and charitable mission to provide dance education and cultural programming, in close proximity to its headquarters in Collins Park. The foregoing benefits for the Ballet presume that the Ballet will ultimately participate in the Project and confirm its long-term commitment via a master sublease for its use of the dormitory floor. In the event MCB determines that it cannot participate in the Project, the second floor would be designed to accommodate approximately 16 additional workforce housing units. City staff is working with Servitas and MCB with regard to the timing for confirming MCB's participation as early as possible in the process, to avoid additional costs or delays associated with the necessary design changes that would be required to convert the dormitory floor to regular workforce housing units. Subject to City Com mission approval of the Ballet as a beneficiary, the Administration proposes that net proceeds be distributed in the following manner: • First, to the City to reimburse any Project costs advanced by the City for the development or construction of the Project. • Second, to the Miami City Ballet, until such time as the Ballet's rental costs for the second-floor dormitory are fully covered • Third, to the City, to cover City's rental costs if City elects to sub- lease the ground floor for cultural activation purposes • Fourth (subject to further negotiation with the Ballet), to cover fifty percent of Ballet's costs in the event the Ballet elects to enter into a subleiase for additional dormitory housing on the third floor, with any balance remaining, if any, being paid to the City. 2. Use of Ground Floor Space, either for Revenue-Generating Retail to Support the Project or for Cultural Activation. Servitas has indicated a willingness to work with the City with respect to the programming for the ground floor, provided, however, that no matter how the space is used, the ground floor needs to generate rental income in order to support the financing for the Project. The most recent proposal includes 5,329 sf of revenue-generating retail and/or cultural space, with separate entrances for both the Ballet dormitory and the workforce housing component. Subject to direction from the City Commission, the proposed agreements provide the City with the option to enter into a master sublease (or have a right of first refusal to do so), for the entire ground floor leasable space (subject to City payment of ground floor rent), in order to curate an appropriate street level activation compatible with the Collins Park Arts and Culture District. To this end, Servitas has proposed annual rent of approximately $27.60 per square foot (current value), incl sive of common area maintenance and utility expenses, Page 8of14 Page 1044 of 1954 Commission Memorandum Collins Park Workforce Housing January 13, 2021—Second Reading Page 9of14 subject to 2% annual increases. The Administration believes that this amount is not inconsistent with current market rate rents for commercial retail. The lease provides that the City must provide notice to the Developer no later than October 1, 2022 whether the City will elect its option to lease back the ground floor space. This notice period assumes that construction will commence in late 2021 and be completed in 2023. Recognizing the ground floor use's vital role in neighborhood placemaking, the Finance and Economic Resiliency Committee ("Finance Committee") recommended that the City should have the ability, at its option, to program the space. In addition, and as set forth above in the proposed flow of funds for the distribution of the net proceeds, the Finance Committee recommended that surplus revenues should be used to subsidize the City's costs in renting the space, following payment to the Ballet to support its dormitory housing. In addition to any annual rental payment by the City as lessee, in order to sub- lease the space to a chosen cultural arts partner, there will be additional costs associated with buildout of the ground floor retail space. The Development Agreement requires Servitas to deliver the ground floor retail space as a baseline shell, with requirements for a minimum amount of base systems and finishing. These minimum baseline requirements are listed in an exhibit to the Development Agreernent. During sub-lease of the ground floor space, the City can elect to negotiate for a financial contribution from the sublessee to help defray costs associated with preparing the space for the intended use. 3. City Contribution for Environmental Remediation Costs for the Project. Servitas will be responsible for obtaining an d paying for environmental reports necessary to determine the scope of work and associated costs of any required environmental remediation, subject to City prior approval. Servitas will cover initial costs up to $20,000 (as a Project reimbursable cost), with the City responsible for amounts in excess of $20,000, up to a maximum City • contribution for environmental expenses of $200,000. In the event that the parties anticipate that remediation costs would exceed $200,000, the City would have a right to terminate the Development Agreement. Any amount expended by the City with respect to the foregoing would be reimbursed to the City at Closing (to the extent such costs are financeable), or from the net revenues of the Project, with the City to receive first priority for payment of such expenses from the net revenues of the Project. Note: Following First Reading, the Developer completed a Phase 2 environmental site assessment, which concluded that the Property would not require environmental remediation. Accordingly, barring any unforeseen discovery during site preparation, the City's potential liability for environmental costs appears to be resolved as a nonissue. Page 9 of 14 Page 1045 of 1954 Commission Memorandum Collins Park Workforce Housing January 13, 2021—Second Reading Page 10 of 14 4. Reimbursement of a Portion of Development Expenses if the Development Agreement is Terminated. Per the Development Agreement, the Developer will earn a Development Fee equal to 7% of hard costs, estimated at approximately $1,474,282. Up through the date of Financial Closing (anticipated for Autumn 2021), Servitas anticipates that it will expend approximately $1,368,100. The developer's Predevelopment Schedule is attached as Exhibit D. The City may terminate the development agreement for its own convenience at any time prior to Hisiioric Preservation Board (HPB) approval (Spring/Summer 2021). Given the unique aspects of the proposed transactions—namely that all of the net proceeds of the Project throughout the entire term will be paid to the City as rent under the Lease -- the Development Agreement provides for a "shared" allocation of risk, with the City to be responsible for reimbursement of certain Project expenses if the Development Agreement is terminated prior to Financial Closing. Specifically, the Development Agreement provides: (i) Prior to HPB approval, in the event the Project cannot proceed due to unforeseeable conditions, the City would be responsible for(1)all Pre- Closing expenses incurred and (2)a portion of the Development Fee that would have been earned as of the date of termination, up to an aggregate total amount n'ot to exceed $500,000, plus Environmental Costs for which the City is responsible, if any. (ii) After HPB approval but prior to Financial Closing, in the event the Project cannot proceed due to specified unforeseeable conditions, the City would not be responsible for any portion of the Development Fee, but would be responsible for a portion of the Developer's Pre-Closing expenses, up to an amount not to exceed $800,000, plus the City's Environmental Costs, if any. Historically, the City has not agreed to reimburse a developer for its development costs. However, none of the prior development agreements the City entered into were structured to provide the City with all of the net revenues of the Project, and accordingly, all of the potential upside, for the entire term of the lease. In September 2020, the Finance Committee recognized the need for a shared allocation of risk in view of the benefits to the City and directed the Administration to negotiate a limitation on the City's exposure. The above monetary caps represent the negotiated compromise between the parties, as the initial proposal contemplated that the City would be responsible for expenses pf up to $1.3 million, significantly higher than currently proposed. Page 10 of 14 Page 1046 of 1954 Commission Memorandum Collins Park Workforce Housing January 13, 2021—Second Reading Page 11 of 14 5. Request for "GU" Waivers to address Minimum Unit Size for the Studio Units and Required Parking. The Property is cu rently in a Government Use (GU) zoning district. In accordance with the requirements of Section 142-425(e) of the City Code, the Development Agreement contemplates that the City Commission would approve the waiver of certain development regulations, specifically: (1) "required minimum unit size"for the studio units (387 sq. ft. per studio unit, rather than the required 400 sq. ft. per unit, if necessary to accommodate the project) and (2) "required off-street parking" for the project (58 spaces). Note: the Developer has agreed that no more than 1/4 of the studio units (10 out of a total of 40 studios)would be constructed just below the required minimum size. As currently proposed, even fewer of the studios will not contain the minimum required unit size. Under the City Code to be eligible for a GU waiver, a property must be either (1) governmental owned or leased, and wholly used by, open, and accessible to the general public, or (2) used by not-for-profit, educational, or cultural organizations. As proposed, the project would qualify for a GU waiver. Considering that the Project evolved out of the City's initiative to redevelop parking assets into mixed-use housing and parking facilities, The Concourse Group originally intended that the housing component's off-street parking requirement would be satisfied in the adjacent garage facility. Accordingly, the Ground Lease requires that an amount of parking spaces equal to the Project's off-street requireme t (58 spaces) will be made available to tenants at the adjacent parking garage (on an as requested basis through the Ground Lessee). Given the foregoing, the Administration supports the waivers. Both the Finance Committee and Planning Board favorably recommended that the City Commission grant them. 6. Waterfall List of Eligible Workforce Housing Residents, in the Event of Insufficient Demand from Artists and Educators At the recommendation of The Concourse Group study, the City Commission directed that the ITN cater to employees of artistic institutions and area educators employed in the City of Miami Beach. (The study recommended broad, inclusive definitions to qualify workers from either industry, e.g. administrators and support staff in nonprofit institutions). These liberally construed definitions for "Artists" and "Area Educators" are provided in the Lease and Development Agreement. Following direction by the City Commission, early childhood educators are specifically included in the definition of teachers. In order that the units not remain vacant, and to ensure that the Project is financeable and has the ability to generate stable rental income streams to meet Page 11 of 14 Page 1047 of 1954 Commission Memorandum Collins Park Workforce Housing January 13, 2021—Second Reading Page 12 of 14 debt service obligations, Servitas has requested that, following a specified period of sixty (60) days of marketing solely to artists and area educators, the Project be permitted to lease the individual units to other persons meeting the workforce housing income criteria. Per City Code, prior to leasing, the building's property manager must provide the City with a marketing plan and offering notice and comply with annual requirements for tenant roster verification by the Housing department. The Lease contemplates implementation of a lottery system to select tenants from an eligible pool and the following incorporates the City Commission's input on First Reading for a proposed "waterfall" list to prioritize eligible residents: (1)Tier 1 — artists practicing in Miami-Dade County; City of Miami Beach employees (including City of Miami Beach law enforcement personnel and firefighters); Area Educators and nurses employed within the City of Miami Beach; and veterans who are either employed within the City of Miami Beach or whose current place of residence is within the City of Miami Beach (2) Tier 2— Income-eligible workers employed in the City of Miami Beach in the hospitality and entertainment industries; and (3) Tier 3—Any other income-eligible workers employed within Miami-Dade County, with priority for income-eligible workers employed within the City of Miami Beach. Land Appraisal Section 82-39(b) of the City Code requires an independent appraisal of the fair market or rental value when the City considers any lease of its property for more than 10 years. The attached Appraisal of Real Property prepared by Cushman & Wakefield (the "Appraisal Report") provides four value conclusions: 1. Current as-is market value of the land (City's fee simple interest) is $6.9 million. 2. Current market value of the land with the Ground Lease in effect is $18 million. 3. Upon Project completion (anticipated 2023), the leasehold will be valued at $20.2 million. 4. Upon Project stabilization (anticipated 2024),the leasehold will be valued at$22.7 million. The foregoing value conclusions demonstrate that the proposed project will add considerable value to the City's asset at little cost to the City. The appraiser's analysis of the market determined that the property is in a desirable residential area where demand for rental product at similar price points has been growing and is forecasted to remain strong in the near term. Importantly, the Appraisal Report suggests that the project is economically feasible and will be self- sustaining. Except as to the appraiser's conservative view of the first few years, Page 12 of 14 Page 1048 of 1954 Commission Memorandum Collins Park Workforce Housing January 13, 2021—Second Reading Page 13 of 14 once the project stabilizes, it will generate considerable net income, all of which would inure to the benefit of the City, sufficient to support the project, the Miami City Ballet, and the City's cultural activation goals for the ground floor. It is also worth noting that this is a challenging transaction for any appraiser to evaluate, because of lack of clear comparables for tax exempt workforce housing/cultural projects like this, which are essentially governmental and non- profit in character. Prior Review of Proiect at Public Hearings On September 23, 2020, the Finance Committee reviewed the Developer's proposed terms and unanimously recommended that the Administration proceed with the proposed Project. On October 18, 2020, the Mayor and City Commission accepted the Finance Committee's recommendation and referred the Project for review by the Planning Board. Pursuant to Section 1.03(b)(4) of the City Charter governing leases of ten years or longer of City-owned property, the Lease requires approval by a majority 4/7 vote of all members of the Planning Board, and a 6/7 vote of the City Commission. On November 17, 2020, the Planning Board unanimously approved the proposed Lease pursuant to the requirements of Section 1.03(b)(4) of the City Charter, and voted to transmit the Development Agreement to the City Commission with a favorable recommendation, in accordance with the City's Land Development Regulations. On December 9, 2020, the Mayor and City Commission unanimously approved on first reading the Development Agreement and Lease. From the dais, the City Commission directed the Administration to incorporate modifications to the waterfall structure for tenant leasing, including inclusion of veteran preference, all of which is detailed in the preceding section. The following documents are attached to this Memorandum: Exhibit A—Development Agreement Exhibit B—Ground Lease Exhibit C—Pro Forma Exhibit D—Prdevelopment Schedule Exhibit E —Planning Analysis Exhibit F —Appraisal Report FISCAL IMPACT STATEMENT Any Project costs advanced or funded by the City will be reimbursed to the City either at Financial losing, or from the Project's net revenues, prior to any distribution of net revenues to any other party. To the extent the revenues of the Property generate surplus revenues (after payment of all operating expenses, maintenance reserves, and debt service reserves), such revenues Page 13 of 14 Page 1049 of 1954 Commission Memorandum Collins Park Workforce Housing January 13, 2021-Second Reading Page 14 of 14 would solely inure for the benefit of the City or any other not-for-profit entity designated by the City. CONCLUSION Following review and consideration of the Development Agreement and Ground Lease, the Administration recommends that the Mayor and City Commission adopt the resolutions approving the GU waivers and execution of the agreements. Page 14 of 14 Page 1050 of 1954 This instrument was prepared by (record and return to): AddressI Address2 Address3 Add ress4 (Space reserved for Clerk) DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (the "Agreement") is made and entered into as of the day of , by and between the CITY OF MIAMI BEACH, a Florida municipal corporation (the"City"), and SERVITAS, LLC(the"Developer"). City and Developer are each a"Party" and collectively are the"Parties"to this Agreement. Introduction A. The property that is the subject of this Agreement lies in Miami Beach, Miami-Dade County, Florida. This Agreement, among other things, is intended to and shall constitute a development agreement between the Parties pursuant to Sections 163.3220-163.3243, Florida Statutes, the "Florida Local Government Development Agreement Act" (the "Act") and Section 118-4 of the City Code. B. The City owns the property located at 224 23rd Street, Miami Beach, Florida, more specifically described in Exhibit "A" (the "Property"), and intends to redevelop the Property as a mixed use residential workforce housing development (as defined in Section 3.48, the "Project"). C. The City also owns the adjacent property located at 227 22nd Street, Miami Beach, Florida (the "Adjacent City farce), which was previously treated as a unified development site, together with the Property, for purposes of the development and construction of the Miami Beach Regional Library building located on the Adjacent City Parcel. D. The Developer desires to develop, design, permit and complete, the Project, substantially as shown on the concept plan (as defined in Section 3.43, the "Project Concept Plan"), on the Property, in accordance with this Agreement. The Developer anticipates that the financing for the development, design and construction of the Project would be obtained through tax-exempt revenue bonds to be issued by Community Finance Corp. (as defined in Section 3.45, the"Project Financing"), pursuant to a long-term lease ground lease between Community Finance Corp. and the City for the operation and management of the Project, upon completion of construction thereof(as defined in Section 3.29,the"Ground Lease"). • E. The City is a Florida municipal corporation with powers and authority conferred under the Florida Constitution, the Municipal Home Rule Powers Act, Florida Statutes and the Miami Beach City Charter and City Code. The City has all governmental, corporate and proprietary powers to enable it to conduct municipal government, perform municipal and 1 Page 1051 of 1954 governmental functions, and render municipal services, including the authority to adopt, implement and enforce (together with any other required governmental approvals) comprehensive plans, zoning ordinances, redevelopment plans, and other police power and legislative measures necessary to assure the health, safety and general welfare of the City and its inhabitants. F. Having fully considered this Agreement at two duly noticed public hearings in compliance with Section 163.3225 of the Act; having determined that the Project, and this Agreement are in compliance with the City's Comprehensive Plan and Land Development Regulations as of the Effective Date; and having further determined that it is in the City's best interest to address the issues covered by this Agreement in a comprehensive manner, in compliance with all applicable laws, ordinances, plans, rules and regulations of the City, the City has agreed to enter into this Agreement with the Developer. G. In accordance with Section 163.3227(1)(h) of the Florida Statutes, the City has determined that the Project will benefit the City and the public, and that the conditions, terms, restrictions and requirements herein are necessary for the public health, safety and welfare of its citizens. The Project will advance the City's policy goals of developing affordable workforce housing options within the City,and of increasing the presence of cultural organizations and artists within the City, while improving the character and appearance of the surrounding neighborhood. NOW, THEREFORE, in consideration of the foregoing, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. Recitations. The foregoing recitations are true and correct and are incorporated herein by this reference. 2. Authority.This Agreement is entered into pursuant to the authority and procedures provided by the Act and Section 118-4 of the City Code. 3. Definitions. All capitalized terms in this Agreement shall have the definitions set forth in this Section unless such terms are defined elsewhere in this Agreement. 3.1 "Acr shall mean the Florida Local Government Development Agreement Act(Sections 163.3220- 163.3243, Florida Statutes (2018)). 3.2 "Affiliate" shall mean any Person that, directly or indirectly, through one or more intermediaries,controls,or is controlled by,or is under common control with another Person. For purposes hereof, the term "control" (including the terms "controlled by" and "under common control with") shall mean ttie possession of a Controlling Interest. Unless the context otherwise requires, any reference to 'Affiliate" in this Agreement shall be deemed to refer to an Affiliate of Developer. 3.3 "Architect" shall mean Shulman + Associates in collaboration with Pierce Goodwin Alexander& Lineille, or any other comparably qualified and duly licensed architectural and engineering firm(s) selected by Developer as the architect of record for the Project ("Architect") in accordance with this Agreement. 3.4 "Area Educators" shall mean any person earning less than 120% of the then-appliable area median income (AMI) for Miami-Dade County (as such AMI is determined 2 Page 1052 of 1954 from time to time in accordance with Chapter 58 of the City Code), who is employed as a teacher or teacher's aide at any public or private school in Miami-Dade County, on a full-time or part-time basis. 3.5 "Artists" shall mean any person earning less than 120% of the then- appliable area median income (AMI) for Miami-Dade County (as such AMI is determined from time to time in accordance with Chapter 58 of the City Code), and who is either (1) actively involved in the practice of creative arts, including, without limitation, in the area of music, dance, drama or other performing arts; creative writing; painting, sculpture, photography, or other fine arts; graphic arts/web design; craft arts; industrial design; costume design; fashion design; and film, television, radio and/or print production; or(2)an employee of a non-profit or governmentally owned museum or other cultural organization works with, displays, or promotes the creative arts. 3.6 "Assignment of Construction Agreements"means a secondary assignment by Developer to the City of all of Developer's right, title and interest in and to the Construction Agreements, which assignrInent shall include a duly executed consent by the Contractor and architect/engineer of recorid and all other Persons having any interests therein, and shall otherwise be in form and substance reasonably satisfactory to the Parties,which assignment shall be executed by Developer solely for the purpose of providing additional security to the City for the performance and discharge of Developer's obligations in this Agreement with respect to the Project, and shall only be exercisable by the City upon the occurrence of an uncured Event of Default by the Developer(if the default occurs prior to the Financial Closing)or the Ground Lessee under the Ground Lease (if the default occurs after the Financial Closing), pertaining to the Project. The Assignment to the City shall be secondary to the step-in rights of the Bond Holders and Trustee in the event of a default under the Loan Agreement. 3.7 "Assignment of Plans, Permits and Approvals" means an assignment by Developer to the City of all of Developer's right, title and interest in and to the approved Permit Plans and Specifications and all Permits and Approvals for the Project, which assignment shall include a duly executed consent by the architect/engineer of record and all other Persons having any interests therein, and shall otherwise be in form and substance reasonably satisfactory to the Parties, which assignment shall be executed by Developer solely for the purpose of providing additional security to the City for the performance and discharge of Developer's obligations in this Agreement with respect to the Project, and shall only be exercisable by the City upon the occurrence of an uncured Event of Default by Developer under this Agreement pertaining to the Project (if the default occurs prior to the Financial Closing) or the Ground Lessee under the Ground Lease (if the default occurs after the Financial Closing). The Assignment to the City shall be subordinate to the step-in rights of the Bond Holders and Trustee in the event of default under the Loan Agreement. 3.8 "Bond" or"Bonds" means the Series 2021 Bonds (as such term is defined in the Ground Lease). 3.9 "Bond Holders" means a person in whose name any Bond is registered on the registration book maintained by the bond registrar in accordance with the Indenture (as such term is defined in the Grou d Lease). 3.10 "Borrower"means( ],a entity organized and existing under the laws of the State of and, to the extent permitted under the Loan Agreement and Ground Lease, its successors and assigns. 3 Page 1053 of 1954 3.11 "Building Permit" shall mean any permit issued by the City of Miami Beach Building Department or Building Official, including any foundation, building, or phase permits. 3.12 "Business Day" shall mean any day other than a Saturday, Sunday, and any federal or state holiday. If any period expires on a day that is not a Business Day, or any event or condition is required by the terms of this Agreement to occur or be fulfilled on a day that is not a Business Day, then such period shall expire, or such event or condition shall occur or be fulfilled, as the case may be, on the next succeeding Business Day. 3.13 "Cy"shall mean the City of Miami Beach, a Florida municipal corporation, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida 33139. In all respects hereunder, City's oibligations and performance is pursuant to City's position as the owner of the Property acting in its proprietary capacity. In the event City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, laws and ordinances (including through the exercise of the City's building, fire, code enforcement, police department or otherwise) shall be deemed to have occurred pursuant to City's regulatory authority as a governmental body and shall not be attributable in any manner to City as a party to this Ag rleement or in any way deemed in conflict with, or a default under, the City's obligations hereunder. 3.14 "City Code" shall mean the Code of Ordinances of the City. 3.15 "City's Consultant" has the meaning provided in Section 19. 3.16 "Commence Construction,""Commencement of Construction"and terms of similar import mean, with respect to the Project,the commencement of bona-fide site work for the Project, including, without limitation, clearing, grubbing, erection of construction fencing, and drainage improvements. 3.17 "Comprehensive Plan" shall mean the comprehensive plan which the City has adopted and implemehted for the redevelopment and continuing development of the City pursuant to Chapter 163 Part II, of the Florida Statutes. 3.18 "Construction Agreements" shall mean those contracts between the Developer and the Contractor, architects, and engineers with whom Developer is in direct privity of contract for the construction of the Project. 3.19 "Contractor" shall mean the Developer's general contractor for the construction of the Project) to be selected by Developer in compliance with the requirements of Section 62 of this Agreement. 3.20 "Controlling Interest" means the power to direct the management and decisions (both major decisions and day-to-day operational decisions)of any Person. 3.21 "Developer" means the persons or entities undertaking the development of the Development Site and the Project, as defined in the preamble to this Agreement, or any permitted successors, assigns, transferees, or heirs thereof. 3.22 "Development Default Deadlines" shall mean those default deadlines set forth in Sections 39(b)through (g) of this Agreement. 4 Page 1054 of 1954 3.23 "Development Dispute" shall mean any contention by Developer that City has unreasonably failed to approve or give its consent to any modifications to any Plans and Specifications pursuant to Sections 10 or 11 of this Agreement, or any contention by City that Developer has not complied with its obligations or responsibilities set forth in those sections. 3.24 "Development Order" means any order granting, denying, or granting with conditions an application for a Development Permit. 3.25 "Development Site"shall mean the area described in Exhibit"B," including, the Property and the Adjacent City Parcel,which would be joined via a Unity of Title(as such term is defined in Section 3.51 below). 3.26 "Development Permit" shall have the meaning set forth in Section 163.3221(5), Florida Statutes (2018). 3.27 "Dormitory Housing" shall have the meaning ascribed to it in Section 3.48(c) of this Development Agreement. 3.28 "Effective Date" is the date when the City or Developer records the executed Agreement in the Public Records of Miami-Dade County, as provided in Section 163.3239, Florida Statutes (2018), and Section 34 of this Agreement. 3.29 "Eligible Residents"shall have the meaning set forth in Section 3.48(f). 3.30 "Execution Date" is the date the last of the required Parties executes this Agreement. 3.31 "Final Approval" shall mean, with respect to the Project Zoning Approval, or any other Permits and Approvals for the Project, that such permit or approval has been finally approved by the issuing governmental or regulatory body. With respect to the Project Zoning Approval,and any other discretionary Permit or Approval requiring a public hearing, it shall further mean that all appeal and qnitations periods have expired, with no challenges or appeals having been made or with all challenges and appeals having been finally disposed of (by judgement, settlement or otherwise). 3.32 "Final Completion" means when all of the work and physical components of the Project have been completed, as evidenced on the date Developer has (1)obtained a final certificate of occupancy for the Project; (2) obtained a certificate from the Developer's Architect, stating that all work for the Project has been performed and punch list items have been corrected and completed; and (3) submitted to the City evidence of(A)the closure of all permits issued by any governmental authority relating to the Project; (B) final lien waivers from the Contractor and subcontractors on the Project, (C)a consent of surety to final payment; (D)a copy of the final "as built" drawings in digital fo-mat reflecting final completion of the Project work, and (E) a copy of warranties, guarantees, duly assigned to the Ground Lessee, and all maintenance and operating instructions, if any for the work. 3.33 "Financial Closing" shall refer to the formal exchange of documents between the Parties, as further described in Section 7 of this Agreement, which closing shall, 5 Page 1055 of 1954 among other provisions, complete the transaction for the Project Financing and thereby secure the funding for the development, design, permitting and construction of the Project. 3.34 "Force Majeure Events" include, without limitation, floods, storms, hurricanes, and other acts of God (including reasonable preparation therefor); war, terrorism, riots, civil commotion, fire, and other casualty; epidemics; pandemics; strikes, lockouts, labor disputes, and any inability to procure, or a general shortage of, labor, equipment, facilities, materials,or supplies in the open market; breakdown of transmission or other systems or facilities; the pendency of any Lawsuit (as defined below) and any unexpired appeal periods thereof at all levels of appeal; and all other causes and circumstances similar to the foregoing. 3.35 "Ground Lease" shall mean that certain Collins Park Artist/Workforce Housing Project lease by and between the City, as Lessor, and Community Finance Corp. or an affiliate thereof, substantially in the form attached hereto as Exhibit "C", as approved via City Resolution No. ,which Ground Lease is to be effective as of the date of the Financial Closing. 3.36 "Ground Lessee" shall mean , a wholly-owned affiliate of Community Finance Corp., a not-for-profit corporation headquartered at 333 N.Wilmot Rd., Suite 227, Tucson, AZ 85711. 3.37 "GU Height Waiver Resolution" shall mean Resolution No. 2016-29679, approving a maximum height of up to seventy-five (75) feet for the Project, attached as part of Composite Exhibit"D" hereto. 3.38 "GU Naiver Resolution"shall mean Resolution No. , adopted by the City Commission following a duly noticed public hearing in accordance with the requirements of the City Code, approving the following waivers of the City's Land Development Regulations, for the benefit of the Project(and attached hereto as part of Composite Exhibit"D"): a. A waiver of the 400 SF minimum unit size requirement in the City Code applicable to 1/4th of the studio units for the Project (10 out of 40 studio units), with such studio units consisting of 387 square feet. b. A waiver of required parking applicable to the Project pursuant to Chapter 130 of the City Code. 3.39 NOT USED. 3.40 "Land Development Regulations" shall have the meaning set forth in Section 163.3221(8), Florida Statutes (2018) and shall also include, without limitation, the definition of"land development regulations" in Section 114-1 of the City Code. 3.41 "Laws" means all ordinances, resolutions, regulations, the Comprehensive Plan, Land Development Regulations,and rules adopted by a local government having jurisdiction affecting the development of land, specifically including the City's Comprehensive Plan and the City's Land Development Regulations. 6 Page 1056 of 1954 3.42 "Loan Agreement" means the [Agreement, Promissory Note, and Mortgage] between and the Borrower, with respect to the loan by to Borrower of the proceeds received from the sale of the Bonds. 3.43 "Material Modification" and words of similar import shall mean (i) any modification that reduces tltie total area of the Project from that shown on the Project Concept Plan or on any subsequently approved Plans and Specifications, as applicable; (ii) any modification that introduces uses at the Project that have not been previously approved by the City and are incompatiblew0 the Project Concept Plan or with any subsequently approved Plans and Specifications, as applicable;or(iii)any modification that substantially diminishes the physical quality of the improvements shown on the Project Concept Plan or on any subsequently approved Plans and Specifications, ae applicable. Any disagreement between the Parties as to whether a proposed modification is a Material Modification shall be resolved by expedited arbitration pursuant to Section 32 of this Agreement. 3.44 "Miami City Ballet" or"MCB" shall mean Miami City Ballet, Inc., a not-for- profit charitable cultural organization headquartered at 2200 Liberty Avenue, Miami Beach, Florida. 3.45 "Permits and Approvals" shall mean the Project Zoning Approval, all Building Permits (including, without limitation, a "full building permit," as defined in the Land Development Regulations),1 and any other Development Orders, Development Permits, or other local, state, or federal permits or approvals required by applicable Laws or Requirements, for the Project, as applicable. 3.46 "Person" means any individual, firm, general or limited partnership, corporation, limited liability company, association, joint venture, estate, trust, unincorporated association, or other entity, and any fiduciary acting in such capacity on behalf of any of the foregoing. 3.47 "Plans and Specifications" shall mean the plans and specifications for the design, development, and construction of the Project, including fully detailed drawings showing the location, character, dimensions, details, and specifications of the work to be done, and comprising all of the written directions, provisions, and requirements for the Project, including detailed technical requirements as to labor, materials, supplies, equipment, and standards to which such work is to be 'performed, prepared by the Architect for the Project, in each case, consistent with the approved Project Concept Plan. As used in this Agreement, the "Plans and Specifications" include, without limitation, the Preliminary Plans and Specifications, the Final Plans and Specifications, the Permit Plans and Specifications, and any approved modifications thereto. 3.48 "Project' shall mean the development, design and construction of the mixed-use residential workforce and dormitory housing project known as the "Collins Park Artist/Workforce Housing Project, awarded pursuant to ITN 2019-099-KB. The Project shall include up to [89,399] sq. ft. of floor area and the following elements: a. Height. A maximum height of 75 feet, approved via the GU Height Waiver Resolution for the Project. b. Ground Floor. A ground floor revenue-generating retail or cultural space(which shall be designed and constructed to meet the Baseline Shell requirements attached 7 Page 1057 of 1954 as Exhibit "0" hereto), containing approximately 5,400 gross square feet, along with an approximately 2,100 sq. ft. lobby space for the Workforce Housing Units (as such term is defined in section 3.48(e) below) and a separate lobby area for the Dormitory Housing, as provided in Section 3.48(c) below. If necessary, the ground floor shall accommodate the Florida Power & Light transformer and/or related electrical systems providing power to the Adjacent City Parcel. c. Dormitory Housing. Up to thirty-two (32)beds of dormitory housing (intended to be occupied by the Miami City Ballet, pursuant to a Master Sublease between the MCB and the Ground Lessee(the"Dormitory Housing"). The Dormitory Housing areas shall have exclusive elevator access to its floor(s) via keycard or other electronic means, along with a dedicated entrance or lobby)space, as provided in 3.48(b)above. Subject to design development, the Dormitory Housing is intended to be located entirely on the second floor of the Project. In the event the Lessee is unable to reach agreement with MCB with respect to the Dormitory Housing, such areas would be developed so as to provide up to sixteen (16) additional residential Workforce Housing Units with such additional Workforce Housing Units subject to the requirements of Section 3.418(e), and with 50% of the units consisting of studios, 25% of the units consisting of one-bedrooms, and 25% of the units consisting of(2) bedrooms. d. Workforce Housing Units. Approximately 80 residential units, and not more than [961 residential units, satisfying the criteria for workforce housing set forth below in Section 3.48(e) below, consisting of: i. Fifty percent (50%) of the units consisting of studios with an average of 403 sq. ft. each; ii. Twenty-five percent (25%) of the units consisting of one (1) bedroom/one (1) bath units with approximately 518 square feet each; and iii. Twenty-five percent (25%) of the units consisting of two (2) bedroom/one (1) bath units with approximately 640 sq. ft. each; and iv. with the final mix of studios, one (1) bedrooms, and two (2) bedrooms subject to City Manager approval, as the design progresses through permitting (collectively, all of the foregoing residential units, along with any residential units that may be developed on the second and/or third floor if such areas are not leased to MCB for Dormitory Housing, the "Workforce Housing Units"). e. All Workforce Housing Units shall be marketed and rented solely to eligible individuals earning less than 120% of the area median income for Miami-Dade County ("AMI"), consistent with all applicable requirements relating to workforce housing as provided in Chapter 58 of the City Code,with approximately fifty percent(50%)of such units rented to tenants earning less than 80% of AMI, and the remaining units rented to tenants earning between 80% and 120% AMI. The monthly rent for the Workforce Housing Units shall not exceed 30% of the applicable AMI. f. The Ground Lease shall include provisions providing for outreach to eligible tenants for the Workforce Housing Units, along with priority of booking of tenants for the Workforce Housing Units as follows: Tier 1 — Income-eligible Artists practicing in Miami- Dade County; City of Miami Beach employees, including, without limitation, City of Miami 6 Page 1058 of 1954 Beach law enforcement personnel and firefighters; Area Educators and nurses employed within the City of Miami Beach; and veterans who are either employed within the City of Miami Beach or whose last place of residence was within the City of Miami Beach; ii. Tier 2 — Income eligible workers employed within the City of Miami Beach in the hospitality and entertainment industries; and iii. Tier 3 — Any other income-eligible workers employed within Miami-Dade County, with priority for income-eligible workers employed within the City of Miami Beach (collectively, the "Eligible Residents"). g. Any Workforce Housing Unit remaining vacant for at least sixty (60) consecutive days may be offered and leased to any other eligible individuals earning less than 120% of AMI in a subsequent tier (whether or not such individuals are Artists or Area educators). h. The Project Budget and Project Financing shall be expressly structured to comply with all requirements set forth in his Agreement and the Ground Lease with respect to the Workforce Housing Units. i. With respect to the Workforce Housing Units, any rentals for a period of less than six months and one day shall be strictly prohibited. 3.49 "Project Budget" shall mean the good-faith estimate for the Project Costs to be paid to any Party or third parties not Affiliates of Developer or Ground Lessee (unless such Project Costs paid to Affiliates of Developer or Ground Lessee are at fair market value and with notice to the City), in the design, permitting, development, construction and equipping of the Project, with the final proposed budget being subject to approval by the City Manager. 3.50 "Project Concept Plan" shall mean the plans, designs, and drawings, illustrating the proposed concept for the Project,which approved plans are attached in Exhibit"E." 3.51 "Proiect Costs" shall mean all of the actual, verifiable costs and expenses directly related to the development, design, permitting, financing, construction, furnishing, equipping and maintenance of the Project. 3.52 "Project Financing" shall mean the financing obtained by the Ground Lessee to fund the design' development, permitting, construction, furnishing and equipping of the Project, and which financing shall be non-recourse to the City and subordinate to City's fee interest in the Property. 3.53 "Proiect Opening' shall mean the date the Project is open to the general public for occupancy by P'oject tenants (including MCB and tenants of the Workforce Housing Units). 3.54 "Project Proceeds" shall mean the annual surplus or net revenues of the Project, if any, after payment of all Project operating expenses and satisfaction of all debt service and maintenance reserve requirements for the Project, and more fully described as the Net Available Cash Flow in the Ground Lease and Indenture. 9 Page 1059 of 1954 3.55 "Recognized Lender(s)" or"Issuer" shall mean the chosen bond issuer for the Financial Closing. 3.56 "Requirements" shall mean any and all laws, constitutions, rules, regulations, orders, ordinances, charters, statutes, codes, executive orders and requirements of all governmental authorities having jurisdiction over a person, the Project, and/or the Property or the Development Site. 3.57 "Substantial Completion" and words of similar import shall mean, with respect to the Project, that'such component has been completed in accordance with the Permit Plans and Specifications and the requirements of Section 17 have been satisfied, and such component is able to be occupied for its intended purpose, except for so-called "punch list" items (including, without limitation, adjustments to equipment, fixtures, landscaping, and similar items of work) that can be completed after occupancy has been taken without causing substantial interference with the use of such component. 3.58 "Trustee" shall mean [ [a national banking association], and any successor trustee under the Indenture, acting in its trust capacity. 3.59 "Unity of Title"shall mean the unity of title joining the Property and Adjacent City Parcel as part of the Development Site, substantially in the form attached as Exhibit "F." Except for the participation of the Adjacent City Parcel under the Unity of Title, nothing in this Agreement or in any other agreement relating to the Project shall in any way affect or alter the continued use of the Adjacent City Parcel as a public library, pursuant to the City's Amended and Restated Library Interlocal Agreement with Miami-Dade County, approved via Resolution No. 2020-31386. PROJECT DEVELOPMENT 4. Initial Rights.and Obligations of City and Developer. a. Subject to the terms herein, Developer shall cooperate with the City and shall be responsible for: (a) the selection, contracting, and supervision of the Architect, Contractor, and any other design, engineering, construction, or other professionals necessary for the planning, design, permitting, financing, construction, and overall development of the Project. As Developer for the Project, Developer shall have the exclusive right to develop the Project in accordance with this Agreement. b. Following approval by the City Manager of a plan for the Project Financing (as described mere fully in Section 7 below), Developer will: (a)endeavor to satisfy the requirements of the proposed Project Financing; (b) negotiate of the terms of the financing documents; and (c) achieve Financial Closing as expeditiously as possible, subject to mutual agreement of the Parties, Ground Lessee, and the Recognized Lenders. c. The Parties agree to pursue all development activities pertaining to the Project with a cooperative, good faith effort, with due diligence, including without limitation, the development services to be performed by Developer(the"Development Services,"as set forth in Exhibit"G"). d. As described more fully throughout this Agreement, Developer shall: (i) enter into and administer contractual agreements with Project consultants, (ii)work with 10 Page 1060 of 1954 the Architect to complete the design of the Project, which shall be designed to the maximum extent possible to permit construction of the Project within the approved final Project Budget; (iii) secure the necessary Final Approvals of all Permits and Approvals for the Project; (iv)work with the Contractor to price the Plans and Specifications; (v)work with the Bond Underwriter to create a plan of finance for the Project; (vi) arrange for the Ground Lessee (or other parties, as applicable) to execute acceptable construction, architecture, financing, management, and/or other appropriate contracts (as applicable)at Financial Closing, (vii)submit a final Project Budget to City, and (viii) arrange the Project's Financing and the Financial Closing, the terms and conditions of each of the agreements and other matters identified in the foregoing items(i)through (viii) being subject in all respects to the prior approval of City. Subject to the occurrence of the Financial Closing, Developer shall thereafter schedule and monitor the commencement and completion of the Project construction, in accordance with all applicable Requirements, this Agreement, the Ground Lease, and other Project related agreements. e. City GU Waiver Resolution. The Parties acknowledge that in addition to the previously approved GU Height Waiver Resolution for the Project, the Parties anticipate that the City Commission will consider adoption of the GU Waiver Resolution, at its sole discretion, contemporaneously with the City Commission's final approval of this Agreement. This Agreement is subject to and contingent upon the adoption of the GU Waiver Resolution, as the Project, as currently contemplated, cannot proceed without the waivers of the City's Land Development Regulations set forth in the GU Waiver Resolution and GU Height Waiver Resolution. The Parties acknowledge that this Agreement does not obligate the City Commission to adopt the GU Waiver Resolution, and that the City Commission retains the sole and absolute discretion, subject to applicable Laws and Requirements, whether to adopt, adopt with changes, or decline to adopt the GU Waiver Resolution. In the event the GU Waiver Resolution is not adopted, or is adopted with terms or conditions that are inconsistent with this Agreement, the Administration and Developer will either(i)determine whether any such terms or conditions could be accommodated within the Project, (ii)submit a revised request for consideration of a waiver of any applicable Land Development Regulations; or (iii) terminate this Agreement in accordance with Section 42 hereof. f. Preliminary/Target Project Schedule. The Developer agrees to the following target schedule for Project milestones, provided, however,that failure to meet the target milestones set forth in this Section 4(f) shall not constitute an Event of Default under this Agreement. Project HPB Approval: within five (5) months following execution of the Development Agreement; ii. Financial Closing: within three (3)months following all Final Approvals of all Permits and Approvals for the Project; iii. Commencement of Construction: within one (1) month following Financial Closings iv. Substantial Completion of Project: within twenty-two (22) months following Commencement of Construction; and 11 Page 1061 of 1954 v. Project Opening: within two (2) months following Substantial Completion of the Project. g. Miami City Ballet's Participation in the Project. The intent of the Parties is for MCB to participate in the Project pursuant to a master sublease with the Ground Lessee for the rental of the Dormitory Housing areas for the Project, with MCB to be solely responsible for coordinating the use of the Dormitory Housing areas by MCB dancers, registered MCB program participants, and MCB personnel only. i. To the fullest extent possible under applicable law, the Parties will structure MCB's participation so that the Dormitory Housing is exempt from ad valorem taxation. MCB is also intended to be a designee of a portion of the Project Proceeds, as provided in the Ground Lease. ii. Short-term leases of the Dormitory Housing areas shall be permitted, provided such short-term leases are available only to MCB dancers or MCB-registered program participants. iii. As an alternative to the MCB using the Dormitory Housing, if needed, in the future, the Dormitory Housing area will be designed for conversion to additional workforce housing. The Development Agreement will include an outside date by which the MCB must confirm its binding participation in the Project, to permit the Ground Lessee/Developer to obtain the appropriate HPB approvals (for either Dormitory Housing or Workforce Housing Units) and required financing for the Project. iv. The Ground Lease shall specify that the City and MCB shall be designated as the beneficiaries of the Project Proceeds, subject to City's priority right to reimbursement of any Project Costs advanced or funded by the City pursuant to this Agreement or the Ground Lease, prior to the distribution of any Project Proceeds to the MCB or any other party, or for any other purpose. v. The MCB shall have a right to request an expansion of the master sublease for Dormitory Housing, so as to cover the entire second and third floor of the Project (the "Additional Dormitory Housing"), provided, however, that any such expanded sub- lease shall not cause for any reduction in anticipated Project Proceeds, or otherwise require Project reserves to be expended (i.e., if the conversion involves vacancies prior to the turn over to MCB). Such request shall be filled by allowing any then-existing Occupancy Agreements to naturally expire, and leasing individual units to MCB as they become available, until the entirety of both floor(s) may be master sub-leased to the MCB. Any costs associated with the conversion of such spaces to Dormitory Housing,including unification of the second floor and third floor areas, shall be at the MCB's sole expense. Subject to final agreement with respect to the Additional Dormitory Housing in MCB's master sublease,the proposed structure contemplates that the MCB will enter into the master sublease for the Additional Dormitory Housing and begin making payments thereon upon the expiration of the first Occupancy Agreement, with MCB receiving a credit against such rent payments in the amount of all rents received,dollar-for-dollar, under then- existing Occupancy Agreements covering the Additional Dormitory Housing areas, until such time as all such Occupancy Agreements have expired. 12 Page 1062 of 1954 • h. Tax Exempt Status of Project/ Exemptions from Ad Valorem. The arties expressly agree to structure the transaction (and the terms thereof) so that, to the fullest extent possible under applicable law, the Project will be exempt from ad-valorem taxes. In order to obtain such exemptions, the Project may, if necessary, be subdivided as a leasehold condominium (subject to the Ground Lease), to provide for: i. one leasehold condominium unit for the entire ground floor space (which will be either retail or cultural space, subject to City Commission approval); ii. one leasehold condominium unit for the MCB Dormitory Housing; and iii. one leasehold condominium unit for the Workforce Housing Units of the Project. iv. If a leasehold condominium must be created to accomplish the exemption from ad valorem taxes for the Project, all costs associated with creating the condominium structure for he Project shall be included as Project Costs, payable by Developer and/or Ground Lessee. PROJECT FINANCING, PROJECT BUDGET AND FINANCIAL CLOSING 5. Project Financing. Subject to City approval of the final proposed financing agreements and plan of finance for the Project, and the Financial Closing, all of the Project Costs shall be paid by the proceeds of the Project Financing. The Project Financing will involve Ground Lessee use of tax-exempt evenue bonds (with the exception of a small taxable portion, should taxable debt be required) issued by a local authority, with the bonds secured by a pledge of the rental and other revenues received by Ground Lessee in connection with the operation of the Project. Citigroup, Inc., or any other comparable firm selected by Servitas, shall serve as the bond underwriter for the Project(the "Bond Underwriter"). a. Rights of Ground Lessee and Recognized Lenders. The financing documents and Ground Lease will contain certain step-in rights and cure provisions for the bond holders and Recognized Lenders for the Project. Pursuant to the Ground Lease, City shall maintain its fee interest in the Property, and the Ground Lessee shall maintain ownership and control of the leasehold improvements during the Ground Lease term. b. No Affordable Housing Tax Credit/Subsidv Arrangements. The Project Financing does no contemplate any affordable housing governmental subsidy, grant or tax credit arrangements as'part of the plan of finance. c. Responsibility for Project Financing. In no event shall Developer have any financial obligations with respect to the Project Financing, except to guaranty the completion of construction, as such financial obligations shall be the sole responsibility of the Ground Lessee, pursuant to the Ground Lease, subject to and contingent upon the Financial Closing. Similarly, in no a vient shall City have any financial obligations with respect to the Project Financing, including, without limitation, any pledge of City revenues unrelated to the Project, or any City guarantee or covenant to budget and appropriate from non-ad valorem or other sources. 13 Page 1063 of 1954 d. City's Fee Interest in the Property. City's fee interest in the Property shall be senior, and not subordinated to, any Project Financing obtained by the Ground Lessee, and all Project Financing shall be non-recourse to the City and MCB. Under no circumstances shall the Project Financing include any mortgage or lien on City's fee interest in the Property. 6. Project Budget. a. The initial Project Budget, including the budget for Project Costs to be incurred prior to the Financial Closing ("Pre-Closing Expenses") and a general timeline for when the Pre-Closing Expenses will be expended, is attached hereto as Exhibit"H". b. Developer's Fee. The development fee payable to Developer for all services provided by the Developer until the Final Completion of the Project shall be equal to 7% of the total costs of design, construction, furnishing and equipping of the Project ("Development Fee"). Based on current pricing, the total Development Fee will be approximately $968,000, with the final Development Fee subject to adjustment based on the final approved Project Budget for the Project. The Development Fee shall be earned throughout the development process leading to Financial Closing (and payable as provided in Section 61 below, as follows: Milestone Description Development Fee Earned Schematic Design Approval 20% Design Development Approval 40% HPB Approval 60% 100% Construction Drawings 80% Approval Issuance ofl the Preliminary 100% Offering Statement c. Payment of Development Fee. Though deemed fully earned as of the date of Financial Closing, the Development Fee shall be payable by the Ground Lessee from the proceeds of the Financial Closing, as follows: 50%at Financial Closing,40% in equal monthly installments during construction and 10% at Final Completion of the Project. d. Project Costs Covered By Developer Prior to Financial Closing. Except for such Project Costs as may be advanced by the City pursuant to this Agreement, the Developer shall advance, and pay for, all Pre-Closing Expenses or other Project Costs incurred by the Developer, with all such Pre-Closing Expenses or other Project Costs to be reimbursed to Developer at Financial Closing. Following the Financial Closing, all Project Costs shall be paid from the proceeds of the bonds issued as part of the Project Financing, in accordance with the Project Financing agreements and the Ground Lease. e. Project Costs Covered by City Prior to Financial Closing. Subject to reimbursement to the City as provided in Section 6(f) below, the City shall be responsible for those'mutually agreed-upon Project Costs relating to environmental remediation expenses, as provided in Section 14 below, and (ii) any other Project Costs the City agrees to advance for the Project with the prior written approval of the City Manager and Developer, including City's appraisal costs and the F.A.R. survey prepared by MC Harry&Associates. Except to the limited extent as specified in this Section 61, the City shall not have any liability or responsibility for the payment of any Project Costs, and all such Project Costs shall be payable from the proceeds of 14 Page 1064 of 1954 the Project Financing, and otherwise borne by either Developer or the Ground Lessee, at their sole risk. f. Reimbursement to City for Project Costs. All Project Costs advanced or covered by the City shall be reimbursed to the City at the Financial Closing, to the fullest extent that such City expenses could be capitalized along with other Project Costs as part of the principal aggregate par amount of the bonds issued as part of the Project Financing, subject to satisfaction of debt coverage requirements. Any Project Costs paid by the City that remain unreimbursed at the Financial Closing shall be reimbursed to the City from the annual Project Proceeds, prior to use of Project Proceeds for any other purpose. 7. Financial Closing. The Financial Closing shall occur on a date mutually agreed upon by City, Developer, and Ground Lessee, but in no event later than ninety (90) Business Days after the date on which Developer has obtained Final Approval of the Project Zoning Approval, and Final Approval of all Permits and Approvals to Commence Construction of the Project, subject to the termination provisions in Section 42 below. At the Financial Closing, the Developer and City shall perform the following: a. City and Ground Lessee shall deliver a duly executed copy of the Ground Lease, to be effective as of the date of the Financial Closing. b. MCB and Ground Lessee shall deliver a duly executed copy of the Master Sublease for the MCB Dormitory Housing; c. The City shall execute the Unity of Title, to be recorded by the Developer simultaneously with the Ground Lease. d. Developer shall deliver the executed Construction Agreements for the Project. e. Ground Lessee, Issuer and Trustee shall deliver executed Loan Agreement and Trust Indenture and all other documents necessary for the sale of the Bonds. f. Declaration of Leasehold Condominium, if applicable. 8. City's Continued Use of the Property Until Financial Closing. The City shall continue to use the Property as a surface parking lot,open to the general public, until the Financial Closing, unless the City Manager, at the City Manager's sole discretion, agrees to authorize any early access work on the Property, prior to the Financial Closing. The Developer shall not commence construction of the Project prior to the Financial Closing. DESIGN AND DISCRETIONARY APPROVALS 9. City Cooperation. a. Developer acknowledges that applications for design review approval for the Project may lawfully be approved only with the City's joinder. The City, in its proprietary capacity, hereby covenants to cooperate with Developer and agrees to join and execute all applications and supporting documents as Developer may reasonably request of the City in connection with Developer's pursuit of any Permits and Approvals for the Project, so long 15 Page 1065 of 1954 as the same are not materially inconsistent with this Agreement. Notwithstanding the foregoing, the City may revoke such proprietary consent if the Developer terminates or is in material default of this Agreement,and, upon such revocation,the City may, in its governmental capacity,withhold issuance of any Permits and Approvals for the Project that require the City's proprietary consent for issuance. 10. Project Approvals. a. Developer shall be responsible for the development, design, permitting, and construction of the Project, as part of the reimbursable Project Costs, and for obtaining any development approvals that may be required in connection with the Project. b. The design of the Project shall be substantially in accordance with the design shown in the Project Concept Plan, except to the extent that changes thereto have been negotiated with, and approved, by City. To the maximum extent possible, the Project shall be designed to permit construction of the Project within the approved Project Budget. c. Developer acknowledges that development of the Project, based on the Project Concept plan, will require design review approval by the City's Historic Preservation Board ("HPB") (the "Project Zoning Approval"). Developer shall be solely responsible for obtaining the approval of the City's Historic Preservation Board, and, subject to applicable Laws and Requirements, the HPB shall have no duty or obligation to approve any particular design. d. Developer shall diligently prepare an application seeking design review approval of the Project (the "Project Zoning Application"). The application, prepared by Developer, shall be submitted on behalf of Community Finance Corporation, as the not-for profit entity with a controlling interest in the Lessee (a wholly-owned affiliate of Community Finance Corp.), and accordingly, the application shall be co-signed by a representative of Developer, Community Finance Corporation and the City. Prior to submission of the Project design to the HPB, Developer shall submit to City (acting in its proprietary capacity as owner of the Property) all of the preliminary Plans and Specifications for the Project, which shall include, but not be limited to, a detailed site plan, elevations, and landscape plan for the Project (the "Preliminary Plans and Specifications"){ which shall be submitted to the City Manager for approval. At a minimum, the Preliminary Plans and Specifications shall be developed in accordance with the Project elements and other requirements set forth in this Agreement, and to ensure that the security needs for the Dormitory Housing areas are accommodated (including, without limitation, a separate entrance area, with exclusive elevator access via keycard or other electronic means for the Dormitory Housing area). e. The City Manager shall review the Preliminary Plans and Specifications for general consistency with the Project Concept Plan and the requirements of this Agreement. The City Manager(or the City Commission pursuant to Section 60)will not withhold, delay, or condition the City's proprietary approval so long as the proposed Project substantially accords with the Project Concept Plan, Ground Lease, and this Agreement in all material respects, or contains only those material changes that were previously negotiated with, and approved, by City in its proprietary capacity. If the City Manager(or the City Commission pursuant to Section 60) disapproves the Preliminary Plans and Specifications, then Developer shall, at its election, either (x) submit the City's disapproval to expedited arbitration pursuant to Section 32 as to the reasonableness of the disapproval,or(y)submit a revised modification to the Preliminary Plans and Specifications io meet the City's objections, which revised modification shall be 16 Page 1066 of 1954 submitted and reviewed asprovided in Section 10. The Developer may not file, and the City shall not join, the Project Zoning Application until the City Manager(or the City Commission pursuant to Section 60) has approved the design of the Project in the City's proprietary capacity. f. After the City Manager has approved the design of the Project in its proprietary capacity, the Developer shall diligently pursue the approval of the Project Zoning Application through the issi4ance of an HPB Order(the"Proiect Zoning Approval"). Developer will endeavor to have the Project Zoning Applications heard by HPB within twelve (12) months following the Effective Date!of this Agreement, but the failure to do so will not be deemed an Event of Default. g. Developer acknowledges that review of the Project Zoning Application by the City and its boards is quasi-judicial,and that nothing in this Agreement obligates the City to approve that application or limits the quasi-judicial authority of the City and its boards to impose conditions or take any action on the Project Zoning Application as provided by the City Code. If the Project Zoning Application is denied by the City, or if it is approved by the City with any terms, conditions, or obligations that were not reasonably foreseeable and significantly increase the anticipated Project Costs and therefore render the Project economically unfeasible, then the Developer may elect to: (i) diligently prepare revised applications requesting the Project Zoning Approval for a revised Project after proprietary approval by the City Manager as set forth above; (ii) exercise any rights of appeal or redress the Developer may have; or(iii)terminate this Agreement in accordance with Section 42. h. Upon receipt of the HPB's approval of the Project, Developer shall prepare plans and specifications for construction of the Project, consistent with the Preliminary Plans and Specifications, as approved by the HPB, if applicable, for confirmatory review by the City Manager(the"Final Plans and Specifications"). Developer shall pursue approval by the City Manager of the Final Plane and Specifications diligently and in good faith. The Final Plans and Specifications shall be reviewed by the City Manager for consistency with the Preliminary Plans and Specifications as the same have been modified by the HPB, if applicable. If the City Manager (or the City Commission pursuant to Section 60)disapproves the Final Plans and Specifications, then Developer shall, at its election, either(x)submit the City Manager's disapproval to expedited arbitration pursuant to Section 32 as to the reasonableness of the disapproval, or (y) submit a revised modification to the Final Plans and Specifications to meet the City Manager's objections, which revised modification shall be submitted and reviewed as provided in Section 10. Nothing in this paragraph shall o ligate the City to accept Final Plans and Specifications that are inconsistent with the Preliminary Plans and Specifications except for those inconsistencies that are necessitated by the Project Zoning Approval or by the Requirements. 11. Material Modifications to Plans and Specifications. a. If Developer desires to implement Material Modifications to previously approved Plans and Specifications, Developer shall submit any such modified Plans and Specifications to the City Manager for approval in the City's proprietary capacity. Such modified Plans and Specifications shall clearly indicate, by "ballooning", highlighting, blacklining or describing in writing in sufficient detail in a memorandum accompanying such modified Plans and Specifications, all such proposed Material Modifications to the Plans and Specifications. Promptly after its receipt of the proposed Material Modifications, the City Manager shall notify Developer in writing, with specificity of any Material Modifications of which City disapproves, it being agreed, however,that the City Manager's failure to notify Developer of its disapproval within fifteen (15) Business Days of its receipt of the proposed Material Modifications shall be deemed 17 Page 1067 of 1954 to constitute City's conclusive approval of such modified Plans and Specifications. Notwithstanding anything to the contrary, City shall not unreasonably withhold, condition, or delay the City's approval of any modifications to the Plans and Specifications that, regardless of materiality, are necessitated by Requirements or as a result of a drafting, coordination, mechanical or technical error in the Plans and Specifications, and all such modifications shall be deemed approved by the City in its proprietary capacity. b. If the City Manager(or the City Commission pursuant to Section 60) disapproves any proposed Material Modifications to the Plans and Specifications,then Developer shall submit revised Plans and Specifications or a revised modification to the Plans and Specifications to meet the City Manager's objections, which revised Plans and Specifications or revised modification shall be reviewed as provided in Section 11(a), as applicable. BUILDING PERMITS 12. City Joinder: The Developer acknowledges that until the Financial Closing, no Building Permit may be issued without the City's joinder to such application, as the owner of the Property. The City agrees, upon Developer's request,to join any application for a Building Permit for the Project, so long es the same are not materially inconsistent with this Agreement. Notwithstanding the foregoing, the City may revoke such proprietary consent if the Financial Closing does not take place within six (6) months following the Final Approval of all Permits and Approvals, or if Developer terminates or is otherwise in material default of this Agreement, and, upon such revocation, the City may, in its governmental capacity, withhold issuance of any Building Permits for the Project that require the City's proprietary consent for issuance. 13. Prerequisites to Project Building Permit. Prior to submitting an application for a Building Permit for the Project, Developer shall prepare and submit to City(acting in its proprietary capacity as owner of the Property), for review and approval by the City Manager, the Plans and Specifications intended to be used to obtain the required Building Permit (the "Permit Plans and Specifications"). If such submitted Permit Plans and Specifications contain Material Modifications to the Final Plans and Specifications approved by the City Manager following HPB approval in accordance with Section 101 above (or any more recently modified Plans and Specifications approved in accordance with Section 11(a) above), then such Permit Plans and Specifications shall clearly indicate, by"ballooning", highlighting, blacklining or describing in writing in sufficient detail in a memorandum accompanying such Permit Plans and Specifications, all such Material Modifications. Promptly after its receipt of such Permit Plans and Specifications, and not later than fifteen (15) days of City's receipt of the proposed Permit Plans and Specifications, the City Manager shall notify Developer, in writing, of the City's proprietary approval of the Permit Plans and Specifications, or otherwise describing, with specificity, the basis for such disapproval of any Material Modifications of which the City Manager disapproves. Further, whenever Developer advises the City Manager in writing, and the City Manager agrees with Developer in writing, that the Permit Plans and Specifications, as approved as herein provided above, are complete and sufficient and suitable to construct, furnish and equip the entire Project in accordance with the provisions of this Agreement, such written agreement shall be deemed to constitute City's conclusive approval of all modifications and inconsistencies,whether or not the modifications are highlighted, in such Permit Plans and Specifications. Notwithstanding anything to the contrary, City shall not object to any modifications to any Plans and Specifications (i)that are not Material Modifications, or (ii) that, regardless of materiality, are necessitated by Requirements or as a result of a drafting, coordirliation, mechanical or technical error in the Plans and Specifications, and all such modifications shall be deemed approved by the City in its proprietary capacity. 18 Page 1068 of 1954 CONSTRUCTION OF PROJECT 14. Environmental Conditions. As part of the services provided by Developer under this Agreement, the Developer shall be responsible for performing any environmental remediation which may be required for the Project to proceed, subject to reimbursement of environmental- related expenses either as part of the Project Costs, or otherwise as provided herein. The Developer shall accept the property in its"AS IS"condition, subject to review of the environmental Phase I and II and geotechnical reports to be obtained for the Project. a. The Phase I, Phase II and geotechnical report (collectively, the "Environmental Reports"),shall be completed as early as possible,to permit the Parties to budget accordingly and/or determine whether the costs of environmental remediation or related work render the Project unviable. Developer shall be responsible for obtaining and paying for the Environmental Reports, subject to City's approval of the costs thereof (which costs shall be subject to reimbursement as provided below). b. Following completion of the Environmental Reports, Developer shall promptly, and not later than forty-five (45) days following receipt of the Environmental Reports, estimate the costs',for all work that may be reasonably anticipated for any environmental restoration, stabilization or remediation for the Project, including an appropriate contingency (the "Environmental Costs"), which estimate shall be subject to City's review and approval. c. The Environmental Costs shall be treated as reimbursable Project Costs, with payment for such Environmental Costs covered as follows: The Developer shall be responsible for the initial Environmental Costs for the Project (inclusive of the costs of the Environmental Reports), up to the aggregate amount of$20,000.00 (the "Baseline Environmental Costs"), which costs shall be reimbursable as Project Costs. ii. City shall be responsible for Environmental Costs in excess of the Baseline Environmental Costs, up to the aggregate amount of$200,000.00 ("City's Maximum Contribution"). Th"e City[s Maximum Contribution, or any portion thereof, spent on the environmental-related Project Costs, shall be reimbursable to the City as Project Costs, either at the Financial Closing (to the fullest extent possible in accordance with Section 6(d)) or from the Project Proceeds, with City to be reimbursed for Environmental Costs prior to the use of Project Proceeds for any other purpose. iii. Following receipt of Developer's estimate of the Environmental Costs for the Project, if the City determines that the estimated Environmental Costs are likely to exceed the City's Maximum Contribution, City shall promptly provide Developer with notice thereof, to permit Developer the opportunity to determine whether financing may be obtained sufficient to cove j any amounts in excess of City's Maximum Contribution, as part of the Project Financing. If such financing cannot be obtained, either Party shall have the right to terminate this Agreement for lack of funding. In the event of termination of this Agreement for lack of funding pursuant to this subsection I, City shall reimburse Developer in accordance with Section 42(a) of this Agreement. 19 Page 1069 of 1954 iv. If the Agreement is not terminated and the Project otherwise proceeds, in no event shall City be responsible for any Environmental Costs in excess of City's Maximum Contribution. 15. Conditions Precedent to Commencement of Construction of the Project. a. Developer shall not Commence Construction of the Project or any Phase thereof unless and until: i. the Financial Closing shall have occurred; ii. Developer shall have obtained and delivered to City's Consultant copies of all Permits and Approvals required to Commence Construction of the Project; iii. Developer shall have delivered to City original certificates of the policies of insurance required to be carried pursuant to the provisions of Exhibit "I" to this Agreement; iv. Contractor shall have furnished to City the Payment Bond and Performance Bond required by Section 15(d); v. City Manager (or the City Commission, pursuant to Section 60)shall have approved the Permit Plans and Specifications, as provided in Section 11; vi. City Manager (or the City Commission, pursuant to Section 60)shall have approved the Project Budget(including the final estimate for Environmental Costs, and City's contribution for Environmental Costs in accordance with Section 14 of this Agreement); vii. Developer shall have delivered to the City a duly executed original Assignment of Construction Agreements for the Project, and a duly executed original Assignment of Plans, Permits and Approvals for the Project; and viii. Contractor shall have submitted to Developer and City a construction schedule as provided in Section 20. b. In addition to the City's cooperation obligations set forth elsewhere in this Agreement, the City (solely in its capacity as the owner of the Property and not in its governmental capacity)he ieby covenants to fully cooperate with Developer(at no cost to the City) in obtaining any and all Permits and Approvals required for the Project and the Project, and any necessary utility access agreements, including, without limitation, by signing all applications reasonably made by Developer that are required to obtain such Permits and Approvals and utility access agreements. In addition, the City shall provide Developer with any information and/or documentation not otherwise reasonably available to Developer (if available to City) which is necessary to procure such Permits and Approvals and utility access agreements. Any such accommodation by City shall be without prejudice to, and shall not constitute a waiver of, City's rights to exercise its discretion in connection with its governmental functions. c. City shall be entitled to reimbursement(as provided in Section 6(d)) for any actual, documented out-of-pocket cost and expenses paid by the City to any outside 20 Page 1070 of 1954 technical consultants (other than City's Consultant and City's employees), such as architects and engineers, in connection with City's assistance in obtaining any such Permits and Approvals and utility access agreements, provided the expenses are approved by the City and Developer as necessary for the Project. In addition, upon request of the Developer from time to time, the City hereby agrees to furnish Developer with a financial report detailing, withspecificity, expenditures by the City. Developer shall have the right to audit all City Consultant expenditures. d. Prior to Commencement of Construction of the Project, Developer shall cause the Contractor to furnish to City a payment bond ("Payment Bond") and performance bond ("Performance Bond") naming the City, Ground Lessee, Trustee, Issuer and Developer as co-obligees, substantially in the form attached as Exhibit "J" hereto (with any modifications approved in advance by the City), issued by a surety satisfying the bonding requirements set forth in Exhibit"I" attached hereto, guaranteeing the performance of the Contractor under that certain lump sum or guaranteed maximum price contract for the construction of the Project. If the Contractor fails to complete'the construction of the Project as required by this Agreement, the City may make demand upon he Surety to perform its obligations under the Payment Bond and Performance Bond, including completion of the work; or (ii) in the alternative and provided that same does not render the 'Payment Bond and Performance Bonds void or otherwise voidable by the Surety, the City may take over and complete the work, or any portion thereof, by its own devices, by entering into a new contract or contracts for the completion of the work, or using such other methods as in the City's reasonable opinion shall be required for the proper completion of the work, including succeeding to the rights of the Developer and/or Contractor. Subject to the terms and conditions of the Payment Bond and the Performance Bond, as applicable, the City may also charge against the Performance Bond and Payment Bond all fees and expenses for services incidental to ascertaining and collecting losses under the Performance Bond and Payment Bond including,without limitation, accounting, engineering, and legal fees,together with any and all costs incurred in connection with renegotiation of the Agreement. 16. Commencement of Construction of the Proiect. Developer shall at its expense (subject to reimbursement as part of the Project Costs)(a)Commence Construction of the Project no later than ninety (90) Business Days after Developer (i) achieves Financial Closing, or (ii) obtains Final Approval of all Permits and Approvals for the Project, whichever occurs last, and (b) thereafter continue to prosecute construction of the Project with reasonable good faith diligence and continuity to completion. 17. Substantial Completion/Final Completion of Construction of the Proiect. a. Developer shall achieve Substantial Completion of the construction of the Project within the time specified in Section 39 of this Agreement. Substantial Completion of the Project shall be accomplished in a diligent manner, and final completion of the Construction of the Project, including but not limited to completion of all punch-list items, shall be accomplished in a diligent manner thereafter, in each case in a good and worker like manner, in substantial accordance with the Plans and Specifications (with no Material Modifications except as expressly permitted herein), in accordance with all applicable Requirements and, except as provided in Section 6, at Developer's sole cost and expense(subject to reimbursement as part of the Project Costs). b. Upon Substantial Completion of the Project or any Phase thereof, Developer shall furnish City with the following: 21 Page 1071 of 1954 i. certification of the architect(certified to City on the standard AIA certification form) that it has examined the Plans and Specifications and that, in its professional judgment, after diligent inquiry, the Project (or the relevant Phase thereof, as applicable) have been Substantially Completed in accordance with the Plans and Specifications applicable thereto and, as constructed, the Project comply with all applicable construction Requirements; ii. if Requirements require the same, a copy or copies of the temporary certificates of occupancy and/or certificates of completion for the Project (or the relevant Phase thereof, as applicable) issued by the City of Miami Beach Building Department; iii. a complete set of"as built" plans and a survey showing the Project (or the relevant Phase thereof, as applicable) as Substantial Completed. City shall have an unrestricted license to use such "as built" plans and survey for any purpose related to the Project without paying any additional cost or compensation therefor, subject to copyright and similar rights of the architect to prohibit use of designs for purposes unrelated to the Project, as such rights exist in law or may appear in the architect's contract, and subject to applicable public records laws. The foregoing requirement with respect to "as built" plans shall be satisfied by Developer furnishing to Ciy, at Developer's expense (subject to reimbursement as a Project Cost), a complete electronic set of Plans and Specifications,with all addenda thereto and change orders in respect thereof, nj arked to show all changes, additions, deletions and selections made during the course of the co-istruction of the Project up to Substantial Completion. c. Upon Developer's delivery to City of items 17.(b)(i) through (iii) above, the Project shall be deemed to be Substantially Complete and City shall be deemed to have accepted the Project in their then condition. d. Developer shall achieve Final Completion of the Project within the time specified in Section 39(f) of this Agreement. The lien waivers required at Final Completion shall be in form and substance reasonably satisfactory to City from the Contractor and any other contractor, subcontractor, supplier or materialman retained by Developer in connection with the construction of the Project, evidencing that such persons have been paid in full for all work performed or materials supplied in connection with the construction of the Project; 18. Compliance with Requirements; Construction Standards. a. Notwithstanding anything to the contrary contained herein, the Plans and Specifications shall comply with all applicable Requirements. It is Developer's responsibility to assure such compliance. City's approval in accordance with this Section 18 of any Plans and Specifications shall be deemed to be a determination by City that the Plans and Specifications so approved are in substantial conformity with this Agreement, but shall not be, and shall not be construe as being, or relied upon as, a determination that such Plans and Specifications comply with other applicable Requirements, including, without limitation, any Requirements providing for the review and approval of the Plans and Specifications by any governmental authority (in its governmental capacity as opposed to its proprietary capacity). b. In connection with any work related to the construction of the Project, Developer shall comply promptly with all Requirements. No consent to, approval of or acquiescence in any plan or actions of Developer by City, in its proprietary capacity, or City's designee shall be relied u on or construed as being a determination that such are in compliance with the Requirements, or, in the case of construction plans, are structurally sufficient, prudent or 22 Page 1072 of 1954 in compliance with the Requirements. Failure of this Agreement to address a particular governmental or regulatory permit, condition, term or restriction shall not relieve the Developer of the necessity of complying with the Laws governing said permitting requirements, conditions,term or restriction. CITY PARTICIPATION 19. City's Right to Use Field Personnel. City reserves the right, at its sole cost and expense, to maintain on site-representative(s) at the Property to observe the progress of the construction of the Project (provided, however, that City shall be entitled to maintain additional on-site representatives from time to time to the extent reasonably necessary to perform such progress reviews), and Developer agrees to provide access to the Property for such limited purpose, including, without limitation, access to the preparation work and work in progress wherever located. No such progress review by the City's on-site representative(s) shall impose upon City responsibility or liability for any failure by Developer to observe any Requirements or safety practices in connection with such construction work, or constitute an acceptance of any work which does not comply with the provisions of this Agreement, and no such progress review shall constitute an assumption by City of any responsibility or liability for the performance of Developer's obligations hereunder, nor any liability arising from the improper performance thereof. The City's on-site representative(s)shall not interfere with any construction work being performed at the Property, shall comp y with all safety standards and other job-site rules and regulations of Developer, and shall make entry upon the Property in its "as-is" condition, with all faults, whether latent or apparent. The pity's on-site representative(s) will observe the progress of the construction of the Project only. Further, the City shall designate, by written notice to Developer, one on-site representative', as the City's principal representative (such individual, the "City's Consultant").The City's Consultant shall serve as Developer's direct point of contact with the City for construction matters regarding the Project and shall be responsible for coordinating all progress reviews by the City's other representative(s) with Developer under this Section 19 and gathering and submitting to Developer all comments provided by such other representative(s). The City's on-site representative(s) shall communicate only with the City's Consultant and shall make only such communications as are reasonably necessary to enable the City's on-site representative to conduct ts investigations under this Section 19. In no event shall the City's Consultant or the other on-rite representative(s)give directions to Developer, to the Developer's representative, or to any member of the Developer's construction team. Developer shall endeavor to provide a reasonable work area for use by the City's Consultant and on-site representative(s) during such progress reviews as is customarily provided at similar construction sites for such purposes. All expenses incurred by City's Consultant and on-site representative(s) shall be paid by City. 20. City's Right to Notice, Access and Review. a. Developer acknowledges that City has appointed the City's Consultant as the City's consultant in connection with the construction of the Project in accordance with the terms of this Agreement. In connection therewith, Developer agrees to cooperate with the reasonable requests of the City's Consultant. In furtherance thereof, Developer agrees that the City's Consultant, and its authorized representatives, shall have such rights of notice, access and review with respect to the Project and the Construction Agreements as is reasonably necessary to achieve the foregoing (including, but not limited to verifying on City's behalf that the construction of the Project is being conducted in accordance with the terms hereof), including, without limitation, the following: 23 Page 1073 of 1954 i. the opportunity for attendance by the City's Consultant at regularly scheduled construiction work status meetings between the Developer and the Contractor (which Developer will endeavor to have scheduled not less frequently than once each month following Commencement of Construction until Substantial Completion of the Project) and at any special meetings which Deiveloper deems necessary in its reasonable discretion as to change orders, delays and other material issues concerning the Project; ii. the inspection by the City's Consultant of all construction work (in accordance with the provisions of Section 19); iii. the opportunity for attendance by the City's Consultant at the design presentations given to Developer for the Project; iv. upon the City's prior written request,the delivery by Developer to the City's Consultant of a copy of: 1. the executed contract between Developer and the Contractor for the Project; 2. the Plans and Specifications (and modifications thereto,with such modifications being clearly indicated,by"ballooning", highlighting,or blacklining on the Plans and Specifications or describing in writing in sufficient detail in a memorandum accompanying such modified Plans and Specifications to be provided following Substantial Completion of the Project), working and other drawings, renderings, blueprints, specifications, layouts and change orders; and 3. all insurance certificates required by Exhibit "I" of this Agreement. To the extent the exercise of the City's rights hereunder requires the opportunity for review of any documents or the opportunity for participation in any meetings, as determined by Developer in its reasonable discretion, Developer agrees, without request therefor by City, to promptly provide copies of such documents or notice of such meetings to City and the City's Consultant, as applicable, after receipt of the same by Developer and reasonably in advance of any meetings to allow for appropriate travel arrangements to the extent practical under the circumstances. If City's Consultant is not in attendaf ce,the meeting will proceed and, upon the City's prior written request, Developer will provide Cityjs Consultant with minutes of the meeting. The City's Consultant shall not interfere with any construction work being performed at the Property and shall comply with all safety standards and otherljob-site rules and regulations of Developer and shall make entry upon the site in its as-is condition, with all faults, whether latent or apparent. The City shall require the City's Consultant to maintain, at no cost to the Developer, commercial general liability insurance naming the City and the Developer as additional insureds. b. Prior to the Commencement of Construction of the Project, Developer shall provide to City a construction schedule for each Phase of the Project, which schedule shall be prepared using the critical path method ("CPM"); such schedule, as it shall be amended from time to time in accordance with the Construction Agreements, shall be referred to as the "CPM Schedule"), including a CPM network diagram, for use in scheduling and controlling the construction of the Project. Developer shall, upon the City's prior written request, promptly 24 Page 1074 of 1954 provide to the City's Consultant information copies of the CPM Schedule. The CPM Schedule shall (1) be revised by Developer whenever there is a material variance in the progress of the construction of the Project from the then-current CPM Schedule and otherwise at appropriate intervals, but no more frequently than monthly unless Developer elects, in its sole discretion, to undertake more frequent updates; and (2) provide for expeditious and practicable execution of the construction of the Project. Developer shall promptly inform the City's Consultant of any deviation from the CPM Schedule which, in Developer's good-faith determination, is likely to cause a material delay in the Substantial Completion of the Project(as shown on the current CPM Schedule). 21. Construction Agreements; Required Clauses. a. All Construction Agreements which provide for the performance of labor for the construction iof the Project shall, to the extent applicable to the scope of work governed by such Construction Agreement, include the following provisions (or language substantially similar thereto which is approved in advance by City); provided, however, that any Construction Agreement hiving aggregate payments of Two Hundred and Fifty Thousand Dollars ($250,000.00) or less shall not be required to include the provisions set forth in paragraph (i) below: i. "Contractor shall provide, prior to the commencement of its portion of the work, and maintain during the performance thereof, the insurance set forth on Exhibit "I" attached hereto land incorporated by reference herein. Such Contractor shall procure an appropriate clause in, or endorsement on, any policy of insurance carried by it pursuant to which the insurance company waives subrogation or consents to a waiver of right of recovery consistent with the release, discharge, exoneration and covenants not to sue contained herein. Original certificates of insurance shall name the City of Miami Beach, Florida (and any successor City), as additional insureds (the "Certificate of Insurance"), and shall be furnished to Developer by the Contractor prior to Commencement of Construction of the Project, denoting all insurance required of the Contractor Dursuant to the terms of the contract. The Contractor shall secure an original Certificate of Insurance from each of its sub-contractors with limits of liability appropriate to such sub-contractor's scope of work"; ii. "Contractor hereby waives all rights of recovery, claims, actions or causes of actio p against the City of Miami Beach, Florida (and any successor City), and their respective elected and appointed officials (including, without limitation, the City's Mayor and City Commissioners),, directors, officials, officers, shareholders, members, employees, successors, assigns, agents, contractors, subcontractors, experts, licensees, lessees, mortgagees, trustees, partners, principals, invitees and affiliates, for any loss or damage to property of Contractor which may occur at any time in connection with the Project, except to the extent arising out of or related to the gross negligence or willful misconduct of the City, the City's Consultant, the City's officers, directors, officials, employees, contractors, or agents, and/or any of the City Indemnified Parties.'; iii. "To the fullest extent permitted by law, Contractor shall and does hereby indemnify and hold harmless the City of Miami Beach, Florida, and its respective officers and employees, from liabilities, damages, losses and costs including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Agreement. Notwithstanding anything to the contrary, Contractor shall not be required to indemnify, defend or hold the City of Miami Beach, Florida or any of its respective 25 Page 1075 of 1954 officers and employees from liabilities, damages, losses or costs to the extent caused by the acts, omissions, negligence of the City of Miami Beach, Florida or any of its officers or employees. The indemnification obligations set forth in this Section shall survive the termination and/or expiration of this Agreement." iv. "Developer shall have the right to assign to City, subject and subordinate to the rights of Lender, Ground Lessee, and Trustee the Construction Agreement and Developer's rights thereunJer, at the City's request, without the consent of the Contractor, and (2) that without the necessity of such assignment and without thereby assuming any of the obligations of Developer under the Construction Agreement occurring prior to such assignment and/or purchase order, except for Developer's payment obligations, City shall have the right to enforce the full and prompt performance by the Contractor of such Contractor's obligations under the Construction Agreement; and (3) the City is a third party beneficiary of the Construction Agreement"; v. "Contractor agrees to comply with all laws and requirements applicable to Contractor and the Project"; vi. "Upon an Event of Default by Developer resulting in a termination of that certain Agreement between Developer and City, dated as of , 20_, pursuant to which Agreement, Contractor shall, at the option of the City of Miami Beach, Florida, subject and subordinate to the rights of Lender, be terminated or Contractor will honor this agreement as if this agreement had been originally entered into with the City of Miami Beach, Florida."; vii. "Nothing contained in this contract is in any way intended to be a waiver of the prohibition on Contractor's ability to record liens against property of the City of Miami Beach, Florida, or o4 any other constitutional, statutory, common law or other protections afforded to public bodies or governments."; viii. "Upon an Event of Default by Developer resulting in a termination of that certain Agreement between Developer and City, dated as of , 20_, pursuant to which Agreement, all covenants, representations, guarantees and warranties of Contractor hereunder shall be, subject and subordinate to the rights of Lender, Ground Lessee and Trustee deemed to be made for the benefit of the City of Miami Beach, Florida,(and the City of Miami Beach, Florida, shall be deemed to be a third party beneficiary hereof)and shall be,subject and subordinate to the rights of Lender, Ground Lessee and Trustee enforceable by the City of Miami Beach, Florida."; ix. "Unless and until the City of Miami Beach, Florida, expressly assumes the obligations o`Developer under this contract (and then only to the extent the same arise from and after such assumption), the City of Miami Beach, Florida, shall not be a party to this contract and will in no way be responsible to any party for any claims of any nature whatsoever arising or which may arise in connection with such contract."; and x. "Contractor hereby agrees that notwithstanding that Contractor performed work at the Property or any part thereof, the City of Miami Beach, Florida shall not be liable in any manner for payment or otherwise to Contractor in connection with the work performed at the Property, except to the extent the City of Miami Beach, Florida, expressly 26 Page 1076 of 1954 assumes the obligations of Developer hereunder (and then only to the extent such obligations arise from and after such assumption)." xi. "Contractor warrants that all materials and equipment included in the work will be new except where indicated otherwise in Permit Plans and Specifications or the Construction Agreement (collectively, the "Contract Documents"), and that such work will be of good q ality,free from improper workmanship and defective materials and in conformance with the Contract Documents, and that such work will provide proper and continuous service under all conditions of service required by, specified in, or which may be reasonably inferred from the Contract Documents. With respect to the same work, Contractor further agrees to correct all work found by Developer, Ground Lessee, Trustee or the City of Miami Beach, Florida to be defective in material and workmanship or not in conformance with the Contract Documents for a period of one year from Substantial Completion of the work or for such longer periods of time as may be set forth with respect to specific warranties contained in the trade sections of the Contract Documents, as well as any damage to the work resulting from defective design, materials, equipment, or workmanship which develop during construction or during the applicable warranty period. Contractor shall collect and deliver to Developer and the City of Miami Beach, Florida any specific written warranties given by subcontractors or others as required by the Contract Documents(and such warranties shall be in addition to, and not substitutes for,those warranties mandated to be obtained pursuant to the Contract Documents). All such warranties shall commence upon Substantial Completion or such other dates as provided for in the Contract Documents, or unless the warranted work is not completed or has been rejected, in which case the warranty for the work shall commence on the completion or acceptance of the work." 22. Fees. a. City Fees. The Parties acknowledge that the Project and the Project may require payment of certain fees,which include,without limitation, application fees for the Project Zoning Approval or other matters, notice fees, development review fees, building permit fees, inspection, certification, impact, concurrency, transportation/mobility and connection fees, and other fees that the City may levy under applicable Laws (including, without limitation, water and sewer fees), as well as those fees, to the extent applicable, listed in the most current edition of the City of Miami Beach Building Department Fee Schedule adopted by the City, which fee schedule is hereby incorporated by reference and made a part of this Agreement(collectively, the "City Fees"). Developer shall remain responsible for the City Fees, as reimbursable Project Costs. b. Waivable City Fees. The Developer shall not be obligated to pay any City Fees for the Project that can currently be waived under the City Code, and the City shall accept Developer's filing of applications for Permits and Approvals for the Project, and process the same to Final Approvall, without payment of any such City Fees by Developer. c. Future City Fee Waivers and Refunds. The City may, in its sole and absolute discretion, adopt amendments to the City Code that permit the waiver or refund of all or part of the City Fees for the Project. Promptly following the adoption of such amendments, the City shall waive all applicable City Fees to be paid for the Project to the maximum extent permitted by such amendments, and, the City shall refund Developer the cost of all such applicable City Fees to the maximum extent permitted by such amendments. 27 Page 1077 of 1954 d. Non-City Fees. Developer shall assume responsibility for payment of all fees charged by Governmental Authorities relating to the Project, reimbursable to Developer as Project Costs. 23. Notice and Right to Cure Developer's Defaults. a. City shall give to the Recognized Lender a copy of each Developer Default Notice at the same time as it gives such notice to Developer, and no such notice shall be deemed effective with respect to any Recognized Lender unless and until a copy thereof shall have been so received by or refused by such Recognized Lender, as applicable. All such notices to a Recognized Lender shell be sent as set forth in Section 44 of this Agreement. City shall also give the Recognized Lender notice (each, a "Notice of Failure to Cure") in the event Developer fails to cure an Event of Default within the cure period, if any, provided in this Agreement for such cure, promptly following the expiration of such cure period. b. The Recognized Lender shall have a period of sixty (60) Business Days after receipt of the Notice of Failure to Cure, in the case of any Event of Default, to (1) cure the Event of Default referred to in the Notice of Failure to Cure,or(2)cause it to be cured, subject to the same additional time periods provided to Developer pursuant to the provisions of Section 39 or elsewhere in this Agreement, unless such default is not susceptible of being cured by a Recognized Lender. Nothing contained herein shall be construed as imposing any obligation upon any Mortgagee to so perform or comply on behalf of Developer. c. City shall accept performance by a Recognized Lender of any covenant, condition or agreement on Developer's part to be performed hereunder with the same force and effect as though performed by Developer. d. Notwithstanding the foregoing provisions of this Section 23, if a Recognized Lender fails (for any reason) to cure any Event of Default by Developer within sixty (60) days following receipt of the Notice of Failure to Cure regarding such Event of Default, then City may, but shall be under no obligation to, perform the obligation of Developer the breach of which gave rise to such E)ent of Default (including, without limitation, the performance of any of the obligations of Developer under any Construction Agreement), without waiving or releasing Developer from its obligations with respect to such Event of Default. Developer hereby grants City access to the Property in order to perform any such obligation. Any amount paid by City in performing Developer's obligations as provided in this Section 23, including,without limitation, all costs and expenses incurred by City in connection therewith, shall be reimbursed to City within thirty (30) days following qty's demand therefor, together with a late charge on amounts actually paid by City, from the date of notice of any such payment by City to the date on which payment of such amounts is received by City. e. If there is more than one Recognized Lender, only that Recognized Lender, to the exclusion of all other Recognized Lenders, whose Recognized Mortgage is most senior in lien shall be recognized as having rights under this Section 23, unless such first priority Recognized Lender has designated in writing to City a Recognized Lender whose Mortgage is junior in lien to exercise such right. 28 Page 1078 of 1954 PROJECT PARKING 24. Parking passes for Workforce Housing Unit Tenants. As part of the Ground Lease, the City will provide access to up to fifty-eight (58) monthly parking passes at the Collins Park Garage located at 340 23rd Street, with the monthly parking passes available for purchase by the Project's workforce housing residents,at the then applicable City rate, on a first-come-first-served basis. GENERAL PROVISIONS 25. Applications for Development Approvals and Development Permits. This Agreement contemplates that the Developer will file applications for Development Orders and Development Permits. The City shall process all Development Permit and Development Order applications as expeditiously as possible. Notwithstanding the foregoing, Developer shall be solely responsible for obtaining Final Approval of all development Orders and Development Permits for the Project. 26. Laws Governing this Agreement. For the entire term of this Agreement, the City hereby agrees that the City's Law's and Requirements governing the development of the Development Site as they exist as of the Execution Date of this Agreement shall govern the development of the Development Site and the Project during the Term. Notwithstanding the foregoing,the City may apply subsequently adopted laws or policies to the Development Site and the Project(particularly as they may relate to quality of life issues such as, but not limited to noise, litter, and hours of operation) as permitted or required by the Act, including, without limitation, Section 163.3233(2), Florida Statutes, as same may be amended from time to time; provided, however, that in no event shall the City apply any subsequently adopted laws or policies in a manner that requires any alterations or modifications to the Project or any amendments or modifications to the Project Zoning Approval, or in a manner that renders the Project "nonconforming" as to any Laws or Requirements. 27. Compliance with Local Regulations Regarding Development Permits. This Agreement is not and shall not be construed as a Development Permit, Development Order, approval or authorization to commence any development, fill, or other land modification. The Developer and the City agree that the failure of this Agreement to address a particular permit, approval, procedure, condition, fee, term or restriction in effect on the Execution Date of this Agreement shall not relieve Developer of the necessity of complying with the regulation governing said permitting requiremens, conditions,fees, terms or restrictions, subject however to the terms and provisions of this Agreement. 28. Reservation of Rights. This Agreement shall not affect any rights that may have accrued to any Party to this Agreement under applicable Laws or Requirements and each Party hereto reserves any and all of such rights. 29. Consistency with the City's Comprehensive Plan. The City has adopted and implemented the Comprehensive Plan. The City hereby finds and declares that the provisions of this Agreement dealing with the Development Site and the Project are consistent with the City's Comprehensive Plan and Land Development Regulations (subject to all applicable requirements, permits and approvals). 29 Page 1079 of 1954 30. Concurrency. Developer shall be solely responsible for obtaining all land use permits, including, but not limited to, all permits and approvals required pursuant to Section 163.3180, Florida Statutes (2018), with respect to concurrency requirements for roads, sanitary sewer, solid waste, drainage, potable water, parks and recreation, and schools for the Project(the "Concurrency Requirements"). Prior to applying for its full Building Permit for the Project, Developer shall apply to the appropriate Governmental Authorities and obtain letters or other evidence that Developer has satisfied all applicable Concurrency Requirements, and shall diligently and in good faith obtain such letters or other evidence that the Project meets all applicable Concurrency Requirements and shall pay such impact fees as may then be due or applicable to meet Concurrency Requirements for the Project. 31. Books and Records; Audit Rights; Public Records. a. Developer shall at all times during the Term keep and maintain (separate from any of Developer's other books, records and accounts), accurate and complete records pertaining to the development, design, permitting and construction of the Project. City and its representatives shall have, during normal business hours and upon reasonable advance notice, access to the books and records of Developer pertaining to the Project for the purpose of examination and audit (including copying), including books of account properly reflecting the construction of the Project. b. The obligations of Developer under this Article to maintain, and to provide City and its representatives access to, the books and records related to the Project shall survive the expiration of this Agreement for a period of five (5)years. c. The City will be solely responsible for responding to all requests for public records in accordance with Florida law. In the event that a third party submits a request to the City for records of the Dieveloper regarding this Agreement,the City shall notify the Developer of the public records request, to provide Developer the opportunity to determine whether any documents responsive to the request contain confidential trade secret information entitled to protection from disclosure under Florida law. If the Developer certifies to the City that any specific documents responsive to the request contain confidential trade secrets information (with such certification specifying the basis for the trade secret assertions, and the steps taken by the Developer to otherwise protect the confidentiality of such information), City shall withhold the subject documents, and shall provide the requestor with a copy of the Developer's trade secret certification. If the requestor objects and continues to make demand for the release of such records, City shall notify the Developer of the requestor's objection, to permit the Developer to file an action in a court of competent jurisdiction within fourteen (14) calendar days, seeking a protective order barring disclosure of any confidential trade secret information. If Developer fails to file an action for injunctive relief within the time period specified, or fails to submit the trade secret certification referenced herein, the City shall treat such failure as a waiver of any claim of trade secret protection, a d the City shall thereafter release the document as requested, in accordance with Florida law. 32. Expedited Arbitration of Development Disputes. a. If Developer or City asserts that a Development Dispute has arisen, such asserting party shall give prompt written notice thereof to the other party and to the Development Arbitrator. 30 Page 1080 of 1954 b. The Development Arbitrator shall no later than five (5) Business Days after receipt of such notice, hold a preliminary, informal meeting with City and Developer in an attempt to mediate such Development Dispute. If such Development Dispute shall not be resolved at that meeting, the Development Arbitrator shall at such mediation meeting establish a date, not earlier than five(51) Business Days after the mediation meeting nor later than twenty(20) Business Days after the mediation meeting, for a mediation hearing (a "Hearing") to be held in accordance with this Agreement to resolve such Development Dispute. c. Developer and City shall have the right to make one (1) written submission to the Development Arbitrator prior to any Hearing. Such submission shall be received by the Development Arbitrator and the other party not later than two (2) Business Days prior to the Hearing date. The Paties agree that no discovery (as the term is commonly construed in litigation proceedings)will be needed and agree that neither party nor the Development Arbitrator shall have discovery rights in connection with a Development Dispute. d. Each Hearing shall be conducted by the Development Arbitrator. It is the intention of the Parties that the Hearings shall be conducted in an informal and expeditious manner. No transcript or recording shall be made. Each party shall have the opportunity to make a brief statement and to present documentary and other support for its position,which may include the testimony of not more than four (4) individuals, two (2) of whom may be outside experts. There shall be no presur rn ption in favor of either party's position. Any procedural matter not covered herein shall be governed by the Amended 1993 edition of the CPR Rules for the Arbitration of Business Disputes and the Florida Arbitration Code to the extent not inconsistent with the CPR Rules and this Section. e. The Hearings shall be held in a location selected by the Development Arbitrator in Miami-Dade County, Florida. Provided the Development Arbitrator is accompanied by representatives of both Developer and City, the Development Arbitrator may, at its option, visit the work site to make an independent review in connection with any Development Dispute. f. Once it has been determined by the Development Arbitrator or by agreement of the Parties that the disputed matter is a Development Dispute under this Agreement, the Development Arbitrator shall take into account, in resolving such Development Dispute, such factors as he deems relevant which are not inconsistent with this Agreement,which in all events shall include the following factors: i. City does not have any approval rights with respect to the matter of design and I of the Project except to the extent the same is reflected in the Plans and Specifications. ii. The Project shall be of first-class quality, compatible with the quality set forth in the original approved Plans and Specifications (without regard to changes thereto). iii. The mutual goal of Developer and City that cost overruns for the construction of the Project shall be minimized. iv. Applicability of any Requirement. 31 Page 1081 of 1954 v. The magnitude of the modification to the previously approved Plans and Specifications. vi. The magnitude of the consistency or inconsistency from the previously approved Plans and Specifications. g. Pending resolution of the Development Dispute, Developer may not implement the matter which is the subject of such Development Dispute. h. The Development Arbitrator shall render a decision, in writing, as to any Development Dispute not later than two (2) Business Days following the conclusion of the Hearings regarding such Development Dispute and shall provide a brief written basis for its decision not later than five (5) Business Days thereafter. As to each Development Dispute, the Development Arbitrator's decision shall be limited to (i) whether or not Developer's proposed modification(s) to the Plans and Specifications is a Material Modification; (ii) whether or not City has unreasonably failed to approve or give its consent to any modifications to the Plans and Specifications pursuant to Sections 10 and/or 11; (iii)whether or not Developer has complied with its obligations or responsibilities set forth in Sections 10, 11 or 12; and (iv) whether or not Developer or City is entitled to any extension of time for performance.The Development Arbitrator may not award any other or different relief. The decision of the Development Arbitrator shall be final and binding on the Parties for all purposes and may be entered in any court of competent jurisdiction. j. The Parties shall reasonably cooperate to select an independent, neutral, professional firm Laving multi-unit housing development or construction experience to serve as the arbitrator(the iDevelopment Arbitrator"). If the Parties cannot agree on the selection of a Development Arbitrator, then any Party may ask the CPR Institute for Dispute Resolution to select a substitute who will act as Development Arbitrator of that Development Dispute. The cost of the Development Arbitrator shall be equally shared by the Parties, but each Party shall bear its own costs, including those of its experts and legal fees, associated with the arbitration. 33. Litigation. Any dispute between the Parties, other than a Development Dispute, shall be subject to litigation and not arbitration. 34. Effective Date and Duration (Term). a. Within fourteen (14) days following approval at two public hearings and execution by the Parties, the City shall record the Agreement in the Public Records of Miami- Dade County.This Agreement shall become effective only after it has been recorded in the Public Records of Miami-Dade County, Florida. The Developer agrees that the Project shall be responsible for all recording fees and other customary fees and costs related to the recording of this Agreement as described in this Section. b. This Agreement shall run for a term of ten (10) years from the Effective Date (the "Term"). The Term of this Agreement may be extended only by the mutual consent of the City and the Developer subject to a public hearing pursuant to Section 163.3225, Florida Statutes; and (ii) consent to any extension of this Agreement is within the sole discretion 32 Page 1082 of 1954 of each party to this Agreement. No notice of termination shall be required by either Party upon the expiration of this Agreement, and after the expiration of this Agreement the Parties shall have no further obligations under this Agreement, except for those obligations that expressly survive the expiration of this Agreement. c. Upon Financial Closing,this agreement shall merge into the Ground Lease and the obligations of the Developer identified in this Agreement shall become those of the Ground Lessee. As between the Ground Lease and the Developer, Ground Lessee shall enter into a separate agreement with the Developer, effective as of the date of Financial Closing, for the delivery of the completed Project to the Ground Lessee, including, design, construction, furnishing and equipping of the Project. 35. Presently Permitted Development. The development that is presently permitted on the Development Site, including population densities,and building intensities and height,which are subject to this Agreement, is more specifically set forth in Exhibit"K" hereto. 36. Public Facilities to Serve the Development Site. A description of the public facilities that will service the Project of the properties subject to this Agreement, including who shall provide such facilities;the date any new facilities, if needed,will be constructed;and a schedule to assure public facilities are available concurrent with the impacts of the development is included as Exhibit "L" hereto. 37. Public Reservations and/or Dedications. A description of the reservations and/or dedications of land for public purposes that are proposed under the terms of this Agreement is included as Exhibit "M" hereto. 38. Required Development Permits. Attached and made a part hereof as Exhibit"N" • is a listing and description of all local development permits approved or needed to be approved for the development of the Project. 39. Developer Defaults. Each of the following shall be an "Event of Default" by Developer hereunder: a. If Developer shall fail to observe or perform any term, covenant or condition of this Agreement on Developer's part to be observed or performed and Developer shall fail to cure or remedy the same within ten (10) Business Days following Developer's receipt of written notice from the City,with respect to monetary defaults, or within thirty (30) Business Days following Developer's receipt of written notice from the City with respect to non-monetary defaults (each, a "Developer Default Notice"). If such non-monetary default is susceptible to cure but cannot reasonably be cured within said thirty(30)Business Day period,then Developer shall have any additional sixty (60) Business Day period to cure such failure and no Event of Default shall be deemed to exist hereunder so long as Developer commences such cure within the initial thirty (30) Business Day period and diligently and in good faith pursues such cure to completion within such resulting ninety (90) Business Day period from the date the Developer receives the Developer Default Notice. b. If Developer shall fail to obtain the Project Zoning Approval within one hundred and eighty days (180) Business Days after the Effective Date of this Agreement. 33 Page 1083 of 1954 c. If Developer shall fail to achieve the Financial Closing within ninety (90) Business Days after Developer obtains the Final Approval of all Permits and Approvals for the Project. d. If Developer shall fail to Commence Construction of the Project within thirty (30) Business Days after Financial Closing. e. If Developer shall fail to achieve Substantial Completion of the construction of the Project within forty-five (45) months after the Effective Date. f. If Developer shall fail to achieve Final Completion of the construction of the Project within forty-eight(48)months after the Effective Date. g. If Developer shall fail to open the Project for rentals of the Workforce Housing Units by eligible tenants within ninety (90) Business Days after Substantial Completion of the Project. • h. If, prior to Substantial Completion of the Project, Developer shall make an assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due, or shall consent to the appointment of a receiver or trustee or liquidator of all of its property or the major part thereof or if all or a substantial part of the assets of Developer are attached, seized, subjected to a writ or distress warrant, or are levied upon, or come into the possession of any receiver, trustee, custodian or assignee for the benefit of creditors. i. If, prior to Substantial Completion of the Project, Developer shall commence a voluntary case under the Title 11 of the United States Code(the"Bankruptcy Code"); or an involuntary proceedi g is commenced against Developer under the Bankruptcy Code and relief is ordered against Developer, or the petition is controverted but not dismissed or stayed within one hundred fifty (150) days after the commencement of the case, or a custodian (as defined in the Bankruptcy Code) is appointed for or takes charge of all or substantially all of the property of Developer and is not discharged or dismissed within one hundred fifty (150) days; or Developer commences any other proceedings under any reorganization, arrangement, readjustment of debt, relie l of debtors, dissolution, insolvency or liquidation or similar Law of any jurisdiction whether now or hereafter in effect relating to Developer; or there is commenced against Developer any such proceeding which remains undismissed or unstayed for a period of one hundred fifty (150) days; or Developer fails to controvert in a timely manner any such case under the Bankruptcy Code or any such proceeding,or any order of relief or other order approving any such case or proceeding is entered; or Developer consents to or approves of, in any such case or proceeding or the appointment of any custodian or the like of or for it for any substantial part of its property or suffers any such appointment to continue undischarged or unstayed for a period of one hundred fifty (150)days. j. If, prior to Substantial Completion of the Project, Developer shall assign or transfer its rights and/or delegate the performance of its obligations under this Agreement to anyone,at any time,other than a Recognized Lender or the Ground Lessee,without the City's prior written consent and approval, as governed by Section 51. 34 Page 1084 of 1954 40. Effect of Cure. Notwithstanding Section 39 or anything else to the contrary, Developer will not be deemed to be in default of this Agreement for any Event of Default that is cured by the Developer, by the Ground Lessee and/or Recognized Lender. 41. Enforcement of Performance; Damages and Termination. In the event the City shall claim any Event of Default shall have occurred hereunder, the Developer Default Notice shall state with specificity the provisions of this Agreement under which the Default is claimed, the nature and character oil such Event of Default, the date by which such Event of Default must be cured pursuant to this Agreement, if applicable, and, if elected by the City, that the failure of Developer to cure such Default by the date set forth in such notice will result in the City having the right to terminate this Agreement. If an Event of Default occurs hereunder, the City may elect any one or more of the following remedies: a. Enforce strict performance by Developer; or b. Exercise and enforce the City's rights pursuant to each of the Assignment of Plans, Permits and Approvals and the Assignment of Construction Agreements; or c. Terminate this Agreement; or d. Pursue any other remedy available to the City at law or in equity. In the event City elects to exercise its remedies pursuant to Section 41(b), Developer shall: i. Promptly deliver to the City all submittals and Project records in their original/native electronic format (i.e. CAD, Word, BIM, Excel, etc.), any and all other unfinished documents, and any and all warranties for work, equipment or materials already installed or purchased, to the extent the same are in Developer's possession; ii. As directed by the City, transfer or cause the Contractor to transfer title and deliver or demand that the Contractor deliver to the City (1) the fabricated and non-fabricated parts, work in progress, completed work, supplies and other material produced or required for the work; and 1(2)the completed or partially completed project records that, had the work been completed, would be required to be furnished to the City, to the extent the same are in Developer's possession and iii. Take any action that may be reasonably necessary, or that the City may reasonably direct, for the protection and preservation of the property related to this Development Agreement that is in Developer's possession and in which the City has or may acquire an interest. The rights and remedies of the City in this Section 41 shall apply to all Events of Default that fail to be cured within the applicable cure period or are cured but in an untimely manner, and the City shall not be obligated to accept such late cure. In addition, if the City violates, breaches or defaults on any term, covenant, condition or other provision of this Agreement (a "City Default"), then the Developer shall have all rights and remedies available to it uneer this Agreement,at law,and/or in equity(including,without limitation, an action for specific performance and injunctive relief to enforce the terms, covenants, conditions 35 Page 1085 of 1954 and other provisions of this Agreement) against the City as a result of or arising out of such City Default. The Developer's election of a right or remedy under this Agreement, at law, and/or in equity with respect to any City Default shall not limit or otherwise affect the Developer's right to elect any other right or remedy available to it under this Agreement, at law, and/or in equity with respect to the same or any other City Default. 42. Termination Outside of Default. a. If prior to Financial Closing, the Parties determine that the viability of the Project is jeopardized due to (i) the Environmental Costs exceeding the City's Maximum Contribution; (ii) failure to obtain reasonable construction pricing or financing for the Project; (iii) (iii) changes in entitlements, zoning or other Laws that significantly increase the costs of the Project; or (iv) the inability to achieve Financial Closing, due to unforeseen economic events or conditions that materially impair access to debt or equity markets by developers of projects similar to the Project, such as a liquidity crisis or major recession or other event causing major disruptions in the economy, which events significantly increase Project costs or severely limit the ability to raise liquidity and/or capital (the "Closing Risks"), the Parties shall work together in good faith to maintain the viability of the Project to the extent possible. To mitigate Closing Risks, each Party shall consider potential modifications to various aspects of the Project or the Project agreements, provided, however, that any such modifications shall be made at each Party's sole discretion. If despite such efforts of the Parties, the Parties mutually determine in good faith that the Project is no longer viable due to the Closing Risks, the Parties shall agree to terminate this Agreement pursuant to this section, as follows: i. If such termination occurs prior to the Project receiving the Project Zoning Approval, the City shall, within 30 days after the effective date of such termination: (a) reimburse Developer in an amount equal to 100% of the Pre-Development Expenses incurred through the effective date of such termination; and (b) any of the accrued Development Fee, pursuant to Section 6(b) of this Agreement (collectively, subsection 42(a)(i)(a) and (b), the "Termination Costs"); provided, however,that City's maximum liability under this Agreement for the Termination Costs pursuant to this Section 42(a)(i) shall not exceed the aggregate total amount of Five Hundred Thousand Dollars and 00/100 ($500,000.00), plus Environmental Costs for which the City is responsible for pursuant to Section 14 of this Agreement. Upon reimbursement to Developer for termination costs pursuant to this Section, Developer shall assign and transfer to the City ownership of all plans, specifications, permits or other approvals, and any other work product developed to date in connection with the Project (the "Work Product"), along with a copy of all such Work Product, inan electronic or other format as mutually agreed upon by the Parties. Developer shall have no obligation to transfer ownership of the Work Product, until Developer receives the payment described herein. ii. If such termination occurs after the Project Zoning Approval, but prior to Financial Closing, the City shall, within 30 days after the effective date of such termination: (a) reimburse Developer for the Termination Costs, provided, however, that City's maximum liability under this Agreement for th'e Termination Costs pursuant to this Section 42(a)(ii)shall not exceed the aggregate total amount of Eight Hundred Thousand Dollars and 00/100 ($800,000.00), plus Environmental Costs for which the City is responsible for pursuant to Section 14 of this Agreement. Upon reimbursement to Developer pursuant to this Section, Developer shall assign and transfer to the City ownership of the Work Product,along with a copy of all such Work Product, in an electronic or other format as mutually agreed upon by the Parties. Developer shall have no 36 Page 1086 of 1954 obligation to transfer ownership of the Work Product, until Developer receives the payment described herein. 43. Termination for Convenience. The City may terminate this agreement for its own convenience at any time prior to the Project Zoning Approval. In the event of such termination, the City shall within 30 days after the effective date of such termination, reimburse Developer for the Termination Costs Developer shall have no obligation to transfer ownership of the plans, designs, or other work product as set forth in herein until Developer receives the payment described herein. After the Project has received Project Zoning Approval, , the City may not terminate this Agreement for its convenience. In no event shall Developer or City have any right to terminate this Agreement for convenience after the Financial Closing has occurred. Upon reimbursement to Developer pursuant to this Section, Developer shall assign and transfer to the City ownership of the Work Product, along with a copy of all such Work Product, in an electronic or other format as mutually agreed upon by the Parties. Developer shall have no obligation to transfer ownership of the Work Product, until Developer receives the payment described herein. 44. Effect. In the event that either Party chooses to exercise its express right to terminate this Agreement for convenience (including, without limitation, under Section 42(a) above), but apart from such Party's right to terminate in an Event of Default by the other Party, then each Party shall bear its own costs and expenses incurred in connection with this Agreement and the Project, and neither Party shall have or owe any further liability to the other Party, except as set forth in Sections 42 r 43 of this Agreement, as applicable. 45. Strict Perfor ance:Waiver. No failure by the City or Developer to insist upon strict performance of any covenant, agreement, term or condition of this Agreement or to exercise any right or remedy available toy such party by reason of the other party's default or an Event of Default hereunder shall constitute a waiver of any such default, Event of Default or of such other covenant, agreement, term or condition hereunder. 46. Notices. All notices required or permitted to be given under this Agreement shall be in writing and sha l be deemed to have been given if (I) delivered by hand, (ii) sent by electronic mail, (iii)sent by recognized overnight courier(such as Federal Express), or(iv) mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, in each case addressed as follows or to such other addresses as either Party may from time to time designate for itself by notice to the other Party in accordance with this Section: If to the City at: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attn City Manager With a copy to: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: City Attorney If to Developer at: Servitas, LLC 5525 N. MacArthur Blvd Suite 760 Irving, TX 75038 37 Page 1087 of 1954 Attn: Denise Hauck With a copy to: Wein•erg Wheeler Hudgins Gunn & Dial 2601 S. Bayshore Drive Suites 1500 Miami, Florida 33133 Attn: Steven D. Gonzalez Notices personally delivered or sent by electronic mail or by overnight courier shall be deemed given on the date of delivery(or upon refusal of such delivery), and notices mailed in accordance with the foregoing shall be deemed given three (3) Business Days after deposit in the U.S. mails. The terms of this Section 44 shall survive the termination of this Agreement. 47. Governing Laws, Construction and Litigation. This Agreement shall be governed and construed in accordance with the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws that would require the application of any other law. The Developer and the City agree that Miami-Dade County, Florida is the appropriate and exclusive state court venue, and that the U.S. District Court, Southern Division of Florida is the appropriate and exclusive federal court venue, in connection with any litigation between the Parties with respect to this Agreement.All of the Parties to this Agreement have participated fully in the negotiation and preparation hereof; accordingly, this Agreement shall not be more strictly construed against any of the Parties hereto. In construing this Agreement, captions, and section and paragraph headings shall be disregarded and the use of any gender shall include every other and all genders. All of the exhibits referenced in this Agreement are incorporated in, and made a part of, this Agreement. In the event of any litigation between the Parties under this Agreement for a breach thereof, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. BY ENTERING INTO THIS AGREEMENT THE CITY AND DEVELOPER EXPRESSLY WAIVE ANY RIGHTS EITHER MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. The terms of this Section shall survive the termination of this Agreement. 48. Severability. In the event any term or provision of this Agreement be determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or construed as deleted, as such authority determines, and the remainder of this Agreement shall be Construed to be in full force and effect. 49. Time of Essence. Time shall be of the essence for each and every provision hereof. 50. Entire Agreement. This Agreement, together with its exhibits and all other documents referenced he dein, constitutes the entire agreement and understanding among the Parties with respect to the subject matter hereof, and there are no other agreements, representations or warranties other than as set forth herein. Neither party shall be bound by any agreement, condition, warranty nor representation other than as expressly stated in this Agreement. This Agreement may not be changed, altered or modified except by an instrument in writing signed by both Parties hereto, subject to the requirements for the amendment of development agreements in the Act. 38 Page 1088 of 1954 51. Other Agreements. This Agreement has no effect on any other agreement, Development Order, or declaration of restrictions encumbering the Development Site as of the Effective Date.Any and all agreements in the public records as of the Effective Date remain valid. The Parties incorporate by reference each and every applicable requirement set forth in the Act. 52. Binding Effect. The obligations imposed pursuant to this Agreement upon the Developer and upon the Development Site shall run with and bind the Development Site as covenants running with the Development Site, and this Agreement shall be binding upon and enforceable by and against the Parties hereto and their personal representatives, heirs, successors, grantees and assigns. 53. Transfer, Assignment, and Delegation. a. By Developer. With respect to transfers, assignments, and delegations of Developer's rights and obligations pertaining to the Project, the following shall apply: Prior to Substantial Completion of the Project, Developer may not assign or transfer its rights, or delegate the performance of its obligations, pertaining to the Project under this Agreement, in whole or in part,to any third party, unless Developer first obtains the City Commission's prior approval, at its sole discretion. ii. Following Substantial Completion of the Project, Developer may, in its sole discretio T, assign or transfer its rights or delegate the performance of its obligations pertaining to the Project under this Agreement, in whole or in part, to Ground Lessee or an Affiliate of Ground Lessee, without the City's prior written consent or other approval. Notwithstanding the foregoing or anything else to the contrary, the City's prior written consent shall not be required to allow (i) the transfer, assignment or delegation of this Agreement to a Recognized Lender or designee thereof by deed or assignment in lieu of foreclosure. b. By City. The City may not assign or transfer its rights, or delegate the performance of its obligations under this Agreement, in whole or in part, to any third party other than a successor municipal corporation, unless City first obtains Developer's prior written consent, which consent Developer may withhold in its sole discretion. c. Effect: Invalidity. Any transferee, assignee, or delegate (including through foreclosure or deed-in-lieu thereof) approved by City or Developer pursuant to this Agreement shall assume all of the obligations expressly transferred,assigned,or delegated. Upon any transfer, assignment,or delegation carried out in accordance with this Section,the obligations transferred, assigned, or delegated shall be binding only on such Party's transferee, assignee, or delegate, as the case may be, and the other Party shall look only to such transferee, assignee, or delegate for performance of the obligations being transferred, assigned, or delegated. Any purported assignment or transfer of rights, or delegation of performance, in violation of this Section is void. 54. Force Majeure; and Third-Party Challenges. Neither Party shall be liable for damages, for breach of contract or otherwise, for any failure, suspension, diminution, or other variation of service or pe ormance occasioned by or arising from a Force Majeure Event. In 39 Page 1089 of 1954 addition, all time periods in this Agreement and/or in any Permits and Approvals issued in connection with the Projekt and/or the Project, whether express or implied, will be tolled automatically to account fob Force Majeure Events, and the Party against whom enforcement of a time period is sought will not be considered to have missed a deadline or to be in breach or default of this Agreement fbr so long as such Party is unable to complete any work or take any action required by this Agreement due to such Force Majeure Event(s). In the event that a third party(unrelated or unaffiliated with the City, Developer or Ground Lessee) institutes any action, suit, or proceeding relating to the Project (including, without limitation, any action,suit,or proceeding challenging the validity of this Agreement or any element of the proposed transaction the GU Height Waiver Resolution, GU Waiver Resolution, the Project Zoning Approval, or any other Permits and Approvals relating to the Project or to the Project (in each instance, including any related appeals and appeal periods,a"Lawsuit"),then the Developer shall,at its option,either: (i)lattempt to defend such Lawsuit at its sole cost and using legal counsel reasonably acceptable to the City, in which case all time periods in this Agreement and in any Permits and Approvals issued in connection with the Project,whether express or implied, shall be tolled automatically through all levels of appeal until such Lawsuit has been finally disposed of (by judgement, settlement or otherwise) to Developer's satisfaction; or (ii) terminate this Agreement in accordance with Section 42. Developer shall indemnify and hold the City harmless from and against all actual claims, injury, damage, loss and liability, cost and expense (including attorneys' fees, costs and expenses)of any and every kind arising out of or relating to any such Lawsuit, except to the extent arising out of or related to the City's negligence or misconduct. Developer shall be entitled to control the defense and conduct of any such Lawsuit and to compromise, settle, or abandon the Lawsuit, in its sole discretion, and the City agrees to reasonably cooperate with Developer (at no expense to the City) in connection with the conduct of any such Lawsuit. This ection shall survive the termination or expiration of this Agreement. 55. Indemnification. In addition to the indemnification obligations provided elsewhere in this Agreement, and subject to the City's liability limitations as set forth herein and in Section 57 below, each Party hereby agrees to defend, indemnify and hold harmless the other Party, its agents and employees, from and against all actual, documented loss, cost, expense, claim, demand or cause of action of whatever kind or nature arising out of or related to the gross negligence or willful misconduct of such Party and/or its officers, directors, officials, employees, contractors, and agents, related to(i)this Agreement, and/or(iii)the Project, except to the extent arising out of or related to the gross negligence or willful misconduct of the other Party and/or its officers, directors, official , employees, contractors, or agents (collectively, "Losses"). The indemnifying Party shall diFectly pay all actual, documented costs and expenses related to any cost charged or legal defense required by the other Party, using legal counsel reasonably acceptable to the other Party (but subject to the requirements of the indemnifying Party's insurers), pursuant to the foregoing indemnification obligation. The non-indemnifying Party shall notify the indemnifying Party of any Losses promptly after receiving notice of same and shall reasonably cooperate and icollaborate (but at no expense to the non-indemnifying Party)with the indemnifying Party in connection with any legal proceeding in which the indemnifying Party is defending the other Party hereunder. This Section shall survive termination or expiration of this Agreement. City's indemnity obligations herein shall be solely to the extent and limits permitted by Section 768.28 of the Florida Statutes, and without waiver of any rights or defenses thereunder or any privileges or immunities afforded to the City under the laws of the State of Florida. 56. Corporate Obligations. It is expressly understood that this Agreement and the obligations issued hereun'er are solely corporate obligations, and that no personal liability will attach to, or is or shall be i curred by, the incorporators, stockholders, officers, directors, elected 40 Page 1090 of 1954 or appointed officials (including, without limitation, the Mayor and City Commissioner of the City) or employees, as such of Developer, City, or any of any successor corporation or any of them, under or by reason of the obligations, covenants or agreements contained in this Agreement or implied therefrom; and that any and all such personal liability, either at common law or in equity or by constitution or statute, of, and any of all such rights and claims against, every such incorporator, stockholder, officer, director, elected or appointed official (including, without limitation, the Mayor and City Commissioner of the City) or employee, as such, or under or by reason of the obligations, covenants or agreements contained in this Agreement or implied therefrom are expressly waived and released as a condition of, and as consideration for, the execution of this Agreement. 57. No Conflict of Interest. Developer represents and warrants that, to Developer's knowledge, no member, official or employee of the City has any direct or indirect financial interest in this Agreement nor has participated in any decision relating to this Agreement that is prohibited by law. Developer represents and warrants that, to Developer's knowledge, no officer, agent, employee, or representative of the City has received any payment or other consideration for the making of this Agreement, directly or indirectly, from Developer. 58. No Third-Party Beneficiaries. This Agreement is not intended to, and shall not be construed to give, any third party (including, without limitation, any homeowners association, condominium association, or neighborhood association in the surrounding area, or any individual members thereof) any rights or interests whatsoever, nor is it intended that any third party shall be a third party beneficiary of any provisions hereof. 59. Limitations of Liability. a. Any tort liability to which the City is exposed under this Agreement shall be limited to the extent permitted by applicable law and subject to the provisions and monetary limitations of Section 768.28, Florida Statutes, as may be amended, and City expressly does not waive any of its rights and immunities thereunder. b. City will not in any event whatsoever be liable for any injury or damage to Developer (unless caused by the gross negligence or willful misconduct of City, its agents, contractors or empiloyees)or to any other person happening on, in or about the Property and its appurtenances, nor for any injury or damage to the Property (unless caused by the gross negligence or willful misconduct of City, its agents, contractors or employees) or to any other person which may be caused by any fire or breakage, or by the use, misuse or abuse of any of the Property, or which may arise from any other cause whatsoever (unless caused by the gross negligence or willful misconduct of City, its agents, contractors or employees). c. City will not be liable to Developer or to any other person for any injury or damage to any property of Developer or to any person or to the City Parcel caused by or resulting from gasoline, oil, steam, gas, electricity, or hurricane, tornado, flood, wind or similar storms or disturbances, or mater, rain or snow which may leak or flow from the street, sewer, gas mains or subsurface area or from any part of the Property, or leakage of gasoline or oil from pipes, appliances, sewer or plumbing works therein, or from any other place, nor for interference with light or other incorporeal hereditaments by any person (unless caused by the gross negligence or willful misconduct of City, its agents, contractors or employees). 41 Page 1091 of 1954 d. Except as may be otherwise expressly provided herein, no approval to be made by the City in its proprietary capacity under this Agreement or any inspection of the Project or Project by the City under this Agreement, shall render the City liable for its failure to discover any defects or no conformance with any governmental requirement. 60. Mutual Waiver of Consequential Damages. Notwithstanding anything to the contrary contained in this Agreement, in no event whatsoever shall either Party be liable to the other Party for any indirect special, incidental, consequential, punitive, economic damages, lost profits or similar damages, whether or not foreseeable or advised of the possibility of the same, in connection with, arising from or in connection with this Agreement. 61. Police Power. a. The Parties recognize and agree that certain provisions of this Agreement require the City and its boards,departments or agencies, acting in their governmental capacity,to consider gover 1 mental actions,as set forth in this Agreement.All such considerations and actions shall be underaken in accordance with established requirements of state statutes and municipal ordinances, in the exercise of the City's jurisdiction under the police power. Nothing contained in this Agreement shall entitle the Developer to compel the City to take any such actions, save and except the consents, if applicable, to the filing of such applications for Development Permits or Development Orders, as more fully set forth herein, and to process such applications as expeditiously as possible. b. The Parties further recognize and agree that these proceedings shall be conducted openly, fully, freely and fairly in full accordance with law and with both procedural and substantive due process to be accorded the applicant and any member of the public. Nothing in this Agreement shall be construed to prohibit the City from duly acting under its police power to approve, approve with conditions, or reject any public hearing application dealing with the Development Site. 62. City Manager's Delegated Authority. Notwithstanding any provision to the contrary in this Agreement, nothing herein shall preclude either Party from seeking direction from or electing to have the City Commission determine any matter arising out of or related to the Project, including, without limitation, any approval contemplated under this Agreement (within the timeframe specified therefor as if the Approval was being determined by the City Manager). 63. Conflict. In the event of an inconsistency or conflict between the terms of this Agreement and the Ground Lease, the terms of this Ground Lease shall control. 64. Developer's ContractorsNendors. Except as is otherwise expressly provided in this Agreement, Developer shall be responsible for the following specific matters: i. the selection, approval, hiring, and discharge of architects, engineers, contractors, subcontractors, professionals, and other third parties on such terms and conditions as Developer deems appropriate in its sole discretion, provided that the Contractor for the Project must be duly licensed by the State of Florida, must satisfy the insurance and bonding requirements set forth in Exhibit "I" to this Agreement, must have completed at least two (2) projects with an estimated value of at least Twenty Million Dollars ($20,000,000.00) each during the five (5) years immediately preceding the Contractor's engagement for the Project, and has not otherwise been debarred or suspended pursuant to the City Code. 42 Page 1092 of 1954 ii. (ii) the negotiation and execution of contracts, agreements, instruments, covenants, and other documents with third parties, in form and substance satisfactory to Developer in its sole discretion. 65. Art in Public Places. Developer shall comply with the City's Art In Public Places program requirements under Section 82-536 through 82-612 of the City Code, as applicable (the "AIPP Ordinance"), and shall pay to the City's Art in Public Places fund the total of 2% of the "construction cost" (as such term is defined in Section 82-537 of the City Code)of the Project(the "Public Art Funds") no later than the date of execution of Construction Agreement with the Contractor for the Project. The full amount of the Public Art Funds shall be dedicated to public art either as part of the exterior of the Project, or within the vicinity of the Project, in the Collins Park neighborhood, with the final AIPP work selected in accordance with the usual and customary procedures for the selection of AIPP works, pursuant to the AIPP Ordinance. 66. Joinder by Borrower. By executing this Agreement below, Borrower joins in and consents to this Agreement for purposes of acknowledging and confirming its agreement to the terms hereof. Borrower further acknowledges and agrees that, upon Financial Closing and execution of the Ground Lease, this Agreement shall be merged into, and be incorporated by reference in,the Ground Lease, and that as of the Commencement Date (as such term is defined in the Ground Lease), Borrower shall be subject to and shall assume all of the obligations of the Developer in this Agreement, and may avail itself of all rights and remedies available to the Developer herein. [Signatures Follow] 43 Page 1093 of 1954 EXECUTED as of the date first above written in several counterparts, each of which shall be deemed an original, but all constituting only one agreement. Signed, sealed and delivered CITY OF MIAMI BEACH, in the presence of: a Florida municipal corporation Name: By: Dan Gelber, Mayor Name: Attest: Rafael E. Granado, City Clerk STATE OF FLORIDA ) j )SS COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me, me by means of 0 physical presence or 0 online notarization, this day of , 20_, by Dan Gelber, as Mayor of the City of Miami Beach, a municipal corporation, on behalf of the Corporation. He is personally known to me[ or has produced as identification and who did (did not) take an oath. NOTARY PUBLIC Typed or Printed Name of Notary My Commission expires: Serial No., if any: APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION t �Z awe Page 1094 of 1954 , a By: Print Name: Print Name: STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me, me by means of 0 physical presence or 0 online notarization, this day of , 20_, by , as, on behalf of the Corporation. He is personally known to me or has produced as identification and who did (did not)take an oath. NOTARY PUBLIC Typed or printed Name of Notary My Commission expires: Serial No., if any Page 1095 of 1954 Joinder: , a By: Print Name: Print Name: STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me, me by means of ❑ physical presence or El online notarization, this day of , 20_, by , as_ , on behalf of the Corporation. He is personally known to me or has produced as identification and who did (did not) take an oath. NOTARY PUBLIC Typed or printed Name of Notary My Commission expires: Serial No., if any Page 1096 of 1954 EXHIBIT LIST Exhibit "A" The Property Exhibit "B" The Unified Development Site Exhibit"C" Ground Lease Exhibit"D" GU Waivers Exhibit "E" Concept Plan Exhibit"F" Unity of Title Exhibit"G" Servitas Development Services Exhibit"H" Budget Exhibit "I" Insurance Exhibit"J" Performance and Payment Bond Exhibit"K" Presently Permitted Development Exhibit"L" Public Facilities to Serve Development Site Exhibit"M" Public Res rvations and/or Dedications Exhibit "N" Development Permits Exhibit "0" Baseline Shell for Ground Floor Page 1097 of 1954 Exhibit "A" The Property Lots 7, 9 and 11, less the northern 10 feet for right-of-way, and the northern 25 feet of Lots 10 and 12, Block 2, Miami Beach Improvement Company Subdivision, as recorded in Plat Book 5, Page 7 of the Public Records of Miami-Dade County, Florida. Folio Number: 02-3226-001-0460 Page 1098 of 1954 Exhibit "B" The Unified Development Site Page 1099 of 1954 - .WO Tf9"-r TN _lv¢g1S Tno 07.7'." 21252021 31213 a bIO.V11.Oq� NNO01 D1 "3da'w'1nAaNY30NN Tvv3ai0ANd AlD lO.n94n1'rJ10nOm.001unmm.. il _ �� ��, rAa Va.. ALIV»8111VN0103H H0V36 IWVIW .uinmurd70 601110M 91'IeM Tnpp30.N smd +22212212 ` y1:0NM1nO "3"d11311Bdtl10 0213 10 00 1- °.,'.",r- "I lI, 5.J 01 011 �'^'""'I'r --.422.2120 N0030 mm,w1,1N1m i0Ov0vN1107 2131N3O ALIO 6'ON14001003001 .._ 5 i.;i;� a 4 Id011tt0c 16Twa1w 9 J903LdlAv -aao�3a.1ox31ICE 1 CANYON 3CO M 1011031 _ :, Nr® 2=125-112-41=L1-90-10 f.L _II)130+_0 17116 ,13nens aeio03d. (30110003 HLOW 1Y101 1SOS 00001 50/0.W) 7LI-TS ra ma Lmly NCNN 0.1111171311d 10om 010v11C799199 (LVld 3AV NV300) MEM LI-TS UM 1D N 113.1071TIOw 11101.31111154310.V0.S13OlY 37 OII01 31015 ON mooMt00 AR 11 1.9 5Y=TIN JO SO30Ms 331" A71WM 511 lulu o3 01 WMo AN OM 31 NOM W S 011rD by tam : nmllaa u ---- 1332115 P�ZZ 3141sa311LUJOIMD0O07T111a.1319915mv,Laf.L11199uTA311mA03731 i_------------------------}-- i :NO!IVO 1311213' s ( /MOSS $ yam. .Q� :s----' -- -1,liar 107 Atmore a mural:.r1VQ/A3111s JO Rya 1 AAI �P' a 9P' OLZ 6f�0. • '��1 // _ Um)9 1001130 ow(0110 0011 arm aolLru 30/312101 000/10/0 7,-.//' --4.,,,,T., I L r., �' AW9011V0 0013070/341 0 cora 11010 x1011314 30 00 0031 1103 0 11341 / •1- 0 - •ON011 70111ILWd74111 O a010Wd0 KAMA MIL TOL mom.7V 013 / J ... A QOLL�7 Dar 01 OLOL 3111 O 03171000 3131 611liUMaY11 IFI o -I--• I 4_ 50-'nmuswaL-1wVLsec13110-m1vaNraaow-NOON-aa-oL-3urrm1-'soz - -V� _ 151f3 MOM 70174 300000100 a3wwlMf WAS WW1!311 NOM 0370 IW dell 0! au A.V 111111 NO 030100 A 1001/31 WON( on 7139340111 1d 10 soon= S ' I P. ppppOSRRLJ ! ' L ///!..rot /� au.1111 01 a71fYO.aL 0330 SOH}TWOS 130077E 7011 3000 C x001rL7 '!/ L II 1 Jwr/m 11(30.0100 10131 99099 3u A r6N 6730111.3111 f011 O'LLrmTFI x35 �J 0640-LVO-9ZZ£-Z5 I -0 5351 Aro 30 LOIN 310 taarl-1s ON[D10W ALD)=110 5111151330111411 OL40-1 0-9ZZ£-ZO 0840-L00-9Z £-ZO l m Amin r elan 01 a.131990 0113133.SRL'0731996 At3O0m 1101111 5991 7 0 N O IIOJ I O N O IlO 03 7,w 135710 7rDlAIMS L I yJ'� O 01103- 091401.- 10 WTI fD r r3r 636r0a1 maw a0C 101300770 051-4 SII7/.ZOIC e f{: OOI 799 a x1111o1m 10038 11094 a AID Mel 1370 33 OW[W 1300)5W e5 1511113 VOUYN 1005113111 14W11 301 01 30017#1 IW 000 A aO0rA313 1 - I Tait=1033 11111 DM 20139134011d111100/00oi 7.1[1111 LWlalooan Z 101 - 4 101 9 101 9 101 O L 101 Z L 101 o moors AItliV01 3111 10)0craware lam 110 7311A7111:0 334.410 INN aw Wain 3111.1017110 ,'1 • IA. f'C, O•LL, I. j 2i z Iv O 0x1 137130x11 3u A0 6330011 m IV3131 TOOK 511 101111 30 100dVF30 311 ' •II I'1d 'OS ' £�£Z I 99 iii) �� IN 1,--1 oavuanoo I % 10113.11003 JI�IOII�B 0 § 1 1 IA' :S310N Sel0A3n21n5 �8 I ': wa s 1 ,� j A IV136 1VNOIO313 IHOV 8 IWVIW l j�' 1 •,►' • Iii 6" 111 lilt/ c/t �: Ili 1031 ID MON 03131 WI 10 133.1 310156 90101 00011000 •_ II`„Air._ 1 I I L r {0.1 YOWL!11000 3010-1,011140130 MT Q ALD 311 / b: _ Ti / -..L ,J 'rl D 10011 73'..X1110710A3WW/O 00131 594/1 30 37 A400O1r MOW 1r01311W� Nr3J0 310 9 1160 1340 w.005 30 t 17011 II 413 01 0 V 11101 1710 078014 _ y ON, *Droll'L-0d ,Iy '8'd) ' F1�--, o •_. 1 . . .. . . . . . 060 'i S. -s �171113aC7N001 L' ANVd1103 IN3N3A0adill HOV38 r 13 C x11 a/MN MI/03011/316 01 A7VII.ON 311 403111 1V0 will IIWIW 3H1 JO dVN 030N3-1'IV_ Q m - )131107 1760-51199 14 50007/OMNI 341'6�.1 lr 6 0000 1014 N -•• -•"" • ". --"- -' Z .018 '- - f m MIXON 16%AMOCO 110014011 U 10V9 99111 30 a AIa30W 11011 I ' 0 N 0/370 3W.A ON 0313111.7W.01 0101®11 t IMPS u 143'1•L 1101 I i I�� i. v 'rI z WPM 70711.1 03400 AD = 31Yd I �/ 1T 'QIT1. . 1 N 'L -110SON`d1 3O NOI1d12i0S3a Y93 "�; .00'COI3.af.Zaocs w LA I I �ral al 100 C 100 I £10111 a I. 3+'694 N P1'OHaL3NS NOIIV001 1`01"10°° m / 101 / I 1 - �� S c MON mg, mum elm 1 3Dd=1orr51 * Uhl IOW di Nur/ �� I I I'1 13�?1Vd I $ 3001 mum v /� -- 2 C 0+ 0131 60Y3 71711 -..1010 ODO6 O Di 1 Ft* .(Q Alam 9 dOL OA 1101D101Aa 1300 N. (0.101 101300313 ON)1N3113Sr3 ldt� Al ®� l 1D1N HALO AYYYOdNO 7101 MOLLYA3V 'LI 1 L:SI O Ar.-tr11Do1 AW 3Dx lalo w //�r�_. L 11 6 6 10 IA 0140 Aoramwl siLOUt�11Mw la 3132003 1x311011 i O //�N '101 O IN�)IbVd P..: I 31003aw1011me 1710 11x13111111010 3v /8 r_ 0940-100-9ZZ£-ZO l IOW 3001030 -D 33010100JOL 131387.1 311 13x0 3 / Ili I ON Pf10�oN1o�314[NSM 51 101100 133 D1D aTD / I 1 I L 301A11Od0iMa 0WU 3131303 OD . ..'`4P /c2:� ]7000700 1350.1100 4 1199.1 Dad Nm x14061 0 rW Q '11(30111 "411.1 x31.039 33101'0 079 /' Ireap / wL 311411171 M lltrN�w�m 767 I ) PI\ ,Yl .6, i.los � )SNOIIVIA32f88`d 28 1303031Cs- *.v 1�'-'1 00'os1 3 6f.Z0.. '.lc:: Pm �t`i`'w1(104 • LIS 301/.1'ERI 1010'011 P •S Cdu A ' �/ . _ rt:300.1 SOOT x006'7313 laa.ac 13 4 5=Nam0.7 1130.3030 AI eaV0 9 i L'd 7J 3rd)L 006E 1 JO 3101....9144110NWL1a11a0N O 7114000 NOIIV001 H013>1S (39V1N09.1 HLa9A TIM.13-05 ooe'zt AVa.09) (1Vld 3AV OLLNVlLV) 133211S Pl£Z Exhibit "C" Ground Lease [Note: The Lease is a separate exhibit to the accompanying City Commission Memorandum.] Page 1101 of 1954 Exhibit "D" GU Waiver Resolutions Page 1102 of 1954 RESOLUTION NO. 2016-29679 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, ON SECOND AND FINAL READING OF THIS RESOLUTION AND .FOLLOWING A DULY NOTICED PUBLIC HEARING, GRANTING A WAIVER OF CERTAIN DEVELOPMENT REGULATIONS, PURSUANT TO SECTION 142-425(d) OF THE CITY'S ZONING ORDINANCE, FOR THE COLLINS PARK GARAGE, LOCATED ON 23RD STREET BETWEEN PARK AVENUE AND LIBERTY AVENUE AND COLLINS PARK ARTIST HOUSING, LOCATED ON THE NORTHEAST CORNER OF 23RD STREET AND LIBERTY AVENUE, WITHIN THE MUSEUM HISTORIC DISTRICT AND COLLINS PARK NEIGHBORHOOD; SAID WAIVERS REGARDING THE MAXIMUM BUILDING HEIGHT. WHEREAS, on April 13, 2016, the Mayor and City Commission approved the issuance of Request for Qualifications No'. 2016-124-KB (RFQ) for Architectural and Engineering Design Criteria Professional Services for mixed use parking garages, including the Collins Park Garage Project (Project); and WHEREAS, the RFQ was issued on April 20, 2016, and on June 8, 2016, the City Commission approved Resolution No. 2016-29425, authorizing the City to negotiate with Desman, Inc., and if successful, execute an agreement with the Consultant; and WHEREAS, on May 11, 2016, the City Commission approved to issue the Request for Qualifications (RFQ) No. 2016-097-KB for Consulting Services for Public-Private Partnerships (P3) for Workforce/Affordable Housing Projects and on May 16, 2016, the RFQ was issued; and • WHEREAS, on September 14, 2016, the City Commission adopted Resolution No. 2016- 29547, authorizing the administration to enter into negotiations with the Concourse Group and to execute an agreement upon conclusion of successful negotiations by the Administration; and WHEREAS, a Design Criteria Package (DCP) is being prepared and will be provided to the Design Build Team for the design development and subsequent construction of the Collins Park Garage Project; and WHEREAS, the proposed parking garage will be constructed on the property currently occupied by two surface parking lots located on 23rd Street, immediately behind the Miami City Ballet building, between Park Avenue and Liberty Avenue; and WHEREAS, the ground level of the proposed structure, between Park and Liberty Avenues, will provide approximately 7,300 sq. ft. of retail space, while the upper six (6) levels of the parking garage will accommodate approximately 521 parking spaces; and WHEREAS, the required building height necessary to accommodate the retail spaces and upper parking deck levels is approximately 70 feet; and Page 1103 of 1954 WHEREAS, the required 70-foot height limit takes into account sufficient clearance for vans, mechanical services, future modifications to accommodate sea level rise and the potential conversion from parking use to affordable housing, artist housing, workforce housing or other uses, should parking decline in the future; and WHEREAS, the firm selected for consulting services for Public Private Partnerships (P3) will assist the City in identifying and creating opportunities to partner with the private sector to develop workforce/affordable housing for the Collins Park Artist Housing Project; and WHEREAS, the proposed Collins Park Artist Housing Project will be constructed on the property currently occupied by a surface parking lot located on 23rd Street, immediately behind the Miami Beach Regional Library building, and east of Liberty Avenue; and WHEREAS, the ground level will incorporate commercial retail spaces, art studios or other permitted uses and the balance of the upper floors will accommodate workforce housing units that will target artist; and WHEREAS, in order to provide the optimal clear height for the retail spaces and the required parking levels, and to allow for maximum capacity for artist housings, it is necessary to waive certain development regulations, pertaining to the maximum allowable building height within a local historic district, which has been determined to be fifty (50) feet, and allow a new maximum height up to seventy five (75)feet for the two buildings;and WHEREAS, pursuant to Sections 142-425(d) and (e) of the City Code, the Mayor and City Commission may waive development regulations in the GU government use district, following a noticed public hearing advertised in the newspaper at least fifteen (15) days prior to the hearing. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and City Commission approve, on second and final reading of this Resolution and following a duly noticed public hearing, granting a waiver of certain development regulations, pursuant to section 142-425(d) of the city's zoning ordinance, for the Collins Park Garage, located on 23rd Street between Park Avenue and Liberty Avenue and Collins Park Artist Housing, located on the Northeast corner of 23rd Street and Liberty Avenue, within the Museum Historic District and Collins Park Neighborhood; said waivers regarding the maximum building height. PASSED and ADOPTED this 'y day of D°cein68r , 2016. ATTEST: P E, MAYOR ! ((PPROVEDSTO, IZ 2.xail�, = ,��"-i ', FORM&LANGUAGE RAF L E. GRA ADO, CITY CLE K* ' *i•-""%, &FOR•EXECUTION 1NCORP °RAT kr,,Ci• .. :\C? City Attorney Date a 14 IP vas,••%�•o Page 1104 of 1954 • Resolutions-R7 F MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L.Morales, City Manager DATE: December 14, 2016 1:55 p.m. Public Hearing SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, ON SECOND AND FINAL READING OF THIS RESOLUTION AND FOLLOWING A DULY NOTICED PUBLIC HEARING, GRANTING A WAIVER OF CERTAIN DEVELOPMENT REGULATIONS, PURSUANT TO SECTION 142-425(D) OF THE CITY'S ZONING ORDINANCE, FOR THE COLLINS PARK GARAGE, LOCATED ON 23RD STREET BETWEEN PARK AVENUE AND LIBERTY AVENUE AND COLLINS PARK ARTIST HOUSING, LOCATED ON THE NORTHEAST CORNER OF 23RD STREET AND LIBERTY AVENUE, WITHIN THE MUSEUM HISTORIC DISTRICT AND COLLINS PARK NEIGHBORHOOD; SAID WAIVERS REGARDING THE MAXIMUM BUILDING HEIGHT. RECOMMENDATION The Administration recommends that the City Corrrnission approve the resolution. ANALYSIS On April 13, 2016, the Mayor and City Commission approved the issuance of Request for Qualifications No. 2016-124-KB (RFQ) for Architectural and Engineering Design Criteria Professional Services for mixed use parking garages, including the Collins Park Garage Project (Project). The RFQ was issued on April 20, 2016, and on June 8, 2016, the City Commission approved Resolution No. 2016-29425 authorizing the City to negotiate with DESMAN, INC.(Consultant); negotiations were successful, and an agreement was executed with the Consultant. On May 11, 2016, the City Commission approved to issue the Request for Qualifications (RFQ) No. 2016-097-KB for Consulting Services for Public-Private Partnerships (P3) for Workforce/Affordable Housing Projects. On May 16,2016, the RFQ was issued. On September 14, 2016, the City Commission adopted Resolution No. 2016-29547, authorizing the administration to enter into negotiations with the Concourse Group and to execute an agreement upon'conclusion of successful negotiations by the Administration. Page 831 of 1191 Page 1105 of 1954 A Design Criteria Package (DCP) is being prepared and will be provided to the Design Build Team for the design development and subsequent construction of the Collins Park Garage Project. The proposed parking garage will be constructed on the property currently occupied by two surface parking lots located on 23rd Street, immediately behind the Miami City Ballet building, between Park Avenue and Liberty Avenue. The ground level of the proposed structure will provide approximately 7,300 sq. ft. of retail space, while the upper six (6) levels of the parking garage will accommodate approximately 521 parking spaces (Exhibit A). The required building height necessary to accommodate the retail spaces and upper parking deck levels is approximately 70 feet.This takes into account sufficient clearance for vans, mechanical services, future modifications to accommodate sea level rise and the potential conversion from parking use to affordable housing, workforce housing or other uses, should parking decline in the future. The firm selected for consulting services for Public Private Partnerships (P3)will assist the City in identifying and creating opportunities to partner with the private sector to develop workforce/affordable housing for the Collins Park Artist Housing Project. The proposed Collins Park Artist Housing Project will be constructed on the property currently occupied by a surface parking lot located on 23rd Street, immediately behind the Miami Beach Regional Library building, and east of Liberty Avenue. The ground level will incorporate commercial retail spaces along with art studios or other permitted uses. The balance of the upper floors will accommodate workforce housing units that will target artist. In order to provide the opti al clear height for the retail spaces and the required parking levels, and to allow for maximum capacity for artist housing, it is necessary to waive certain • development regulations, pertaining to the maximum allowable building height within a local historic district, which has been determined to be fifty (50) feet, and allow a new maximum height up to seventy five (75')feet for the two buildings. Pursuant to Section 142-425(d)of the City's Zoning Ordinance, the Mayor and City Commission may waive development regulations following a noticed public hearing advertised in the newspaper at least fifteen(15)days prior to the hearing. UPDATE_ On November 9, 2016 the City Commission approved to schedule a Public Hearing to consider the waiver of Development Regulations pursuant to Section 142-425(d) of the City's Zoning Ordinance,for the Collins Park Garage Project and for the Collins Park Artist Housing Project for December 14, 2016. CONCLUSION The Administration recommends that the City Commission approve the resolution. Page 832 of 1191 Page 1106 of 1954 KEY INTENDED OUTCOMES SUPPORTED Build And Maintain Priority Infrastructure With Full Accountability Legislative Tracking Capital Improvement Projects ATTACHMENTS;, Description o Exhibit A- Collins Park Garage Site Plan o Resolution • Page 833 of 1191 Page 1107 of 1954 n i 'a 3 3 x E ? e i r E %;.: ; CGP P PARK AVE l i A `o', )0 4 9 G- • e 1 1 ---------- ..____t— o. 1 CA ti m ;six' itri s`• ry J j { C f5.,-,',Z 4 l _t. I _ D' r N � m �. ••� l B 1 y qn l 4 4 1(...1 11 1 1, ,9 i ' ------------ LIBERTY AVE 6. o—o`', . '-‘..,,,ji ...... ..... • 4 C j• I s•: •...yl 1s f i 1 l a f:.4^I•�-:'++,--rte .,.5 :-` I r • m i • ; x . 2 • • • • • m n • • _s'se a z a—!— IN CITY OF MIAMI - COLLINS PARK 1 ,t _�b. o ' - ! ? i«_ PARKING GARAGE 1.1111. i1�� .l 1 I _! .. _ s a� of�� � �r��• ;#,r na[E�g-age 1108 of'1951FLORIDArr.oaroA __.__.. —:.--- ...— _ _1 L2OGF LEVEL EL.1150 ®i 1 c SIZ(TN LEVEL EL 6650„ IXTH 1 EVEL=_L.66.50 2 FIFTH LEVEL EL.5550 __ Y -- JETH LEVEL EL 5J '.."Na��T�1 A? FOURTH LEvILEI,4450 —11 FOURTuLEVLEL44 I THIRD LEVEL EL 3350 —1 THIRD LEAEL.33.50 T W Y SECOND LEVEL EL 7750 1 _5ECOND LEVEL EL 1 50 0 BALLET SERVICE ti FUTURE GRADE FRlLTICl: SPACE a i . j ti_LAVEI.EL.1.45' ROOM LOADRY. ___-- -_ FUTURE GRADE LEVEL EL.1A . �+ 1:. • EXISTING GRADE 7— `l EXIST5 GRADE LEVEL EL.400 / L I L...e.pp.. U C7 BUILDING SECTION G-C Q WAR VA'.f•O cjj CD _ _-- -_._._-- T r SIXTH LEVEL EL,6550 l'—i - --"'- J__—- ` SIY.TH L,FVEL EL_66.5 u 0., L() FI�EVEL€L.5550 l _ - -' —_ - ___`IFIu LEVEL EL.555E FOURTH LEVEL EL.4450 Ji -- - - _ ___ lr _ JL+LEVELEL 4450 .t. 0 < ir THIRJ?LEVEL EL.3350 i - -- - _^-_ r THIS LEV.EL_EL.3359 H (/) sr- SEC�ID LEVEL EL.2250 J _ _ - --_ 1 I l SL_C''P_I EYEI._EI_.J75Fi, U 0 RITURE G ii‘: i I _ II.IL space--�4 I 9I "] 31. ,LEVELEL1.45' 4 L�._ � `--c_.�_ 5RURI:afe.41 ;—I.E`�El E Ta--.. .y EXISTING GRADE /'-- ` .___�-- --— ----EX,ISTI.\'G GRAa 'LEVEL EL.dp0 / LEVET EL.6.03 BUILDING SECTION B-B SCALA VW•IO Car ROCF-LEVEL-EL-1150 -�� - ._rfil�.c_ SIXTH LEyEI E .64.50 _ —-`- —-— -—-—- 51XTH L:YEL_EL_6450_. E FIFTH LEVEI, L.5550 ___�,___ _—___________-_ - I ... .FIFTH I+E'�LrL.5559 p FOURTH LEVEL EL.4450FOUN.0 LE`/EL EL. 4.53 ± THIRD LEVEL EL.3350 - -_—- - -—-.-. --—-— THIRD-P/E1..EL-33.50 ) _ i ._ - - ---'--------- _--- -- S y---� S€C041)LEVEL EL.77.50 _ __ __SEC 42 LCL EL.77.5q I....n Mir FUTURE GRADE -—-..—-—.-—-— -- .- 111JIIDING LEVEL EL.1.45, N - c SI•:C'noNs __ 5..-..� QRADI __ rat �_T fQ_AD€IFvEL EL.l,a PM. 14 GRADE_LEVEL EL.4,00 6.45(EEEJ -__ -—--. ...—- -—-—" -� FXISTING GR..DE LEVEL EL.4.00 A3a " BUILDING SECTION A-A dm "aai"'° WAIL M'.r-0. .16'.n V. RESOLUTION NO. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, BY A 517TH VOTE OF THE CITY COMMISSION,AND FOLLOWING A DULY NOTICED PUBLIC HEARING, A WAIVER OF THE MINIMUM AND AVERAGE UNIT SIZE REQUIREMENTS FOR WORKFORCE HOUSING IN SECTION 142-337, AND THE PARKING REQUIREMENTS IN SECTION 130-33 OF THE CITY CODE, PURSUANT TO SECTION 142-425(D) AND 142-425(E) OF THE CITY CODE, FOR THE DEVELOPMENT OF THE CITY-OWNED PROPERTY LOCATED AT 224 23RD STREET, FOR THE COLLINS PARK ARTISTIWORKF®RCE HOUSING PROJECT ("PROJECT"), A MIXED USE PROJECT CONTAINING (1) RESIDENTIAL WORKFORCE HOUSING UNITS, FOR ARTISTS, TEACHERS, AND OTHER INCOME- ELIGIBLE TENANTS; (2) DORMITORY HOUSING, INTENDED FOR USE BY MIAMI CITY BALLET, INC. (THE "BALLET"); AND (3) GROUND FLOOR RETAIL OR CULTURAL SPACE, AND APPROVING THE FOREGOING USES PURSUANT TO SECTION 142-422 OF THE CITY CODE. WHEREAS, the Mayor and City Commission have identified the need for workforce and affordable housing in the City as a key objective in the City's 2019 Strategic Plan: Through the Lens of Resilience; and WHEREAS, in the City's 2040 Comprehensive Plan, the Mayor and City Commission have prioritized workforce and affordable housing, with the express goal "to encourage redevelopment that provides workforce and affordable housing" within the City; and WHEREAS, the City is the owner of the property located at 224 23rd Street (the "Property"), the current site of a 21-space public parking lot, and desires to redevelop the Property as a mixed use residential workforce housing development, and further desires to prioritize housing for income-eligible artists and educators (the "Collins Park Artist/Workforce Housing Project" or"Project"); and WHEREAS, on December 14, 2016, the Mayor and City Commission adopted Resolution No. 2016-29679, approving a height waiver for the Project, to authorize a height of up to 75 feet, finding that the waiver was necessary in order to provide optimal development and to allow for maximum capacity for artist/workforce housing, which findings are incorporated by reference herein; and I ' Page 1110 of 1954 WHEREAS, the Miami City Ballet, Inc. (the "Ballet"), South Florida's premier classical ballet company, is a not-for-profit charitable cultural organization, headquartered in the vicinity of the Property, at 2200 Liberty Avenue, Miami Beach, Florida; and WHEREAS, on January 18, 2019, the City issued a competitive solicitation (ITN 2019-099-KB) for the Project, which expressly encouraged proposers to incorporate the participation of the Ballet as part of the Project, in an effort to address the Ballet's dormitory housing needs and program the workforce housing component of the Project with a focus on attracting artists and area educators to the City; and WHEREAS, Servias, LLC, in collaboration with Community Finance Corp., a not- for-profit corporation that exists to facilitate capital projects for governmental entities throughout the United Sttes, has proposed a public-private partnership with the City that would advance the City's policy objectives of developing workforce housing in the City; and WHEREAS, the proposed development would consist of a 7-story building, designed by Shulman & Associates and PGAL Architects, with (i) approximately eighty (80) residential workforc housing units, for artists, teachers, and other income-eligible tenants; (ii)dormitory ho k sing, intended for use by the Ballet,to support the Ballet's dance education and other programs or, if agreement with the Ballet cannot be reached, up to sixteen (16) additional workforce housing units; and (iii) ground floor retail or cultural space,with the building constructed on the Property to be limited to a maximum height of 75 feet, as approved by the City Commission in Resolution No. 2016-29679; and WHEREAS, on January 13, 2021, the City Commission approved a Development Agreement for the Project via Resolution No.2021- , and a Ground Lease, via 2021- ; and WHEREAS, in order to accommodate the Project and maximize the number of workforce housing and dormitory units developed on the Property, the City Commission finds it in the City's best interests to waive (i) the minimum unit size of 400 square feet and average unit size of 400 square feet for workforce housing as required by Section 142-337 of the City Code, to permit the development of up to 1/4t' of the studio units (10 out of 40 units) with a minimum unit size of 387 square feet, if necessary; and (ii) the parking requirements of Section 130-33 of the City Code, in view of the City's agreement, as set forth in the Development Agreement, to provide access for workforce housing tenants to purchase up fo fifty-eight (58) monthly parking passes, at the then-applicable City rate, at the Collins Park Garage located at 340 23rd Street; and WHEREAS, purse ant to Sections 142-425(d) and (e) of the City Code, the Mayor and City Commission allay waive development regulations in the GU government use district, following a noticed public hearing advertised in the newspaper at least fifteen(15) days prior to the hearing. 2 Page 1111 of 1954 NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that the Mayor and City Commission hereby approve, by a 5/7th vote of the City Commission, and following a duly noticed public hearing, a waiver of the minimum and average unit size requirements for workforce housing in Section 142-337, and the parking requirements in Section 130-33 of the City Code, pursuant to Section 142-425(d)and 142-425(e)of the City Code, for the development of the City-owned property located at 224 23rd Street, for the Collins Park Artist/Workforce Housing Project("Project"), a mixed use project containing (1) residential workforce housing units, for artists, teachers, and other income-eligible tenants; (2) dormitory housing, intended for use by Miami City Ballet, Inc. (the"Ballet"); and (3)ground floor retail or cultural space , and approving such uses pursuant to Section 142-422 of the City Code. PASSED and ADOPTED THIS day of January, 2021. ATTEST: RAFAEL E. GRANADOCITY CLERK DAN GELBER, MAYOR APPROVED AS TO FORM&LANGUAGE &FOR EXECUTION — yI City Attorney IQ#1.P Date 3 Page 1112 of 1954 Exhibit "E" Concept Plan Page 1113 of 1954 To(1) IC o.w N 4\ i p / t y£ €$yi i [ ' f i 1.1.1\1.11161=1111,. • --4 ' ' 11:' 1 '-",t: Fin" ' ilifill, Nt-..-',iiiiiitt4- 5--4 ;;F---*-afti?/40:1 IIIIIL7. \ �:r �—' • a I — C �9 1 eft c I �lra� II''''-':---,--H.-.17.77:! ..7'.,: —\ - h : w ♦ rxl \ 2 - r2 y 'iif � f� • ; 3 r • Y �� t d err,. \ y` \ - �,: _ ,, p.. ioz.\7.4.-" raft \ \, �\ } '-.:÷4-0-1.47: 0 �. , gyp.,.,::R"''i�4.%„ s • i•• 1, ♦ . , `\ j `\`may '+ru. - ',mss " .p: v-i-1; /� __\��;— 4 z_- x 1 7- is 1 \ .— ...^- ,• -c-�-' �__i�/I\`tom - y-- 7�- ,;1/4,1--, f � `r M\,1\1,11,\1,� { u� ' -% - • 4"" j I d5 1t,st15, y "� 1 ` 4 �?\��\\\ ° �a s ' is 1 ,,,t gra '-r.,t2 j, '� +n c �I .. .7".1'' 1''" g��t'� \t'',\ a{ k.a �,A `� r.S tF�, a'' '35 _}\� \,�\\ It ` 'r t lltP, 4k1, s T{ F. _ _ _.".° S rj S C rill U) Page 1115 of 1954 A-4.02 PERSPECTIVES ' .. -:- I: .v. ,. ....�. , :.. �.'. ... . . .. . .•- .. -: ..:. .,- - ;'4' .7 L�. ."'.., .:4,::,..f4 � 1 +:r:. .. .P. !., '-1y4; !.' .'4'..'y:yi '•1;-;•+ '?.., tY�. . r. 4 �. r 1 +r, i +.s,4. •5 ti. 1~,.r _!! t., *1I ?�; ^7•^:8rq r,,, ,..111^41. t3c*, 4.'� 'N O': °h. fi , .l}1.. -.R .>.S 1, -t:. .:+, .'y 5 .Jr a f�. F. 4's• y. w 'L. L.. -'l'. q.t e3•'1S ":`t" } r': `�,,. r, ..y v,r. ,Y 9a n x ^,1 d. 4.Pn. -4.., 14, �� ,, Jl.a a.. " �4.'^' ��. ' t::,t ..a',..x s�"• -`- .., :�' t ..�: ..�q ..I §. L 1 :'I"r. '::h,.,,+5..w. :;... � ..:"_... ..•.: Y �'1 .. ;:,.4 • .ar r, ..,:a.,...K .Sir h. .t ;,.;: ,.r, .�. Nt.. ^4C.ea ,.r+4 ... ..,I 5... 1. . :.':h1 -. .: 1:1 ,_, :1:.. ,,,.fit . t ,. v... --, :i'. 1. :r ,.. °' :h.- .. M1 f4 I. Y ,:q. 1. h4. ,t 7: IG."?".'. Arm .. mi. hu» .r3 A- M n� 4. 4, 1. .91h ! ` f ::N �.� 4:: ........ .5 .e r. I:6' f . - ) .,. :. :. h.. ,. - I F:II I.A . w. .� •..I ''.I" .."'C I '�,:,� .,,,:1,1040,0,0,44.1,,o:,,;:.1,,'4,".. ..I. 1 4n""w!, -,tl I...., w ,,-h 1:Il.II. 5 ,. . . t n.. -. 1 .. Iy.�'- S ,... .r 1yr,.^�I e:.n.>' ,{,.�i��II:. � 1..,:I :.......... .,: . .+ .,. • ..�w .4 .4x'�^t <'rJ. k. r I .,ui• I,l *---F,: �-..i! p.. J n.,. .1 .....� /. �.,. ..:. ,I. ... C', r�,,...'I'4 ,9II..,mIL, .. a dt- 1,1.�M ::.,f -. 'fi : a ..4 .. .., ,+, NI .N 9k ,d A r a S. .t. V i ..I � I d'.r + :,:' 1 :: .�C ..1 ,.. ... .I., ,. .: ,: 3 ..,. .1 .. : :.... � ..i +, , , 11.1'1 h. " Fi+ 1 ,..�. � �.,+ I. :.. I 1. I ,. 1 , .,.. ..+, n .Ia 1., �: ,.:.�. 411. :; tw Y! +:.. n . :.. ::.._. ..,.r,,. .. +'I h.. 1 it ...n I .... ... + ,. ..4:,.n. ..,. ., ..: ., 1. "h... 1 �. ..e'4U I �., 1.1:yM.. J' l...n:. 4 ..: , .r,: ..�...: .. ., 1 ..4,a.,.:.. ., :Iy. --, _,1 .I :u -,. � -, ..,9,+.`+"•+,i1. •W. .4 r. 1 ht ': ��' IF rl +R .1.11 .I .I ..! .r i , .5 3FlI w, L dr'' y I :'i 5'� h..x :! r.1. �'� II J, .a �'I. r n: t:.'.+ + f _. ...,. �'. ..r. .:nr.. .: :. ,.,:,.: I J :::, : . -i u, I -:.n , �:;n',-I4, 14. a '<T .i...Y � e. L,+ I.r .. I.. ,.'," { '., .. , .. I I „n u' .. h 1. .v ,4 S':.. I.•,, J nr. . ,:. .' � '. a. I �.. , 1111 `�, k .lr .e � 1 t. J t,. �a^.ti k '•^.',...,-,k‘: 4��' t.. �,.:� 'r-. �'c i:,,. .:.1(". I .n. 1 - .:. ... .I , I � :x 4 9+" + .. .. : .. � h1I,i I ":. 1.. ,:o 5411. „jI. .dl .n:^i.. i �+ k I � 1 ,:,. .: TL, ',,.ea....� a ......L. .1. . ,:.� ,� 1! q1.. .,. ,..+. A.. �,. 1. u :: , . ,. ,a4 �. GN 7"w � I Ir„� �' -NF1 `II4^. ,.Y:'. .n.. I. � ''tl. ::,." - �,. l:.:, .,.., ::: ..., 1 I Lit 1 41 4 ,:u 1 . . ,., >� .....,: I 1. f J: ,tx.+ :,: . . t,"n .,rE r .k b N� � :.^) I x f,. -. .^ 11. �11 1: N.. 4 1 r1. 1 , , 1 7. , .. � 1.,1 , 11 ..I w4 ,.u": , r ,. , r ...,.: .. I .1 .,� .,,. I1J ,.,, I. , r., - 5, I ..I ,, all ��I � I X,�. r':"It.r ,: I ....,,.11 ..,n tins; d .. F II ,h�i :,.p 1 11 .. ,. 1 rl . .,.11 .11 '4 a`�. ti,., .:1- 1.,,� ,.. «, .. ,. lal ll.l.:. .L r, 4 .I,:�II ..:�'�5 ..^I r 1 I l 6::.. > ,.r,, , ,I uuIM. u �....... P - S.• r �5 'y` !PEI r. ^�,_�+.:11 r .1. ... _.. t . . 1 .in .,. ,.... ..14 �:✓• � 1.11 :1.....1�. a J •r 1 .. ::e-.�.. 6 � � .::.::..., '� I M' I. 1 ..,,„ , e^ -:+� ,L9 d.l h1,I T,.., w �s K.u 5 '�5'F. .4111' t.I:. ..1+1,[ti ,1 1 'c,., ... lr; :, 11. N.1 , ..4h :. 11. 1. 4. .,,.s1,. r I .. , p.. II.16:1 ,1�t .e ,.ha.„ I,',, 5,11. I' .. :,.Lt�e,� ,. .. ,: .. . 1C,.1.. .... . ..1 'I 1 IN � .6 hr:, . .:��yy.r b �IA:, ... ,.^II L , :,.e k d_ S f ) r ,,i 1'. A. 1 '40 :141 c .J4,': 1 .. ,„f` .f T,..I .u. -.:,.I I .-.�..., . . , I ,1,-L1 ,,,qS 1.tLl4'- 1, a .� :'1, ,, .R .1.I � ��^. ..a':.,wu 1 1-..�"'.v1 ., nd. ra I • .. .. ., ,_... . -., -.. . .... .. ..1 c.s. ,. , .:+,. TT .: 111 ,- .. I ..,.. - t. .:� I I:'� 11. -.1:. 1 1. •u4 '.d 1 ... �. _-r. ... .. 1.. n 9 Ilan: t 7-.f. +.. I�pp, . , lF: e f..„: I .. :,...}9,. ...a .. 1 :,�,�: Lh. is l d FY'. "lie.. I k. :�J,Ir 1.:. a - b xsr......I. L... �..> :. a a.- .. . .d.. .11.. . r., llk f .I ..r�.w:.: .,,r. h M.'9 _�,. w .1.1: 1..dJ. �4 ,,: 1 dl. N. ,�mlh Itl�L �1 h ,r...,I L. 1 , :_„ -I � .,:.. ....r. r::. .. �, .. ,C4,. .J,. �h ..1 9, "Tv...f:�w,.. h4 ...I.1 ,.. L. I+: ,I.�.. u � II, h1 :..� . r;'. :. I.� 1.a_,?>a -+..r.. .,,... ...._.,,. .. .. .,L ,,f .-+1 :5 J ..1 ,:>haa,+> .^ . ',-„ l ,..€'+: 'SI I�. _a,n 6F:, •�Il l a Lt ,�IY.1. , -n,i�.a .� C:, u:,..+. -... .,,,. ,....L1., '. .,P.. v .n i� ..r:, ,.,. , aal ), � ., :,<<.. •,n ,1 n .�• � '��•�ay, I 7., t. 1r• v. , ". 1..1,... .. r. .... .,, ,, -. .,.. 1...>•P. ?� Jr�,�.r. 1. h,.. , .#r � ,: ..f-.-.^ T-:J -:.,.. ,., N ��r.Y1.� 'v^ '�:.4. 1I :,r.' :�L, .}y...,I .>.111! _L r II 1: .:: ... , y ..F ..:iffE .d.,} ,.4. l.}, '...L .l f41,1 f.:n ra I.:. L:, 1 ,+L r - °ir ,�iy, rr'J' 1x:'4,: r1, _d` ,h,•m rl IJ l '�rl" ..,I'.,.4 .L: � .-, .- l,q: .: .. 1 .,. ..... ..[- � . ,x+,r..'n,Tm ».lu, 1:1 �'rL.r. .Li. } • 4,1 I': Iu I ,I°,':k w "i. 4.V.- ,... . . r.. .. • ^-Y o n. h, ,.,i'1...tT „ r ,,. A r- :,,.* :.,a.:... ., : •'r .I. ::I. 'Ti; :.:Y 1 ..4.. l C;r 5... '-) : .I. :.+ '�. ..., _..,... +. .: „+.: :.,: ...,# ...>... ..p -1, a h, 5,4., 4u•,,•.,q .«.. ......al t4 w1 I r: �`�y l;.:✓,: 1. '��u .n 1 i, :::4'.... 11,. I .,: ,. .+ .. 1,....., ', .. f,. ...,.0 � ... ..�, n{ ., .Iv .9'i �'� h c ., ..•! 1I 4 .I:.n 9 .� r a: a� ,! ,. ^H c. .,1..k , r, . a: u. I -',�`�" �8r,'4•:1r „„3'�-.,4: 4-.I I 1 Id� ?`.�' t4. f I '�'c., i„ .. e.. :.'t :'.+ m, :+ a w t : r 4 G -N± y.. 1 r 1. rY P,d : 1 �. ,J.'t, .4. Ih1 R: .! .;yti.S ..". p ,.,r '1. i9 ry 4, F f :�`'+. J ,w,' d -y41 ,`�,. `� N .. ,,,'I. ^"' y r� "3 ! I. r'a.� ' 1 rink«. u: :.z I,, h �'4�. � 1 ^ 41: t r r I 1 9',Jn'.i.a 1L. � L i4u's�a "' 1 ';1, th+i '.,1.5 ,1' , 4 4d.! +":,.y i•. . L"",.0 e!) 5 AI. 1 'N 4 �•:, --n• : ! - 4' 4dlli .v.Y x. - w.a 1.. ,F:R. -k.�. .5,. J J : . .' -= ' :- � ,r,4;,.. I �, � r.; .�, ,'4.,,.r' I ,rti. 4 I��: r y I II n,.ar, 1 .F ':;' '� �r 4. •� xh:Vit: 1 ,Yh„,.f �,I'. i' '- .:.;: i. vS r �,,�+,. ., ,..;. ,,hy,, @I. d N 4.I: 144, 11:1- iryl. f4 ;t,,^ yy+ •:34 aM. :•,3,: .. I 1':-:4 :A- _..[.. .. - �a" .: ., ; k; :::., ...,. .f. .3 \ r - N 411Ih.rn':• 41;.� I �.L�,y 4--x•."44' S.r k ,:$ . a t :. ,...:, ;: ,.: 1.:.1:.11 :e 1 ,.., ,iF J .,�;;:� l 31,.. ,, ? ,.,7gx "1�'M,r•: II!1.+,:.dr ,. li �l^.i '.r �. s.. ..... r:r ,. ,",t U.hS 5 -:....,Fa Y -.,:+.. :r: 1 u .�'� p ;IJs Fn �w-,, - k' a..4 uf.:;t:,.?ice .y. ,• 51101111 r '7h, � :� �' :'! ..3'+4 uy.h,„ ri Ty' s "•i y �. +r. r" � k 1 x �.�.hs �� 1:h1 1• +�.,,; 1 ._:;� ,I t'{ a,2 a +1 k'� ;� y.:i'f !.r a. i I.y, 9 J ge l•r.: 7 l , ^5 �....:.'..:.';,:;;.:;.;,:l':."..:,.7.',.-. �:^ .: 1 � t„:.�..,` ..4 1 � ,r b , �t t � )w I C �`+. a 5 .1+.:. r ,:: :: .,; .: ..... . ...,: t .r, t , ,5' S S ri 7 Y-- x IV.fR , r - 5., rub •? k , 'rkk,:t C^u 7,�. w a. v 9.t• ti:f I . }r +y, rx: it 1. ",4.: ,t�;. 1 f. .,I. d � aJ t -�+ S .1 1 ;'S�' 4 '�'�.1+7� � rw '�:I' q "i: i 5." t +•1 •. .' :ti+:.. +:d 4 'S,1 '4F.' r % >> ' n'. ';:M1 sir; !•Y .� , f:4% k:.:x. .'9 r I' :*: ,1• ::1:1 w4ry 3 r=', .a . .J, ,• -, -F. � -.. . 1,:+'u_J. � r4 .. �:r.r T.,,. V, 4..,y ', 1,£„ ,k 9` �, r„ ..11 .�« ,1ry1 :1� •rl �'�..'k,'::, -.k.+'.;. .: �+ a i � + � .f I. ... ., :1r, ., a....., .,,� in .,,. L -u :N,C ,±?.<. _ .z?"+ w,: 41r i':4,.:1- -. _+eN.r ! J 1 r r .5a Jti 1' xy: a+ A +4„ .:. 1 :i V:., a :c k5 ..+ .: ,.:P.`,'a.l ..I 1 r-,p._ r�. :i, r +�4 r. .a< q;..... y .:.,- �'.. ..: 1/;�.,..,. .. °! 1.. '�r...1 �+ e... ...✓c �_..... .1:Lf .-.., v,. 1:: : I .:y. `4. -_ . ,.. .d„1,.:.. ... 1m 4 . ., '<:... ",, ' ,1:11,,,.1 T- d. 4,•• 1.x:',o,". -a.. I,ti [.,{•v1 : ,1. .. �� .Sq -"A'� ^� a -'l. . .r•.a. ,.::. -,,. n. ^ ... ,,. .: s:, "i,' ... ;ti. .. ....... ,..3; .•,v..1, ?. I ..:_., :..4• rl. .h:Yt .. ,§4^ J ti :. lJ ,M � i'aI 11 ,, .I r. k r �, � x ..,,.4. _: ,., .-.5.. ...+ . ....:. J• w.,.., fYP r.n:, , ,. i + .I.. , "'• v: ., rt. �v I 9. - ,' ... I.... :: .5, �: r .., I .. . . .. , p. 11 .,.:::�. , �i� . ^:.. - :P�.,M,M„„.., � .::, 1 .i:� � v4 i S.: 1 . -,:, 1."b I.IJ,. ;e :1; ,r ".. _ ."Y.`$!. ,. ,.41 + .4x.... .,,.r ,.>< IT:, : 47.1 u�. q '6$; ,h •�". {� N. 4.9.... " ISL.. I. ..-. ,1.. 4 I'n., .r. ,.D -,•iv... 1 �I 1.111. d.. ",4.. ..1. r .i . ,,,:,,,,,,`e,-1,,r6••',,;!!,"4',',..1!,",..,:,,.'41,,19 1 '. V 4,.':. ;4,,.i 1 I .:1 r ,,, �+. ,. I. .I.,, jk. ... .. J, ....,. ,. ::: r.[l tis .R. :. f. ."i r, 4 R., :.. N ? 11I,rx Ci+";+ ^Y 1 7�: IRI ,:J.�w'.. �.. :L�,,...b ..,. -, 1.1._. ,. .. .i,. �.a�+ ,. A. y"l,.� ..d,I �- r:l, n ._ s - l .1 u [ . . . �� 1 1 rh „R ,d V . +r.. . .., 1, 4. t-- .. .+..... ...,,. .r.1I�:� - i ,+1 , J �u.1..k1,x + .. x44 : I :... .... , r... . 11.. .�., r . 111... V .. .,. .:. ,T. �I . ..N f: .. I f ... !._-. .. . ,.. . ... 41 } -r;1, .1 ,,. r.5 .. r 1 .. , 4 ; ,.. ., k 04,1^,rtl 1. ."),„h, r, ✓, -d: Y,q, 111 I:rr' 4i, ,IF'4:. .1.4 11, ., .::. .. ,... . ..I 1. .1,r ^: :� ,... �'�+'4y�. �. II P 5 m:1..11,1 ,. r.. I,aI� I -I,. r h1, :.,. ,.M. , f .A.It.I ,1 r ,-�iIW 1 .1441. t't l.w .r :1,:. ,�.1.. I.N1.. I'' 1.1 1..0 ,. 9 ,r..r. , a aE N.I 4 a. 4 -1,- N' •4,•.*r ,. 4:. �. . lr. „ .. i '�,1 u1 4. 11:11 .�„I ..d:. .., 1M1e. ., .4.. .:,.. 4,I t,I.If. I...Ir.,. .. , r .r 1 -I. .. ,... 4I , r 69 P � -.. a,NI Q 1 r.1 h h I ,�. '� ..r^ ..1 , � r I k t .411.. ..S':+. :"<.:. .I. $q -1.. 11,41 1.. s 7 sit .: + G,�t - ,,+ . . ., ,..1 �",..1- k. .. . t ,I',. ,-3f .,., J 1 1.•. , , „, .11. N„�•�. '1�' .. 1 r .1L N,;:-., , --... l ..1n ,.1:.4.F. 1n -11 5: 1: i"4 1... x.til. . 1 4Y 1 f f. .. n x I. ..1.. I .1 • III� 4 'h:P M �!- ! 4.1. ,.- .,� .h d., _ .. 1 I 1 a .1, n. 1111..41 N.d'fi ,. . ..t „ h , .: 5J' �... r .s' k lam 1! .. 1 wJ, �ir..r t4. r: 1-.. -,... , .,... 1, r 1 1. i. ..1 1 � I- .1.71... ,. ,.� � . .,. . . 1, �, 11aI� m.1 'ti I. I .11 N1 .�' -I I I 11 .fit IV IY. :4. 144:. ^ .. .'9 ,1:'' ...1 1... <<:., .:.,, ,.11. ,.,, -+ ,..': '., 111 J �y ,1..11 r'�r.' 1 , ,, .:4111.+ r4+ I. F I m a^ a , ,t 1 1., F r4 h 1.r"4 h. I,l a « 91 • •.1.. < I ' I k':, ! ^i+ I ,4 I. .. 4 I :..-: .. .. .:. T. ..1 1.: 2 111.V. .�":, .1 1� r.5 �.1. .1-:: ,....^.S�.. , :Na I � ::�< .V. ,..��i•' 1�.- h I. 1. .1 L. . .e v I 1 . . t w l .N .1111. �< :, ._. t y� � Ih IN.N,11 +TF1 1"rr . � 1 1I .1.. . .11.q. 2 .,.. .,.....,,. .. +1, �,... .L. ... .... 311 � ,r ..:.FI u1.x''+.u. ,. 1 V1�: .. ,u. .:� 1 .... 1.. . .,k• Y4 .. iN" ,41 .,k 1 ,. a:,r.,.. 1:: .:. , a�1at+..L -.. ,., ...... .. _., .. m :h _,,^ :. .. �. hI„ .,.nF...4 ..> ..- -.. .. I. . r. .1 . .. I z"�Xa' i s'':;1 s.: ... . _ l- -<. _,.. ... .., .. 1 � � .,.r dl 11 .. ., ,.�,. 1. 1.., _...: 11...,. ..{ .+ ,.P.t 'sr' :� '�.: .u,. �1, k. �1 } I '. G .7 til. , 1 ,,.1:.. l,M. P ..,.N ,. v..'w•:1 '- _ ,! iC Lh, .,.1. ya.d.. S; .ln 11.. -!,n 1 t.4+, I.,�...,._ r 4 :.. 1.., 4:d;,.<, �.� ..,8 q '1. ,,.L ., ,,11 1.11 ..l l.i,".F 1,.. ><sl•c, 1w. l.. .. q a. Al.�� d ... ....a m k •.4�!•a<m I 1 rC „r, -n, :t 55 :. d ,h.. ....- �..1 .', r ,.-. +s. ,, .?, 4, 4,,.. [".r. .11 , r1e,....., . I� I. ,f r , n.. ',.1.. ^., 1 4f't ��rV" 14. 1,11.u.1 .114': .r .Y•.A ...1� r:,1.r: ,1 R ....-.� 11 .11 7. _. , ,.,. ..,,I '.1 1. ..C'...e,. J a Ir..11..N.. ...- +.,.�. a.r 1.1 ,.� Na ,:.1�1. r1.... ;.,,ti» ,+S y I �,.. X64 :r.l l 4�, f.l . 4:. 1. 44,.. -, k. -1, a:,.:4 .q,. . I? +gi1C I n,. 4.s.,•,N. , 1. ,sl ¢.,+ a n. i. J �a5. uN 'ad II Iti0 1.1� .i.•� 4 "�.,Y.:l,,, 1M1... .,� ' ,. n 4� „<. ,r.1:1 :._.11 ., .... �., �.: e4't.+. w r.� 11.11,,. 4. n :.,..I� ;]"�S,'i, ?� ..I, ..r: L .>a � � I h.a. y3. 'r.r,,! r'>'"R lk ,t n:rl. V Hyl h .-E 1�,� h 1 7 Y1 4�. .., I ,1.1 . t n.:y. I Y•. .1 ',d. 'Y ,,�`�'N:+qq �' '�- 1+ .>:1+ r. C,'>. 1Jd J1 -�, "``�.' w 1,4,. .?•I,. 4 ?r' bre. L1J "ri � .�,:.P 1 r: ..�:., II .1 ,:;. 1 ..nu . ;. `„• ps:r,d^,f.,.4. �... '1> 4„L ' a :^..a:�rx !si-c 1 5, ,hi -1, y t 1'N1: -:,f,. ..., 3 ,r ;. ,1 k ...•r . .., .: .... , . , . 9:, <r+x... •r: b b 'd, �9 Y:, Y 111 w ,r . ,^. .:.. .a . , 4, ..., .hi.: ,.., ,.,y.., .....a..•rs.. .. Y1.rWs 1 .1 I-lll,..q.1 1„ VI-h..:., r a :u I '� s 'a# u. rS d� I ,. 1 - I. .... ..... I v..... ... `4"T�!�'0'. aP ... I , :: '',.,,.m . ,. , n 7^,, .. . .I II ..L,:I? is .I#n!'. 'Y91 F I':3+.n -$ARr•: � t J..r I' r. ,; -. u, ... .... .I. .1. ,. ,. �r.,1 e... J r_:A.I J �:. � ,., v w.,.,.:r, ., ..t�--1'. P, r'1'- m .� ear a. t. f$•-+ a.. P.1111 �.:: 1 ":.. J{ .l,.r ,M�} 1. � ,�+. 1 Y„.r,ssv r '..!'• .�v.rr: ,1`v;. �,.,.. „^°�'," '�1, y_ .�s II'Y �h M i. � a h, 4 -r.Z'rf " .. .� .M r, I•..,, � ..�. ..::; :1-1 a'r .,h. 'rsi.n'� 1 ,.;.r wS,B ;; J : ';. "i„. J moi. : �' N. fr*. , 11�"�r �v�.'" yy u7�I 1-wi�li 1 S. a 1:7 5:1 + .1.: 11 .: -L '7T •.: ?',::• ti'ti�,. IN ",,.r.. Mu ",uti .,t; t. .n ,1.1 :, i.,w,1.",'N'o.a ::�'C l :V•: . .1.. ',.�.,.. 5 :., .,.. . •.le. J.I+; ,1"^. , M`1�: � - ,... .. ..'N'. .r .`Gh Y441F `7y1.Pa:1. na r' 811..111} f 75\ -< .1:x. F,. ;. : .,. .4.,..,-., 114 ....:•i" -r.1. -.3 4,. r , r U v 4M N I4ny'S4 zw '4,1,1 r. Ib. w„ .:*+. YIIF :FII:. F �m;1,g„: rm. xt ... I .:1.1 ,..- . �r5,, ;.:',r,,u ,^d,.; ^,. _1x^W..yl�. �},� r... T.•;$. 5 ,.r vxA to,r1;4:::,I 1I f,> 4 u ,.,;,' ti :.-: „1 .¢r- r +.:. r, :.7,,, *:'�F ,' z',�•: 7t r' '•3' p 1 a 4r:.#n u-r ^'u..S.fir.` ..I. IN a j, d 1. • .sc ,r �, p,,..?,'1 a } v tr w : 1 �E,�t �; ti ' K l Hh S 'ky, r1Y 4 5, ,,ad{� N r i :I, f 5 L 1rc N ! �v�hii'. l k I�r I ..1 ';u' �,r ..„$.......: �*41.4 -, ,Hr I:..k y: � ,' A",. I 1 1 '..1 Br$ 4 i Rn f-'.1 "�L� 1'r ti ,, �'�'S b:li.� w _ --�: • �,: f 1 �J •..: 1+;' *;' kr?^+.? r' d $.I {' err 1, 1 1 1�1r�°.,�w,� � ;,u h1 I � t .w I.: '.I,qR If,. •-.;; .::::'::1.4''''''''''''''':.: •r:{ :'^ea, r .;;r" II °3e. 'Ftl w e 99�Ar h11'alirl wx,l,i.X .JyM1:'.4,1'`w 4. r ,:nf�Plh r:PS ,r iSJ4�1'vi11*' 1,:. .: ..,s1 ,, a I -�a. i "' aaN ( nnh,$.;` h L f n I N' i i�F 1:•] N r.tia.,illLrr ",:, ..,'4*.; iL .I{f }x b :W-�9.. t 4. ,.',_'x•• � dH y„ 1 [ 'Y�k...y,.,'4 1 11 ..1 w... , ppg�,S:a:6...i;rq ,r .' , .I ,+'CIM 5 1.. i k.. !:ii ,r' '! '''''''''''''''''s. �1,Ij;r'^` it''+,"r d r,i I l w i''�r {,LyM1;ro.. 1'4 t.. i 's;,a u'lY .. :+ 1.SS r� .'.V,. . „1 h I,� 'J�I hl t t r. f iil 116, `!dr 4'r pld'-a q 1 ry,J ''''''''21.111.;..' „1r 5•r III T n;z :4 .k: ^67 :„� h:^' YJ �a r..r•. r. n. +,. r , +::'� �.1:: yli l" ">�'; 4.d'^.�'v. 1 x9,F,,,:y 4 ':I: 'W ;4 Mil r.1-^,r 7^' .' '6; .;:r.. !, ! ''''''''':",..,0. ?I v,rl1. t ,,i t{. zl C'i.;;q� 4 -.9.„: ! `"ill..1: ,. i,.:.!....:,$'1}4, 'I ;1.r ,P'11 1en11,rm.o?t ; ':, r,.l:1 11. ,t h-;,I aI NII YIP, n 'N p,.illi �M ?4,4111i;',44: x:. - S''•, .f„W1.,nlr(1 j q j rl;l Aa.. ''F+• . ,I• -.,::.,,,tv.::-'''',.11:1;',;.':.:::"'ii'::94;:;...:.;i:. 41. 4 u ,i, 1:x ,^..,9" :,P14 by 115„,y,,R 1 on.54 m :141,1:2ai1 II 1114; vY Iln. 1 N ^�,I,.4 -54:iId1 ,.. 71+ x7 li.,u,1 -q.1 dt '11:r 1:w .n. �'4Y+. Jw, I.1 rb 1L: 1:Ik 114,1!" ^JdiP'. !.r,A 1 I!.1 n 1.1 t II4. f:Il: 'q'�':Ili 11, 11 -I4k. :.,I!I 1. r � JIk I � 1 'l�yq� II 11 �J p .H 1 A 41. ;•,,, „I,x,.rk S- 11' a Fl.: ^ .', yd 191:4;. 'il. „11I.�' d,y 1 •,,1,411.;:,r •n�„ ':+ a-1-; 'w1 k^. $.ryiL-14,.IIBM 11.^,a 1 7y11: 11�I.'''''... ?'„'s o, 111 4 v.,u,, ,11b,1,. de::: :::'!1'50,' � 1iw ;•'1: .} n,d1 l�h`tV'r 1 51 .1�1.�- 1.yy,,11N�3p{,, ,W. e,i1e1,,,L�'ll 61 is i R ,T ftiu,M,4na iu,d.;, .J 1 �•-ll��w I w 1;1 IP .IY1d II . 4,;A1: ,1i .-:p '"., 1 n;:.:,, d a .•.t. II h Ir.�Sk-,: y �l,I lm..,h, �.i '.ri'1, r.,, �1'+m.,,:. +� .'6 r, 111. I �„ ,i I4^°k 1 ,. >, `k1 � '4 n IM1L,'.. '+ „-. ;a -* d'ql t: ..1,Ia,' ` *S' 1:�,?1,.I. µ, , qq Tq:r..1;1 'L{ h';r Ilil .I.LJ,u 11'1 li,,14w•+ ,,.�'`?F,t +. "i, •I", �'1,,J,l� :1:' mp i, 1 :14..14 3at.1 . 114°J itI. .+ ` w db ,11NLiy 1116�IIi&In I,1,';';t 4" t IR til�il:�11 �li.nl 4+, N't Ya1',ti'�". ,r,"^ ,"M1,; I I>'�J. ___ "1'':, fJll7J 1t, u17r,,�.'i x t. 'FI +I vi: '{ k 0 , di: *, 4. .T �p�,. '7.. � ?."1^s.,_....I .,I.u.�yrs"'tT �pr 1 'i e{141 .u:.11 b`^.r 4 aF r-r1 • IY .:':S r 111 1>5 t • " sjiiinsu • 11'L� Atimir 16'811 • 11 tNN. R. h+ p ': • t4-• 1 Ark1 I Ifall I fl If • fl IIt 7. "i', 9�tI, tr D ild-.., N .. ._ -... a ! I 1IItl�l:�h i ��'fl.._._�[] RI •I�•_._.- ....._ ... N 4 • INS: ,..i+.,.,1, 1. 1 • P v4 z .; .'�.. �, „y • 4��,ggd `+"-.. a ; 1, 1 , tip 1 • t +,.1 n tea' , i _>, '..,,i'...!-•i', ^.4• k- ry-i 16;1, tr 0 • limit, f"h .k •N i I , rl�� -e yt 11 1 1 `F � 1 P I. �1 :1 1 r ,� JO.:.:,,,..„,„,,.,,,,77...„,,,,,„:1,,,a7....,.,......_.,.. r. .. 10;1 �.t: .J, :, 117 :.:, ,Z, I uu,1 :11 -^I _,'+...r-� 1 ..:f:`.i 4 .,.:.,111, 7 r•rlrd p .:F.y f Y n^'i• ' 1 r 1: , _,.. t N d ?.4 r4M 1 r 6 : 1 rF,14 ,jl e ru �I f 1 I II ----7:-... I • . r ., ...,... ,., ...., 1. ....,o-..,,,. ,.u^. ^ .+ ,.,. .,,-.-..1.1... .. , ..I . ,. - J-1, • Shullman+ Associates Collins Park Artist-WorkM force Housing DRC Mating ®2020 Shulman+Auoeletee 12/23/2020 p3O , . ; , , • 0. .. ,:,,,,,:., , .::•: 1-:,__,•-„,4 4.--1-,-.:-. .,: i I '• -: >(n .:-.41::: - --i==.:-:,74,-7-------4-_ _. -7•:: ,..- `, ,Z,:-.z,_ • '• -; t ...-t.,7•-;;.,1 . • ; WI 7. ,1•••'------;_:4!..37:., :;,::-,,,,V,Nt,_---„,..2,4-kt--Ti,-:---77,-. '-;,-%V-4 - ' i-,:,trz;i 7-RI::::,;,.... y c .-- --;:-777:::::...,777,-..-v.,•--''''',.!•':'' , -',.:-': !I • • , ,1:5 . , • . -4.- l• '! .w :'i. "'.'P--: _ i Al •ID '''::!•''',• -••.i').::•,,:a.:•-"iii.4-cf:'-7. •:', '":?'1 iika :7,7%. .?.'--r l''' • -- tt s•i_ ''' L':.::'..''':%iU['.'.i',... .',01g:;:.;•- :'': 11.r-, - ,.. -*:il i f'!=_- 1 : • • en -r- 0-;';-':,.,:f.:,.,,'...;.7:3;:-; .'.'-;.,:.: 1.m=n,:::::-:•::•..;.; 1 i: -s _...rwit:i 1 ,A1 ,,-,•45 •:1.41 '-'•.:;::. -,.;',::::;m: :.FF:.'t':,gee:',.•';.,'.?‘• il.'::.:-.: •1 :1•:-..5,1-47.!,_.! :,. -..::,. .:, ='-,m,mu.:::•f:.N--: :- ii--*Ai 1 "t .1.,,,..,., yi -_,,.,... -, 1_,,;,.-,.,-...„...:,.,, r.....•,. :::.-:,,,L,-, ,5-:.j . ,iiltik,,,,,,-,,.'„.-_. ..,..:: . :,--•,‘„ ._ .,..,.F."..; ----.,,,47 ',:i:_zi_?!.:,....,., . • -.,.,-:..,.. • -- ----, -: • • • - ,-;-; • i •-•,-;74 ,,,. -:,‘.,......1 ..-1;''''''''''''"?:1'N-4•`.: .,-. .,-,.. . • • . 0 'I °4-..%:,--; --. :,- • _•;•t-1,:,-ka:;•-..,,-•,••••=,-(,;•;•4*: '; •-• •:.: :::, ;,-i.,., • :7,,,,,m-,,,2,".,-.,.. .,... [I,::,...,.„7.,: • . :;,.0..z., 'ja;:,..,:::1'-. .• .:. • :f 47"41,..„; .4,...if'cl.--I.:;:';'. ' ,r:i...e.'.::•':-:.;--L-Ir;iArrkZ7:'`'VV`;i-n ,, ;[.: ...•<,- ;' -'::(:: 'd - • •-:,', 3.::;,.K:;;I::-:-4::-. r;•f•;.;1:: :'•'...:;.%::::''IMI''-'4;?;;,44**X0At'-iRek,.i /II. I : ••••• I•''!! ;'•-; r I.1 it.-41',, I4Silri::',9,?;*I'I,7.-•..•:;1;;:';;;',-- -;;;C''; `,1t471-41-10 :1.1P4k5;'';'. '• I r j .,...• , II- r 'ri'7. '-..-.II,IIrr ..9.,V0WrIr6r4-.Ir'r :,r.;;Lir'.r'rI:..;-;01M;',r_CQ.45-'14111:44; 4'1Z,IN ,,'''',,: I. I'.':',::: I J1'; ,1'.., 7.:.4'.:, Jisiv.%-=7" .•2, -...T.,-•,,•,,s-•-i,!,-,:-: 7:E7„Ris-,::*,_,,,,f*Fi,,,,..4,,,.„41 ..:: : :.„I,....„-,,;•.- 1 :• : • , ..,-;:t--.,.z,f,.iTi=_--.7'.---- -.-i.....,,rmEms,;-:.,,-, ...11:fg4.11-itAkyggrl • . •i• ' • — - moms\—111L— -,,.-,,L,,,,m,-:;',,;-'o-•,o;--•.-IT,,, a: :••.::;.. :...:_, ... '.,, 1 • 'Link .,„ „-__•1.:7;,,,”.Matr--k;argem.,m----11118111111kA%-kil-4tz,-..,-V4-11.14.z.7.--,,,t4-1, -•:.&:ii : ' '..,-:: i litn•••-P- :- ii'7=-4--.11'm— - .. . ..1*444.0011-727Zgg •11.5:-; -.! ; .-.1#•W%.9' .1111rwimmtilllimill ...t...'' v, r..',--_rze•RAME. • : • it7.:•?:67:;_k..2-,pkw.z.z-a„111,4 ' ':: 7.5.''' - ' 1-------. -•:.. --A,'4a-z-ii,-- iimmailumm.7L,....._,;.,,,,,,„:z__,,_:., ..; •••, .. .. . ,. -... .. .,..,_- --.._.. . . :;.:. ;;::.,,,, • :.:,-, i, 1 a,,,,,z,,,v, -! .-..f•----,• i-72,-i-i:•'':- 'D..,z,'-',7',,W,Aw. a ilk 1m _ ', 04-;;Flt• -_, -,1751%,1-;-: 2 k,',.,-::.-_--.- • , '• ._ - ' - ,'-;':,''.•'-'',1'':..;,, :.'.'''="' '-'Zr''.1" " '1"-.'1'47'7. — s IL ''-'4-i-,-7--'.ifitifiNgifii . - • I : : -----r- 1,717tiktAk-g , z, -?.:'•;,'•;•0-.:...•.• •:••----.- 1- : ' - •..,---•,-k.,: . ' t 1 Lti gilitalirigg ; .,:,..:fa.,7:, - 1 • :-„:7*.4f9iii,,,,, -it-i:1 ,„. ,t-,-..5:1;::: ,:1•:::,„,...', ..• 1,:::• -,• .--‘„.,:.,,, ,...-----:-4.,-.---,..•. 1 i i ,--,-,--,;•!4,,t-,,,,-,_,=.,,,,, tii,,-. -:.-::;.*7,,,,,.:,-' -! --,.J, c:, i st.!zr,::.L!,,,-.M-i_,T,!-". ‘ • ' .:'&67-4%-`;'4-2.34;er,:t F" k4:77;,:-;:k:;:*..::: -...:: :: T....:11,-,.:::: ; :,.-,:':-4-..;,n74:-',-;•:• : ': ' • w: -;-;;:',•';- 4---'•*'."1-.MPt.:1-0-'; a • • 1 ,,,i -;44-ttf-lytttAtA italt.13,:; i;.-:;;;-W';'-'''....:: 11111t2°-;•.'1:t.... .N,,,,-,j 1 5' 1 ,r-t im- viiiiii-oz. rt---1a::V?;1:.4'. 1.,g-,,a g ._.....___. -,.:.. .. .,.. . .. . ,___ _....._.... : ligin:::Th;;;:;:.;;;,......:. ; ....; . : ,. z1::-"i-_ ----74-4-'_-ti.:: ::-&-:14:ag,:•. '-r-: -, 4-;'-iliiIIV;Kkia'gs-, k.-:::: ::,:4,i,3;•::,..•;;:•;w--::-TiT_,-_,;::::! :;:7::::::::::,,,,z,:-;:::,•:-..:,..;.,:..,. • -_—:---4,..---,--.h. e.'-:`,"-i'•--• f',•-• /-1-• ''' 'Wir,':1::'.1:':;11. --,:;•:.. : ;•i -• .. .--.:4*---L*2aftli''''.1'-k:7'-:?.;.:'' , '' ',...i,'Y'iMea:Zt4A-•,I: , :-;•-•,-.::::'...2::::::::-7fr,F;;$.;],i,;,;:-:;:.-•:'.-.::• ;.; ':.:".'• ',. ,:tA14--17:115.-titRt.ft-51, ': -•<,:-•440,-_,-,T-A.!-• \ Afk-7-44-4:ww•- •-l‘v_20,E . . ........„:„..,___..,„: , .. ._, : :::;T:;:', ',...v,"2•ii-a-ias: -.4;:.`+.--::::.:7 !•:•-..::' ; - ...:::-,';'•, \ .-P•gr-,M;#440 ,.,„m"..f•-ari4. -7,V-Als2:2; 3:11, .It.i::. ,-:•••.-ir.•,...,m,:: :;w;1;..;•: fill litittagig [..4:1;=::?)4 I ..:;:;:.:::;''''''''-': .'''....-:. :- ' . ...;;•44•41 -Titifi I ape, glatitatEN [.:-. .f?:•. 'i '..:1.:---.1i .::;.4i:;*:':1-'1•,'•-:,-.•\ :: ,,-7,,Kwevy•_;;,,,,Q-1.724 ,..,L,ip, :..,-,,,,-1 • 44:11:',M1-:;50447tAlg,11: i,'',:,'iri• .;71 ,,7-,,1 r „,,..-,,,,w...AN.--74, = iliAti-,!tqfm14.1.44iNtil-z224 l'+'.:a:1 I 1. . 4..,-,:_:' ''.-.-'z'''-:; ::: '-7-'.. -f.:atia;5071,1 ' ..\14.4a-41:10 ki145. Ca ' !;::4.3eitiffttMEIZZCAW, ''..,•:'.:.;;:.' 4:.,c9,:.V-;-:::-- -4-45*'::7:Pk7b1 ' :,,,,,,:i.5:5,,vii,•:,,:nki:',,mkifgw,-:: :',V,.:,7 : :,'?.:1' mi . . ..Si, fr I:AV**. :'-:,,,-;-!,61f,.-MF,-iit:41-i;Nif:;::p::::17:,•:; ;;;;;,..-, , --•;,,::- i ., L,s.,i_Vt.4,,w;,.„--: 4,;:-1!,n , ,,,,.--4.30-,,,:'i,_:.,..,/,_7.-•••tmssi.., ,,-* --S-- 1,A.-nttlrig'?"-fg ::•:-7-7;,,.,',:;-:: !:.7,--!'. : 1 1 2,4.,.:-.,,,..i.:-7.- -44-AN m i..,,i,A., :g-.4gt-gitf-gw,.c.,•,-,. .;:;,• ::. , .....-,-..,-.. ,__--- .4„_....,,tat - .,,i..,,,,,,•?.,is,---4.,,,:,:.,s-tiz.t,•_7.:v. ,,,,,,.,-,- ,• :,••,„.: 1 1 ..-,---„-t • .,,,,, ,.....: • m,;,,,x.f.-,4.).74:--tz--,,,.IFF,,,,t a ',.-4,----... .--a::3t.. .t3im-,,;,,::,.-.:.,;:;,-.:•••• :,,,.:4,;.4.;-: --: :. • - .-... . ';' ,,e.-v7,,-; :,-•:-:'.4=4: ,,,,,,';'.. ":.-zt•z7:-i:„7;,,:--,-.t11, "'.'•,','4;1 A 5 ' • -5•.:-'""A- - — :•ii'..:'.:*77n.-7.:• AAx-44'77'4,-- tal' ''.4.ktit:`,-..x2,%1::::*.;,..ft.R7.-1:LiaTz,t••_, :••;i:i-'s,,,, •i ..„• 4''.:TA7..„'`,• •:V.:z."'_ =!:;;•-.1.•-' • ,Rivit.7.-kwo.:-W',2--..-•'.1A..."--, 9 ••::-:2-4•A .Z;.;i.:•;•'..-", t-,-7.ial"i-a4';''t.'1;-z-7:'•••• ":.:'.:7-.'. :.: ' . .'•-4.- --". '''41';'( ::•:-. 1. ' .rall'f,":1;a3;;Ar-sf;,7,. i,'7-7-5,i n"I 4 -!'';:r-i :'r- -::.i'r41.5iZR:i;g:7:;-',k,;-f.:':: • :1-.1.. '` : . I:efit-'7;-44:1**k--q : t13:'1Z*7''' '.00;1T--'--SCX7III ,..---A1-4Tr4t-t6'.4,-}W'.•<,-7?Vl C.1) g 1.,.„„z-,.,„,,,,,,,I,,,,,5,,,,,r;,,,IV,I.:„,,,,.:-.-,.- ,....., I .; .. •• . • '`1:1:.::'•.. • :i ;,,,2;:.;,::‘,...I,.Ir4:7: 7-r-S-t1,6_.,,.12'. ,.-';;,15-retgi N ::!':ZfA7i,::;,,;.--z,E7:fltr'T;r::!. . ';:':':.: -:•:':'.:•: 1..,.i 1 i .. ,,:......-'.:..:.'..:.: . Id ;,Z-V..?;;.!..:3.;:".7E:;:-,i'41-.:KIF7eftt-ir5.S.ZSZVA:',1 I ;4.)Ntg:'-'4a-;:iii -fi4;,-44k.C: 1++:,...,,-:4 3 7', i I '''':::. .:---,-'-,r:i,-.;'L-:::.i,Arty,.'i •44;,:;-:',ia-Y1 :17*..'zil.A4. 179-.41U.Tg ........01 ,i'..7.7.:,:,,,j,...;::,..;7,-. ..:?.t.!,--,...,';',.: .%1 • ':.' 1.2' ; =-----=------ _,.._ ,„„-,' :---1'7'_7. ' 7.'-',-;'''' ',tfill-,:',:j._,!. ..,V,..,%,,,:p,,::t,,,,A+7,V,Aigt05t'il-trc-f-,.';',:-FA :Fi'jt?F,,,.:',-StVar.--4Z,a40•,,,..?„;,,,:...,, ,...'..-, ,i,1 asever,47';' ,NW •_,--,2"7 • ,,,..*:: ::,74,-?-74:A. -t,a4j-•-gi%"S',;r-M-fil_:=7,W,r,f--iMg-V:; Illii, ''' ' • . __ ... . . ... - ___-_. _ _ , . . ''''''''''''''' ''-'17.'''"t--- -''' '''.;.."'-':.''+'-''''1 ' 1' ' leriC:- .7;'771'7''''•: • •-5:;;V; --i;VI::;•:•!:: i..''''1;:-A.:14:IVMZ:4:5ti:VI:tgL41;•;;.: rn ' Ir''''i,I,7.7.6.;*:.1:07. :';:r:';'.,''':Iit-:,' •!*- `4"1-'Ir.,_'4:- tk. :'•,-:;41':''ItIF;;;,.;;-;,:,;`,.TrI'-:,;,,..II,',,,PI .,,: r FtZ-i4r:igi,/illtaliO,KlatIr. F•4-0 Cr) .• ', .r •'1,:4=4- -r=.;I'Y;'Y'cIkW-fet-';; ;;:trf.riII;434.:*NII.4;efItirII'lftlfF,M . ' - .•• Y •'.iii.1;tt'nFat4Q4: ]•%:' . .r....1::' rl i-: 1 Pde1117of1954 :::,,t,i;,7i,, if..-0,2tA,TtniT,', :,--;:a;-Y. F.- . • g ..„,....,,. .. Exhibit "F" Unity of Title 1 Page 1118 of 1954 This instrument was prepared by: Name: Address: (Space Reserved for Clerk) UNITY OF TITLE WHEREAS, the Ci of Miami Beach is the Owner of the properties more particularly described in Exhibit A hereto (the "Property"); and WHEREAS, Owner] recognizes and acknowledges that for the public health, safety and welfare,the Property shall not be divided into separate parcels owned by several Owners so long as the same is put to the hereinafter use; and NOW THEREFORE, in consideration of the issuance of permits for the subject property and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Owner hereby agrees to restrict the use of the subject property in the following manner: 1. That the Property shall be treated as a "unified development site," as defined in City Code Section 118-5, for all purposes under the City's Land Development Regulations and other applicable laws, and subject to all restrictions applicable to a unified development site. No portion of the fee interest in the Property shall be sold or conveyed separately, except in its entirety as one unified development site, provided, however,that nothing herein shall preclude the Owner from separately leasing the respective parcels comprising the Property, or otherwise limit the Owner's ability to create separate leasehold interests in connection with the Property. 2. Covenant Runninct with the Land. This Unity of Title on the part of the Owner shall constitute a covenant running with the land and shall be recorded, at the Owner's expense, in the public records of Miami-Dade County, Florida and shall remain in full force and effect and be binding upon the undersigned Owner, and its heirs, successors and assigns until such time as the same is modified or released. These restrictions during their lifetime shall be for the benefit of,and limitation upon,all present and future owners of the real property and for the public welfare. Further provided, however, that a release will be executed when the premises are made to conform with applicable zoning regulations or the use or structure is removed from the premises and there is no further reason to maintain the Unity of Title on the public records. 3. Term. This Unity of Title is to run with the land and shall be binding on all Parties and all persons claiming under it for a period of thirty(30)years from the date this Unity of Title is recorded after which time it shall be extended automatically for successive periods of ten (10) years each, unless an instrument signed by the,then,owner(s)of the Property has been recorded Page 1119 of 1954 agreeing to change the covenant in whole, or in part, provided that the Unity of Title has first been modified or released by the City of Miami Beach (if the then-Owner is a person or entity other than the City of Miami Beach). 4. Modification, Amendment, Release. This Unity of Title may be modified, amended or released as to the land herein described, or any portion thereof, by a written instrument executed by the, then, owner(s) of all of the Property, including joinders by all mortgagees, if any, provided that the same is also approved by the Director of the Miami Beach Department of Planning, or the executive officer of the successor of such Department, or in the absence of such director or executive officer by his assistant in charge of the office in his absence. Should this Unity of Title be so modified, amended or released, the Director of the Department of Planning, or the executive officer of the successor of such Department, or in the absence of such director or executive officer by his assistant in charge of the office in his absence, shall forthwith execute a written instrument effectuating and acknowledging such modification, amendment or release. 5. Presumption of Compliance. Where construction has occurred on the Property or any portion thereof, pursuant to a lawful permit issued by the City, and inspections made and approval of occupancy given by the City, then such construction, inspection and approval shall create a rebuttable presumption that the buildings or structures thus constructed comply with the intent and spirit of this Unity of Title. 6. Severability. Invalidation of any one of these covenants, by judgment of Court, shall not affect any of the other provisions which shall remain in full force and effect. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK— SIGNATURE PAGES TO FOLLOW] Page 1120 of 1954 Signed, witnessed, executed and acknowledged on this day of WITNESSES: OWNER: Signature Individual Signature Print Name Print Name Address: Signature Print Name STATE OF COUNTY OF The foregoing instrument was acknowledged before me, by means of( ) physical presence or( )online notarization. Witness my signature and official seal this day of , in the County and State aforesaid. My Commission Expires: Notary Public-State of Print Name Approved: Approved as to form & language &for execution: Director of Planning Date City Attorney Date Page 1121 of 1954 Exhibit "G" Servitas Services The following shall constitute the Services to be performed in accordance with, and subject to, the terms of the Development Agreement: 1. Architectural and design services; 2. Marketing studies; 3. Geo-technical exploration; 4. Surveying; 5. Feasibility studies; 6. Financial plann'ng and forecasting; 7. Legal and consulting fees; 8. Constructability studies; 9. Estimating; 10. Scope determination; 11. Value engineering; 12. Advertising and marketing expenses; 13. Reasonable expenses for travel and out of pocket costs; and 14. Other services or costs not specifically listed in this Exhibit"G" but approved in writing by an authorized representative of City. Page 1122 of 1954 Exhibit "H" Budget I I 1 Page 1123 of 1954 Exhibit"I" INSURANCE AND BONDING REQUIREMENTS FOR PROJECT I. BONDING REQUIREMENTS 1. Developer shall submit all supporting documentation and detailed invoices with respect to insurance and bond premiums required for the Project. City's reimbursement of insurance and bond premiums shall be for the portion of insurance and bond premiums directly attributable to this Agreement. Premiums shall be net of trade discounts, volume discounts, dividends and other adjustments. 2. The Performance Bond and the Payment Bond must each be executed by a surety company in good standing with the Florida Office of Insurance Regulation and an adequate rating from A.M. Best indicated in this Exhibit, which surety is authorized to do business in the State of Florida as a surety, having a resident agent in the State of Florida and having been in business with a record of successful, continuous operation for at least five (5)years. 3. The surety company that is bound by the Performance Bond and Payment Bond, respectively, shall be responsible for Contractor's acceptable performance of the work under Construction Contract for the Project, and/or for the payment of all debts pertaining thereto in accordance with Section 255.05, Florida Statutes. 4. The surety company that is bound by the Developer's Surety Bond (if any is provided pursuant to Section 5 of the Agreement), shall be responsible for Developer's acceptable performance of the work under Construction Contract for the Project, and/or for the payment of all debts pertaining thereto in accordance with Section 255.05, Florida Statutes. 5. The surety company shall hold a current Certificate of Authority as a n acceptable surety on federal bonds in accordance with United States Department of Treasury Circular 570, Current Revisions. If the amount of the Performance Bond and Payment Bond exceeds the underwriting limitation set forth in the Circular, in order to qualify, the net retention of the surety company shall not exceed the underwriting limitation in the circular, and the excess risks must be protected by coinsurance, reinsurance, or other acceptable methods in accordance with Treasury Circular 297, revised September 1, 1978 (31 CFR Section 223.10, Section 223.11.) Further, the surety company shall provide City with evidence satisfactory to City, that such excess risk has been protected in an acceptable manner. 6. The City will accept a surety bond from a company in accordance with the requirements set forth below; provided however,that if any surety company appears on the watch list that is published quarterly by Intercom of the Office of the Florida Insurance Commissioner, the City shall review and either accept or reject the surety company based on the financial information available to the City. The following sets forth, in general, the acceptable parameters for bonds: Page 1124 of 1954 Policy- Financial Holder's Size Amount if Bond Ratings Category $500,001 to $1,000,000 A- Class I $1,000,001 to $2,000,000 A- Class II $2,000,001 to $5,000,000 A Class III $5,000,000 to $10,000,000 , A Class IV $10,000,001 to $25,000,000 . A Class V $25,000,001 to $50,000,000 A Class VI $50,000,001 or more j A Class VII 11. INSURANCE REQUIREMENTS Developer,Contractor and Architect shall provide, pay for and maintain in force at all times(unless otherwise provided) and a ty extensions thereof, the following insurance policies: A. Worker's Compensation Insurance for all employees as required by Florida Statute 440, and Ek-nployer Liability insurance with a limit in an amount not less than $1,000,000 per accident for bodily injury or disease. B. Builder's Risk Insurance. Developer shall obtain and maintain or cause the General Contractor to obtain and maintain in full force and effect All Risk and Builder's Risk— Completed Value Form Property Insurance insuring all buildings, structures, boilers, equipment, facilities, fixtures, supplies, and other property constituting the Project on an "all risk of loss or damage basis," currently referred to as "special form" including coverage for soft costs (in an amount equal to or greater than the anticipated excess debt coverage anticipated for the first full year of operations)and lost rents (in an amount equal to or greater than the anticipated net rental revenue for the first full year of operations) due to damage and destruction prior to completion, including perils of theft, vandalism, malicious mischief,transit, materials stored off site, collapse, falsework, temporary buildings, debris removal,testing,and damage resulting from defective design,workmanship, or material, fire, lightning, earth movement, (including, but not limited to earthquake, landslide, subsidence, and volcanic eruption), flood, windstorm (including tornados'), collapse, boiler and machinery accidents, strikes, riot, civil commotion, sabotage, and all other risks covered by the extended coverage endorsement then ih use in the State to the full replacement cost of the Project with a deductible provision not to exceed Twenty-Five Thousand Dollars ($25,000.00) per occurrence, except in the event of a named windstorm, earthquake, or flood in which case the deductible shall not exceed three percent(3%)of the value at risk), but shall in any case be a minimum of One Hundred Thousand Dollars($100,000). Such policy or policies of insurance shall name the Issuer, the Lessee, the Developer,the City, and the Trustee as insureds, as their respective interests may appear, and shall name the Trustee as mortgagee/loss payee under a standard Page 1125 of 1954 loss payable endorsement providing that no act or omission or any breach or violation by any of the named insureds or any other person of any warranties, declarations, or conditions contained in the insurance policy or policies, any action or inaction by any of the named insureds or any other person, or any foreclosure relating to the Project shall in any way prejudice the rights the Trustee thereunder, and all Net Proceeds received under such policy or policies by the Borrower or the Issuer shall be paid over to the Trustee and deposited into the Construction Fund to be applied to the restoration and/or completion of the Project or to the redemption of Series 2021 Bonds. C. Commercial General Liability Insurance on an occurrence basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits in an amount not less than $1,000,000 per occurrence. D. As to Developer and Contractor only: Umbrella Liability Insurance with limits in an amount not less than $5,000,000 per occurrence. The umbrella coverage must be as broad as the primary General Liability coverage. The total limits for the Commercial General Liability and Umbrella Liability Insurance (set forth in Sections II.B and II.0 above) shall be in an amount not less than $7,000,000, and may be provided through a combination of primary and excess/umbrella liability policies. E. Automobile Liability Insurance covering any automobile, if vendor has no owned automobiles,then coverage for hired and non-owned automobiles, with limits in an amount not less than $1,000,000 combined per accident for bodily injury and property damage. F. As to Developer and Architect only: Design Professional Liability (Errors & Omissions) Insurance with limits in an amount not less than $2,000,000 per occurrence or claim, and $15,000,000 policy aggregate, subject to a maximum deductible acceptable to the City, and not-to-exceed $100,000. Developer and Architect shall maintain the claims made form coverage with a minimum of 10 years extended reporting following Final Completion and shall annually provide City with evidence of renewal coverage. Developer and Architect are responsible for all deductibles in the event of a claim. Developer and Architect shall indicate the deductible for this coverage on its Certificate of Insurance. Developer and Architect shall notify City in writing within thirty(30)days of any claims filed or made against the Design Professional Liability Insurance Policy(ies). Consultant and Design Subconsultants shall each maintain commercially reasonable Errors & Omissions Liability coverages, as reasonably determined by Developer. G. As to Contractor: Contractors'Pollution Legal Liability with limits in an amount not less than $1 000,000 per occurrence or claim, and $2,000,000 policy aggregate, subject to a maximum deductible acceptable to the City. H. As to Contractor only: Installation Floater Insurance including coverage for material &equipment to be installed during the course of this Project. City shall be included as a Named Insured on this policy, as its insurable interest may appear. This policy shall remain in force until acceptance of the Project by the City. III. ADDITIONAL TERMS AND CONDITIONS: 1. Notice to City. If the initial insurance expires prior to the completion of the work, certificates of insurance evidencing the renewal of the coverage required shall be furnished to the City ten (10) days prior to the date of their expiration. The insurance policy(ies) must be endorsed to require the relevant insured to provide the City with at least thirty (30) days' Page 1126 of 1954 notice of cancellation and/or restriction, except for non-payment of premium, which shall be subject to ten (10)days' notice. 2. Certificates of Insurance. Developer shall furnish to the City Certificates of Insurance or endorsements evidencing the insurance coverage required of Developer hereunder prior to entering upon the Property, and shall also furnish to the City a copy of each insurance policy required of Developer by this Agreement. Developer shall provide the City with Certificates of Insurance from its Contractor and Architect prior to the commencement of any work or services by any such entity. The Certificates of Insurance shall be in form acceptable to, and subject to, reasonable approval by City. Developer's failure to timely provide the Certificates of Insurance as required by this paragraph, and failure to cure within fifteen (15) days following receipt of written notice of such failure from the City, shall be the basis for the rescission of this Agreement by the City, without any liability to Developer. The official title of the certificate holder is City of Miami Beach, Florida. This official title shall be used in all insurance documentation. 3. Right to revise or reject. City's Risk Management Division reserves the right, but not the obligation, to review and revise any insurance requirements at the time of insurance contract renewal and/or any amendments, not limited to deductibles, limits, coverages and endorsements based on insurance market conditions affecting the availability or affordability of coverage; or changes in the scope of work/specifications affecting the scope and applicability of coverage. 4. Additional Insured. City shall be expressly included as an Additional Insured on all policies(except Professional Liability and workers'Compensation), and with an endorsement that is acceptable to the City. Additional insured certificates for the City shall read "City of Miami Beach, Florida", 1700 Convention Center Drive, Miami Beach, FL, 33139, Attn: Risk Management, 3rd Floor. 5. Notice of Cancellation and/or Restriction.The policy(ies)must be endorsed to require the relevant insured to provide City with at least thirty(30)days' notice of cancellation or non- renewal and/or restriction, except for non-payment of premium, which shall be subject to ten (10) days' notice. A copy of the endorsement(s)shall be provided with the Certificates of Insurance. 6. Duty of Care. Developer's furnishing insurance coverage shall in no way relieve or limit, or be construed to relieve or limit, Developer or any of its contractors of any responsibility, liability, or obligation imposed under this Agreement or the applicable contract documents relating to the Project, or by Applicable Laws, including,without limitation, any indemnification obligations which Developer or any of its contractors have to City thereunder. 7. Developer's Failure to Procure. Developer's failure to procure or maintain the insurance required by this Exhibit "J"! during the entire term of the work shall constitute a material breach and Default of this Agreement, as long as it is available based on prevalent market conditions. In the event of such a breach (and following all notice and right to cure periods have expired), the City may exercise all available rights and remedies hereunder, including the right to immediately suspend or terminate this Agreement without any further notice to or liability to Developer or, at its discretion, procure or renew such insurance to protect the City's interests and pay any and all premiums in connection therewith, and withhold or recover all monies so paid by the City from the Developer. 8. Waiver of Subrogation. Where permitted by law, Developer hereby waives and shall cause the Contractor to waive all rights of recovery by subrogation or otherwise (including,without limitation, claims related to deductible or self-insured retention clauses, inadequacy of limits of Page 1127 of 1954 any insurance policy, insolvency of any insurer, limitations or exclusions of coverage), against City, and its respective officers,agents, or employees. Certificates of insurance shall evidence the waiver of subrogation in favor of the City, and that coverage shall be primary and noncontributory, and that each evidenced policy includes a Cross Liability or Severability of Interests provision, with no requirement of premium payment by the City. Page 1128 of 1954 EXHIBIT"J" FORM OF PERFORMANCE BOND By this Bond, We as Principal, whose principal business address is as the[Contractor] under the agreement dated ,20 , between Principal and the [Developer Entity] (hereinafter referred to as "Developer") for the construction of the Collins Park Artist/Workforce Housing Project on behalf of the City of Miami Beach, Florida ("City")(which agreement and the other Contract Documents referenced therein are hereinafter referred to as "Contract"),the terms of which Contract are incorporated by reference in its entirety into this Bond, and , a corporation, whose principal business address is as Surety, are bound to Developer, as co-obligee, and City, as co-obligee, in the sum of U.S. dollars ($ ), for payment of which we bind ourselves, our heirs, personal representatives, successors, and assigns,jointly and severally. THE CONDITION OF THIS BOND is that if Principal: 1. Performs all the work under the Contract, including but not limited to guarantees, warranties and the curing of latent defects, said Contract being made a part of this Bond by reference, and a!the times and in the manner prescribed in the Contract; and 2. Pays Developer arlid City all losses, damages, expenses, costs and attorney's fees, including appellate proceedings, that Developer and City sustains as a result of default by Principal under the Contract, including but not limited to a failure to honor all guarantees and warranties or to cure latent defects in the work or materials within the time period provided in Section 95.11(2)(b), Florida Statutes; and 3. Performs the guarantee of all work and materials furnished under the Contract for the time specified in the Contract, including all warranties and curing all latent defects within the time period provided in Section 95.11(2)(b), Florida Statutes; then this bond is void; otherwise it remains in full force. Surety specifically assumes liability for any and all damages, including but not limited to liquidated damages set forth in the Contract, arising from Principal's default of the Contract, as well as all latent defects uncovered in the work of the Principal after final acceptance of the work by the City. If no specific periods of warranty are stated in the Contract for any particular item or work,material or equipment, the warranty shall be deemed to be a period of one (1) year from the date of final acceptance by the City; provided, however, that this limitation does not apply to suits seeking damages for latent defects in materials or workmanship, such actions being subject to the limitations found in Section 95.11(2)(b), Florida Statutes. Whenever the Principal shall be,and is declared by Developer to be, in default under the Contract, Developer having perforni�ed Developer's obligations thereunder, the Surety may promptly remedy the default, or shall promptly: (1) Complete the Contract in accordance with its terms and conditions; or Page 1129 of 1954 (2) Obtain a bid or bids for completing the Contract in accordance with its terms and conditions, and upon determination by Surety of the lowest responsible bidder, or, if Developer elects, upon determination by City, Developer and Surety jointly of the lowest responsible bidder, arrange for a contract between such bidder and Developer, and make available as work progresses (even though there should be a default or a succession of defaults under the Contract or Contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Contract Price; but not exceeding, including other costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the Contract Price" as used in this paragraph, shall mean the total amount payable by Developer to Principal under the Contract and any amendments thereto, less the amount properly paid by Developer to Principal. The Surety hereby waives notice of and agrees that any changes in or under the Contract and compliance or noncompliarlIce with any formalities connected with the Contract or the changes does not affect Surety's obligation under this Bond. No right of action shall accrue on this bond to or for the use of any person or corporation other than the Developer and City named herein. Any action under this Bond must be instituted in accordance with the notice and time limitations provisions prescribed in Section 255.05(2), Florida Statutes. Signed and sealed this day of , 20 WITNESSES: (Name of Corporation) Secretary By: (Signature) (CORPORATE SEAL) (Print Name and Title) Countersigned by Resident INSURANCE COMPANY: Florida Agent of Surety By: Attorney-in-Fact Address: [attach copy of Agent's ID card (Street) Issued by Fla. Ins. Commissioner] (City/State/Zip Code) [Atty in fact power of atty must be attached] Telephone No.: Page 1130 of 1954 FORM OF PAYMENT BOND By this Bond, We as Principal, whose principal business address is , and whose telephone number is , as the [Contractor] under the agreement dated 20 , between Principal and the [Developer entity] (hereinafter referred to as "Developer") for the construction of the Collins Park Artist/Workforce Housing Project on behalf of the City of Miami Beach, Florida ("City") (which agreement and the other Contract Documents referenced therein are hereinafter referred to as "Contract"), the terms of which Contract are incorporated by reference in its entirety into this Bond, and , a corporation, whose principal business address is as Surety, are bound to Developer, as co-obligee, and City, as co-obligee, in the sum of U.S. dollars ($ ),for payment of which we bind ourselves, our heirs, personal representatives, successors, and assigns,jointly and severally. THE CONDITION OF THIS BOND is that if the Principal: 1. Promptly makes payments to all claimants, as defined by Florida Statute 255.05(1), providing Principal with labor, materials, or supplies, used directly or indirectly by Principal in the prosecution of the work provided for in the Contract, and in the times and in the manner prescribed in the Contract; and 2. Pays Developer and City all losses, damages, expenses, costs and attorney's fees including appellate proceedings, that Developer and City sustain because of a failure by Principal to make any payments required under the Contract; then this bond is void; otherwise it remains in full force. A claimant shall have a right of action against the Principal and the Surety for the amount due it. Such action shall not involve the Developer or City in any expense. A claimant, except a laborer,who is not in privity with Principal and who has not received payment for its labor, materials, or supplies shall,within forty-five(45)days after beginning to furnish labor, materials, or supplies for the prosecution of the work,furnish to Principal a notice that he intends to look to the bond for protection. A claimant who is not in privity with Principal and who has not received payment for its labor, materials, or supplies shall, within ninety (90) days after performance of the labor or after complete delivery of the materials or supplies,deliver to Principal and to the Surety, written notice of the performance of the labor or delivery of the materials or supplies and of the nonpayment. No action for the labor, materials, or supplies may be instituted against Principal or the Surety unless both of the above-referenced notices have been given. Any action under this Bond must be instituted in accordance with the notice and time limitations prescribed in Section 255.05(2), Florida Statutes. The Surety hereby waives notice of and agrees that any changes in or under the Contract Documents and compliance or noncompliance with any formalities connected with the Contract or the changes does not affect the Surety's obligation under this Bond. Signature page to follow Page 1131 of 1954 Signed and sealed this day of , 20 . Principal ATTEST: (Name of Corporation) By: (Secretary) (Signature) (Corporate Seal) (Print Name and Title) day of , 20 Countersigned by Resident INSURANCE COMPANY: Florida Agent of Surety By: Attorney-in-Fact Address: [attach copy of Agent's ID card (Street) Issued by Fla. Ins. Commissioner] (City/State/Zip Code) [Atty in fact power of atty must be attached] Telephone No.: Page 1132 of 1954 Exhibit "K" Presently Permitted Development (a) Permitted Development and Uses. The Development Site is currently located within the GU zoning district. The development regulations in the GU district are the average requirements contained in the surrounding zoning districts. The Development Site is surrounded by property zoned CD-3, and as a result, is subject to the development regulations of the CD-3 zoning district. The main permitted uses in the City's GU District are government buildings and uses, including but not limited to parking lots and garages; parks and associated parking; schools; performing arts and cultural facilities; monuments and memorials. Any use not listed above shall only be approved after the city commission holds a public hearing. For the avoidance of doubt, no additional public hearing shall be required for approval of the uses authorized by the Development Agreement, following the City Commission's approval, following two readings/public hearings, of the Development Agreement, which shall be deemed to satisfy the public hearing requirement in Section 142-422 of the City Code. (b) Density, Building Heights, Setbacks and Intensities. The maximum density, heights, setbacks and intensities for any development on the Development Site shall be regulated by the City's Land Development Regulations, Comprehensive Plan and any Governmental Requirements. The maximum floor area ratio in the CD-3 district is 2.75. Building height requirements are as follows: 75 feet maximum height. The development regulation (setbacks, floor area ratio, signs, parking, etc.) shall be the average of the requirements contained in the surrounding zoning districts as determined by the City's Planning and Zoning Director. Notwithstanding the foregoing, the permitted height for the Project shall not exceed 75 feet, measured from Base Flood Elevation plus maximum Freeboard (BFE + 5 feet), and further, as provided in the City's Land Development Regulations, including, without limitation, Section 142-1161 of the City Code. This Agreement permits the following development on the Development Site: (i) residential units, including single-family detached dwellings, townhomes, condominiums, and apartments; (ii) dormitory housing units; and (iii) ground floor retail or cultural uses. The total floor area to be developed on the Development Site shall not exceed 89,591 square feet. THIS EXHIBIT DESCRIBES THE PRESENTLY PERMITTED DEVELOPMENT FOR PURPOSES OF THE ACT ONLY. THE PROJECT SHALL CONFORM TO THE DESCRIPTION, TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. Page 1133 of 1954 Exhibit "L" Public Facilities to Serve Development Site The proposed development will be serviced by those roadway transportation facilities currently in existence as provided by state, county, and local roadways. The proposed development will also be serviced by public transportation facilities currently in existence, as provided by Miami- Dade County, the City of Miami Beach, and such other governmental entities as may presently operate public transportation services within the City of Miami Beach. Sanitary sewer, solid waste, drainage, and potable water services for the proposed development shall be those services currently in existence and owned or operated by Miami-Dade County, the Miami-Dade County Water and Sewer Department, the City of (Miami Beach, and State of Florida. The proposed development shall be serviced by those existing educational facilities owned or operated by the Miami- Dade Public Schools District, if applicable. The proposed development shall be serviced by those existing parks and recreational facilities owned or operated by the United States Government within Mia Ii Dade County, by the State of Florida, by Miami-Dade County, and by the City of Miami Beach. The proposed development shall be serviced by those existing health systems and facilities operated by the United States Government within Miami-Dade County, by the State of Florida, by Miami-Dade County, and by the City of Miami Beach. The proposed de lelopment will also be serviced by any and all public facilities, as such are defined in Section 163.3221(13) of the Act, that are described in the Comprehensive Plan, specifically including those facilities described in the Infrastructure Element and the Capital Improvements Element therein, a copy of which is available for public inspection in the offices of the City Clerk of the City of Miami Beach. Notwithstanding the foregoing, the Project may be required to provide for some of its own services, including solid waste removal and stormwater drainage. The foregoing, however, shall not be demed to be an approval of, nor shall it be deemed to relieve Developer of the obligation to comply with Section 163.3180, Florida Statutes. Page 1134 of 1954 Exhibit "M" Public Reservations and/or Dedications None. • Page 1135 of 1954 Exhibit "N" Development Permits REQUIRED DEVELOPMENT PERMITS AND VARIANCES The following constitutes a generalized list of local permits anticipated as necessary to be approved by the terms of this Agreement: 1. Design Review Board, Planning Board, and/or Board of Adjustment approvals, pursuant to Chapter 118 of the City of Miami Beach Code. 2. Utility Permits 3. Demolition Permits 4. Building Permits 5. Environmental Permits 6. Hazardous Materials Removal Permit, if removal of hazardous materials is found necessary. 7. Public Works Permit, Paving and Drainage 8. Public Works Permit, Water and Sewer 9. Public Work Revocable Permits 10. Certificates of Use and/or Occupancy, or any Conditional Use Approval, if required by the City of Miami Beach Code 11. Any variances or waivers that may be required pursuant to Chapters 114 through 142 of the City of Miami Beach Code 12. All other governmental approvals as may be applicable to the subject property from time to time pursuant to the terms of this Development Agreement Page 1136 of 1954 Exhibit "0" Baseline Shell for Ground Floor 1. All required structural elements, including columns, girders, beams, and joists. 2. Masonry or concrete exterior walls. 3. Floor: Concrete slab. 4. Egress Door: Egress will be provided per City Code requirements. 5. Electrical Service: Developer shall provide two (2) empty conduits for electrical service; Developer to coordinate with City or tenant to confirm the size of the panel. Distribution within the tenant space to be by tenant. Electrical panel by tenant. 6. Telephone: Developer shall provide one (1) empty conduit from point of service to a location within the tenant space. 7. Water: Developer will bring domestic water and sanitary sewer lines to the tenant space. 8. Storefront: Developer shall provide code-compliant storefront system (including windows). 9. Heating, Ventilation and Air Conditioning: Developer will provide a supply and return line from the base building system stubbed into the tenant space and valved off. Each tenant will be required to provide its own A/C system. 10.Sprinkler System: Developer to provide code-compliant sprinkler system for original baseline shell design. Eventual tenant will provide code-compliant sprinkler system for finished space. Page 1137 of 1954 GROUND LEASE AGREEMENT between • CITY OF MIAMI BEACH as Lessor and [CFC-MIAMI BEACH PROPERTIES LLC] as Lessee DATED AS OF ,2021 Page 1138 of 1954 TABLE OF CONTENTS Page Section 1. Definitions 2 Section 2. Term 10 Section 3. Rent 10 Section 4. Financing �f the Project 11 Section 5. Taxes and Assessments 11 Section 6. Utility Services 12 Section 7. Payments for the Lessee by the Lessor 12 Section 8. Compliance by the Lessee with Laws and Ordinances 12 Section 9. Quiet Enjoyment; Environmental Warranty 13 Section 10. Construction of Improvements 13 Section 11. Operation oI f the Project 19 Section 12. Security In terest 23 Section 13. AssignmenIt of Lease 25 Section 14. Maintenance of Property 25 Section 15. Annual Budget 25 Section 16. Indemnification Agreement 27 Section 17. Insurance 28 Section 18. Police Services 30 Section 19. Damage anldl Destruction 30 Section 20. Condemnation 32 Section 21. Estoppel CI rtificates 34 Section 22. Access to Premises 34 Section 23. Property Subject to Zoning 35 Section 24. Events of Default and Remedies 35 Section 25. Expiration or Termination 36 Section 26. Mortgaging of the Leasehold 37 Section 27. Option to Purchase 42 Section 28. Notices 43 Section 29. Submissionof Matters to the Lessor for Approval 44 Section 30. Holding Over by the Lessee 44 Section 31. Environmental Matters 44 Section 32. Property Condition 45 Section 33. Leasehold Condominium 45 Section 34. Release of Portions of the Property 46 Section 35. Miscellaneous 46 Section 36. Books and Records;Audit Rights 49 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY EXHIBIT B CITY DEVELOPMENT AGREEMENT Page 1139 of 1954 GROUND LEASE AGREEMENT This GROUND LEASE AGREEMENT(this "Ground Lease"),made and entered into as of the day of , 2021, is bIetween CITY OF MIAMI BEACH, a Florida municipal corporation (the "Lessor"), and CFC-MIAMI BEACH PROPERTIES LLC (the "Lessee"), a single—member limited liability company organized and existing under the laws of the State of Florida and wholly-owned affiliate of Community Finance Corporation, a not-for-profit corporation of the State of Arizona. WITNESSETH: WHEREAS, the Lessor is the owner of certain property (the "Property") owned by the Lessor as more particularly described in Exhibit "A" attached hereto, incorporated in and by reference made a part hereof; and WHEREAS,the Lessor and the Lessee(each a"Party," and together the "Parties") desire for the Lessee to develop,acquire,construct,furnish,equip,and operate a mixed use development with residential workforce housing, dormitory-style housing, and cultural or retail uses on the Property,along with associ ted site development and various related amenities and improvements on the Property(the "Project'); and WHEREAS, the Lessor desires to lease the Property to the Lessee for the purpose of developing, constructing, and operating the Project for the use and benefit of local workforce and the students and other pe ons participating in dance education and other cultural program offerings of the Miami City Ballet, Inc., South Florida's premier classical ballet company; and WHEREAS, the (the "Issuer") has determined to issue its Workforce Housing Revenue Bonds(CFC—Miami Beach Properties LLC-Miami Beach Workforce Housing Project), Series 2021A(the "Series 2021A Bondi')and its Taxable Workforce Housing Revenue Bonds, (CFC—Miami Beach Properties LLC- Miami Beach Workforce Housing Project), Series 2021 B (the "Series 2021B Bonds", together with the Series 2021 A Bonds, the "Series 2021 Bonds") under and pursuant to the terms of a Trust Indenture (the "Indenture") of even date herewith between the Issuer and ,as Trustee(the"Trustee")and to lend the proceeds of the Series 2021 Bonds to the Lessee for the purpose of financing the costs of acquiring,constructing,furnishing,and equipping the Project under and pursuant to the terms of a Loan Agreement of even dJ to herewith between the Issuer and the Lessee; and NOW,THEREFORE,in consideration of the premises,the rental to be paid hereunder,the mutual covenants and agreements herein set forth by each Party to be kept and performed,and for other good and valuable consideration,the receipt,adequacy,and sufficiency of which are hereby expressly acknowledged by each Party, the Parties do hereby mutually covenant and agree as follows: The Lessor does hereby let the Property unto the Lessee, subject only to Permitted Encumbrances(as defined herein), and the Lessee does hereby take and hire the Property from the Lessor, subject to Permitted Encumbrances. Page 1140 of 1954 TOGETHER WITH all appurtenances, rights, privileges, and easements benefiting, belonging, or pertaining thereto, and together with the buildings, structures, and improvements erected or to be erected thereon. TO HAVE AND TO HOLD the Property for the term set forth herein unless this Ground Lease shall be sooner terminated as hereinafter provided. This Ground Lease and all rights of the Parties hereunder are expressly subject to the provisions as hereinafter set forth, all of which the Parties respectively agree to keep, abide by, and perform during the Term. Section 1. Definitions. The following terms as used in this Ground Lease Agreement, shall have the following meanings, unless the context indicates otherwise: "Additional Bonds" means any additional notes, bonds, or other instruments issued and secured under the Indenture, other than the Series 2021 Bonds. "Annual Period" means the twelve (12) month period commencing on 1 of each calendar year and ending on 30 of the immediately succeeding calendar year. "Architect" shall have the meaning ascribed to it in the City Development Agreement. "Architect's Agreement" means that certain Agreement for Design Services dated , 2021, between the Developer and the Architect, pursuant to which the Architect has agreed to provide certain architectural and engineering services in connection with the construction of the Project,and any amendments thereof and/or supplements thereto. "Area Educators" means any person earning less than 120% of the then-appliable area median income(AMI)for Miami-Dade County(as such AMI is determined from time to time in accordance with Chapter 58 of the City Code),Who is employed as a teacher or teacher's aide at any public or private school within the City of Miami Beach (including, without limitation, any teacher or teacher's aide employed within the City of Miami Beach in any day care/early childhood education program),on a full-time or part- time basis. "Artists" means any person earning less than 120% of the then-appliable area median income (AMI)for Miami-Dade County(as such AMI is determined from time to time in accordance with Chapter 58 of the City Code), and who is either (1) actively involved in the practice of creative arts, including, without limitation, in the are of music, dance,drama or other,performing arts; creative writing; painting, sculpture, photography, or other fine arts; graphic arts/web design; craft arts; industrial design; costume design; fashion design; and film, television, radio and/or print production; or(2) an employee of a non- profit or governmentally owned museum or other cultural organization works with, displays, or promotes the creative arts. "Asset Manager" means, initially, Servitas, LLC, a limited liability company organized under the laws of the State, and thereafter, any other approved management company employed by the Lessee to manage the Project. "Assigned Agreements" means, collectively, the Construction Agreements, Occupancy Agreements and the Management Agreement. 2 Page 1141 of 1954 "Assignment of Contracts and Agreements" means the Assignment of Contracts and Agreements of even date herewith by the Lessee in favor of the Trustee, as the same may be amended and/or supplemented from time to time as permitted by the Indenture. "Building Equipment" means all installations incorporated in, located at or attached to and used or usable in the operation of, or in connection with, the Premises and shall include, but shall not be limited to, machinery, apparatus, devices, motors, engines, dynamos, compressors, pumps, boilers and burners, heating, lighting, plumbing, ventilating, air cooling and air conditioning equipment; chutes, ducts, pipes, tanks, fittings, conduits and wiring; incinerating equipment; elevators and oists; washroom, toilet and lavatory plumbing equipment; window washing hoists and equipment;and all additions or replacements thereof,excluding,however,any personal property which is owned by subtenants, licensees, concessionaires or contractors of the Lessee, or any personal property of the Lessee that has not been purchased with any of Bond proceeds or Revenues of the Project. "Bond Documents" has the meaning given in the Indenture. "Bonds" means, collectively,the Series 2021 Bonds and any Additional Bonds. "Borrower" has the meaning given in the Indenture. "Borrower Development Agreement" means the Development Agreement of even date herewith between the LesIsee and the Developer, as the same may hereafter be amended or modified in accordance with the terms hereof and thereof. "Borrower Documents" has the meaning given in the Indenture. "Business Day"means any day other than a Saturday,a Sunday,or a day on which banking institutions in the State are authorized or obligated by law to close. "City Developmen l Agreement"means that certain Development Agreement between the City of Miami Beach and Servitas,LLC and joined to by Lessee,dated ,20_, governing the development of the Project, recorded in Official Records Book , Page of the Public Records of Miami-Dade County, Florida, a copy of which is attached hereto as Exhibit" "and incorporated by reference erein. "City Manager..mi ans the chief administrative officer of the Lessor. "Code" means the Internal Revenue Code of 1986, as amended. "Commencement Date" means [ 1,2021,which date shall be the date of the Financial Closing(as that term is defined in the City Development Agreement). "Construction Agreements," means the City Development Agreement, the Development Agreement between Serfitas and Lessee, the General Construction Contract, Architect's Agreement, and the other contracts, if any, relating to the construction thereof between the Developer, the General Contractor,the Architect, or the Borrower and construction professionals or suppliers of materials and Equipment. 3 Page 1142 of 1954 "Construction Documents" means collectively, the Construction Agreements, Plans and Specifications, and Permits. "Consumer Price 1fdex" means the Consumer Price Index For All Urban Consumers (CPI-U);U.S. City average(1982-84=100),published by the Bureau of Labor Statistics of the U.S. Department of Labor. "Corporation" means Community Finance Corporation, a non-profit corporation duly organized and existing under the laws of the State,and its successors and assigns. "County" means Miami-Dade County, Florida. "Debt Service Coverage Ratio" has the meaning given in the Indenture. "Debt Service Reserve Fund"has the meaning given in the Indenture. "Developer" means Servitas, LLC, a limited liability company organized and existing under the laws of the State, and its permitted successors and assigns. "Dormitory Housing" means up to thirty-two (32) beds of dormitory-style housing (utilizing an entire floor or a portion of two floors) for Miami City Ballet dancers, students and other program participants,and MCB personnel only,as such term may be further described in the City Development Agreement, "Eligible Residents"means,for the Workforce Housing Units,eligible individuals earning less than 120% of the area median income for Miami-Dade County ("AMI"), consistent with all applicable requirements relating to workforce housing as provided in Chapter 58 of the City Code, with approximately fifty percent (50%) of such units rented to tenants earning less than 80% of AMI, and the remaining unfits rented to tenants earning between 80% and 120% AMI. In order of acceptance priority, (i) income-eligible Artists practicing in Miami-Dade County; City of Miami Beach employees, includin , without limitation,City of Miami Beach law enforcement personnel and firefighters; Area Educators and nurses employed within the City of Miami Beach; and veterans who are either emjployed within the City of Miami Beach or whose last place of residence was within the City of __IlMiami Beach (collectively, "Tier 1"); (ii) income-eligible workers employed within the City of Miami Beach in the hospitality and entertainment industries ("Tier 2"); and (iii) income-eligible workers employed within Miami-Dade County, with priority for income-eligible workers employed within the City of Miami Beach ("Tier 3"). For purposes of the Dormitory Housing for MCB, "Eligible Residents" shall mean persons participating in an official dance education or other program offered by the MCB, as well as the MCB on-premises dormitory staff(each, an "Eligible Resident"). "Event of Default" has the meaning given in Section 24 hereof. "Equipment" means all machinery, equipment, fixtures, appliances, furniture, and any other personal property of Jany kind or description owned by the Lessee and incorporated within or for the exclusive benefit of the Project. 4 Page 1143 of 1954 "Expenses" has the meaning given in the Indenture. "GAAP" means those principles of accounting set forth in pronouncements of the Financial Accounting Standards Board and its predecessors or pronouncements of the American Institute of Certified Public AccountaFts or those principles of accounting that have other substantial authoritative support and are applicable in the circumstances as of the date of application, as such principles are from time to lime supplemented and amended. "General Construc ion Contract"means the Construction Contract of even date herewith between the Developer and the General Contractor pursuant to which the General Contractor has agreed to construct the Project. "General Contractor" means , a limited liability company organized and existing under the laws of the State of Florida and licensed to do business in the State, and its permitted successors and assigns. "Governmental Authorities" has the meaning given in the Indenture. "Governmental Requirements"means any law,enactment,statute,code,order,ordinance, rule, regulation,judgment, decree,writ, injunction, franchise,permit, certificate, license, or other similar requirement of any Governmental Authority, now existing or hereafter enacted, adopted, promulgated, entered, or is ued, affecting the Premises or the construction and/or operation of the Project thereon.Notwithstanding anything to the contrary in this Ground Lease,the Lessee retains its right to challenge Goyernmental Requirements in accordance with all other applicable Governmental Requirements. "Ground Lease"means this Ground Lease Agreement,as the same may be amended and/or supplemented from time to time in accordance with the provisions hereof and of the Indenture. "Improvements" means any building (including footings and foundations), Building Equipment,and other improvements and appurtenances of every kind and description now existing or hereafter erected, constructed, or placed upon the Property (whether temporary or permanent), and any and all alterations and replacements thereof, additions thereto and substitutions therefor. "Indenture" means the Trust Indenture of even date herewith between the Issuer and the Trustee, as the same may be amended and/or supplemented from time to time in accordance with the provisions thereof. "Independent Count sel" means an attorney or firm of attorneys duly admitted to practice law before the highest court of any state of the United States and not in full-time employment of the Lessee,the Lessor, or the Transferee. "Initial Management Agreement" means the Management Agreement of even date herewith between the Lessee and the Manager, as the same may be amended and/or supplemented from time to time in accordance with the provisions thereof and of the Indenture. "Issuer" means and its successors and assigns. 5 Page 1144 of 1954 "Lease Year"means each twelve(12)month period commencing on the first day of of a calendar year and ending on the last day of of the immediately succeeding calendar year; provided the first Lease Year shall commence on the Commencement Date and end on , 202_. "Leasehold Estate" shall have the meaning given in Section 2(b)hereof. "Lessee" means CFC- Miami Beach Properties LLC, a single—member limited liability company organized under the laws of the State, whose sole member is the Corporation, and its successors and assigns. "Lessor" or"City" means City of Miami Beach, a Florida municipal corporation, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida 33139, and its successors and assigns. In respects hereunder,Lessor's obligations and performance is pursuant to Lessor's position as the owner of the Property acting in its proprietary capacity. In the event Lessor exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, laws and ordinances (including through the exercise of the Lessor's building,fire,code enforcement,police department or otherwise)shall be deemed to have occurred pursuant to Lessor's regulatory authority as a governmental body and shall not be attributable in any manner to Lessor as a party to this Ground Lease or in any way deemed in conflict with, or a default under,the Lessor's obligations hereunder. "Lessor Representative" means the Person or Persons designated by the Lessor to serve as the Lessor's representatives in connection with the design, acquisition, construction, furnishing, equipping, and operation of the Project. The initial Lessor Representatives of the Lessor shall be the City's Office of Capital improvements Director or his or her designee("FPC Representative"), with respect to construction and permitting related matters, and City's Property Management Director or his or her designee,with respect to leasing, management, and operations matters. "Loan Agreement" means the Loan Agreement of even date herewith between the Issuer and the Lessee,as the same may be amended and/or supplemented from time to time in accordance with the provisions of the Indenture. "Management Agreement" means (i) the Initial Management Agreement and (ii) any management or similar agreement between the Lessee and any successor Manager to be responsible for the management and operation of the Premises,as the same may be amended and/or supplemented from time to time in accordance with the provisions hereof, thereof, and of the Indenture, and subject to the consent of the Lessor, in accordance with Section 11 of this Ground Lease. "Manager" means, initially, [Pinnacle],LLC,a limited liability company organized under the laws of the State, and thereafter, any other approved management company employed by the Lessee to manage the Project, subject to the consent of the City Manager in accordance with Section 11 of this Ground Lease. "Master MCB Sublease" means the master sublease between the Lessee and Miami City Ballet of even date herewith,as the same may be amended and/or supplemented from time to time 6 Page 1145 of 1954 in accordance with the provisions thereof,which Master Sublease is intended to provide the Miami City Ballet with the exclusi 1 e right to use and occupy the Dormitory Housing. "Maximum Annual Debt Service" has the meaning given in the Indenture. "Miami City Ballet" or "MCB" shall mean Miami City Ballet, Inc., a not-for-profit charitable cultural organization headquartered at 2200 Liberty Avenue. "Mortgagee Lease" means a lease of the Premises entered into between a Permitted Leasehold Mortgagee, as lessee, and the Lessor, as lessor, as a result of a termination hereof by reason of any Event of Default for the remainder of the Term effective as of the date of termination hereof, at the same Rent and upon the same terms, provisions, covenants, and agreements as contained in this Ground Lease and subject to no additional exceptions or encumbrances other than Permitted Encumbrances and to the rights, if any, of the parties then in possession (actual or constructive)of any part of the Premises. "Net Available Cash Flow,"with respect to each Lease Year,means the amount of Project Proceeds available to be distributed to the Lessor with respect to such Lease Year in accordance with the provisions of Section 513(b)or(c)of the Indenture,which amounts are intended to be the annual surplus or net revenues of the Project, after the payment of all operating expenses and satisfaction of all debt service and maintenance reserve and other requirements,as set forth in the Indenture. "Occupancy Agreements" means, collectively, the leases, rental agreements, license agreements or other similar agreements for the use of individual residential workforce housing units within the Project,which agreements shall contain a term of not less than six months and one day,and not more than twelve(12)months, in duration. "Operating Account" has the meaning given in the Indenture. "Opinion of Counsel" means an opinion in writing of Independent Counsel who or that is reasonably acceptable to all recipients thereof and who or that may be counsel to the Lessee, the Lessor, or the Transferee. "Outstanding" has the meaning given in the Indenture. "Permitted Leasehold Mortgage" has the meaning given in Section 26 hereof. "Permitted Leasehold Mortgagees means, collectively, the holders of the indebtedness secured by the Permitted Leasehold Mortgages or any agent or fiduciary therefor and any designee thereof for the purpose of taking title to the Lessee's interests in this Ground Lease or entering into a Mortgagee Lease(each, a"Permitted Leasehold Mortgagee"). "Permitted Encumbrances" has the meaning given in the Indenture. "Plans and Specifications" means the plans and specifications for the design, development, and construction of the Project, including fully detailed drawings showing the location,character,dimensions,details,and specifications of the work to be done, and comprising 7 Page 1146 of 1954 all of the written directions, provisions, and requirements for the Project, including detailed technical requirements as to labor, materials, supplies, equipment, and standards to which such work is to be performed, p rlepared by the Architect for the Project, in each case, consistent with the approved Project Concept Plan. As used in this Agreement, the "Plans and Specifications" include, without limitation, the Preliminary Plans and Specifications, the Final Plans and Specifications, the Permit I Tans and Specifications, and any approved modifications thereto, as approved or deemed approved by the City Manager (or the City Manager's designee) in accordance with the provisions of Section 10(e) hereof and as amended from time to time by the Lessee with the consent of the Lessor, a copy of which is or will be on file with the Lessor. "Premises" means tle Project and the Property. "Primary Leasehold Mortgage"means the leasehold mortgage which is a senior/first lien on Lessee's interest in this Ground Lease and the leasehold interest created hereby and the Project, which shall be evidenced by,and the Lessor shall be able to rely absolutely on,a title report current as of the time of any determination and prepared by a generally recognized title insurance company doing business in Miami-Dde County,Florida,or upon a certificate of Lessee,signed and verified by a duly authorized representative of the Lessee. "Primary Leasehol Mortgagee" means the Permitted Leasehold Mortgagee who is the holder of the Primary Leasehold Mortgage, initially the Trustee. "Project"means the mixed use residential workforce and dormitory housing project known as the Collins Park Artist/Workforce Housing Project, as further delineated in the City Development Agreement. "Property"means die land located in the City as more particularly described in Exhibit"A" attached hereto, incorporated in and by reference made a part hereof. "Refinanced Trustee Mortgage" means any amendment, modification, or replacement of the Trustee Mortgage resulting from the refinancing of the Bonds. "Renewal Term"shall have the meaning ascribed to it in Section 2(a)of this Ground Lease. "Rent" means the annual rental payable by the Lessee to the Lessor in accordance with Section 3 hereof. "Repair and Repla,ement Fund" has the meaning given in the Indenture. "Revenues" has the meaning given in the Indenture. "Schedule of Performance" means the construction schedule set forth in the Construction Contract. "Series 2021 Bond" or "Series 2021 Bonds" means any or all of the Series 2021 A Bonds or the Series 2021B Bonds 8 Page 1147 of 1954 "Series 2021A Bond'or"Series 2021A Bonds"means any or all of the$1 1 Miami Dade Industrial Authority Workforce Housing Revenue Bonds (CFC- Miami Beach Properties LLC-Miami Beach Workforce Housing Project), Series 2021A issued under the Indenture. "Series 2021B Bond"or"Series 2021B Bonds"means any or all of the Sr 1 Miami Dade Industrial Authority Taxable Workforce Housing Revenue Bonds (CFC- Miami Beach Properties LLC- Miami B ach Workforce Housing Project), Series 2021B issued under the Indenture. "State" means the State of Florida. "Substantial Completion" means: (i) the Project, including all life safety systems, shall have been substantially completed in accordance with the Plans and Specifications and applicable laws and as required by the Construction Documents; (ii) all required occupancy permits for the Project shall have been issued and the Project shall be reasonably capable of being occupied for its intended purposes; (iii) a punch list of any unfinished items relating to the Project shall have been prepared by the Developer and shall have been approved by the Lessor Representative;and (iv) all Governmental Authorities shall have given any necessary approval to occupancy of the Project on a temporary basis pending the occurrence of final completion thereof. "Surplus Fund" means the fund of that name created in accordance with the provisions of the Indenture. "Term" shall have the meaning given in Section 2(a)hereof. "Termination Date" means the date on which the Term ends by termination or expiration hereof. "Transferee" shall have the meaning given in Section 34(a) hereof. "Trustee" means , as Trustee under the Indenture, and its successors and assigns in such capacity. "Trustee Mortgage" means the Leasehold Deed of Trust, Assignment of Rents and Subleases, and Fixture Filing of even date herewith by the Lessee in favor of the Trustee, as the same may be amended andior supplemented from time to time in accordance with the provisions of the Indenture. "Trustee Security Interests" shall have the meaning given in Section 12(a) hereof. 9 Page 1148 of 1954 "Workforce Housing Units"shall have the meaning ascribed to it in the City Development Agreement. Section 2. Grant of Lease; Term. (a) Subject to tie terms and conditions of this Ground Lease, the Lessor, as of the Commencement Date, demises and leases the Property to Lessee, and Lessee leases and takes possession from Lessor, t+ Property, for the Term, for the development and construction of the Project, and operation of the Premises. (b) The initial term of the leasehold estate of the Lessee in the Property created hereunder(the"LeaseholdlEstate")shall commence on the Commencement Date and shall expire on of the last tease Year prior to the 50th anniversary of the Commencement Date ("Initial Term"). Provided that the Lessee is in good standing and not in default of the Ground Lease, the Term of this Ground Lease may be extended for two consecutive periods of twenty years each (each, a "Renewal Term") on mutual agreement of Lessor and Lessee, on the same terms and conditions as set forth in this Ground Lease(collectively,the Initial Term and Renewal Term(s),the"Term"). (b) Within thi (30) days following the Commencement Date, Lessor and Lessee shall execute a commencement date memorandum in such form as will enable the memorandum to be recorded in the Public Records of Miami-Dade County, in each case, setting forth the Commencement Date and the Expiration Date, determined according to this Ground Lease. (c) On the Termination Date,the Lessee and Lessor shall be released from,and relieved of,all of its obligations hereunder and under any other agreements relating to the Project to which the Lessor and the Lessee are then a party without any further action on the part of the Lessor or the Lessee. [Parties to cooperate with respect to assignments.] Section 3. Rent. (a)The Lessee covenants and agrees to pay to the Lessor throughout the Term as Rent an annual's amount equal to the Net Available Cash Flow. (b) The Rent shall be payable in respect of each Lease Year within thirty (30) days of receipt by the Lessee and the Trustee of the annual financial statements and audit report for the corresponding Annual Period of the Lessee provided to the Trustee in accordance with the provisions of the Loan Agreement and the satisfaction of any additional conditions precedent to the distribution of the Net Available Cash Flow as provided in Section 513(b) and (c) of the Indenture. (c) If the Net Available Cash Flow for a Lease Year shall be zero (0) or a negative amount, no Rent shall be paid to the Lessor hereunder for such Lease Year, and it is understood that the Lessor shall have no liability or obligation,express or implied,to contribute or to pay the Lessee for any such deficit in Net Available Cash Flow. (d) For purposes hereof, the Lessor agrees that the Lessee may, in each Lease Year, charge, in each Lease Yar, cause to be charged Rent for the units comprising the Project sufficient to comply with all of the covenants and agreements of the Lessee contained in the Bond 10 Page 1149 of 1954 Documents,provided, however,the maximum rent charged to tenants of the Workforce Housing Units shall comply with the provisions of Section 11(c) of the Ground Lease. (e) Payment of all Rent and all other sums due to the Lessor under this Ground Lease shall be made payable to the Lessor and delivered to the Lessor at the address shown in Section 28 hereof or at such other place as the Lessor may notify the Lessee in writing from time to time. Section 4. Financing of the Proiect. The Lessee shall, at its own cost and expense, obtain all financing required for the design, acquisition, construction, furnishing, equipping, and operation of the Project, inOuding the issuance of the Series 2021 Bonds. The Lessee agrees to provide the Lessor with copies of all material information and documentation relating to any form of proposed financing. The Lessee agrees that except for the financing contemplated by the Bond Documents, all financing relating to the design, acquisition, construction, furnishing, equipping, and operation of the Project or any amendment, renewal,refinancing,or refunding of same during the Term shall be subject to the prior approval of the City Manager, which approval shall not be unreasonably withheld, so 1long as any such financing does not(i) increase the aggregate principal amount outstanding, (ii)extend the final maturity dates or amortization period of the financing,or (iii) otherwise result in II essee materially increasing the rental amounts owed by Eligible Residents. In no event shalt any financing approved by the Lessor hereunder be modified so as to increase the principal amountioutstanding or the term or amortization period of the financing except with respect to an increase in number of Workforce Housing units contemplated hereby. Section 5. Taxes and Assessments. (a) It is hereby determined and declared by the Lessor and the Lessee that nothing contained in this Ground Lease is intended to change the degree to which the interest or estate of the Lessee created by this Ground Lease is subject to ad valorem property taxes;however,to the extent assessed, the Lessee shall bear and pay to the public officer charged with the collection thereof,before the same shall become delinquent,and shall indemnify, save, and hold harmless the Lessor from the payment of, any and all taxes, assessments, license fees, excises, imposts, fee4 and charges of every sort, nature and kind(collectively, "Taxes" and each, a"Tax")that during the Term are or might be levied, assessed, charged, or imposed upon or against the Premises or the interest or estate of the Lessee or the Lessor in and to the Property. If the Lessor subsequently se is or transfers fee simple title to the Property and such sale or transfer alone results in the levy, assessment, charge, or imposition of ad valorem taxes against the Premises or causes the Property to become subject to such levy,assessment,charge,or imposition, the successor Lessor shall1;e responsible for the payment of such Taxes,and the Lessee shall have no liability therefor. (b) Notwithstanding the Lessee's agreement to pay for any taxes or assessments in accordance with Section 5(a) above, the Lessor agrees to use its best efforts to assist the Lessee in attempting to secure an exemption from ad valorem property taxation with respect to the Premises (including, without limitation, modifications to the Ground Lease or the Term thereof, if necessary). In furtheraice of the foregoing, if, following review by the Miami-Dade County Property Appraiser, it is determined that a longer duration of the Term is necessary in order to secure the exemption from ad valorem for the Project, then the City Manager may, by written notice to the Lessee, exercise one or both of the options to renew for the Renewal Term, and in such event, the Term shall be conclusively deemed to have been renewed and extended, for the duration of the Initial Term and the applicable Renewal Term(s). 11 Page 1150 of 1954 (c) If the imposition of any Tax shall be deemed by the Lessee or the Lessor to be improper, illegal, or excesive, the Lessee may, in its own name, dispute and contest the same and,in such event and to the extent permitted by law,any such Tax need not be paid until adjudged to be valid; provided, ho+er, the Lessee shall first notify the Lessor in writing of such dispute and contest and shall comply with the requirements of the Bond Documents concerning the contest of Taxes. Unless 1?o contested, any Tax shall be paid by the Lessee within the time provided by law, and if contested, any such Tax shall be paid before the imposition of a lien on the Premises with respect thereto. Section 6. Utilicy Services. The Lessee shall make application, obtain and pay,and be solely responsible,for all utilities required,used,or consumed on the Premises, including,but not limited to gas, water (including water for domestic uses and for fire protection), telephone, electricity,cable(if any),internet,sewer service,storm-water services,garbage collection services, or any similar service (collectively, the "Utility Services" and each, a "Utility Service"). In the event that any charge for any Utility Service supplied to the Premises shall not be paid by the Lessee to the applicable Utility Service supplier when due, then the Lessor shall be permitted,ten (10) days after written notice to the Lessee, but shall not be required to, pay such charge for and on behalf of the Lessee, with any such amount paid by the Lessor being repaid by the Lessee to the Lessor within twenty (20) days after demand therefor by the Lessor. Section 7. Payments for the Lessee by the Lessor. If the Lessee shall fail to procure the insurance required to be procured by the Lessee under this Ground Lease or shall fail to pay any premium of insurance,Tax, or any other sum in this Ground Lease required to be paid by the Lessee (other than Rent), the Lessor may, after expiration of the applicable cure period and after notifying the Lessee and the Trustee, at the Lessor's option, elect to follow one of the options provided in Section 24(b)hereof or may,without declaring an Event of Default,procure on behalf of the Lessee any such insurance, and pay on behalf of the Lessee any such payment or payments as may be necessary. Any sums) so paid or expended by the Lessor on behalf of the Lessee shall immediately be reimbursed and paid by the Lessee to the Lessor within twenty (20) days after demand therefor by the Lssor. Notwithstanding anything to the contrary herein, in the event Lessor makes any payments pursuant to this Section,and Lessee fails to reimburse Lessor for such amounts as provided herein,then such failure to make payment to Lessor shall constitute an Event of Default pursuant to Section 24 of this Ground Lease. Section 8. Compliance by the Lessee with Governmental Requirements. At all times during the Term,the Lessee shall conform to,obey,and comply in all material respects with all Governmental Requirements that in any way are applicable to this Ground Lease or the use or operation of the Premises or any repair, replacement, demolition, renovation, construction, restoration, or excavation being done on or to the Premises.The Lessee,in its own name and at its sole cost and expense,shall have the right to contest the validity of any Governmental Requirement contemplated under this Section. The Lessee shall use its best efforts not to use the Premises or any part thereof,or to suffer or to permit the Premises or any part thereof to be used,in any manner that would constitute a legal nuisance or an unreasonable annoyance to any resident, employee, or visitor to the Project or for any hazardous purpose, or for any other purpose that is inconsistent with the use restrictions s4 forth in Section 11 of this Ground Lease or the Project restrictions as set forth in the City Development Agreement. In the event, at any time during the Term, or thereafter, as the result of the Lessee's acts or omissions to act during the Term, any addition, 12 Page 1151 of 1954 alteration, change, or repair or other work of any nature, structural or otherwise, shall be lawfully required or ordered by an applicable Governmental Authority or become necessary on account of any Governmental Requirement then in effect, or on account of any other reason with respect to the Premises,the entire expense thereof, regardless of when the same shall be incurred or become due, shall be paid by the Lessee and, in no event, shall the Lessor be called upon to contribute thereto or do or pay for any work of any nature whatsoever on or relating to the Premises. Section 9. Quiet Enjoyment; Environmental Warranty. (a) Oniet Enjoyment. The Lessor represents and warrants that it owns fee simple, marketable title to the Property subject to no restrictions, liens, or other encumbrances other than Permitted Encumbrances. The Lessor further covenants and agrees that, throughout the Term, the Lessee may peaceably and quietly enjoy the Property subject, however, to zoning and land use restrictions, Permitted Encumbrances, and the Lessee's fulfillment of the covenants and agreements contained herein. (b) Environmen al Warranty. The Lessor, represents, warrants and covenants to the Lessee that: (i) as of the date hereof, to Lessor's knowledge and without independent investigation or inq iry, the Property is in full compliance with all Environmental Laws; (ii) as o the date hereof, to Lessor's knowledge and without independent investigation or inquiry, and except as disclosed in the Environmental Reports, (A) there are no Hazardous Materials that have been spilled, disposed of, or otherwise released at, on,under or about the Property,that are or have been migrating to or from the Property, or otherwise are located on the Property,regardless of source,and(B)there are no Hazardous Materials that originated at or otherwise are related to or have affected the Property and have caused or threatened to cause any environmental contamination or otherwise have caused or threatened to cause any liability under any Environmental Laws; (C) there are no,and to the Lesso 's knowledge,never have been any underground storage tanks, above- ground storage tanks, wastewater impoundments, or areas used for waste treatment, storage,or disposal activities at,on,in,or under the Property;and(D)there are no activities or conditions that exist, and to Lessor's knowledge, have ever existed and remain unresolved at, on, in, under, or otherwise associated with the Property that violate any Environmental Laws or could reasonably be expected to result in any claim or liability under any Environmental Laws. Section 10. Construction of Improvements. (a) The Project shall be developed and constructed in accordance with, and subject to all requirements set forth in,the City Development Agreement,which provisions are incorporated by reference as if fully set forth herein. As of the Commencement Date,Lessee expressly assumes all of the obligations of the Developer under the City Development Agreement (except for any obligations which have been fully satisfied or performed by the Developer prior to the Commencement Date). In addition to the foregoing, the Lessee shall enter into a Development Agreement with Servitas, LLC, as Developer, which shall contemplate the Developer's entering 13 Page 1152 of 1954 into the Construction Contract and the Architect's Agreement for the development of the Project, in accordance with the City Development Agreement. (b) Lessee's Security for Performance. As security for the Lessee's performance hereunder as it relates to the design and construction of the Project,the Lessee grants to the Lessor a security interest in the Construction Documents as provided in, and subject to the provisions of, Section 12(a)hereof. (c) Default in Construction. In the event the Developer, the General Contractor, or the Architect shall fail to perrorm in accordance with the provisions of any of the Construction Documents to which it is a party in connection with the design, acquisition, construction, furnishing,and/or equipping of the Project,the Lessee shall exercise all of the rights and remedies available to the Lessee in each such Construction Document(s)in consultation with the Lessor. If an Event of Default shall occur and be continuing or if the Lessee shall default under the [Development Agreement],the Lessor may, subject to the rights of the Trustee, assert the rights of the Lessee under the terms of the Borrower Development Agreement, the Construction Contract, and the Architec 's Agreement. (d) Commencement of Construction. The Lessee shall commence and pursue to completion the design, acquisition, construction, furnishing, and equipping of the Project on the Property and associated site development on the Project outside the boundaries of the Property, in accordance with the Construction Documents and in accordance with the Schedule of Performance. (e) Construction Approvals by the Lessor. Prior to commencing any excavation, construction, paving, or any other work associated with the Property or the Project, the Lessee shall deliver to the Lessor for its approval three(3)sets of the proposed Plans and Specifications. The right of approval of the Lessor with respect to the Plans and Specifications shall include,but not be limited to,the compatibility of the exterior appearance of any improvement with the public activities of the Lessor on adjacent portions of the Project. The Lessor shall approve or reject the proposed Plans and Specifications in accordance with the requirements of the City Development Agreement. Failure to approve or reject any proposed Plans and Specifications within the time periods specified in the City Development Agreement shall be deemed approved by the Lessor. The Lessor agrees not to vrithhold unreasonably the approval required by this subsection and the City Development Agreement.Approval of submissions or resubmissions by the Lessor shall not relieve the Lessee from the obligation to obtain all other necessary approvals and permits required by all Governmental Authorities or from complying in all material respects with the Plans and Specifications,the Construction Documents, and all applicable building codes and ordinances. (f) Modifications to Plans and Specifications. Once the Plans and Specifications shall be submitted to and approved by the Lessor or the proposed Plans and Specifications shall be deemed approved in accordance with subsection (e) of this Section, no changes or material changes, modifications, 4 alterations to the Plans and Specifications may be made without the prior written consent ofd the Lessor, which consent shall not be unreasonably withheld, conditioned, or delayed. The Plans and Specifications must at all times continue to comply with the requirements of this Ground Lease. If the Lessee seeks to make a change, modification or alteration to the Plans and Specifications,the Lessee shall provide a written request to the Lessor, 14 Page 1153 of 1954 seeking approval of the change, modification or alteration. The Lessor shall either approve the proposed changes to the Plans and Specifications or specify the particular changes with reasonable detail,if possible,which must be made to such document(s)for them to be reasonably acceptable to the Lessor in accordance with the requirements of the City Development Agreement.The Lessee shall incorporate such revisions as are reasonably acceptable to the Lessee and submit the same for the Lessor's approval or rejection,within the timeframes specified in the City Development Agreement. If Lessor does not notify the Lessee in writing within the applicable timeframes of any changes the Lessor desires to be made to the proposed changes to the Plans and Specificatio s,then such change or modification shall be deemed approved. iactivities (g) Construction According to Approved Plans. All construction must be coordinated with the appropriate departments of the Lessor. A mandatory pre-construction meeting shall be conducted by the Lessee prior to the start of any construction activities for the purpose of reviewing security procedures, utility coordination, access to the Property, and construction coordination issues. The meeting shall be attended, at a minimum, by the Lessor Representative (FPC Representative), the Lessee, the Developer, and the General Contractor's project manager and superintendent. All building materials for the Project must be new and of good quality in accordance with the Construction Documents and the Plans and Specifications. The Lessor reserves the right, at the Lessor's sole cost and expense, to monitor the Lessee's construction of the Project from its inception, and the Lessor shall be permitted to participate in all construction meetings contemplated by the Construction Documents and to receive all reports of the Independent Archiiect/Engineer (as defined in the Loan Agreement); provided that the failure of the Lessor Representative(FPC Representative)to attend any such construction meeting of which they,he,or she shall have been notified shall not cause a delay in the holding thereof on the scheduled date theref. At a minimum, the following restrictions must be placed upon construction activities, and the Lessee shall provide for the incorporation of these restrictions in the Construction Documents: (i) access to the construction site shall be limited to those involved with the work; (ii) for construction activities requiring access to the Lessor's drives and parking areas, access shall be restricted to those times approved by the Lessor,which approval will not be unreasonably withheld; (iii) construction activities shall not unreasonably interfere with entry or exit to the Project,Project parking or drives,or pedestrian circulation paths or walks without prior written consent from the Lessor; (iv) the Lessee shall notify the Lessor in writing at least seventy-two (72)hours in advance when coordination meetings requiring the Lessor's participation shall be required; (v) the Lessee shall provide an eight foot(8')high chain link security fence(or higher, if required too comply with any Governmental Requirements, and which fence may not contain razor or barbed wire) with lockable gates at the perimeter of the construction site and staging are .. 15 Page 1154 of 1954 (vi) the Lessee, throughout the construction period, shall be responsible for the enforcement of discipline and good order among the workers on the site; (vii) Project toilet facilities and parking areas shall not be used by construction personnel; (viii) signage, which shall be subject to the prior written approval of the Lessor Representative(FPC Representative), shall be provided and maintained at all entrances to the Project to direct deliveries, construction personnel, etc. to the construction site; (ix) the Lessee and the Lessee's contractors shall not bury or burn or otherwise dispose of construction debris on the Property or on any other portion of the Project;and (x) any other requirements set forth in the City Development Agreement. (h) Payment of Bills for Construction.The Lessee covenants and agrees to pay or cause to be paid, currently as they become due and payable in accordance with the terms of the Construction Documents and the Bond Documents, all bills for labor, materials, insurance, and bonds, and all fees of architects,engineers,contractors,and subcontractors and all other costs and expenses incident to any Construction in or on the Premises; provided, however, that the Lessee may, in good faith, in its olwn name, dispute and contest any such bill, fee, cost, or expense, and in such event, any such item need not be paid until adjudged to be valid. Unless so contested by the Lessee, all such items shall be paid by the Lessee within the time provided by law, and if contested, any such item shall be paid before the issuance of an execution on a final judgment with respect thereto. The Lessee shall provide the Lessor Representative (FPC Representative) with copies of each Application for Payment(and all supporting documentation)submitted by the General Contractor,each Certificate of Payment issued by the Architect prior to payment thereof, and evidence of payment of each such Application for Payment. (i) All Liens and Rights are Subordinate to the Lessor. Except for the rights of the Trustee and/or any other Permitted Leasehold Mortgagee, including, without limitation, their respective rights referenced in Sections 10(b), 12(a), 26, and 34 hereof, the Lessee's rights, as well as the rights of any other person or entity, including, but not limited to, any mortgagee, architect, independent contractor, assignee, sublessee, sub-contractor, prime or general contractor, mechanic, laborer, materialman, or other lien or claim holder, shall always be and remain subordinate, inferior, and junior to the Lessor's title, interest, and estate in the Property the Premises, and this Ground Lease. The Lessee shall not create or permit to be created or to remain, and shall dischrge, any lien, encumbrance, or charge levied on account of any mechanic's, laborer's, or materialman's lien, or any security agreement, conditional bill of sale, title retention agreement, chattel mortgage, or otherwise (a "Lien")that might or does constitute a lien, encumbrance, or charge upon the Premises, or any part thereof, or the income therefrom, having a priority or preference over or ranking on a parity with the estate,rights, or interest of the Lessor in the Premises or any part thereof,or the income therefrom.Nothing in this Ground Lease shall be deemed or construed in any way as constituting the consent or request of the Lessor, express or implied, by inference or otherwise, to the filing of any Lien against the Premises by any contractor, subcontractor, laborer, materialman, architect, engineer, or other Person for the 16 Page 1155 of 1954 performance of any labor or the furnishing of any materials or services for or in connection with the Premises or any part thereof. (j) Completion of Construction by the Lessor. The Lessor acknowledges that the Lessee has collaterally assigned to the Trustee all of the Lessee's right,title,interest,and remedies in and to the Construction(Documents pursuant to the Assignment of Contracts and Agreements, and has secondarily assigned the same to the City,subject to the rights of the Trustee.The Lessee covenants and agrees that in the event (i) the Lessee shall abandon or fail to complete the construction of Improvements undertaken by the Lessee in accordance with all material requirements hereof, (ii) such failure shall not be solely the result of the occurrence of an Event of Default, and (iii) the Trustee shall not elect to complete construction of such Improvements pursuant to the terms of tie Assignment of Contracts and Agreements, the Lessor may, at its option (but without any obligation so to do and without prejudice to any other rights the Lessor may have under this Ground Lease) complete the acquisition, construction, furnishing, and equipping of the Project as an expense of the Project and, as nearly as practicable and proper, according to the Plans and Specifications previously approved or deemed approved by the Lessor. (k) Title to the Improvements. The title to all Improvements now or hereafter located on the Property including those to be constructed in accordance with the Plans and Specifications and the Construction Documents shall be vested in the Lessee until the expiration of the Term or earlier termination of thT Ground Lease, at which time all title to and ownership of said Improvements shall automatically and immediately vest (without the necessity of any further action being taken by the Lessee or the Lessor or any instrument being executed and delivered by the Lessee to the Lessor) in the Lessor. (1) Architects, Engineers, Contractors, Specialists, and Consultants. The Lessee shall require, or cause the Developer or the General Contractor to require, any architects, engineers, contractors, subcontractors, specialists, and consultants engaged in connection with the design, acquisition, construction, furnishing, and equipping of the Project to perform their respective obligations under the terms of the Construction Documents to be licensed in accordance with Florida law and to obtain arid maintain payment and performance bonds pursuant to subsection(o) of this Section, and as required by the City Development Agreement. (m) Permits, Laws, and Ordinances. The Lessee shall as a construction expense, comply and cause its contractors and subcontractors to comply in all material respects with all Governmental Requirements of all Governmental Authorities that may now or hereafter, from time to time, be established and that are or shall be applicable to the Lessee as they relate to the Project,including without limitation,the Americans With Disabilities Act of 1990,and shall take, as otherwise provided herein, all action necessary to cause the Project to comply in all material respects with all provisions of the Construction Documents,the Loan Agreement,and this Ground Lease applicable to the Lessee. (n) Construction Site. The Lessee shall cause the Developer confine its operations to the Property and shall nod store any material or equipment on property of the Lessor outside the boundaries of the Property, except as approved in writing and subject to such conditions as may be specified and approved by the Lessor. The Lessee shall protect all work and shall at all times 17 Page 1156 of 1954 keep and cause its contractors to keep the construction site reasonably clean and free from waste materials and rubbish. (o) Payment and Performance Bonds.The Lessee shall provide or cause to be provided to the Lessor payment and performance bonds in a form and from a surety approved by the Lessor, in accordance with the Construction Documents,to include requiring the General Contractor and appropriate subcontractors to provide payment and performance bonds. The bonds shall be dual obligee surety bonds payab e in favor of the Trustee,as primary obligee,and in favor of the Lessee and the Lessor as additional obligees. (p) Reports and Information. The Lessee shall provide the Lessor with copies of all material documents and correspondence provided to or generated by the Lessee in connection with the performance of the Construction Documents including those related to the satisfaction of the items in the Schedule of Performance and shall provide the Lessor with monthly progress reports in a form reasonably satisfactory to the Lessor demonstrating compliance with the construction requirements of the Plans and Specifications and the Construction Documents and this Ground Lease for they previous month. In addition, the Schedule of Performance must be updated at least monthly to assure the Lessor that construction of the Project will be complete in sufficient time to allow for occupancy thereof on or before , 2022. The Lessee shall deliver or cause to be delivered to the Lessor Representative (FPC Representative) copies of all soil reports, surveys, hazardous wastes or toxic materials reports, feasibility studies, and other similar written materials prepared for the Lessee pursuant to the Construction Documents or the Bond Documents with respect to the Property or the Project within ten(10) days after receipt by the Lessee. (q) Substantial Completion of the Project.As soon as practicable(however,in no event to exceed six (6) calendar months) after the Substantial Completion of the Project, the Lessee shall furnish to the Lessor Representative: (i) one complete set of final "as-built" Plans and Specifications of the completed Project in digital auto-CAD format; (ii) a current, accurate, properly labeled, and certified (by the hereafter stated surveyor or engineer), "as-built" plat of survey prepared by a Florida registered land surveyor or professional engineer depicting to scale the location of the completed Project, as the same have been constructed; and (iii) one complete set of operations and maintenance manuals for all systems, equipment, furniture, and fixtures relating to the Project of the Project; and (iv) any other documentation that may be required pursuant to the City Development Agreement. (r) Failure to Provide Project on Schedule. If the Lessee shall not deliver the number of resident units contemplated in the Construction Documents in accordance with the Schedule of Performance for the Project, the Lessee shall be liable for the incremental costs of providing housing for Eligible Residents who shall have entered into Occupancy Agreements to occupy residential units within the Project, but who shall not be permitted to occupy such units on or 18 Page 1157 of 1954 before the guaranteed date of delivery thereof(collectively, the "Affected Residents" and each, an "Affected Resident"). Incremental costs means the sum of: (i) the c st of alternative housing for each Affected Resident; (ii) the cost of any necessary and reasonable storage facilities for possessions of each Affected Resident; and (iii) any necessary and reasonable moving services for each Affected Resident from such housing to the Project; or (iv) as a9 alternative to (i) through (iii), and at the election of each Affected Resident, a daily amount equal to his or her daily rent under his or her lease, sublease, license,rental, or other similar agreement. If any Workforce Housing Units shall not be delivered for occupancy on time as described above, the Lessor and the Lessee shall nevertheless proceed with the execution of Occupancy Agreements with the intent that revenues therefrom will be paid by Affected Residents and then paid to the Trustee for the Bonds under the provisions of the Loan Agreement as if the Project had been completed on time and with the Lessee providing payment of the actual costs of alternative housing and transportation as described above. Notwithstanding the foregoing, Lessee shall exercise its good-faith diligent efforts to coordinate the execution of Occupancy Agreements with the date for Substantial Completion of the Project, so as to minimize costsand disruption to Eligible Residents. Section 11. Operation of the Project. (a) Use ofPremises. Throughout the Term of this Lease,Lessee shall use the Premises solely for the Project purposes as set forth in the City Development Agreement, which purposes shall be limited to the operation of the Workforce Housing Units, Dormitory Housing, and ground-floor cultural or retail uses, provided, however, that in no event shall any such ground floor cultural or retail uses include any of the Prohibited Uses,as set forth in Section 11(f)below. (b) Lessee's Obligation to Continuously Operate. Upon completion of construction of the Project,the Lessee shall continuously operate the Premises to serve Eligible Residents (with the exception of the ground floor cultural or retail uses) and shall enter into the Initial Management Agreement. (c) All Workforce Housing Units shall be marketed and rented solely to Eligible Residents, with approxin}ately fifty percent (50%) of such units rented to Eligible Residents earning AMI of 80%or less,and the remaining units rented to Eligible Residents earning between 80% and 120% AMI. The monthly rent for the Workforce Housing Units shall not exceed 30% of the then applicable AMiI,as follows: (i)for all residents earning 80%of AMI or less,rent shall not exceed 30%of the amount that is equal to 80%AMI;and(2)for all residents earning between 81-120%of AMI,the rent]shall not exceed 30%of the amount that is equal to 120%of AMI. All Occupancy Agreements for the Workforce Housing Units shall have a duration of twelve (12) months, and no sub-leasing of Occupancy Agreements shall be permitted. The restrictions Page 1158 of 1954 • relating to the Workforce Housing Units shall extend for the duration of the Term, notwithstanding the durations otherwise identified in Chapter 58 of the City Code. (d) The order of priority of booking of Eligible Residents for the Workforce Housing Units shall be as follows: (i) Tier 'I —Income-eligible Artists practicing in Miami-Dade County; City of Miami Beach employees, including, without limitation, City of Miami Beach law enforcement personnel and firefighters; Area Educators and nurses employed within the City of Miami Beach; and veterans who are either employed within the City of Miami Beach or whose last place of residence was within the City of Miami Beach; (ii) Tier 2—Income eligible workers employed within the City of Miami Beach in the hospitality anti entertainment industries; and (iii) Tier —Any other income-eligible workers employed within Miami-Dade County, with priority for income-eligible workers employed within the City of Miami Beach(collectively,the"Eligible Residents"). (e) Any Workforce Housing Unit remaining vacant for at least sixty (60) consecutive days may be offered and leased to any other Eligible Resident in a subsequent tier. (f) Prohibited Uses. (i) Withrespect to the Workforce Housing Units, any rentals for a period of less than six months and one day shall be strictly prohibited. (ii) With respect to the ground-floor cultural or commercial retail uses, in no event shall the ground-floor space be rented for any of the following purposes: (A) the sale,as its principal business purpose,of any merchandise which such Person in the course of its normal business practice, purchases at manufacturers'clearances or purchases of ends-of-runs,bankruptcy stock, seconds, or other similar merchandise; (B) the sale of insurance salvage stock, fire sale stock, merchandise damaged by or held out to be damaged by fire; (C) a bankruptcy sale or going-out-of-business sale or liquidation sale or any simil sale; (D) the sale of medical marijuana or paraphernalia incidental thereto; (E) coinbox entertainment (pinball, video games, moving pictures operated by coins); (F) casino gambling, or games of chance or reward; 20 Page 1159 of 1954 (G) any unlawful or illegal business,use or purpose,or for any business, use or purpose which is immoral or disreputable (including "adult entertainment establishments"and"adult"bookstores)or extra-hazardous; (H) any purpose that constitutes a nuisance of any kind (public or private); (I) check cashing facilities; (I) pawn shops; (K) the sale of firearms; (L) tattoo parlors, fortune tellers,psychics, palm readers,body piercing shops; (M) political offices; (N) military recruiting; (0) consular, legation or any other offices of foreign governments; (P) tire sales; (Q) the sale of animals or birds of any kind and/or products of a nature typically sold in pet shops; (R) the sale of major appliances as a primary business; and (S) in any manner that will violate any approvals of applicable Governmental Authorities, Certificate of Occupancy or certificate of use for the Premises, ori which will violate any Governmental Requirements (collectively,the "Prohibited Uses"). (g) Such Prohibited Uses shall be reviewed and amended on terms mutually agreeable to the City and Master Lessee not less than once each twenty (20)years. Lessee shall ensure that the provisions of this Section 11 are incorporated as a material term in the Management Agreement, to ensure the Manager's compliance with all applicable use restrictions set forth herein. Lessee shall further cause for the Operating Plan to be developed consistent with the use restrictions set forth in this Section 11. (h) Management of Improvements. The Lessee shall not modify, amend, or renew the Initial Management Agreement or enter into any other Management Agreement with a new Manager for the Project without the City Manager's prior written consent, which consent shall not be unreasonably withheld. 21 Page 1160 of 1954 (i) Administration of Funds. The Lessee and the Lessor agree that at all times while the Bonds are Outstanding, all gross revenues of the Project shall be deposited with the Trustee and administered in accordance with the terms of the Indenture. (j) Debt Service Coverage Ratio. Commencing on the first full Annual Period following Substantial Completion of the Project, the Lessee shall use commercially reasonable efforts to operate the Project such that the Debt Service Coverage Ratio shall at all times be not less than 1.20.Beginning vrith the Annual Period ending ,20 ,the Lessee shall deliver to the Lessor a certificate disclosing the Debt Service Coverage Ratio as of the end of each Annual Period,at the time of the delivery of the Lessee's annual audited financial statements pursuant to subsection (0 below, calculated based upon such annual audited financial statements. Notwithstanding the foregoing to the contrary, the Lessee's failure to maintain a Debt Service Coverage Ratio of not less than 1.20 shall not constitute an "Event of Default" hereunder. (k) Annual Audited Financial Statements.The Lessee shall,not later than one hundred eighty(180) days following the end of each Annual Period commencing with the Annual Period ending ,20_,provide to the Lessor its annual audited financial statements,prepared by an independent auditor in accordance with GAAP. Additionally, at the time of the Lessee's delivery of its annual audited financial statements, the Lessee shall provide a certificate to the Lessor setting forth the Debt Service Coverage Ratio for such Annual Period, calculated based upon the Lessee's annual audited financial statements. As soon as available, but in no event later than thirty (30) days after Ithe end of each quarter, Lessee shall make available at the Project for inspection and examination (or photocopying) by Lessor or its representatives an unaudited statement of Revenues or Expenses for both the current month and Lease Year to date. (1) Operating Plan. The Lessee and the Manager agree to work with the Lessor to establish an operating plan, which shall address, among other matters, standard forms of occupancy agreements; the priority of Eligible Residents in accordance with the tiers for the booking of Eligible Residents as provided in Section 11(d) of this Ground Lease;the process and record-keeping requirements for verification of income-eligibility and other requirements for Eligible Residents, along with a lottery system or other process for the selection and placement of Eligible Residents within each of the priority tiers set forth in Section 11(d) of this Ground Lease, subject to the City Manager's approval of such selection process to ensure that the placements of Eligible Residents are made fairly and equitably and free of favoritism or individual bias; use of the Lessor's trademarks and service marks for purposes of advertising or marketing the Project to Eligible Residents; details concerning the management and operation of the Premises, including with respect to the provision of custodial/janitorial services, landscaping, maintenance/repairs of the Improvements, security services, utilities, resident complaints, coordination of services with master sublessees, and the like; hours of operation for the Ground Floor retail or cultural use ; services to be provided by the Lessor in accordance with subsection (g) of this Section, and the use of the Lessor's online resources for purposes of advertising and marketing the Project to Eligible Residents. The Operating Plan shall be subject to City Manager approval, with such approval not to be unreasonably withheld. Lessor and the Lessee mutually agree to review such Operating Plan on not less than an annual basis in consultation with the Manager, and such Operating Plan may be revised from time to time at the mutual agreement of the Lessee and the Manager, subject to the approval of the City Manager as provided herein. 22 Page 1161 of 1954 (m) Services Pro ided by the Lessor. Unless otherwise mutually agreed upon between the Lessor and the Lessee,the Lessor agrees to those services described in Section 7 of the Ground Lease;provided,however that the costs incurred by Lessor for the provision of such services shall be paid or reimbursed to Lessor in accordance with the terms of the Bond Documents. (n) Parking. The Lessor shall provide access to up to fifty-eight(58)monthly parking passes at the City garage tacility located at 340 23rd Street ("Collins Park Garage") , with the monthly parking passes available for purchase by the residents of the Workforce Housing Units, at the then applicable Cityrate, on a first-come-first-served basis, so long as the Collins Park Garage is operated by the ??ity and open to the public. In the event of damage or other casualty or force majeure event reuiring the closure of the Collins Park Garage, either on a temporary basis or otherwise,Lessor hall exercise diligent,good-faith efforts to identify an alternative City public parking facility to accommodate the residents, subject to availability. (o) Coordinatio n of Services with MCB pursuant to Master MCB Sublease. Lessee shall be responsible for coordination with MCB of any property-management related services in connection with Miami CityBallet's use of the Dormitory Housing,in accordance with the Master MCB Sublease, including, without limitation, the provision of adequate maintenance or repairs, lighting, security (including, without limitation, any specific security arrangements that may be required for the protection of minors utilizing the Dormitory Housing), resident complaints, or other property-management related services. (p) Lessor's Priority Right to Ground Floor Master Sublease. Prior to any rental or occupancy of the ground door portion of the Premises ("Ground Floor"), the Lessor shall have the exclusive,priority right to enter into a Ground Floor Master Sublease,in order to activate the Ground Floor for cultur�l purposes, at the Lessor's sole discretion, either directly through Lessor's personnel or a third-party vendor providing management services to Lessor for the Ground Floor activations, or via a sub-sublease to a cultural organization or other entity, for cultural programming wit1. in the Ground Floor. Subject to mutual agreement between Lessor and . Lessee, Lessee anticipates that the initial annual rental charges to the Lessor for the Ground Floor Master Sublease, includin common area maintenance and common area utility expenses, shall approximate $27.60 per s 'square foot. In the event Lessor elects to not enter into a Ground Floor Master Sublease, Lessor s all provide Lessee with written notice, on or prior to October 1,2022, of Lessor's election towaive its priority rights to rent the Ground Floor, to permit Lessee appropriate time to market the Ground Floor for retail purposes. Section 12. Security Interest. (a) Pledge, Assignment, and Grant of Security. As security for the Lessee's performance of its obligations hereunder and subject to the rights of the Trustee,the Lessee hereby assigns and pledges to the Lessor, and hereby grants to the Lessor a security interest in, all of the Lessee's right,title,and interest in and to the Assigned Agreements, including,without limitation: (i) all rights of the Lessee to receive moneys due and to become due under or pursuant to the Assigned Agreements; (ii) Il rights of the Lessee to receive proceeds of any insurance, indemnity, warranty, or guaranty wit� respect to the Assigned Agreements; (iii) claims of the Lessee for damages arising out of or for breach of or default under the Assigned Agreements; and (iv) the right of the Lessee to terminate the Assigned Agreements, to perform thereunder, and to compel 23 Page 1162 of 1954 performance and otherwise exercise all remedies thereunder. The Lessor acknowledges that, pursuant to the Assignment of Contracts and Agreements, the Lessee will grant to the Trustee security interests in various items of collateral including, but not limited to, the Assigned Agreements and certain rights and remedies with respect thereto (collectively, the "Trustee Security Interests"). Any aid all security interests granted to the Lessor by the Lessee as security for the performance by the Lessee's of its obligations under this Ground Lease(including, but not limited to,the security interest granted in this Section)shall be subject to the provisions of Section 36(i) hereof and subordinate in all respects to the Trustee Security Interests. (b) Further Action and Documents. The Lessee agrees that from time to time, at the expense of the Lessee, the Lessee will promptly execute and deliver all further instruments and documents, and take all firer action,that may be necessary or desirable, or that the Lessor may reasonably request, in order to perfect and protect any pledge, assignment, or security interest granted or purported to be granted hereby or to enable the Lessor to exercise and enforce its rights and remedies hereunder with respect to any Assigned Agreements. (c) Financing S atements. The Lessee hereby authorizes the Lessor to file one or more financing and/or continuation statements, and amendments thereto, relating to all or any part of the Assigned Agreements without the signature of the Lessee where permitted by law. A photocopy or other reproduction of this Ground Lease or any financing statement covering the Assigned Agreements or any part thereof shall be sufficient as a financing statement where permitted by law. (d) Lessor Appointed Attorney-in-Fact. The Lessee hereby irrevocably appoints the Lessor the Lessee's attorney-in fact,with full authority in the place and stead of the Lessee and in the name of the Lessee or otherwise,if an Event of Default shall have occurred and be continuing, to take any action and to e l ecute any instrument that the Lessor may deem necessary or advisable to accomplish the purpose of this Ground Lease, subject in all cases to the rights of the Trustee, including, without limitation: (i) to obtain insurance required to be paid to the Lessor pursuant to Section 17 hereof in the event the Lessee shall fail to obtain such insurance; (ii) tok, demand, collect, sue for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in connection with the Assigned Agreements; and (iii) to file any claims or take any action or institute any proceedings that the Lessor may deem necessary or desirable to enforce compliance with the terms and conditions of any .ssigned Agreement or the rights of the Lessor with respect to any of the Assigned Agreements. (e) Lessor May Perform. If the Lessee shall fail to perform any agreement contained herein, the Lessor may itself perform, or cause performance of, such agreement, and the reasonable expenses of the Lessor incurred in connection therewith shall be payable by the Lessee to the Lessor within twenty(20)days after demand therefor by the Lessor. 24 Page 1163 of 1954 (f) Lessor's Duties.The powers conferred on the Lessor hereunder are solely to protect its interest in the Assigned Agreements and shall not impose any duty upon it to exercise any such powers. The Lessor shall have no duty to take any necessary steps to preserve rights against prior parties or any other rights pertaining to any Assigned Agreements. Section 13. Assignment of Lease. Except as otherwise provided in Section 26 hereof, the Lessee and its successors and assigns, shall not have the right to assign, transfer or sublease this Ground Lease or any interest herein or any right or privilege appurtenant hereto or to sublease the Premises or any portion thereof, unless the written consent of the Lessor, by and through the City Commission at its stile and absolute discretion, shall first be had and obtained. Any assignment or transfer for which consent is required but which is nevertheless made without such written consent shall be void ab initio. Any other provisions hereof to the contrary notwithstanding,the Lessee shall,without the consent or approval of the Lessor,have the right, in the ordinary course of business, to enter into Occupancy Agreements in accordance with the criteria set forth in the Management Agreement. Section 14. Maintenance of Property. The Lessee shall, at all times during the Term, at the Lessee's sole cost and expense, keep and maintain the Premises and all adjoining areas out to the perimeter pavement, and appurtenances and every part thereof, and any and all buildings, other structures or Improvements that may exist on, in, or be made a part of the Premises, in good order and condition, ordinary wear and tear excepted, and make all necessary repairs thereto, interior and exterior, structural and nonstructural, ordinary and extraordinary, and foreseen and unforeseen. The Lessee shell be required to follow any maintenance schedule proposed by the Developer.In the event the Lessee shall fail to perform any of its obligations as required hereunder, after notice and right to care pursuant to the terms and provisions of Section 24(a) hereof, the Lessor may (but shall not be required to)perform and satisfy same, and the Lessee hereby agrees to reimburse the Lessor fors the reasonable cost thereof promptly upon demand. The Parties agree that it shall be the Lessee's sole responsibility at all times during the Term to maintain the Premises in a first-class condition. All required maintenance and repair during the Term shall be complete when the Premises shall be surrendered to the Lessor. Section 15. Annual Budget. (a)The Lessee shall develop in good faith,in its discretion and after consultation with the Lessor, a line-item operating and capital budget for the Project for each Annual Period (collectively, the "Annual Budgets" and each, an "Annual Budget") commencing with the Annual Period ending , 2023. The Annual Budget shall set forth among other matters,those items usually contained in budgets of similar nature,including,but not limited to, the following: (i) the categories of anticipated Revenues and the projected amounts of each category of such Revenues; (ii) the amounts to be deposited to the Repair and Replacement Fund and any other reserve fund established under the Indenture during such Annual Period and the amounts contained therein as of the first day of such Annual Period; (iii) all anticipated capital expenditures; 25 Page 1164 of 1954 (iv) the projected reasonable amounts of all Expenses; (v) sufficient information to explain the basis for the budgeted Revenues, capital expenditures, and Expenses; and (vi) the amount of projected Revenues sufficient to comply with any applicable covenants contained in the Bond Documents. (b) The Annual Budget shall reflect all anticipated Expenses paid, incurred,or accrued or to be paid, incurred, or accrued by the Lessee or on behalf the Lessee by another Person, such as(by way of example)the Manager under the Management Agreement. The Annual Budget shall include any input provided by a budget oversight committee consisting of a representative of the Lessee, Manager,Asset Manager, Lessor and MCB (for so long as MCB is in good standing under the Master MCB Sublease for the Dormitory Housing)("Budget Oversight Committee"). (c) Following review and input by the Budget Oversight Committee, the Lessee shall submit to the Lessor's City Manager for the City Manager's approval a proposed Annual Budget not later than ninety (90) days prior to the commencement of each Annual Period. The City Manager (or the City Manager's designee) shall give the Lessee notice of its approval of the Annual Budget as submitted or of its disapproval of one or more of the matters contained therein not later than sixty(60)days prior to the commencement of such Annual Period, or, if later,sixty (60) days after the Lessor 'shall have provided the information described in Section 11(k) hereof to the Lessee. If the Lessor shall fail to give notice of approval or disapproval in a timely manner, then the Annual Budget as submitted shall be deemed approved by the Lessor. If the Lessor shall give notice of its disapproval, the Lessee and Lessor promptly, in good faith, shall develop an Annual Budget on which they both may agree. In the event that the Lessee and the Lessor fail to reach agreement not later than thirty (30) days prior to the commencement of an Annual Period, the Annual Budget for the then current Annual Period, as increased for all Expenses (other than salaries and payroll expe ses) by the increase, if any, in the Consumer Price Index shall be implemented for the next Annual Period until agreement is reached on a new Annual Budget. For the avoidance of doubt, in no event shall salaries and payroll expenses be increased until such time as the Parties have reached agreement on a new Annual Budget. If the proposed Annual Budget has not been appro y ed prior to the beginning of the Annual Period and contains provisions regarding the modification of rents for the Annual Period, those rents shall be applied to the Project for the applicable Annual Period. (d) From time to time during or in respect to an Annual Period, the Lessee shall have the right to modify the Annual Budget, which amendment shall be subject to the Lessor's prior written consent unless: (i)the amendment shall be to reflect additional Revenues or the receipt of insurance or condemnation proceeds; (ii) the amendment shall be for an amount in respect to a line item(A)that does not increase or decrease,when added to all other changes to that line item, either the original amount hof that line item or an increased amount approved by the City Manager (or the City Manager's designee)and then in effect by more than ten percent(10%), and(B)that does not increase the original total amount of Expenses or an increased amount approved in writing by the Lessor and Then in effect by more than five(5)percent (5%)or(iii)the amendment shall be necessary to preserve life or property. An Annual Budget for an Annual Period, as so amended, shall, after such amendment,be the Annual Budget for such Annual Period. 26 Page 1165 of 1954 (e) The Lessee shall operate the Project and make expenditures in connection with the Project in accordance with the Annual Budget. (f) For each month within an Annual Period,the Lessee shall submit to the Lessor not later than thirty(30) days after the end of such month,a Budget Reconciliation Statement. (g) The Lessor acknowledges that there may be certain periods (e.g., the summer months) when the Revenues may be inadequate to pay all of the Expenses (collectively, the "Shortfall Periods" and a Bch,a"Shortfall Period")and agrees that provision should be made for the funding of any such liquidity shortfalls(collectively,the"Shortfalls" and each,a"Shortfall") during the periods when the Revenues are more than adequate to pay all of the Expenses (collectively, the "Surplus Periods" and each, a "Surplus Period"). The Lessor therefore authorizes the Lessee to make provision for such Shortfalls by arranging to have amounts deposited in the Operating Account(as defined in the Indenture) during Surplus Periods to be in excess of that which is required to pay Expenses during such Surplus Periods with such excesses to be in the amounts of the anticipated Shortfalls. The Lessor also acknowledges that the funding for a Shortfall Period in orie Annual Period may be made during a Surplus Period occurring in the immediately preceding Annual Period. The Lessee agrees that any such funding for a Shortfall Period shall be clearly and completely identified in the Annual Budget submitted to and approved as by the Lessor. Except provided herein with respect to the process for adjustments for anticipated Shortfalls,Lest or shall have no liability for Shortfalls or obligation to cover Shortfalls in the event the Revenues are insufficient to cover the Expenses. Section 16. Indemnification Agreement. Subject to the limitations set forth in Section 36(1)of this Ground Lease,the Lessee hereby releases and agrees to indemnify and hold harmless the Lessor and all of its trustees,officers,employees,directors,agents,and consultants(hereinafter collectively referred to as the"Indemnitees")of and from any and all claims, demands, liabilities, losses, costs,or expenses for any loss including but not limited to bodily injury(including death), personal injury,property damage,expenses,and reasonable attorneys'fees to the extent due to any negligent act or omission on the part of the Lessee, its agents,employees, or others(other than the agents and employees of the Lessor, if any)working at the direction of the Lessee or on its behalf, or due to the application of any pertinent federal, State, or local law, rule, or regulation or the violation of by the Lessee, its agents, employees, or others (other than the agents and employees of the Lessor,if any)working at the direction of the Lessee of any such federal,State,or local law, rule, or regulation. This indemnification extends to the successors and assigns of the Lessee, and this indemnification survives the expiration or termination of this Ground Lease and the dissolution or, to the extent allowed Iv law, the bankruptcy of the Lessee. This indemnification does not extend beyond the scope hereof and the Construction Documents and the work undertaken thereunder, and does not extend to claims exclusively between the Parties arising from the terms or regarding the interpretation hereof. Lessee shall cause for the Initial Management Agreement (and any subsequent Management Agreement), the Master MCB Sublease, and Occupancy Agreements, and any vendor agreement between Lessee and any third-party involving services in excess of$50,000 to release, indemnify and hold harmless the Indemnitees in the same manner, and to the same extent, as Lessee has agreed to release, indemnify and hold harmless the Indemnitees in accordance with this Section. 27 Page 1166 of 1954 Section 17. Insurance. (a) General. It is the intent of the Parties that all risk of loss relating to the Project be shifted from Lessee to insurance to the maximum extent practicable. Accordingly, unless the Le sor shall otherwise agree in its sole discretion to maintain insurance for the Project, the Lessee sall maintain, or cause to be maintained, insurance covering the risks enumerated in items(i)through(vi)below. Such insurance shall be written on an occurrence basis unless the Lessor shall otheiwise consent in writing. Each policy shall provide that such insurance shall be primary coverage Nvithout reduction or right of offset or contribution on account of any insurance provided by the Lessor to itself or its officers,officials,or employees,that such insurance shall not be altered or canceled without thirty(30)days'written notice to the Lessor and that,with the exception of professional liability and workers' compensation coverage, such policies shall name the Lessor as an additional insured. The insurance policies purchased by the Lessee must be issued by a company authorized to conduct business in the State and by a company acceptable to the Lessor and that has a Bes t Policyholders Rating of"A" or better and with a financial size rating of Class VIII or larger. Not'ithstanding anything else herein contained,the rights of the Lessor to any insurance policies covering the Premises or the Project (or any portion thereof) and any and all proceeds paid or payable thereunder shall be in all respects junior and subordinate to the rights of the Trustee under the Bond Documents or any other Primary Leasehold Mortgage. (i) Construction Insurance Requirements. (A) During the construction period,the Lessee shall cause the Developer to cause the General Contractor to obtain and maintain in full force and effect: (1) All Risk and Builder's Risk - Completed Value Form Property Insurance in accordance'vith the Loan Agreement and this Ground Lease,and(2)payment and performance bonds for labor and materials with respect to the Construction Contract in accordance with the Loan Agreement this Ground Lease (and/or City Development Agreement, as applicable). (B) During the construction period, the Lessee shall cause the General Contractor and the Architect to maintain professional liability (errors and omissions) coverage for claims or damages arising from professional services provided. S4ch policies shall include prior acts coverage sufficient to cover the services under the applicable agreement, the limits of which shall not be less than $5,000,000 per claim/$5,000,000 annual aggregate with a deductible or self-insured retention amount not greater than $500,000 per claim. Such insurance shall be maintained during the term of such service provider's services, and for a period equal to the statute of repose after completion of the services. (ii) General Liability. Comprehensive general liability insurance providing insurance (with deductible provisions not to exceed Twenty-Five Thousand Dollars ($25,000) per occurrence) covering all claims for bodily injury and property damage, including not less than One Million Dollars($1,000,000)per occurrence and Two Million Dollars ($2,000,000 in the aggregate, to include personal and advertising injury, general aggregate, products and completed operations aggregate insurance beginning at the completion of each Project component, and contract liability to cover all insurable obligations under the Ground Lease. 28 Page 1167 of 1954 (iii) Automobile.Commencing on the date any vehicle shall be acquired or hired by the Lessee for use with respect to the Project, automobile liability insurance providing insurance (with de luctible provisions not to exceed Twenty-Five Thousand Dollars ($25,000) per occurrence) to the extent of not less than a combined single limit of One Million Dollars ($1,000,000) per accident covering liability arising out of the use of any Lessee vehicle or such vehicles used in conjunction with the Project, whether owned,non- owned,or hired,and including personal injury protection and uninsured motorist protection in the minimum statutory limits where required by law. (iv) Workers'Compensation.Commencing on the date the first employee of the Lessee shall be hired, workers' compensation coverage or other similar coverage covering all of the Lessee's employees on the Premises, as required by the laws of the State, including, with respect to workers' compensation insurance, Coverage B-Employer's liability limits of: bodily injury by accident- Five Hundred Thousand Dollars ($500,000) each accident; and bodily injury by disease - Five Hundred Thousand Dollars ($500,000) each employee (and, in this regard,the Lessee shall require all subcontractors performing work on the Project to provide an insurance certificate showing proof of workers' compensation insurance); (v) Fidelity Bonds. From and after Substantial Completion of the Project, the Lessee shall maintain fidelity bonds or employee dishonesty insurance in the amount of One Million Dollars ($1,000,000) for all officers, agents, and employees of the Lessee (including,without limitation,all officers, agents,and employees of the Manager)with the responsibility of ha dling any revenues generated from the operation of the Project. a in the (vi) Umbrella Coverage. Additional umbrella or excess liability coverage amount of Ten Million Dollars ($10,000,000) in the aggregate, which shall include all coverages required y (ii), (iii), and(iv)hereof. (vii) Commercial Property Insurance. From and after Substantial Completion of the Project, Lessee shall maintain commercial property insurance in an amount of the insurable value of 1l Improvements located on the Premises under an "all risk" form, including damage by water,flood,tornado,hurricane and earthquake in an amount not less than the replacement cost value of the Improvements. (b) Loss Payable Clauses. The contracts of insurance required by this Section shall contain standard loss payable clauses in favor of any Permitted Leasehold Mortgagee,the Lessor, and the Lessee as their respective interests may appear. (c) Delivery of Ilnsurance Certificates. Upon the commencement hereof and at each policy renewal date, the Lessee shall furnish to the Lessor at the address set forth in Section 28 hereof an insurance certificate or renewal certificate evidencing all insurance required to be carried by the Lessee in accordance with this Ground Lease, listing the Lessor as the certificate holder. The insurance certificate must document that the liability insurance coverage purchased by the Lessee includes contractual liability coverage to insure the indemnity agreement as stated herein. 29 Page 1168 of 1954 (d) Evidence of Payment of Premiums. The Lessee shall, within twenty (20) days of payment, furnish to the Lessor duplicate receipts or satisfactory evidence of the payment of all premiums on any and all insurance required to be carried by the Lessee in accordance with this Ground Lease. (e) Lessor Provided Insurance. From and after Substantial Completion of the Project, the Lessor shall maintain following insurance with respect to the Project (collectively, "Lessor Provided Insurance"): (i) insurance upon the repair or replacement basis in an amount of not less than one hundred percent (100%) of the then actual cost of replacement (excluding costs of replacing excavations and foundations, but without deduction for depreciation) thereof (with deductible provisions not to exceed One Hundred Thousand Dollars ($100,000)) against loss or damage by fire, lightning,windstorm, hail, explosion, riot, riot attending a strike, civil commotion, aircraft, vehicles, and smoke and such other risks as are now or hereafter included in the uniform standard extended coverage endorsement in common use for similar structure (including vandalism and malicious mischief); and (ii) busiess interruption insurance (also referred to as "business income" or "loss of rents" insuance) covering loss of revenues and other income by the Lessee by reason of total or partial suspension of, or interruption in, the operation of the Project caused by covered damage to or destruction of the Project in an amount not less than the Maximum Annual Debt Service on the Bonds plus twelve(12)months' budgeted expenses (other than interest on the Bonds) minus those expenses avoided as a result of and during the period of interruption. (f) Other Requirements Related to Lessor Provided Insurance. The Lessor Provided Insurance shall be written} on an occurrence basis unless the Lessee shall otherwise consent in writing. Each policy shall provide that such insurance shall be primary coverage without reduction or right of offset or contribution on account of any insurance provided by the Lessee to itself or its officers, officials , or employees, that such insurance shall not be altered or cancelled without thirty(30)days'Written notice to the Lessee and that such policies shall name the Lessee as an additional insured. The insurance policies purchased by the Lessor must be issued by a company authorized to co duct business in the State and by a company acceptable to the Lessee and that has a Best Policyholders Rating of"A" or better and with a financial size rating of Class VIII or larger. Notwithstanding anything else herein contained, the rights of the Lessee to any insurance policies covering the Premises or the Project (or any portion thereof) and any and all proceeds paid or payable thereunder shall be in all respects junior and subordinate to the rights of the Trustee under the Bond Documents or any other Primary Leasehold Mortgage. Section 18. Pollee Services.The Premises shall be subject,at all times during the Term, to the jurisdiction of the Lessor's police department. Section 19. Damage and Destruction. (a) Repair of Damaged Improvements. Should any Improvements be damaged or destroyed by fire or any other casualty (collectively, a"Casualty") whatsoever during the Term, 30 Page 1169 of 1954 the Lessee,except as hereafter provided in this subsection,shall,at its sole cost and expense,within (i) ninety (90) days after receiving insurance proceeds with respect to any such Casualty or (ii) within one hundred eighty (180) days from the date of such Casualty, commence the work of repair, reconstruction, restoFation, or replacement of the Improvements ("Reconstruction Work") and shall prosecute the Reconstruction Work with all reasonable dispatch, so as to fully complete such Reconstruction Work as expeditiously as reasonably possible consistent with the nature and extent of the Casualty,with such Improvements to be repaired,reconstructed,or restored as nearly as practicable to the same condition as prior to such Casualty. Anything in this Ground Lease to the contrary notwithstandi4g, the period of time within which the Lessee shall be hereinabove obligated to complete the Reconstruction Work shall be extended for the period of any delay in said completion not within the reasonable control of the Lessee. (b) To the extent any Primary Leasehold Mortgagee exercises any right or option to retain and apply any portion of the proceeds of any insurance (or condemnation awards) toward payment of the sum secuied by the Primary Leasehold Mortgage, Lessee shall diligently and expeditiously undertake to secure and close on Leasehold Mortgage loans to finance the Reconstruction Work,and thereafter,to commence and fully complete such Reconstruction Work as expeditiously as reasonably possible consistent with the nature and extent of the Casualty. (i) No ithstanding the foregoing,if,during the last ten(10)years of the Initial Term or any Renewal Term, the Improvements are totally destroyed or so damaged as to render them unusable, then (i)Lessee or the Lessor may terminate this Ground Lease by delivery of written iotice of such termination to the other Party not later than sixty (60) days after the occurrence of such Casualty,whereupon this Ground Lease will terminate as of the date of suc casualty. Upon such termination, the insurance proceeds shall be payable as follows (subject in all cases to the requirements and rights of any Primary Leasehold Mortga e): (A) first, to demolish the Improvements and clear the site of all Improvements and debris to the Lessor's reasonable satisfaction, (B) second to reimburse Lessee for the fair market value of the Improvements as of the date prior to such Casualty and(C)third,the blance,if any,to the Lessor.If neither the Lessor nor Lessee timely elect to terminate this Ground Lease in accordance with this Section, Lessee shall restore the Premises in accordance with Section 19(a) hereof. (c) Waiver of Subrogation. Where permitted by law, each Party hereby waives all rights of recovery by subrogation or otherwise (including claims related to deductible or self- insured retention clauses, inadequacy of limits of any insurance policy,insolvency of any insurer, limitations or exclusions of coverage), against the other Party,and its respective officers, agents, or employees. (d) Inadequacy of Insurance Proceeds. Lessee shall use diligent, good faith efforts to satisfy all conditions of ary Permitted Leasehold Mortgage to permit release and disbursement of such proceeds towards the costs of the Reconstruction Work. Notwithstanding anything to the contrary set forth in this Ground Lease, Lessee's liability hereunder to timely commence and complete restoration of tile damaged or destroyed Improvements shall be absolute, irrespective of whether the insurance proceeds received, if any,are adequate to pay for such restoration. 31 Page 1170 of 1954 (e) No Lessor Obligation to Provide Property Insurance. Lessee acknowledges and agrees that Lessor shall have no obligation to provide any property insurance on any Improvements or for the Premises. If Lessor does provide any property insurance coverage, Lessee acknowledges that such insurance shall be for the sole benefit of the Lessor and Lessee shall have no right or claim to any such proceeds. (f) Compliance. Lessee's compliance with the requirements of this Section 19 shall not relieve the Lessee of its liability, or be construed to relieve or limit, Lessee of any responsibility, liability, or obligation imposed under any other portion of this Ground Lease, or by law, including any indemnification obligations which Lessee owes to Lessor. (g) Right to Examine. The Lessor reserves the right, upon reasonable notice, to examine the original or tue copies of policies of insurance (including binders, amendments, exclusions, riders and applications), or applicable portions of any master insurance policy, to determine the true extent of coverage. The Lessee agrees to permit such inspection and make available such policies or portions thereof at the offices of the Lessor. (h) Personal Property. Any personal property of the Lessee or of others placed in the Premises shall be at the sole risk of the Lessee or the owners thereof, and the Lessor shall not be liable for any loss or damage thereto for any cause except as a result of the gross negligence or willful misconduct of the essor or its employees, agents or contractors. (i) The Lessor and the Lessee specifically agree that, except as otherwise provided in this Ground Lease, damage to or destruction of any Improvements on or within the Property at any time during the Term,by fire or any other Casualty whatsoever, shall not work a termination hereof or authorize the Lessee or those claiming by, through or under the Lessee to quit or surrender possession of the Property or any part thereof, and shall not release the Lessee in any way from its liability to pay the Lessor the Rent herein provided for,or from any of the provisions hereof. (j) Termination Prior to Completion of Reconstruction Work. In the event of the termination hereof before'the expenditure of the full amount of such insurance proceeds for the Reconstruction Work, any unexpended balance thereof, including any interest previously earned by such balance, shall inu e to and become the sole property of the Lessor. (k) Indenture Shall Control. Notwithstanding anything else herein contained, the provisions of the Indenture shall control in all respects the receipt, handling, and application of any and all insurance proceeds, it being acknowledged and agreed that the Trustee or such.other Primary Leasehold Mortgagee,as their respective interests may appear,shall have a first and prior security interest therein. Section 20. Condemnation. (a) General. The term "condemnation"as used in this Ground Lease means the taking or appropriation of property, or any interest therein, in exercise of the power or right of eminent domain or such taking for public or quasi-public use or any state of facts relating to the taking or appropriation of property that, without an actual taking or appropriation, shall result in direct or consequential damages to the Project or to the Property or the leasehold interest therein. Such term 32 Page 1171 of 1954 shall also be deemed to include to the extent not otherwise defined in this paragraph, a temporary taking of the Property and/or the Project or any part thereof or the Improvements thereon for a period of one year or more,and the taking of the leasehold interest created therein. (b) Total Condemnation. If all of the Project and the Property (or such substantial portion thereof as shall, i!n the Lessor's sole discretion, make it economically unfeasible to continue to operate the remaining portion for the purpose herein) shall be so condemned, this Ground Lease shall terminate on the date title to the Property shall vest in the condemnor; provided,however, that such termination shall be without prejudice to the rights of the Lessor to recover just and adequate compensation from any such condemnor. If this Ground Lease shall be terminated as provided in this subsection,the Lessee shall pay the Rent for the year in which the Property shall have been taken, up to the date of such termination. The Rent shall be payable within sixty(60)days after the date this Ground Lease shall be terminated. (c) Division of Award - Total Condemnation. Subject to the controlling terms and conditions of the Indenture relating to the administration of condemnation proceeds, if the Property and the Project shall be totally condemned as provided in subsection (b) above, the condemnation proceeds sh 11 be paid as follows: (i) the Lessee first shall be entitled to receive such portion of the condemnation proceeds as shall equal the principal balance of all indebtedness secured by any Permitted Leasehold Mortgage then in effect, plus all interest accrued or to accrue on such sums through the date of p ayment or redemption of such indebtedness,plus any other direct out- of-pocket expenses incurred by the Lessee in connection with the condemnation not paid from the Operatin Account which shall be directly paid to such Permitted Leasehold Mortgagee; and (ii) the Lessor shall then be entitled to receive the balance of the condemnation proceeds. (d) Partial Condemnation.In the event of a taking of less than a total taking as provided in subsection (b) above, this Ground Lease shall terminate as to the condemned portion of the Property on the date title to the condemned portion of the Property shall vest in the condemnor; provided,however,that such termination shall be without prejudice to the rights of the Lessor to recover just and adequate compensation from any such condemnor. The provisions hereof shall remain in full force and of ect as to the portion of the Property not condemned. (e) Division of Award- Partial Condemnation. Subject to the controlling terms and conditions of the Indent4re relating to the administration of condemnation proceeds, if the Property and the Project shall be partially condemned as provided in subsection (d) above, the condemnation proceeds shall be paid as follows: (i) the Lessee first shall be entitled to receive such portion of the condemnation proceeds as shall equal the principal balance of all indebtedness secured by any Permitted Leasehold Mortgage then in effect, plus all interest accrued or to accrue on such sums through the date of•ayment or redemption of such indebtedness,plus any other direct out- of-pocket expenses incurred by the Lessee in connection with the condemnation not paid 33 Page 1172 of 1954 from the Operating Account which shall be directly paid to such Permitted Leasehold Mortgagee; and (ii) the Lessor shall then be entitled to receive the balance of the condemnation proceeds. Section 21. Estoppel Certificates. (a) Upon the request of any Permitted Leasehold Mortgagee or any Person who may be permitted to take an assignment of this Ground Lease or who may become a Permitted Leasehold Mortgagee, the Lessor and the Lessee shall execute, acknowledge, and deliver to the other promptly upon request,in a form reasonably satisfactory to the requesting party,a certificate certifying as to the following: (i) Valicity of Lease: that this Ground Lease is unmodified and in full force and effect (or, if there Have been modifications, that this Ground Lease is in full force and effect,as modified, and stating the modifications); (ii) Payment of Rent:the dates through which the Rent under this Ground Lease shall have been paid; (iii) Amount of Rent Due: the amount of any Rent then payable; and (iv) Defaults by the Lessee: that no notice has been given by the Lessor to the Lessee of any failu0 to comply under this Ground Lease that has not been cured and to the best of its knowledge and belief, and without any independent inquiry or investigation thereof, no Event of Default exists (or, if there has been any notice given or an Event of Default exists, describing the same). (b) Certificates from the Lessor and the Lessee pertaining to the same matters may be relied upon by any Person who may be permitted to take an assignment of this Ground Lease or who may become a Permitted Leasehold Mortgagee in accordance with the terms of this Ground Lease. Section 22. Access to Premises. The Lessor and its authorized representatives, agents, employees,and attorneys niay,but shall be under no duty to,enter the Premises at reasonable times and hours, subject to the rights of tenants in possession, if any,to inspect the Property in order to determine whether the Lessee is complying with its undertakings, duties, and obligations under this Ground Lease, to make such necessary repairs, additions, improvements, changes, or alterations to the Premises as the Lessor may elect to make in accordance with the terms and provisions hereof(the Lessor agreeing to provide five (5) Business Days' prior written notice of its intent to make such necessary repairs, additions, improvements, changes, or alterations to the Premises, except in the case of an emergency where no such prior notice shall be required), and to exhibit the same to prospective purchasers,operators,mortgagees,or tenants of the Premises. Such entry, inspection and repairs, additions, improvements, changes, or alterations as the Lessor may make of the Premises shalnot constitute an eviction of the Lessee in whole or in part, and the Rent shall in no way aba�e by reason of loss or interruption of the business of the Lessee or otherwise while such work is being done. The Lessor agrees to employ its reasonable efforts to 34 Page 1173 of 1954 minimize any interruption to the business operations of the Lessee resulting from the Lessor's (or its designated representatives') work in or on the Premises. Nothing herein contained, however, shall be deemed or construed to impose upon the Lessor any obligation or liability whatsoever for care, supervision, repair, improvement, additions, change, or alteration to the Premises other than as herein expressly provided. Further, nothing in this Section shall be construed to permit the Lessor to make any material changes, improvements,and/or alterations to the Premises, including, without limitation,any demolition or removal thereof if such action would violate any restrictions imposed upon the Lessee with respect to the same under any Bond Document. Section 23. Property Subject to Zoning. The Lessee takes the Property subject to all zoning regulations and ordinances now or hereafter in force including,but not limited to,those as to building line and setback! Section 24. Events of Default and Remedies. (a) Events of Default Defined. The following shall be "Events of Default" under this Ground Lease, and the term "Event of Default" means, whenever it is used herein, any one or more of the following events: (i) The essee shall fail to pay the Rent or any other amounts due to the Lessor at the times specified herein. (ii) The Lessee shall fail to continuously operate the Property in accordance with the [project use restrictions]; (iii) The Lessee shall fail to perform or cause to be performed any other term, covenant,condition J or provision hereof,other than as referred to in(i)above and to correct such failure within thirty (30) days after written notice specifying such shall have been given to the Lessee by the Lessor. In the case of any such failure that cannot with due diligence be corrected within such thirty (30) day period, but can be wholly corrected within a period of time not materially detrimental to the rights of the Lessor, it shall not constitute an Event of Default if corrective action shall be instituted by the Lessee within the applicable period and diligently pursued until the failure shall be corrected in accordance with and subject to any reasonable directions or limitations of time established in writing by the Lessor. (iv) The Lessee shall be adjudicated a bankrupt. (v) A permanent receiver shall be appointed for the Lessee's interest in the Premises and such receiver shall not be removed within ninety(90) days after notice from the Lessor to the Lessee to obtain such removal. (vi) The Lessee shall voluntarily take advantage of any debtor relief proceedings under any present or future law whereby the Rent or any part thereof shall be reduced or payment thereof deferred or shall become subject to any such involuntary proceedings and said involuntary proceedings shall not be dismissed within ninety (90) days after notice from the Lessor to the Lessee to obtain such dismissal. 35 Page 1174 of 1954 (vii) The Lessee shall make a general assignment for benefit of creditors. (viii) Any of the Lessee's interest in the Premises under this Ground Lease shall be levied upon or aitached under process against the Lessee, and the same shall not be satisfied or dissolved within ninety (90) days after notice from the Lessor to the Lessee to obtain satisfaction or dissolution thereof. (b) Remedies. Subject to the provisions of Section 26(f) and 36(i) hereof, upon the occurrence of an Event of Default,the Lessor may pursue one of the following remedies: (i) Terminate this Ground Lease immediately upon written notice thereof to the Lessee, and thereafter, without legal process, enter upon and take possession and control of the Premises to the complete exclusion of the Lessee. The Lessor may also demand, collect, ani retain all rents due from tenants occupying the Premises, and the Lessor may otherwise treat and occupy the Premises as if this Ground Lease had expired pursuant to the terms hereof. The failure of the Lessor to exercise such rights after one or more Events of Default shall not be a waiver of the rights of the Lessor upon the occurrence of any subsequent Event of Default; or (ii) As the Lessee's attorney-in-fact pursuant to the provisions of Section 12 of this Ground Lease, without terminating this Ground Lease, re-let the Premises upon obtaining the written consent of the Primary Leasehold Mortgagee. Such re-letting may be accomplished without advertisement and by private negotiations for such term or terms and at such rental or rentals as the Lessor in its sole discretion may deem proper and advisable, with the right to make alterations and repairs to the Premises. Upon each such reletting: (A) the Lessee shall be immediately liable to pay to the Lessor, in addition to any sums due hereunder, the reasonable cost and expenses of such reletting and of such alterations and repairs incurred by the Lessor; and (B) subject to applicable law, rents received by the Lessor from such reletting shad be applied: First, to the payment of any costs and expenses of such re-letting and of such alteration and repair; Second,to the payment of Rent due and unpaid under this Ground Lease; and Third,the residue, if any, shall be held by the Lessor, in escrow, and (1) applied to the payment of the Rent as the same shall become due under this Ground Lease and(2) if any balance shall then remain,paid to the Lessee at the termination hereof.The Lessor shall in no event be liable to the Lessee for any interest on said residue. Section 25. Expiration or Termination. (a) Extinguishment of the Lessee's Rights. Upon the termination or expiration hereof from any cause, all rights and interests of the Lessee, and all persons whomsoever claiming by, through or under the Lessee (with the exception of any outstanding Occupancy Agreements and the rights of the Primary Leasehold Mortgagee to enter into a Mortgagee Lease pursuant to Section 26 hereof), shall immediately cease and terminate, and the Premises, including all Improvements (including, without limitation, all buildings, improvements, engines, machinery, dynamos, 36 Page 1175 of 1954 generators, boilers, furnace , elevators, fire escapes, and all lifting, lighting, heating, cooling, refrigerating, air conditioning, ventilating, gas, electric and plumbing apparatus, appliances and fixtures, as well as other fixtures attached to or within the Premises), and all personal property (other than that which is owned by tenants of the Project) located thereon, shall thence forward constitute and belong to and be the absolute property of the Lessor or the Lessor's successors and assigns,without further act or conveyance, and without liability to make such compensation to the Lessee or to anyone whomsoever, and free and discharged from all and every lien, encumbrance, claim, and charge of any character created or attempted to be created by the Lessee at any time. The Lessee agrees, at the expiration or termination hereof, to surrender unto the Lessor, all and singular the Premises with then existing Improvements constructed and located thereon and therein, in the same condition as when the construction of such Improvements was completed, only natural and normal wear and tear excepted,unless the Lessee shall be relieved of the Lessee's obligation to repair, reconstruct,restore, or replace damaged or destroyed Improvements pursuant to Section 19(a)hereof. (b) Prepaid Items Assigned. Upon the expiration of the Term, or upon the prior termination hereof from aiy cause, all expense items prepaid by the Lessee with respect to constructing, operating, maintaining, and protecting the Premises, including, but not limited to, prepaid insurance premiums,any tax and utility deposits, shall inure to the benefit of and become the property of the Lessor and to this extent the Lessee does hereby transfer, assign, and convey any such prepaid expense items to the Lessor. (c) Amounts Remaining in Funds and Accounts. Upon the expiration of the Term, or upon the prior termination hereof from any cause, and subject, in the event of termination before the expiration of the Term of this Ground Lease, to the rights interests of the Trustee and/or any Permitted Leasehold Mortgagee, any amounts remaining in any fund,account,orreserve created in connection with the maintenance of the Property,or the management of the Project shall inure to the benefit of and become the property of the Lessor,and to this extent,the Lessee does hereby transfer, assign, and convey any such funds to the Lessor. Section 26. Mortgaging of the Leasehold. (a) The Lessee, and every permitted successor and assign of the Lessee, shall have the right in addition to any other rights granted in this Ground Lease to secure one or more financings or re-financings and may enter into a Primary Leasehold Mortgage in favor of a Primary Leasehold Mortgagee, and may otherwise encumber its interest in this Ground Lease, with the Lessor's consent, under any one or more leasehold deeds of trust or other security instrument pledging all or part of the Leasehold Estiate to or for the benefit of a Permitted Leasehold Mortgagee,upon the condition that all rights acquired under any such financing or re-financing shall be subject to each of the provisions set forth in this Ground Lease and to all rights and interests of the Lessor herein (a"Permitted Leasehold Mortgage"), and provided,further that: (i) any such secured financing of the Project exclusively secures debt of the Lessee to the Project; (ii) any Permitted Leasehold Mortgage or other encumbrance executed by the Lessee in connection with a Permitted Leasehold Mortgage or otherwise will extend to or 37 Page 1176 of 1954 be a lien or encumbrance upon Lessor's interest in the Ground Lease or Property or in any rights appurtenant to Lessor's interests; (iii) any Permitted Leasehold Mortgage or other encumbrance executed by the Lessee in connection with a Permitted Leasehold Mortgage shall at all times, without the necessary for the execution of any further documents, be subject and subordinate to the interest of the Lessr in the Premises, and the rights of the Lessor in the Premises and arising out of the 1Ground Lease shall not be affected by any Permitted Leasehold Mortgagee, nor shall the Lessor be deprived in any other way of its rights in the Premises or under this Ground Lease, except to the extent provided in this Section or in any subordination, non-disturbance and recognition agreement between the Lessor and the Primary Leasehold Mortgagee that is consistent with the terms of this Ground Lease; and (iv) Lessee shall at all times remain liable hereunder for the payment of Rent and the performance of all covenants and conditions of this Ground Lease as provided in this Ground Lease. Subject to the provisions of subsection(k) below, the Lessor may enter into a Refinanced Trustee Mortgage. If, from time to time, the Lessee or the Lessee's successors and assigns shall, with the consent of the Lessor, encumber this Ground Lease with a Primary Leasehold Mortgage, and if the holder thereof shall deliver to the Lessor an executed counterpart of such Primary Leasehold Mortgage, together with each assignment thereof certified by such holder to be true together with written notice specifying the name and address of such holder and the pertinent recording data with respect to such Primary Leasehold Mortgage,the Lessor agrees that, anything in this Ground Lease to the contrary notwithstanding, from and after the date of receipt by the Lessor of such notice and for the term (duration) of such Primary Leasehold Mortgage, the following provisions shall apply: (b) Consent to Amendment. There shall be no cancellation or surrender of this Ground Lease (except upon the expiration of the Term), or modification of this Section, or other provisions of this Ground Lease intended for the benefit of the Primary Leasehold Mortgagee.by the Lessor or the Lessee without the prior written consent of the Primary Leasehold Mortgagee, which consent shall not be unreasonably withheld. Notwithstanding the foregoing (but, in any event, subject to the Primkry Leasehold Mortgagee's curative rights set forth in subsections (d) and (e) hereof), nothing herein shall be deemed to prohibit the Lessor from terminating this Ground Lease in accordance with its terms or exercising its option to purchase as provided for in this Ground Lease, if any. There shall be no material modification in the Primary Leasehold Mortgage or related documentation without the Lessor's prior written consent. (c) Notices to Permitted Leasehold Mortgagee. The Lessor, upon serving the Lessee with any notice of an Event of Default, failure to comply, or termination, shall simultaneously serve a copy of such notice on the Primary Leasehold Mortgagee. If the Lessor shall serve the Lessee with a notice of a failure to comply with any term, covenant, condition, or provision hereof, the Primary Leasehold Mortgagee shall then have the same period after service of the notice on it as is given to the Lessee hereunder to remedy or cause to be remedied such failure, and the Lessor shall accept performances by or at the instigation of the Primary Leasehold Mortgagee as if it had been done by the Lessee. Any notice required to be given to the Primary 38 Page 1177 of 1954 Leasehold Mortgagee shall be posted in the United States mail, postage prepaid, certified, return receipt requested (and wired by telegraphic means or transmitted by facsimile transmission) and addressed to the Primary Leasehold Mortgagee at the address and to the attention of the person designated to the Lessor by such Primary Leasehold Mortgagee to receive copies of such notices and shall be deemed to have been served as of the date the said notice is received or refused by such Primary Leasehold Mortgagee. (d) Curative Rights of Permitted Leasehold Mortgagees. In addition to the rights granted to any Primary Leasehold Mortgagee under this Section, the Primary Leasehold Mortgagee shall have an additional period of ninety(90) days to remedy or cause to be remedied any Event of Default of which it shall have received notice. (e) Limitation Upon Termination Rights of the Lessor. If the Lessor shall elect to terminate this Ground Lease upon the occurrence of an Event of Default, the Primary Leasehold Mortgagee shall also have the right to postpone and extend the date of termination as fixed by the provisions hereof for a period of not more than six(6) months from the expiration of the ninety (90)day period specified in subsection(c)hereof,provided that the Primary Leasehold Mortgagee shall pay the Rent and other charges required to be paid under this Ground Lease during such period and comply with th l other terms of the Ground Lease in all material respects,and provided further,that the Primary Leasehold Mortgagee shall forthwith take steps necessary to acquire the Lessee's interest and estate in this Ground Lease by foreclosure of its Permitted Leasehold Mortgage, or otherwise, and shall prosecute such action to completion with due diligence. If at the end of the six (6) month period, the Primary Leasehold Mortgagee hereof shall be actively engaged in steps to acquire or sell the Lessee's interest in this Ground Lease, the time for the Primary Leasehold Mortgagee to comply with the provisions of this subsection shall be extended for such period as shall be reasonably necessary to complete these steps with reasonable diligence and continuity. (f) Assignment. The Lessor agrees that in the event of any foreclosure under any Permitted Leasehold Mogage, either by judicial proceedings or under power of sale contained therein all right, title, ant n interest encumbered by such Permitted Leasehold Mortgage may, without the consent of they Lessor, be assigned to and vested in the purchaser at such foreclosure sale subject and subordinate, however, to the rights, title, and interests of the Lessor; and, notwithstanding that the Lessor's consent to said assignment shall not have been obtained, any such assignee shall be vested by virtue of such assignment with any and all rights of the party whose estate was encumbered by such Permitted Leasehold Mortgage as though the Lessor had consented thereto. Any Permitted Leasehold Mortgagee, assignee or subsequent foreclosure purchaser must comply with, and shall be subject to, all terms, covenants and conditions of the Ground Lease. (g) Mortgagee Leases. The Lessor agrees that in the event of a termination hereof by reason of the occurrence of any Event of Default, and subject to the rights herein granted to Leasehold Mortgagees, the Primary Leasehold Mortgagee shall have the option, but not the obligation,to enter into a Mortgagee Lease,with the Primary Leasehold Mortgagee,as lessee,for the remainder of the Term with the same covenants, conditions and agreements (except for any requirements which have been fully satisfied by Lessee or Lessor prior to termination);provided: 39 Page 1178 of 1954 (i) The Primary Leasehold Mortgagee shall enter into a Mortgagee Lease within the six(6) month period specified in subsection (f) of this Section, with Lessor's obligation to enter into to a Mortgagee Lease conditioned upon, on the date the Mortgagee Lease is executed, (a)Lessor receiving payment of all Rent due hereunder through the date of such Mortgagee Lease; (b) all monetary defaults having been cured; (iii) all non- monetary defaults susceptible to cure having been remedied and cured or Primary Leasehold Mortgagee,as lessee,having commenced such cure and continuing to diligently complete the cure; and (iv) the Lessor receiving payment of all expenses, including reasonable attorneys' fees and disbursements and court costs, incurred by the Lessor in connection with such Event of Default, the termination of this Ground Lease and the preparation of the new Mortgagee Lease,together with interest thereon at the lesser of the Default Rate or the highest rate permitted by law, from the due date or the date expended by the Lessor, as the case may be, to the date of actual payment from Primary Leasehold Mortgagee. (ii) Lessor's delivery of the Mortgagee Lease shall be (a) made without representation or warranty of any kind or nature whatsoever either express or implied; (b) Primary Leasehold Mortgagee,as lessee,shall take such Premises"as-is" in its then current condition; and (c) upon execution and delivery of such Mortgagee Lease, Primary Leasehold Mortgagee,as lessee,at its sole cost and expense,shall be responsible for taking such action as shall ie necessary to cancel and discharge this Ground Lease and to remove Lessee from the Premises. (iii) The Primary Leasehold Mortgagee, as lessee under the Mortgagee Lease, shall perform and observe all covenants contained in the Mortgagee Lease on the Lessee's part to be performed during such period of time commencing with the date of the execution of the Mortgagee Lease and terminating upon the abandonment or surrender of possession of the Premises under the said Mortgagee Lease. (iv) The Primary Leasehold Mortgagee, as lessee under the Mortgagee Lease shall have the same right, title and interest in and to the Premises and the right to use the Improvements thereon as the Lessee had under this Ground Lease. (h) Agreement Between the Lessor and the Primary Leasehold Mortgagee.The Lessor, upon request, shall execute, acknowledge, and deliver to the Primary Leasehold Mortgagee an estoppel and recognition agreement, in form reasonably satisfactory to the Primary Leasehold Mortgagee and the Lessor, by and among the Lessor, the Lessee, and the Primary Leasehold Mortgagee agreeing to all of the provisions of this Section. (i) Limitation on Liability of the Permitted Leasehold Mortgagees. Notwithstanding any other provision hereof,the Lessor agrees that any Permitted Leasehold Mortgagee permitted under this Ground Lease shall in no manner or respect whatsoever be(i)liable or responsible for any of the Lessee's obligations or covenants under this Ground Lease(nor shall any rights of such Permitted Leasehold Mgrtgagee be contingent on the satisfaction of such obligations or covenants),or(ii)required to cure any Event of Default,provided;however,that if such Permitted Leasehold Mortgagee shall become the owner of the Leasehold Estate or shall become the lessee under a Mortgagee Lease, then such Permitted Leasehold Mortgagee shall be responsible and 40 Page 1179 of 1954 liable for all obligations and covenants accruing during such Permitted Leasehold Mortgagee's tenure as owner of the Lea6ehold Estate or as lessee under a Mortgagee Lease. Notwithstanding the foregoing, the liability of a Permitted Leasehold Mortgagee with respect to its obligations under this Ground Lease or any Mortgagee Lease shall be "non-recourse" and, accordingly, the Lessor's source of satisfaction of such obligations shall be limited to the Net Available Cash Flow and to the Lessee's interest in the Project,and the Lessor shall not seek to obtain payment through any judicial process or otherwise from any person or entity comprising such Permitted Leasehold Mortgagee or from any assets of such Permitted Leasehold Mortgagee other than the Net Available Cash Flow and the Lessee's interest in the Project. (j) No Waiver of Lessee's Obligations or Lessor's Rights.Nothing contained herein or in any Permitted Leasehold Mortgage shall be deemed or construed to relieve Lessee from the full and faithful observance and performance of its covenants, conditions and agreements contained in this Ground Lease, or from any liability for the non-observance or non-performance thereof, or to require, allow or provide for the subordination to the lien of such Permitted Leasehold Mortgage or to any Permitted Leasehold Mortgagee of any estate,right,title or interest of the Lessor in or to the Ground Lease, Premises or Property (except for the right to Revenues generated hereunder, as provided in Section 54(i) of this Ground Lease), nor shall the Lessor be required to join in such mortgage financing or be liable for same in any way. Lessor's interest in the Property and this Ground Lease, as the same may be modified, amended or renewed, will not at any time be subject or subordinate to (a) any mortgage now or hereafter placed upon Lessee's interest in this Ground Lease, or(b)any other liens or encumbrances hereafter affecting Lessee's interest in this Ground Lease. Lessor represents and warrants to Lessee that no mortgages currently exist against its ¶ee interest in the Property,and acknowledges that this Lease shall not be subordinate to any future mortgage against the fee interest in the Property. Notwithstanding anything to the contrary contained in this Ground Lease, if all or any portion of the interest of Lessor in the Property or this Lease shall be acquired by reason of foreclosure of any mortgage, security agreement, lien or other encumbrance or other proceedings brought to enforce the rights of the holder(s)thereof,by deed in lieu of foreclosure or by any other method,and as a result any Person succeeds to such interests of City, this Ground Lease and the rights of Lessee hereunder shall continue in full force and effect and shall not be terminated or disturbed except as otherwise expressly permitted by the terms of this Ground Lease. (k) Refinanced Trustee Mortgage. No consent or approval of the Lessor shall be required for any Refinanced Trustee Mortgage, provided, however,that the Lessor's prior written consent shall be required for: (i) The issuance of any Additional Bonds the proceeds of which are not used to refund or defease any Outstanding Bonds or to pay the cost of issuance thereof, or (ii) The restructuring, refunding or defeasance of any Outstanding Bonds that would: (A) increase the aggregate principal balance of the Bonds outstanding immediately prior to the effective date of such restructuring, refunding or defeasance; 41 Page 1180 of 1954 (B) extend the final maturity date of the Bonds or other indebtedness secured by the Trustee Mortgage beyond the final maturity date of the Bonds outstanding immediately prior to the effective date of such restructuring,refunding or defeasance; or (iii) Any restructuring,refunding or refinancing of the Bonds,the result of which would require the Lessee to materially increase the rental payments of Eligible Residents. Section 27. Option to Purchase. Throughout the Term, the Lessor, at its sole discretion, shall have the right and option to purchase the Lessee's right, title, and interest in and to the Project, this Ground Lease, and the applicable Occupancy Agreements (collectively, the "Optioned Property"). (a) Exercise Notice. The Lessor may exercise such option to purchase the Lessee's right,title and interest in and to the Optioned Property by delivering written notice(the"Exercise Notice") of such exercise to the Lessee, which Exercise Notice shall either state that the entirety of the Project is being purchased or identify with a metes and bounds description or lot and block description of the Optioned Property that Lessee desires to purchase. (b) Purchase Price. If the option to purchase shall be exercised,the purchase price(the "Option Price") of the Lesee's right, title, and interest in and to the Optioned Property shall be equal to (i) the principal balance of all indebtedness relating to such purchase secured by any Permitted Leasehold Mortgage then in effect, if any, plus (ii) any premium payable upon the prepayment or redemption of such indebtedness, if any,Om(iii) all interest accrued or to accrue on such sums through the date of payment or redemption of such indebtedness, if any, plus (iv) all recording fees for satisfaction of the Lessee's loans relating to the Project, if any, plus (v) all transfer taxes in connection with the sale of the Optioned Property and all recording fees in connection with recording of any deed and assignment, plus (vi) any unpaid fees and/or other compensation due to the l lessee hereunder,plus(vii)all other expenses incurred by the Lessee in connection with the Closing (as defined herein) not paid from the Operating Account. This provision for the Lessor's option shall not be in derogation of the Lessor's power of eminent domain. (c) Closing. Th closing of the transfer of the Lessee's right,title and interest in and to the Optioned Property(the "Closing") shall be.held on or before the date that is ninety (90) days after the date of the Exer Oise Notice, on such date and at such time and place as the Lessor and the Lessee shall agree. At Closing upon payment of the Option Price,title to the Project shall be conveyed by a limited warranty deed in recordable form executed by the Lessee, title to the Equipment shall be conveyed by a bill of sale containing limited warranties of title, this Ground Lease shall terminate as11 to the Optioned Property and the Lessee's interest in applicable Occupancy Agreements shall be conveyed by an assignment thereof containing limited warranties of title. If the Optioned Property shall be less than the entire Premises, then the Lessor and the Lessee shall execute an amendment to this Ground Lease at such closing amending the definition of the Premises. (d) Title.The Optioned Property shall be conveyed free and clear of all loans,and shall be subject only to the applicable Occupancy Agreements, to Permitted Encumbrances, and to all 42 Page 1181 of 1954 matters occurring subsequent to the date hereof that would be disclosed by an accurate survey, title search,and inspection of the Premises. (e) Release of Lessee. Upon the transfer of all of the Lessee's interest in the Optioned Property pursuant to this Section, the Lessee shall be released from, and relieved of, all of its obligations hereunder without any further action on the part of the Lessor or the Lessee. Section 28. Notices. (a) All notices, certificates, demands, requests, or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by certified mail, postage prepaid, return receipt requested, or by personal delivery addressed as follows (email addresses are included for convenience only): If to the Lessee: CFC-Miami Beach Properties LLC Attention: President Telephone: E-Mail: If to the Lessor: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach,Florida 33139 Attn: City Manager with a copy to: City of Miami Beach, City Hall 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: City Attorney If to the Trustee: Attention: Telephone: E-Mail: (b) Receipt of notices, certificates, or other communications hereunder shall occur upon actual delivery to any Person at any location where such Person may be found, or to an officer, agent, or employee of such Person at the address of such Person set forth above, subject to change as provided hereinabove. An attempted delivery in accordance with the foregoing, acceptance of which shall be refused or rejected,shall be deemed to be and shall constitute receipt; and an attempted delivery in accordance with the foregoing by mail, Electronic Means, messenger, or courier service (whichever shall be chosen by the sender) that is not completed because of changed address of which no notice shall have been received by the sender in accordance with this pifovision prior to the sending of the notice, certificate, or other communication shall also be deemed to be and constitute receipt. Any Person named in this Section may,by notice given to each of the others,designate any additional or different addresses 43 Page 1182 of 1954 to which subsequent notices, certificates, demands, requests, or other communications shall be sent. (c) Notwithstanding anything contained herein to the contrary, any notice required to be given by the Lessor or the Lessee hereunder shall be deemed to have been given and shall be effective as of the date such notice is received or refused reflected on said notice. All notices, certificates, demands, requests, or other communications made by either Party to the other that are required or permitted b'the provisions hereof shall be in writing. Section 29. Submission of Matters to the Lessor for Approval. Except as to the extent expressly provided for herein to the contrary,any matter that is required to be submitted to and/or consented to or approved in writing by the Lessor or any matter that is required to be submitted to the Lessor that may become effective if not denied, rejected, or disapproved by the Lessor, as required under this Ground Lease, shall be submitted to the applicable Lessor Representative by hand or mailed by United .States certified or registered mail return receipt requested or sent by national-recognized overnight courier,to the address of the Lessor designated for the giving of notice to the Lessor under Section 28 hereof and shall either be accepted,affirmed, or approved or denied, reje!ted, or disapproved by the Lessor within sixty (60) days after receipt unless a shorter period of time is expressly stated elsewhere herein. If the Lessor shall fail so to accept, affirm, or approve or deny, reject, or disapprove within such sixty (60) day or other such shorter period as provided for herein, the Lessor's approval shall be assumed to have been unconditionally granted and the Lessee shall have the right to proceed on such matter so submitted. The Lessor shall inform they Lessee in writing of its acceptance, affirmation, or approval or denial, rejection, or disapproval of such submitted matter by United States certified or registered mail, return receipt requested, or sent by national-recognized overnight courier, to the address of the Lessee designated for the giving of notice to the Lessee in Section 28 hereof. Any review by the Lessor of any matter submitted to the Lessor is for the Lessor's own convenience and purpose only. By undertaking such review, the Lessor shall not have any liability to the Lessee or any other person, including,without imitation,the insurers and lenders of the Lessee. Section 30. Holding Over by the Lessee. The Lessee shall not use or remain in possession of the Premise after the termination hereof. Any holding over, or continued use or occupancy by the Lessee after the termination hereof, without the written consent of the Lessor, shall not constitute a tenant-at-will interest in behalf of the Lessee,but the Lessee shall become a tenant-at-sufferance and liable for Rent and all other expenses,obligations,and payments in effect for the immediately preceding year of the Term. There shall be no renewal whatsoever hereof by operation of law. Section 31. Environmental Matters. (a) The Lessee?ovenants,represents,and warrants that the Lessee's use of the Premises shall not and will not involve the use, storage, generation, or disposal of Hazardous Materials in violation of any Environmental Laws, and that Lessee shall not cause or permit any Hazardous Materials to be brought, used, stored, generated, or disposed on or about the Premises by Lessee, its agents, employees, contractors, subcontractors, or invitees, unless such use shall be in compliance with all laws, including, without limitation, Environmental Laws and with all governmental authorities. 44 Page 1183 of 1954 (b) For purposes of this Ground Lease, the term "Hazardous Materials" means asbestos, asbestos-containing materials, materials presumed by law to contain asbestos, polychlorinated biphenyls("PCBs"),petroleum,petroleum byproducts(including but not limited to, crude oil, diesel oil, fuel oil, gasoline, lubrication oil, oil refuse, oil mixed with other waste, oil sludge, and all other licluid hydrocarbons, regardless of specific gravity), natural or synthetic gas products,radioactive materials,and/or any hazardous or toxic substance,chemical or material, or any other environmentally regulated substance or material, waste, pollutant or contaminant, defined as such or regulaed by any Environmental Laws. "Environmental Laws" means any federal,state or local statute,law,ordinance,code,common law,rule,regulation,order or decree, regulating, relating to or imposing liability or standards of conduct concerning the protection of the environment, natural resources, health and safety, and/or activities involving any asbestos, asbestos-containing materials,materials presumed by law to contain asbestos, PCBs, petroleum, petroleum byproduct (including but not limited to, crude oil, diesel oil, fuel oil, gasoline, lubrication oil,oil refuse,o l mixed with other waste,oil sludge,and all other liquid hydrocarbons, regardless of specific gra',ity) natural or synthetic gas products, radioactive materials, and/or hazardous or toxic substances, chemicals or materials, or any other waste,materials,pollutant or contaminant that is regulaed to protect the environment, as may now or at any time hereafter be in effect, including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, the Toxic Substances Control Act, the Emergency Planning and Community Right-To-Know Act, and the Occupational Safety and Health Act. Section 32. Property Condition. EXCEPT AS MAY BE SET FORTH OR PROVIDED FOR HEREIN, THE LESSOR AND THE LESSEE ACKNOWLEDGE AND AGREE THAT, EXCEPT AS PROVIDED IN SECTION 9 HEREOF, NEITHER THE LESSOR OR ANY OF ITS TRUSTEES, OFFICERS, AGENTS, EMPLOYEES, OR REPRESENTATIVES MAKES OR HAS MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY OR ANY PORTION THEREOF, THE PROPERTY'S PHYSICAL CONDITION,INCOME TO BE DERIVED OR EXPENSES TO BE INCURRED WITH RESPECT TO THE PROPERTY, THE PROPERTY'S FITNESS OR SUITABILITY FOR ANY PARTICULAR USE, OR ANY OTHER MATTER OR THING RELATING TOS OR AFFECTING THE SAME, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES, OR REPRESENTATIONS COLLATERAL TO OR AFFECTING THE PROPERTY OR ANY PORTION THEREOF, EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, AND THAT THE LESSEE HAS INSPECTED THE PROPERTY AND LEAS S THE PROPERTY"AS IS AND WHERE IS." Section 33. Leasehold Condominium.Lessee shall have the right to create a leasehold condominium for the Project, if such condominium structure is deemed necessary to secure or preserve any exemption from ad valorem taxes, provided that at the time of creation of said leasehold condominium,the declaration of condominium(the"Declaration")is in compliance with Chapter 718, Florida Statutes, as amended, and the provisions of this Ground Lease; and further subject to the City Manage 's approval of the form and substance of the Declaration. Lessee shall reimburse Lessor, as part of the Expenses, for all reasonable costs of Lessor's review of the proposed Declaration, including, but not limited to reasonable fees and costs of Lessor's outside counsel. The Ieasehold condominium shall be limited to three(3)units, consisting of the Ground 45 Page 1184 of 1954 Floor condominium unit, the Dormitory Housing condominium unit, and one (1) condominium unit comprising all of the\orkforce Housing Units. The Rent shall be based upon the Revenues derived from the operations of each of the three units. The provisions of this Ground Lease related to transfers or assignments of the Ground Lease shall apply to any transfer or assignment of each of the three(3)units,respectively, in the same manner as applicable to a transfer or assignment of the Ground Lease. Section 34. Release of Portions of the Property. The Parties also agree that any portion of the Property ma', from time to time, upon the written agreement of the Parties, be released from the terms of this Ground Lease; subject,however,to the terms and conditions of the Bond Documents or, if the Bonds are no longer Outstanding, the applicable requirements of any other Primary Leasehold Mortgagee. Section 35. Miscllaneous. (a) No Waiver of Rights by the Lessor. No failure of the Lessor to exercise any power given the Lessor hereunder or to insist upon strict compliance by the Lessee with its undertakings, duties and obligations hereunder, and no custom or practice of the Parties at variance with the provisions hereof shall constitute a waiver of the Lessor's right to demand exact compliance with the provisions contained in this Ground Lease. (b) Rights are Cumulative. All rights, powers, and privileges conferred herein upon both Parties shall be cumulative. (c) Provisions re Binding Upon Assigns and are Real Covenants. It is mutually covenanted,understood and agreed by and between the Parties,that each of the provisions hereof shall apply to, extend to, ie binding upon and inure to the benefit or detriment of not only the Parties, but also the respective legal representatives, successors and assigns of the Parties, and shall be deemed and treated as real covenants running with the Property during the Term. The Parties further acknowledge and agree that the Trustee and any other Permitted Leasehold Mortgagee and their respective successors and assigns shall be deemed third party beneficiaries hereunder, but solely with respect to the enforcement of any rights or interests expressly granted hereunder to such Permitted Leasehold Mortgagees. Whenever a reference to either of the Parties is made, such reference shall be deemed to include the legal representatives, successors and assigns of said Party,the same as if in each case expressed. (d) Applicable Law; Venue. This Ground Lease has been prepared and entered into by the Parties with the intention that the law of the State, exclusive of the State's rules governing choice of law,shall govern its construction. (e) All Genders and Numbers Included. Whenever the singular or plural number, or masculine, feminine, or neuter gender is used in this Ground Lease, it shall equally apply to, extend to, and include the other. (f) Invalidity of Provision or Part Thereof In the event any provision, or any portion of any provision hereof shall be held invalid,the other provisions hereof and the remaining portion of said provision, shall not be affected thereby and shall continue in full force and effect. 46 Page 1185 of 1954 (g) Time is of the Essence. All time limits stated in this Ground Lease are of the essence hereof (h) Section Cap ions are to be Disregarded. The captions of the numbered sections hereof are for purposes of identification and convenience only and are to be completely disregarded in construing this Ground Lease. (i) Subordination. Except with respect to the Lessor's interest in the Ground Lease and the Lessor's fee interest in Ithe Property,which interests shall not be subordinated to the rights of the Lessee, Permitted Leasehold Mortgagee, Trustee, or Bondholders, the Lessor agrees that the financing of the design, acquisition, construction, furnishing, and equipping of the Project will directly benefit the Lessor's operations and the Lessor agrees that its interest in and to the rents, revenues, issues and profits relating to the operation of the Project, including, without limitation, all insurance proceeds, reserve funds and gross revenues, as well as any and all rights to any and all contracts, agreements and other instruments in connection with the design, acquisition, construction, equipping, installation, and operation of the Project, including, without limitation, all Assigned Agreements shall be junior and subordinate to the interest of the Trustee in any such Assigned Agreements as granted or provided in any of the Bond Documents (collectively, the "Bond Collateral"). So long as any of the indebtedness created, evidenced, or secured by any of the Bond Documents shall remain outstanding and unpaid,the Lessor shall not exercise any rights or remedies with respect to the Bond Collateral without obtaining the prior written consent of the Trustee or any other Primary Leasehold Mortgagee succeeding to the interests of the Trustee. (j) Entire Agreement Contained Herein. The making, execution and delivery hereof by the Lessee has not been induced by any representations, statements, covenants or warranties by the Lessor except for those contained in this Ground Lease. This Ground Lease constitutes the full, complete and entire agreement between the Parties; no agent, employee, officer, representative or attorney of the Parties has authority to make, or has made, any statement, agreement,representation or contemporaneous agreement,oral or written,in connection herewith modifying, adding to or changing the provisions hereof. No amendment hereof shall be binding unless such amendment shall be in writing, signed by both Parties and approved by the Primary Leasehold Mortgagee or Permitted Leasehold Mortgagee, as applicable, and attached to, incorporated in and by reference made a part hereof. (k) No Partnership or Agency. Nothing in this Ground Lease is intended, or shall in any way be construed, so as to create any form of partnership or agency relationship between the Parties. The Parties hereby expressly disclaim any intention of any kind to create any partnership or agency relationship between themselves. Nothing in this Ground Lease shall be construed to make either Party liable for any of the indebtedness of the other, except as specifically provided herein. (1) Limitation of Liability. Notwithstanding anything herein to the contrary, the liability of the Lessee hereunder(including, but not limited to its indemnity obligations) shall be limited to the Lessee's interest in the Premises and the rents, issues and surplus related thereto and, accordingly, the Lesor's sole source of satisfaction of such obligations shall be limited to such assets,and the Lessor shall not seek to obtain payment from any person or entity comprising 47 Page 1186 of 1954 the Lessee or from any assets of the Lessee other than those described herein, notwithstanding the survival of any obligation of the Lessee beyond the Tenn. (m) Recordation of Memorandum of Lease. The Lessor and the Lessee agree that the Parties shall execute,seal,acknowledge,and deliver simultaneously with the execution hereof, in recordable form,a memorandum of lease setting forth the basic terms hereof. (n) Counterparts. This Ground Lease may be executed simultaneously in two or more counterparts,each of whicl shall be deemed original and all of which,when taken together,shall constitute one in the same document. The signature of any Party to any counterpart shall be deemed a signature too,and may be appended to,any other counterpart. (o) Preservation of Tax Exemption. The Lessor shall not take any action with respect to the Project that would adversely affect the exemption, if any, of interest on any Bonds from gross income for federal income tax purposes or would otherwise result in a breach of any representations, conditions or covenants of the Lessee as set forth in the Bond Documents. Language Construction. The language in all parts hereof shall be construed, in all cases, according to its fair meaning, and not for or against either Party. The Parties acknowledge that each Party and its counsel have reviewed and revised this Ground Lease and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation hereof. (q) City Manager's Delegated Authority. Notwithstanding any provision to the contrary in this Ground Lease, nothing herein shall preclude the City Manager from seeking direction from or electing to have the City Commission determine any matter arising out of or related to this Ground Lease,including,without limitation, any approval contemplated under this Ground Lease, any proposed amendment or modification to this Ground Lease, or any separate agreement relating to the Premises or otherwise referenced in this Ground Lease. (r) Nondiscrimination. Lessee, Manager, and its employees, agents and representatives shall not dhscriminate against any employee, applicant for employment, vendor, Eligible Resident or invitee because of actual or perceived race, color, national origin, religion, sex, intersexuality, gender identity,sexual orientation,marital and familial status, age,disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. Further, Lessee shall comply with the City of Miami Beach Human Rights Ordinance,set forth in Chapter 62 of the City Code,as may be amended from time to time,prohibiting discrimination in employment, housing,public accommodations, and public services on account of actual or perceived race,color,national origin,religion,sex,intersexuality, gender identity, sexual orientation, marital and familial status, age, disability, ancestry, height, weight, domestic partner status, labor organization membership, familial situation, or political affiliation. (s) Independent Legal Counsel.The Parties mutually acknowledge that they each have had the opportunity to be represented by independent legal counsel in negotiations leading up to and in executing this Grodnd Lease. 48 Page 1187 of 1954 (t) Electronic Signatures. The Parties agree that the electronic signature of a Party hereto shall be as valid as an original signature of such Party and shall be effective to bind such Party. The Parties further agree that any electronically signed document (including this Ground Lease) shall be deemed (i) to be "written" or "in writing," (ii) to have been signed, and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. Such paper copies or"printouts," if introduced as evidence in any judicial, arbitral, mediation, or administrative proceeding, shall be admissible as between the Parties to the same extent and under the same conditions as other original business records created and maintained in documentary form.Neither Party shall contest the admissibility of true and accurate copies of electronically signed documents on the basis of the best evidence rule or as not satisfying the business records exception to the hearsay rule. For purposes hereof, "electronic signature" means a manually signed original signature that is then transmitted by electronic means; "transmitted by electronic means" means sent in the form of a facsimile or sent via the internet as a"pdf' (jortable document format) or other replicating image attached to an e mail message; and"electronically signed document" means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature. (u) Lessor's Faikure to Perform. If the Lessor shall fail to perform, or cause to be performed, any term, covenant, condition,or provision imposed upon it hereunder, and to correct such failure within ten (10) Business Days after written notice specifying such is given to the Lessor by the Lessee, the Lessee shall have the right to perform such term, covenant, condition, or provision on behalf of t e Lessor. Section 36. Books and Records, Audit Rights. (a) Lessee shall at all times during the Term of this Lease keep and maintain(separate from any of Lessee's other books,records and accounts), and shall cause the Manager to keep and maintain, accurate and complete records pertaining to the Premises related thereto, including, without limitation,books oltaccount reflecting the Revenues and Expenses and such other matters referenced in this Ground Lease, in accordance with the GAAP with such exceptions as may be provided for in this Ground Lease, and provided that Lessee (and the Manager) may make such reasonable modifications in such books of account as are consistent with standard practice in accounting for its operation under management contracts generally.Lessor and its representatives shall have, during normal business hours and upon reasonable advance notice, access to inspect the books and records of Lessee and the Manager pertaining to the Revenues and Expenses of the Premises, including,without limitation,books of account properly reflecting the operations of the Premises, which books and records shall be kept at the Premises. Lessor shall have the right to cause an audit by Lessor's internal auditors(in accordance with GAAP)of such books and records to be made at any time(but not more frequently than one(1)time in any twelve(12)month period, as an Expense of the Project (a copy of which shall be delivered to Lessee). Such right of inspection and audit may be exercised at any time within three(3)years after the end of the Lease Year to which such books and records relate, and Lessee and Manager shall maintain all such books and records for at least such period of time and,if any dispute between the Parties has arisen and remains unresolved at'the expiration of such period of time, for such further period of time until the resolution of such dispute. Notwithstanding anything to the contrary contained herein, in the event that Lessor determines to have such audit performed by its external auditors,Lessor shall pay the fees and expenses or said external auditors. 49 Page 1188 of 1954 (b) If, upon any audit by Lessor as described above of the books or records of Lessee or Manager, (i) an error (which shall mean a mistake in calculation of Revenues, an accounting error, but shall exclude any error based on assertions that Lessee or Manager acted imprudently or unwisely in connection with the collection of the Revenues) shall be revealed which results in there being due to Lessor Neit Available Cash Flow for any Lease Year for which Annual Financial Statements are being audited pursuant to this Section,the amounts of any such underpayments of Net Available Cash Flow which may be disclosed by such audit, together with interest accrued thereon at the Default Rate from the date on which such underpayment was made until the date of payment of the correct amount, shall be paid to Lessor upon thirty (30) days demand or (ii) an error(as defined in clause(i)above)shall be revealed which resulted in an overpayment by Lessee to Lessor of Net Available Cash Flow, Lessor shall remit the amount of such overpayment (less the cost of such audit) to Lessee within thirty (30) days after the completion of such audit. If Lessor does not notify Lessee of any error in the calculation of Net Available Cash Flow within three(3)years after the end of any Lease Year,then Lessor shall be deemed to have conclusively waived any and all objectio s with respect to any Net Available Cash Flow payments with respect to such Lease Year. (c) Notwithstan 1 ing any of the foregoing provisions of this Section, so long as Lessor is the City or any instrumentality of the City, the following provisions shall be applicable to the books and records of the Project, the Annual Financial Statements, the Annual Budget and any other documents (collectively, the "Project Documents") required to be delivered or made available to Lessor under this Ground Lease: (i) All Project Documents shall be maintained at the Premises. (ii) All Project Documents shall be made available to Lessor and its representatives as provided above. (iii) If a copy of any Project Document is made by Lessor or any of its representatives and delivered to Lessor's offices and Lessee believes that such Project Document may contain proprietary or confidential information of the Lessee that is exempt from public records disclosure under Florida law,there shall be attached to the front of the first page of such P oject Document a sheet of paper bearing the legend set forth below in capital letters and in a type size not less than that provided below: THE ATTACHED DOCUMENT CONTAINS BUSINESS OR FINANCIAL INFORMATION. THE ATTACHED DOCUMENT SHALL BE SUBJECT TO PUBLIC RECORDS DISCLOSURE, SOLELY IN ACCORDANCE WITH APPLICABLE LAW. (d) Any third-party representatives (including, without limitation, any external auditors) of Lessor that review any Project Documents shall execute a confidentiality agreement mutually acceptable to Lessor and Lessee. If a copy of any Project Document is made by any such representative for use in the offices of such representative,there shall be attached to the front of the first page of such Project Document a sheet of paper bearing the legend set forth below in capital letters and in a type size not less than that provided below: 50 Page 1189 of 1954 THE ATTACHED DOCUMENT CONTAINS BUSINESS OR FINANCIAL INFORMATION. THE ATTACHED DOCUMENT IS SUBJECT TO A CONFIDENTIALITY AGREEMENT AND SHALL BE KEPT SOLELY IN THE OFFICES OF [INERT NAME OF REPRESENTATIVE]. THE ATTACHED DOCUMENT IS TO BE REVIEWED ONLY IN SUCH OFFICES AND SHALL BE RELEASED SOLELY IN ACCORDANCE WITH SUCH CONFIDENTIALITY AGREEMENT AND APPLICABLE LAW. (e) Promptly following receipt of a request under any Governmental Requirement for the release of a copy of any Project Document, Lessor shall send notify Lessee of such request, but neither Lessor nor any Indemnitees shall incur any liability to Lessee if Lessor fails to provide any such notice. (f) Neither Lessor nor any Indemnitee shall incur any liability to Lessee in the event any Project Document is stolen, misplaced or otherwise released in violation of the foregoing provisions of this Section. (g) The obligations of Lessee and Lessor under this Section shall survive the Expiration of the Term. [The remainder of this page is intentionally left blank" 51 Page 1190 of 1954 IN WITNESS WH91.EOF,the Lessor and the Lessee have caused this GROUND LEASE AGREEMENT to be duly executed in duplicate counterparts each of which shall be deemed to be an original,the day and year first above written. CITY Signed, sealed and delivered CITY OF MIAMI BEACH, FLORIDA, a in the presence of: Florida municipal corporation By: Print Name: Dan Gelber, Mayor Print Name: ATTEST Approved for form and legal sufficiency By: By: City Clerk City Attorney c 2 t STATE OF FLORIDA ) MIAMI-DADE COUNTY ) The foregoing inst ment was acknowledged before me, by means of [ 1 physical presence or[ 1 online not rization,this_day of ,202_,by Dan Gelber, as Mayor of the City of Miami Beach, Florida who is personally known to me or who produced as identification. Commission Expires: Notary Public Commission Number: Signature Page to Ground Lease Agreement Page 1191 of 1954 LESSEE Signed, sealed and delivered CFC- Miami Beach Properties LLC in the presence of By: Name: Print Name: Title: Print Name: STATE OF FLORIDA ) MIAMI-DADE COUNTY ) The foregoing instrument was acknowledged before me, by means of [ ] physical presence or [ online notarization,this day of ,202_,by as of who is personally known to me or who produced as identification. Commission Expires: Notary Public Commission Number: Signature Pa a to Ground Lease Agreement Page 1192 of 1954 • EXHIBIT A EGAL DESCRIPTION OF THE PROPERTY Lots 7, 9 and 11, less the no hern 10 feet for right-of-way, and the northern 25 feet of Lots 10 and 12,Block 2, Miami Beach Improvement Company Subdivision, as recorded in Plat Book 5, Page 7 of the Public Records of Miami-Dade County,Florida. Folio Number: 02-3226-001-0460 A-1 Page 1193 of 1954 ExmBIT B CITY DEVELOPMENT AGREEMENT [Note: The Development Agreement is a separate exhibit to the accompanying City Commission Memorandum.] Page 1194 of 1954 Collins Park Artist Workforce Housing Summary of Project Assumptions Stabilized Pro Forma Summary , las �YMii: �lgull La,;I..tE . rIW„wu2lM �, 4 . �kNm,A.0wy.y„"�frAdq.iNL �i„tlrlm„ „��=�, '�,,I),' Nn �ral� , T ar �4' �.� ','1 I �,�. 20232024 �7r, xl r+�, C.,. .^. � , Y„C,+e110F19e 4 1,4liili, rFY.°i;l1 Number of Ballet Beds -- 32 Construction Start Date Aug-21 Per Unit Number of Workforce Housing Units 80 Construction Term 18 months Revenues Projected Start Date 11/1/2021 Opening Date May-23 Gross Potential Rent 23,590 2,170,251 2,231,720 2,294,960 2,360,024 Net Rentable Square Feet 47,820 Rent growth rate 3.0% Retail Income(2%annual increases) $281st 168,859 172,237 175,681 179,195 Gross Square Feet 72,972 Operating expense growth rate 3.0% Less:Vacancy of Retail and Rental Income 1.2% (325,003) (29,088) (29,895) (30,725) Commercial/Retail Square Feet 6,000 Rent Structure Monthly Expense Reimbursements 761 24,000 62,668 64,548 66,485 Vacancy Rate 1.2% Other Income 918 12,960 75,634 77,903 80,240 1lj rv4•!,r'"* wd II, : 11yi r u,,NII,71C1,40,/,71 ll I'1'r . ea 1"1;',a7 vi ,,e,..i, i ' b,e t,, i, ,ri fl'll Net Rental Revenue 22,294 2,051,067 2,513,171 2,583,198 2,655,219 Unit a Monthly Rent Units Bedrooms Beds Start Up Expenses 8,696 800,000 Dorm room 2-2 $927 5 10 10 Ballet Expenses 1,311/bed 38,400 39,552 40,739 41,961 Dorm room 2-2 DBL $721 5 10 20 RA Unit $1,545 1 1 1 Workforce Housing Expenses Director-Unit $2,512 1 1 1 Marketing&Leasing 570 52,451 36,016 37,097 38,210 Workforce Housin. Administrative 238 21;855-36,016 37;097 38210- Studio-80%AMI $1,280, 20 Property Management Fee 578 53,143 87,961 90,412 92,933 1 bed-80%AMI $1,3710 Property Insurance 781 70,022 72,123 74,286 76,515 2 bed-80%AMI $1,646 10 Utilities 1,068 98,258 103,997 107,117 110,330 Studio-120%AMI $1,920 20 Payroll 1,254 115,392 113,541 ' 118,948 120,456 1 bed-120%AMI $2,058 10 Contract Services 238 21,855 13,056 13,448 13,851 2 bed-120%AMI $2,300 10 Fire&Life Safety 475 43,709 45,020 46,371 47,762 Grounds&Landscaping 380 34,967 22,510 23,185 23,881 Repairs&Maintenance 71 6,556 18,008 18,548 19,105 Turnover - 0 15,757 16,230 16,717 92 Less-Total Operating Expense 6,050 800,000 556,607 603,558 621,477 639,930 Net Operating Income - 16,244, - 1,494,480 1,909,613 1,961,721 2,015,289 (I:F'Mirsti."r° gil Vdljaf #uMIAIIj+'( 24ricis:, _ ,iIvg„plt1gAtt ir,a.4 0,r @ if,p.. 5,+f a1;1,tflw:J'+' Revenue/Interest Earnings - (4,383) (4,383) (4,383) Avg.Annual Cost of Capital 5% Approx.Bond Term(Years) 36 Expenses Addl.Cap.Interest(Mos.) 12 Replacement Reserves 26,400 27,192 28,008 28,848 501c3 and Audit Fees 576 53,000 54,590 56,228 57,915 Pro act Bud!et Asset Management Fee 223 20,511 25,132 25,832 26,552 .7:0..i., lu't"Til ltIlad rel+01KAMIIIhq linMr i�l�MMI,I 1ISMIIIIItagIll l;,a...Ai t14.1:!,„! ,,,,x,71.,3: r k 9SEt' Total Additional Expenses 1,086 99,911 106,914 110,067 113,315 jierd&Soft Project Costs Total Cash Available for Debt Service 15,158 1,394 549 1,798,317 1,847,271 1,897,592 Total Hard Costs 15,094,400 164,070 207 A&E Fees 870,000 9,457 12 Debt Service FF&E 390,000 4,239 5 Capitalized Interest 1,019,813 IT and Voltage 600,000 6,522 8 Annual Debt Service (14,780) (1,359,750) (1,489,750) (1,533,250) (1,574,250) Construction Administration 301,888 3,281 4 Predevelopment Costs 158,250 1,720 2 Cashflow after Debt Service 11,463_ 1,054,612 308,567 314,021 323,342 Permits,Inspections,and Fees 962,143 10,458 13 Debt Service Coverage Ratio 1.21 1.20 1.21 Start Up Expense 800,000 8,696 11 Notes: Development Contingency 754,720 8,203 10 (1)Debt service reserve and capitalized interest are funds set aside for investor security and am returned to the project if unused. Developer Fee 1,395,198 15,165 19 (2)M assumpbans are based on limited project design and scope information and as such the assumed costs are subject Total Hard&Soft Costs 21,326,599 231,811 292 to change as project parameters becene further defined. Financing Costs&Protect Escrows This preliminary proforma is for demonstrative purposes only and is based on specific assumptions,all of which are subject Cost of Issuance-Bonds 1,000,000 10,870 14 to change. The information contained herein is proprietary and should remain confidential. Any and all deadlines or Debt Service Reserve 1,753,000 19,054 24 milestones,contained herein are for modeling purposes only and are subject to change based on negotiations,closing Capitalized Interest 3,374,661 36,681 dates,market volatility and final design review and constructability analysis.Development budgets and operating 84 Total Financing&Related 6,127,661 88,805 84 statement will require refinement through collaboration and negotiation.All final agreements and proformas shall take ESTIMATED TOTAL BOND ISSUANCE 27,454,260 298,416 376 precedence and govern the actual development of the project. Page 1195 of 154ER V i TAS l of COL_EG.ATE REAL ESTATE SERVICES 12/7/2020 Confidential Collins Park Artist Workforce Housing Operating Pro forma Project Year. Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Fiscal Year: FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 Academic Year. 2023-2024 2024-2025 2025-2026 2028-2027 2027-2028 2028-2029 2029-2030 2030-2031 2031-2032 1Revents • . •1 2030 2023 Academic Revenue Monthly Rent Monthly Rent Miami City Ballet(2%rent Increases) Bade By the Bed By the Bed (Lease up Year) (Stabilized Year) Dorm room 2-2 10 $927 $1,013 121,555 123,986 126,466 128,995 131,575 134,206 136,891 139,628 142,421 Dorm room 2-2 DBL 20 $721 $788 189,085 192,867 196,725 200,659 204,672 208,766 212,941 217,200 221,544 RA Unit 1 $1,545 $1,688 20,259 20,664 21,078 21,499 21,929 22,368 22,815 23,271 23,737 Director Unit 1 $2,512 $2,745 32,942 33,601 34,273 34,959 35,658 36,371 37.088 37,840 38,597 Workforce Housing(3%rent Increases Unite By the Uni( By the Unit Studio-80%AMI 20 $1,280 $1,399 335,686 345,756 356,129 366,813 377,817 389,152 400,826 412,851 425,237 1 bed-80%AMI 10 $1,372 $1,499 179,907 185,304 190,863 196,589 202,486 208,561 214,818 221,262 227,900 2bed-80%AMI 10 $1,646 $1,799 215,835 222,311 228,980 235.849 242.925 250,212 257,719 265,450 273,414 Studio-120%AMI 20 $1,920 $2,098 503,529 518,634 534,193 550,219 566,726 583,728 601,239 619,277 637,855 1 bed-_120°% MI 10 $2,058 $2,249 269,860 277,956 286,294 294,883 303,730 312,842 322,227 331,894 341,850 2 bed-120%AMI 10 $2,300 $2,513 301,593 3T0;640 319,960 329;558 339445 349,629 360,-1-17 37-0,92-1-382,04• Gmss Potential Rent 2,170,251 2,231,720 2,294,960 2,380,024 2,426,983 2,495,834 2,566,692 2,639,595 2,714,603 Retail Income(2%annual increases) 6000 sf $26/sf 528/sf 168,859 172.237 175,681 179,195 182.779 186,434 190,163 193,966 197,846 Less:Vacancy of Retail and Rental Income 1.2% (325,003) (29,088) (29,895) (30,725) (31,578) (32,455) (33,358) (34,286) (35,241) Expense Reimbursements $696/unit $761/unit 24,000 62,668 64,548 66,485 68,479 70,534 72,650 74,829 77,074 Other Income $840/unit $918/unit 12,960 75,634 77.903 80,240 82,648 85,127 87,681 90,311 93,021 Net Rental Revenue 2,051,067 2,513,171 2,583,198 2,655,219 2,729,291 2,805,473 2,883,827 2,964,416 3,047,303 ;r.' r r ,.,,.:w..k+.,., 2020 Eal Sal et enses $1200/13ed $1311/bed 38,400 39,552 40,739 41,961 43,220 44,516 45,852 47,227 48,644 m.. Marketing&Leasing $400/unit $437/unit 52,451 36,016 37.097 38,210 39,356 40,537 41,753 43,005 44,295 Administrative $400/unit $437/unit 21,855 36,016 37,097 38,210 39,356 40,537 41,753 43,005 44,295 Property Management Fee 3.5% 3.5% 53,143 87,961 90,412 92.933 95,525 98,192 100,934 103,755 106,656 Property Insurance 5801/unit $875/unit 70,022 72,123 74,286 76,515 78,810 81,175 83,610 86,118 88,702 Utilities $1155/unit $1262/unit 98,258 103,997 107,117 110,330 113,640 117,050 120,561 124,178 127,903 Payroll $1261/unit $1378/unit 115,392 113,541 116,948 120,456 124,070 127,792 131,626 135.574 139,642 Contract Services $145/unit $158/unit 21,855 13,056 13,448 13,851 14,267 14,695 15.135 15,589 16.057 Fire&Life Safety $500/unit $546/unit 43,709 45,020 46,371 47,762 49,195 50,671 52,191 53,757 55,369 Grounds&Landscaping $250/unit $273/unit 34,967 22,510 23,185 23.881 24,597 25,335 26,095 26,878 27,685 Repairs&Maintenance $200/unit $219/unit 6,556 18,008 18,548 19,105 19,678 20,268 20,876 21,503 22,148 Turnover $175/unit $191/unit - 15,757 16,230 16,717 17,218 17.735 18,267 18,815 19,379 Total Operating Expense $4217/bed 556,607 603,558 621,477 639,930 658,932 878,501 698,652 719,405 740,775 Rt.. ... ! 1,494,460 1,909,613 1,961,721 2,015,289 2,070,359 2,126,973 2,185,175 2,245,011 2,306,528 Owner Revenue Interest Earnings (4.383) (4,383) (4,383) (4.383) (4,383) (4,383) t4,383) (4,383) Total Additional Revenue - (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) 501 c3 Owner Expenses 9 or%of Net Rent Replacement Reserves $200/bed 26,400 27,192 28,008 28,848 29,713 30,605 31,523 32,469 33,443 501c3 and Audit Fees 53,000 54,590 56,228 57,915 59,652 61.442 63,285 65,183 67,139 Asset Management Fee 1.0% 20,511 25,132 25,832 26,552 27,293 28,055 28,838 29,644 30,473 Total Additional Expenses 99,911 106,914 110,067 113,315 116.658 120.101 123,646 127,296 131,055 Total Cash Available for Debt Service 1,394,549 1,798,317 1,847,271 1.897.592 1,949,318 2,002.489 2,057,146 2,113,333 2,171,091 Capitalized Interest 1,019,813 Annual Debt Service (1,359,750) (1,489,750) (1,533,250) (1,574,250) _(1,612,750) (1.658,750) (1.701.750) (1,751,750) (1,748,250) Total Debt Service (339.938) (1,489,750) (1,533,250) (1,574.250) (1,612,750) (1,658,750) (1,701,750) (1,751,750) (1.748,250) Caahflow after Debt Service 1,054,612 308,567 314,021 323,342 336,568 343,739 355,396 361,583 422.841 Debt Service Coverage Ratlo 4.10 1.21 1.20 1.21 1.21 1.21 1.21 1.21 1.24 Jig( . *".a... .d:, c -11 .. ."P.. '17"t .. .13NIN"irnlaMis,`sIr)I*'IRT:R ..,'a. S ...r. . /)'mxntid""wtd11?:.•xt$aiF4lie +:'. 4%.1... _. .AM;i? ,. _..a:1}a':1'ia .., .L.WM*I. Y::,:$"e 'teila1r,:.+';. Page 1196 of 19$4 ERV : T A 5 2of4 COLLEGIATE REAL ESTATE Srnv:CES 12/7/2020 Confidential Collins Park Artist Workforce Housing Operating Pro forma Year12 Year13 Year14 Year15 Year16 Year17 Year18 Year19 Year20 Year21 Year22 Year23 FY 2033 FY 2034 FY 2035 FY 2036 FY 2037 FY 2038 FY 2039 FY 2040 FY 2041 FY 2042 FY 2043 FY 2044 2032-2033 2033-2034 2034-2035 2035-2036 2036-2037 2037-2038 2038-2039 2039-2040 2040-2041 2041-2042 2042-2043 2043-2044 Academic Revenue Miami City Ballet(2%rent increases) Dorm room 2-2 145,269 148,175 151,138 154,161 157,244 160,389 163,597 166,869 170,206 173,610 177,083 180,624 Dorm room 2-2 DBL 225,975 230,494 235,104 239,806 244,602 249,494 254,484 259,574 264,765 270,061 275,462 280,971 RA Unit 24,212 24,696 25,190 25,694 26,207 26,732 27,266 27,811 28,368 28,935 29,514 30,104 Director Unit 39,369 40,156 40,960 41,779 42,614 43,467 44,336 45,223 46,127 47,050 47,991 48,951 Workforce Housing(3%rent increases Studio-80%AMI 437,994 451,134 464,668 478,608 492,966 507,755 522,987 538,677 554,837 571,482 588,627 . 606,286 1 bed-80%AMI 234,737 241,779 249,033 256,504 264,199 272,125 280,289 288,697 297,358 306,279 315,467 324,931 2 bed-80%AMI 281,616 290,065 298,767 307,730 316,962 326,470 336,265 346,353 356,743 367,445 378,469 389,823 Studio-120%AMI 656,991 676,700 697,001 717,911 739,449 761,632 784,481 808,016 832,256 857,224 882,940 909,429 1 bed-120%AMI 352,106 362,669 373,549 384,756 396,298 408,187 420,433 433,046 446,037 459,418 473,201 487,397 2 bed-120%AMI 393,-510 405,3T5 41747b 427,999 442;899 456;186 469,87-2 483;968 498A87-513,441_______528,84 544,710 Gross Potential Rent 2,791,779 2,871,184 2,952,884 3,036,947 3,123,441 3,212,437 3,304,009 3,398,233 3,495,185 3,594,946 3,697,598 3,803,225 Retail Income(2%annual Increases) 201,803 205,839 209,955 214,155 218,438 222,806 227,263 231,808 236,444 241,173 245,996 250,916 Less:Vacancy of Retail and Rental Inc (36,222) (37,232) (38,270) (39,338) (40,437) (41,566) (42,728) (43,923) (45,153) (46,417) (47,717) (49,055) Expense Reimbursements 79,386 81,768 84,221 86,748 89,350 92,031 94,791 97,635 100,564 103,581 106,689 109,889 Other Income 95,811 98,685 101,646 104,695 107,836 111,071 114,404 117,836 121,371 125,012 128,762 132,625 Net Rental Revenue 3,132,556 3,220,244 3,310,436 3,403,206 3,498,628 3,596,779 3,697,739 3,801,588 3,908,411 4,018,295 4,131,327 4,247,601 Ballet Expenses*�.' r a.N VIII( 50,103 51,606 53,155 54,749 56,392 58,083 59,826 61,621 63,469 65,373 67,335 69,355 IIS '4.t 1 r" ,. rM; ;;Aillarri Marketing&Leasing 45,624 46,993 48,403 49,855 51,351 52,891 54,478 56,112 57,796 59,529 61,315 63,155 Administrative 45,624 46,993 48,403 49,855 51,351 52,891 54,478 56,112 57,796 59,529 61,315 83,155 Property Management Fee 109,639 112,709 115,865 119,112 122,452 125,887 129,421 133,056 136,794 140,640 144,596 148,666 Property Insurance 91,363 94,104 96,927 99,835 102,830 105,914 109,092 112,365 115,736 119,208 122,784 126,467 Utilities 131,740 135,693 139,763 143,956 148,275 152,723 157,305 162,024 166,885 171,891 177,048 182,359 Payroll 143,831 148,146 152,590 157,168 161,883 166,739 171,741 176,894 182,201 187,667 193,297 199,095 Contract Services 16,539 17,035 17,546 18,072 18,615 19,173 19,748 20,341 20,951 21,579 22,227 22,894 Fire&Life Safety 57,030 58,741 60,504 62,319 64,188 66,114 68,097 70,140 72,244 74,412 76,644 78,943 Grounds&Landscaping 28,515 29,371 30,252 31,159 32,094 33,057 34,049 35,070 36,122 37,206 38,322 39,472 Repairs&Maintenance 22,812 23,497 24,201 24,927 25,675 26,446 27,239 28,056 28,898 29,765 30,658 31,577 Turnover 19,961 20,559 21,176 21,812 22,466 23,140 23,834 24,549 25,256 26,044 26,825 27,630 Total Operating Expense 762,783 785,446 808,785 832,819 857,570 883,059 909,308 936,339 964,177 992,844 1,022,366 1,052,769 Pht0Wirrfilg)ttSr001M ! WW.1 2,369,774 2,434,798 2,501,651 2,570,387 2,641,058 2,713,720 2,788,431 2,865,249 2,944,235 3,025,451 3,108,961 3,194,832 Owner Revenue Interest Earnings (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) Total Additional Revenue (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) 501 c3 Owner Expenses Replacement Reserves 34,446 35,479 36,544 37,640 38,769 39,932 41,130 42,364 43,635 44,944 46,293 47,681 ' 501c3 and Audit Fees 69,153 71,228 73,364 75,565 77,832 80,167 82,572 85,049 87,601 90,229 92,936 95,724 Asset Management Fee 31,326 32,202 33,104 34,032 34,986 35,968 36,977 38,016 39,084 40,183 41,313 42,476 Total Additional Expenses • 134,925 138,909 143.013 147,237 151,588 156,067 160,680 185,430 170,320 175,356 180,542 185,881 Total Cash Available for Debt Servlc 2,230,467 2,291,506 2,354,256 2.418,767 2,485,087 2,553,270 2,623,368 2,695,437 2,769,532 2,845,712 2,924,037 3,004,568 Capitalized Interest Annual Debt Service (1,748,750) (1,753,000) (1,750,750) (1,752,250) (1,752,250) (1,750,750) (1,752,750) (1,748,000) (1,751,750) (1,748,500) (1,748,500) (1,751,500) Total Debt Service (1,748,750) (1,753,000) (1,750,750) (1,752,250) _(1,752,250) (1,750,750) (1,752,750) (1,748,000) (1751,750) (1,748,500) (1,748,500) (1,751,500) Cashflowafter Debt Service 481,717 538,506 603,506 666,517 732,837 802,520 870,618 947,437 1,017,782 1,097,212 1,175,537 1,253,068 Debt Service Coverage Ratio 1.28 1.31 1.34 1.38 1.42 1.46 1.50 1.54 1.58 1.63 1.67 1.72 ,...." . �„,, .,-, " I ,I -a. :a m °:•,.,: 4","::" I.*; M^6•...;y ;rl., r.:'ISI ��:..� s.�r�rvi,i. .r .,gym .� gin,,hay � , p,re.m ..., I � _1s ,T,,. ,i,..1,. .� ,,,�i ry- 1+ I, �Ti � ul„ If. ✓ uls., w r f""1 {p ;� ��.) �', s nir,,,, w1a ,:i.l�." "G1.�'.?7.-.'�frc.b"•a���!aG6,1.F:�'V�ar,�,�t�r�,�ww�Iw.�V4x,.�:`.�..�"�.,��:R.kw��� ,.,,!brr���,^s�arur�lfit..,.,,:...�`�li�.lui��:,If,�zr-..1°..aa�,'��Y.�G!(��fhiC��„a'�;.I_,�".��i?�I•�a&?,:....F.u.C.�rti4Euti'�'��,,i�',,,.nll�����,r�';k���Sd r,:���'.r,�rt�6l&..P�^,�k� .V.1,4'��th.n<?�.�,m�t�N�Wl:�h" k_..,,,,�. Page 1197 of1994E RV i TAS 3of4 COLLEGIATE REAL ESTATE SERVICES 12/7/2020 Confidential Collins Park Artist Workforce Housing Operating Pro forma Year24 Year25 Year26 Year27 Year28 Year29 Year30 Year31 Year32 Year33 Year34 Year35 FY 2045 FY 2048 FY 2047 FY 2048 FY 2049 FY 2050 FY 2051 FY 2052 FY 2053 FY 2054 FY 2055 FY 2056 2044-2045 2045-2046 2048-2047 2047-2048 2048-2049 2049-2050 2050-2051 2051-2052 2052-2053 2053-2054 2054-2055 2055.2058 IRevanue. Academic Revenue Miami City Ballet(2%rent increases) Dorm room 2-2 184,237 187,921 191580 195,514 199,424 203,412 207,481 211530 215,863 220,180 224,584 229,075 Dorm room 2-2 DBL 286,590 292,322 298,169 304,132 310,215 316,419 322,747 329,202 335,786 342,502 349,352 356,339 RA Unit 30,706 31,320 31,947 32566 33,237 33,902 34,580 35,272 35,977 36,697 37,431 38,179 Director Unit 49.930 50,928 51,947 52,986 54,045 55,126 56,229 57,353 58,500 59,670 60,864 62,081 Workforce Housing(3%rent Increases Studio-80%AMI 624,474 643,209 662,505 682,380 702,851 723,937 745,655 768,025 791,065 814,797 839,241 864,419 1 bed-80%AMI 334,679 344,720 355,061 365,713 376,684 387,985 399,624 411,613 423,962 436,680 449,781 463,274 2 bed-80%AMI 401,517 413,563 425,970 438,749 451,911 465,469 479,433 493,816 508,630 523,889 539,606 555,794 Studio-120%AMI 936,712 964,813 993,757 1,023,570 1,054,277 1,085,905 1,118,483 1,152,037 1,186,598 1,222,196 1,258,862 1,296,628 1-bed-120%AMI 502,019 517,079 532,592 548570 565,027 581,977 599,437 617,420 635,942 655,021 674,671 694,911 2 bed-120%AMI 561,051 577,883 595,219 613,076 631,468 650,412 669,924 690,02G 710723 73Z045 754,006 776,626 Gross Potential Rent 3,911,915 4,023,758 4,138,846 4,257,274 4,379,140 4,504,545 4,633,593 4,788,390 4,903,047 5,043,678 5,188,397 5,337,327 Retail Income(2%annual Increases) 255,935 261,053 266,274 271,600 277,032 282,572 288,224 293,988 299,868 305,865 311,983 318,222 Less:Vacancy of Retail and Rental Inc (50,431) (51,846) (53,302) (54,799) (56,340) (57,924) (59,554) (61,231) (62,955) (64,729) (66,555) (68,432) Expense Reimbursements 113,186 116,582 120,079 123,681 127,392 131,214 135,150 139,204 143,381 147,882 152,112 156,676 Other Income 136,604 140,702 144,923 149,271 153,749 158,361 163,112 166,005 173,046 178,237 183,584 189,092 Net Rental Revenue 4,367,209 4,490,249 41816,820 4,747,027 4,880,973 5,018,788 5,160,525 5,306,358 6,456,386 5,810,733 5,769,522 5,932,885 alletEx enses 71,435 73,578 75,786 78,059 80,401 82,813 85,297 87,856 90,492 93,207 96,003 98,883 Marketing&Leasing 65,049 67,001 69,011 71,081 73,214 75,410 77,672 80,003 82,403 84,875 87,421 90,044 Administrative 65,049 67,001 69,011 71,081 73,214 75,410 77,672 80,003 82,403 84,875 87,421 90,044 Property Management Fee 152,852 157,159 161,589 166,146 170,834 175,657 180,618 185,723 190,974 196,376 201,933 207,651 Property Insurance 130,261 134,169 138,194 142,340 146,610 151,009 155,539 160,205 165,011 169,962 175,060 180,312 Utilities 187,830 193,465 199,269 205,247 211,405 217,747 224,279 231,007 237,938 245,076 252,428 260,001 Payroll 205,068 211,220 217,557 224,084 230,806 237,730 244,862 252,208 259,774 267,568 275,595 283,862 Contract Services 23,580 24,288 25,016 25,767 26,540 27,336 28,156 29,001 29,871 30,767 31,690 32,641 Fire&Life Safety 81,312 83,751 86,264 88,852 91,517 94,263 97,090 100,003 103,003 106,093 109,276 112,554 Grounds&Landscaping 40,656 41,876 43,132 44,426 45,759 47,131 48,545 50,002 51,502 53,047 54,638 56,277 Repairs&Maintenance 32,525 33,500 34,505 35,541 36,607 37,705 38,836 40,001 41,201 42,437 43,710 45,022 Turnover 28,459 29,313 30,192 31,098 32,031 32,992 33,982 35,001 36,051 37,133 38,247 39,394 Total Operating Expense 1,084,078 1,116,321 1,149,526 1,183,722 1,218,937 1,255,203 1,292,551 1,331,013 1,370,623 1,411,414 1,453,423 1,496,685 red opMiEns1000 6• •• '( 3,283,131 3,373,927 3,467,294 3,563,305 3,662,036 3,763,565 3,867,974 3,975,345 4,085,764 4,199,318 4,316,099 4,436,199 Owner Revenue Interest Earnings (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) Total Additional Revenue (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) (4,383) 501 c3 Owner Expenses Replacement Reserves 49,112 50,585 52,103 53,666 55,276 56,934 58,642 60,401 62,213 64,080 66,002 67,982 501c3 and Audit Fees 98,596 101,553 104,600 107,738 110,970 114,299 117,728 121,260 124,898 128,645 132,504 136,479 Asset Management Fee 43,672 44,902 46,168 47,470 48,810 50,188 51,605 53,064 54,564 56,107 57,695 59,329 Total Additional Expenses 191,379 197,041 202,871 208,874 215,056 221,421 227,976 234,725 241,675 248,832 256,202 263,790 Total Cash Available for Debt Servlc 3,087,369 3,172,504 3,260,041 3,350,048 3,442,598 3,537,762 3,635,616 3,736,237 3,839,706 3,946,104 4,055,515 4,168,026 low'fAt givi!.g . . 'I Capitalized Interest Annual Debt Service (1,752,250) (1,750,750) (1,752,000) (1,750,750) (1,752,000) (1,750,500) (1,751,250) (1,749,000) (1,748,750) (1,750,250) (1,748,250) (1,752,750) Total Debt Service (1,752,250) (1,750,750) (1,752,000) (1,750,750) (1,752,000) (1,750,500) (1,751,250) (1,749,000) (1,748,750) (1,750,250) (1,748,250) (1,752,750) Cashflowafter Debt Service 1,335,119 1,421,754 1508,041 1,599,298 1,690,598 1.787,262 1,884,366 1,987,237 2,090,956 2,195,854 2,307,265 2,415,276 Debt Service Coverage Ratio 1.76 1.81 1.86 1.91 1.96 2.02 2.08 2.14 2.20 2.25 2.32 2.38 ) '(., .1...m. ?.,',.",:,?.7,',.!'„ f ., y: M' c� -. . •. . r�u'k.,. .o. `L't 1.r3�.1 � .5..,.:Y'�nit^t 3: t cs +M.m��.nn tN1ra'r,�.?7t,k,�.: � .�t .'9f Y.Mr�s },'��.J'..^ .'�7x�: ' .hf^�.f' Y"t�r:Si:... ,War: .n?. .,..x37.1+86?:Z..111s_. Page 1198 of 19EX ER V I TA S 4o14 COLLEGIATE Rt AL.ESTATE SCnV'CES 12/7/2020 Exhibit D Miami Beach Milestone and Predevelopment Schedule Projected Financial Closing Sep-21 Projected Expenditures until Financial Closing 1,368,100 Milestone Sep-20 Oct-20 "Nov-20 ,Dec-20 Jan-21 Feb-21 Mar-21 Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 May-23 Due Diligence Geotech ' 10,700 Environmental 2,900 8,000 Survey 9,000 Subsurface Utility Study 25,250 Feasibility Study „ 15,000 'C.4400i;!i:W.i:: ::•:': ''!:':',': :::r.H':.: .....!:.i.'::'..f:1,5::*! :1•P:'; ': ::;::0''.:::: ::'.. ''!'..6':EI:.-:.'... A.'.: ' i::::: .'.:::::,.: '',...'':::; ' ':''-': .!..'....'...:":•': !':: ' ::.:.•:.':. :.: ..)E".'.!'. :.:.:::. E.::::'';:::::.': ? ::'::::::':'::.-:':'..: ::;!::i: '''EH, ' r.-1.::;:-... ::•:: ' : : : . :: II;i.-.'1:''....'•:'::E:!;:. FERC award recommendation ...AIM City Commission-contract-award A Planning Board approval of ground lease A City Commission approval of development agreement/ground lease 04.114":,::.:-. '.:: '..-,':.;,,I:',.::::::1.,..'-:::: :!i:::;:::::.;-.:•!:' -';'::::::: .'.1'. ':::F.,:11::::Ii:':;.:.ij;:,!,:2.:,:,:,:-:;ij.i!:.•:..,::'!!! :: :::::,:,:::!::- ::::,.::•:.: :,. •-:-;• ..::. .''.'':„:.;:i i.:'.,1;:! :,:;::.::::::-::::: 1.....'„,:,::::.:E:::.;;..:.:'.;...::::'-::: :::::::.::::: :::::,:::., .;., . -,:!..:. •::::...:,,::: . .'. „, . .„. :::::: , :.;......;;:...- . ,..i: : .,,,:.. Traffic Study 11,000 Preapplication Meeting A Submit SDs to HPB A HPB approval of design A HPB Fees Due 30,000 Design and architectural fees 15,00035,250 35,250 35„250 .49,688 49,688 49,688 49,688 117,750 99,000 i*0000.0040004,,,:iooi,:„.:....;:::E:.. ::: ::1:::: .::. 1!!': .::::.,.-::',.::i. '::. -c: ..1 ';''. :'''i I*'!'.-: :'-, i '.,- :.!:.'''..'::.' ....1:::-.'.:::'::.E:i. ': ::•- , :::-.:::.E' .1:-:.1::'-... :::: City Commission approval of unit size waivers AI. A Planning Board recommendation of unit size waiver A Permitting 90,000 Third Party Consultant Fees Due 62,500 62,500 62,500 62,500 62,500 62,500 Miscellaneous expenses 6,667 6,667 6,667 6,667 6,667 6,667 6,667 6,667 6,667 6,667 6,667 6,667 Legal,accounting,and financial 14,583 14,583 14,583 14,583 14,583 14,583 14,583 14,583 14,583 14,583 14,583 14,583 Financial Close and Break Ground A Opening Page 1199 of 1954 FSI fi; ( R '" 4' 3 t a; t . jt_ c r,- City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov PLANNING DEPARTMENT MEMORANDUM TO: Jimmy L. Morales, City Manager FROM: Thomas R. Mooney, AICP Planning Director DATE: November 18, 2020 SUBJECT: Analysis of Proposed Collins Park Artist Workforce Housing — Lease Agreement BACKGROUND Section 82-38 of the Code of the City of Miami Beach requires that any proposed sale or lease of City-owned land be alnalyzed from a planning perspective so that the City Commission and the public are fully appr`sed of all conditions relating to the proposed sale or lease. The proposal is to lease the city-owned surface parking lot located at 224 23rd Street. The development site,which is approximately 19,750 square feet, is part of a unified development site that includes the South Shore Branch of the Miami-Dade Public Library System. The unified development site contains approximately 48,500 square feet in total lot area. The proposal is to build up to a 75-foot-tall building that will contain the following: 1. Up to 80 workforce housing units. 2. A residential dormitory floor intended for the Miami City Ballet. 3. Ground floor retail or cultural space. ANALYSIS The following is an analysis of the proposal based on the criteria delineated in the Code. 1. Whether or not the proposed use is in keeping with city goals and objectives and conforms to the city comprehensive plan. Consistent—The proposed lease agreement for workforce housing is consistent with the goals, objectives, and policies (GOP's)of the 2040 Comprehensive Plan. The site is located in the Public Facility: Governmental Uses (PF) future land use category. This category allows for affordable or workforce housing as a main permitted use. The PF category provides that base density is the average of the surrounding future land use categories. The surrounding category in this case is High Intensity Commercial (CD-3), which allows for 150 dwelling units per acre. Additionally, Policy RLU 1.2.5 Page 1200 of 1954 Analysis of Proposed Collins Park Artist Workforce Housing-Lease Agreement November 18, 2020 Page 2 of 4 provides that: POLICY RLU 1.2.5 WORKFORCE HOUSING Pursuant to the procedures and limitations of the Land Development Regulations, the maximum density of the underlying future land use category may be increased by up to 80 percent beyond the allowable density in the underlying future land use category for developments that incorporate workforce or affordable housing units. The additional density may only be utilized for workforce or affordable housing units. Therefore, the site can contain up to 300 dwelling units for workforce and affordable housing. The project is consistent with the GOP's, which encourage the development of workforce hoUsing. Specifically, it is consistent with the following: PRINCIPLE 6:PRIORITIZING WORKFORCE HOUSING The City' shall encourage redevelopment that provides workforce and affordable housing. OBJECTIVE HE 1.1: CREATION AND/OR PRESERVATION OF WORKFORCE AND AFFORDABLE HOUSING Have available a minimum of 6,800 housing units of workforce, affordable low and moderate income households and special need populations during the period through 2030. The site is in close proximity to many jobs related to the tourism industry, which generate a great demand for workforce housing, and is therefore consistent with Policy HE1.1.9, which States the following: POLICY HE 1.1.9 Locate affordable and workforce housing in locations where residents are proxima>e to areas of employment. The site is in close proximity to many Miami-Dade Transit routes along Collins Avenue and the City's Trolley Routes, and is therefore consistent with Policy HE 1.1.10, which states the follovt ing: POLICY HE 1.1.10 Improve equitable access to needs and amenities including transit services, health care, nourishing food, education, and recreational facilities for residents living in affordable and workforce housing. 2. The impact on adjacent property, including the potential positive or negative impacts such as diminution of open space, increased traffic, noise level or enhanced property values, improved development patterns and provision of necessary services. Based on the proposed use of the property, the city shall determine the potential impact of the project on city utilities and other infrastructure needs and the magnitude of costs associated with needed We are committed to providing excellent public service and safety to all who live, work,and play in our vibrant, tropical,historic community. Page 1201 of 1954 Analysis of Proposed Collins Park Artist Workforce Housing—Lease Agreement November 18, 2020 Page 3 of 4 infrastructure improvements. Should it become apparent that further evaluation of traffic impact is needed, the proponent shall be responsible for obtaining a traffic impact analysis from a reputable traffic engineer. Consistent- No negative impacts are anticipated by the proposal. • The project will provide up to 80 workforce housing units which are in great demand within the City. • The project will provide a residential dormitory floor for use by the Miami City Ballet, which is an important cultural asset to the City. • The project will not exceed 75 feet, which is compatible with the buildings in the surrounding vicinity. • The property being leased is currently used as a surface public parking lot with 21 spaces (Lot P51). The loss of these spaces is mitigated by the construction of the Collins Park garage which will contain 513 spaces. • Significant traffic impacts are not expected from the proposed development. It is expected this will allow some of the workforce within the City to live closer to their place of work. As a result, it is expected that many residents of the project will be to use public transit or alternative modes of transportation to commute to work es opposed to driving in a single-occupancy vehicle. The site will not contain any off-street parking, so any residents wishing to drive will have to park their vehicles in alternative locations, for which the traffic volumes would have already been accounted. However, precise traffic impacts will be analyzed as part of the development application to the Historic Preservation Board (I IIPB). • No noise level impacts are anticipated from the project, as it will be primarily residential in nature with some ground-floor commercial uses, which are compatible with the surrounding neighborhood. • The appearance of the property will improve with the proposed project, as the existing surface parking lot does not contribute to the aesthetics of the Collins Park neighborhood. • As the site is located in the Museum Historic District, the project will require approvaof a Certificate of Appropriateness (COA) by the HPB. This will ensure that it is compatible with the surrounding neighborhood. • The project should not impact adopted levels of service for public infrastructure, as the proposal is consistent with the allowable densities and intensities in the area. However, any specific impacts will be determined and mitigated in conjunction with the building permit process;however no additional utilities or infrastructure are expected to be necessary. 3. A determination as to whether or not the proposed use is in keeping with a public purpose and community needs, such as expanding the city's revenue base, creating jobs, creating a significant revenue stream, and improving the community's overall quality of life. Consistent - This proposal will provide for significant workforce housing and a We ore committed to providing excellent public service and safely to all who live,work,and ploy in our vibrant,tropical,historic community. Page 1202 of 1954 Analysis of Proposed Collins Park Artist Workforce Housing—Lease Agreement November 18, 2020 Page 4 of 4 dormitory for one of the City's major cultural assets. The development of workforce housing is an important public purpose and a major need of the community. Support for the City's cultural assets is also an important public purpose, as they are important for the City's economy and enhancement to the quality of life for the City's residents. 4. A determination as to whether or not the development is in keeping with the surrounding neighborhood,will block views or create environmental intrusions, and evaluation of the design and aesthetic considerations of the project. Consistent-The surrounding neighborhood will not be negatively affected. There will be no environmental intrusions and aesthetic considerations will be evaluated by the HPB as part of the application for a COA. The COA process will ensure that the design of the project is compatible with the neighborhood. The site is surrounded by government-owned uses on the south and west. There are single-story commercial uses to the north. These uses should be minimally impacted by the proposed building. There is the potential to minimally block some views from the adjacent 7-story apartment building to the east located at 220 23rd Street. The precise placement of the tower will be considered as part of the COA process, allowing for an orientation that minimizes impacts. 5. The impact on adjacent properties, whether or not there is adequate parking, street and infrastructure needs. Consistent—The lease of this parking lot will not affect the parking or infrastructure needs of adjacent properties. Surrounding properties are not dependent on the parking provided within this lot. The construction of the Collins Park garage will provide significantly greater parking for the neighborhood than what was provided by Lot P51. 6. Such other issues as the city manager or his authorized designee,who shall be the city's planning director, may deem appropriate in analysis of the proposed disposition. Not applicable -The Planning Department has no other issues it deems appropriate to analyze for this proposal. CONCLUSION The lease of the property is consistent with the Goals, Objectives, and Policies based on the proposals for the property. The lease of Lot P51 will generate no negative impacts for the surrounding area. The proposed development will serve an important public need for workforce housing and support of a major cultural asset in the City. TRM/RAM T:\Agenda12020\11 November 18\Planning\Collins Park Workforce Housing Lease-Planning Analysis.doc We are committed to providing excellent public service and safety to all who live, work,and play in our vibrant, tropical,historic community. Page 1203 of 1954 DocuSign Envelope ID:50A2FAED-EE00-4FF6-B11 F-ABCEEF99D55E 0 MIAMIBEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach,Florida 33139,www.miamibeachfl.gov COMMISSION MEMORANDUM TO: Mayor Dan Gelber and Members of theCity Commission ocuSigned by: FROM: Jimmy L. Morales, City ManagerE DATE: December 9, 2020 26CA18194070496... SUBJECT: PROPERTY APPRAISAL OF PROPOSED GROUND LEASE (R7A AND R7B) Section 82-39(b) of the City Code requires an independent appraisal of the fair market or rental value when the City considers any lease of its property for more than 10 years. The attached Appraisal of Real Property prepared by Cushman & Wakefield (the "Appraisal Report") provides four value conclusions: 1. Current as-is market value of the land(City's fee simple interest)is$6.9 million. 2. Current market value of the land with the Ground Lease in effect is $18 million. 3. Upon Project completion (anticipated 2023), the leasehold will be valued at $20.2 million. 4. Upon Project stabilization (anticipated 2024), the leasehold will be valued at $22.7 million. The foregoing value conclusions demonstrate that the proposed project will add considerable value to tie City's asset at little cost to the City. The appraiser's analysis of the market determined that the property is in a desirable residential area where demand for rental product at similar price points has been growing and is forecasted to remain strong in the near ter Importantly, the Appraisal Report suggests that the project is economically feasible and will be self-sustaining. Except as to the appraiser's conservative view of the first few years, once the project stabilizes, it will generate considerable net income, all of which would inure to the benefit of the City, sufficient to support the project, the Miami City Ballet, ap d the City's cultural activation goals for the ground floor activation. It would also be worth noting that this is a challenging transaction for any appraiser to evaluate, because of lack of clear comparables for tax exempt workforce housing/cultural projects like this, which are essentially governmental and non-profit in character. Page 1204 of 1954 & 111 11111 IWAKEFIELD CUSHMAN APPRAISAL OF REAL PROPERTY Proposed Collins Park Development 224 23rd Street Miami Beach, Miami-Dade County, FL 33139 IN AN APPRAISAL REPORT As of October 26, 2020 Prepared For: City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Prepared By: Cushman &Wakefield Regional, Inc. Valuation&Advisory 225 NE Mizner Blvd., Suite 300 Boca Raton, FL 33432 Cushman&Wakefield File ID:20-48007-900424-001 CUSHMAN&WAKEFIELD REGIONAL,INC. 225 NE MIZNER BLVD.,SUITE 300 BOCA RATON,FL 33432 rte_ f t"A Ly ,- '� t +}rya f•. T- 2 - -•,----.7_,-------c -„- -7,a-L_11:-:-.'`.7,, ,? t` — 1([ y f s -I y fj F r � i. ' - s._ I y fi L ..�-,-• ' �. ae Proposed Collins Park Development 224 23rd Street Miami Beach, Miami-Dade County, FL 33139 CUSHMAN&WAKEFIELD Page 1206 of 1954 f C U S H M A N & 225 NE Mizner Blvd.,Suite 300 II{ I BocaRaton,FL 33432 WAKEFIELD Tell +1 (954)771-00600 cushmanwakefield.com December 04,2020 Mr. Jimmy L. Morales City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Re: Appraisal Report Proposed Collins Park Development 224 23rd Street Miami Beach, Miami-Dade County, FL 33139 Cushman &Wakefield File ID: 20-48007-900424-001 Dear Mr. Morales: In fulfillment of our agreement as outlined in the Letter of Engagement copied in the Addenda, we are pleased to transmit our appraisal of the above referenced property in the following Appraisal Report. The subject property consists of a vacant parking lot parcel that is owned by the City of Miami Beach and is scheduled for the developme of of a proposed multi-family rental complex,with a floor of dorm rooms for the Miami City Ballet and ground floor retail space.This development is anticipated to be completed and will begin leasing by June 2023. The development is proposed to contain 81 residential workforce housing apartment units subject to income limits of 80 and 120 percent of adjusted median income,with the entirety of the second floor being master- leased in a dormitory layout tp the Miami City Ballet(and is considered one unit for the purposes of our analysis) and 6,000 square feet of ground floor retail space located on a 0.45-acre site.The improvements will consist of 1- building that will be 7 stories in height.We have projected a lease up of the apartment component to take six months after construction completion, while the retail components are estimated to be leased in the second year after construction completion. Therefore, economic stabilization is projected to be in year two after construction completion.The ownership grlIoup(the City of Miami Beach)intends to structure a ground lease for the subject site, whereby the ground rent payrnents represent net cash flow after all expenses and projected debt service provided by the developer. This Appraisal Report has been prepared in compliance with the Uniform Standards of Professional Appraisal Practice(USPAP). In recent times, the CRE market has been driven by investor demand and strong liquidity. Asset values can fall significantly in short periods of time if either of these two factors, often in conjunction with many others, change significantly.While Cushman&Wakefield is closely monitoring the latest developments and will continue to provide Page 1207 of 1954 Mr.Jimmy L.Morales - Cushman&Wakefield Regional,Inc. City of Miami Beach December 4,2020 Page 4 updates as events unfold, the reader is cautioned to consider that values and incomes are likely to change more rapidly and significantly than during standard market conditions. Furthermore,the reader should be cautioned and reminded that any conclusions presented in this appraisal report apply only as of the effective date(s) indicated. The appraiser makes no representation as to the effect on the subject property of this event, or any event, subsequent to the effective date of the appraisal. We have considered the follov�iing items as it relates to current underwriting of multifamily assets in South Florida: • As financial markets struggle to quantify the events that are still unfolding, we believe it is premature to draw strong inferences about the economy and its impact on commercial real estate values in the South Florida area at this time. Many commercial real estate participants also report they are unable to assess the risk yet. Clearly,the short-term impact could potentially be worse than the long-term impact, but at this point it is not known. • There is no set of 9iteria for underwriting of apartment properties under current market conditions; however,the current thinking is that NOI will be affected over the next year. Suggested modeling to reflect these changes individ.ally, or a combination of the following items; a decrease in rents, or an increasing in vacancy and collection over the next year. There has also been discussions that other income line items be waived such as application fees, additional parking fees, etc. With regard to properties in lease up, current market thinking indicates that absorption periods are going to be extended than previously underwritten several months ago, while some market participants have indicated flat rent growth for one and possibly two years. • We have surveyed several rental complexes recently that have reduced rents between$25 to$75 per unit per month over the past several weeks and one complex waived its application fee,which it was previously charging $500 for ovethe past month. • We have heard that investment rate rates have not been affected to-date. • As for investments sales,we heard three things-extension of the due diligence period from 30 to 90 days to see how the market plays out, or buyers requesting a repricing of two to three percent of the agreed upon contact price and lastly a few deals have fallen through. In addition,we are hearing that Class A apartment product will be affected the least, while Class C product would be the affected the most due to the number of hourly workers that occupy these units, while Class B properties would fall in between these two categories in terms of effects. Note that the client has requested that we provide an as is value of the proposed ground lease for the subject site, as outlined in the development agreement. As the ground lease payments are predicated on the proposed development being completed, we have utilized and extraordinary assumption that the ground lease is in place as of the as is date of value and have provided the leased fee valuation of this proposed ground lease. Additionally, the client has requested that we provide a leasehold valuation of the upon completion and upon stabilization value of the improvements.We have also included an as is fee simple valuation of the subject site based on the iurrent proposed development plan and density to reflect what the property would trade for on an as is basis,to determine feasibility of any new development,as well as to determine a market ground lease payment. Based on the agreed-to Scope of Work,and as outlined in the report,we developed the following opinions of Market Value: CUSHMAN&WAKEFIELD 4 Page 1208 of 1954 Mr.Jimmy L.Morales Cushman&Wakefield Regional,Inc. City of Miami Beach December 4,2020 Page 5 Value Conclusions Appraisal Premise Real Property Interest Date Of Value Value Conclualon Market Value As-Is Fee Simple October 26,2020 $6,900,000 Market Value As-Is(Based on Extraordinary Assumption of In Place Ground Lease) Leased Fee October 26,2020 $18,000,000 Prospective Market Value Upon Completion Leasehold June 1,2023 $20,200,000 Prospective Market Value Upon Stabilization Leasehold June 1,2024 $22,700,000 Compiled by Cushman&Wakefield Regional,Inc. The value opinions in this report are qualified by certain assumptions, limiting conditions, certifications, and definitions, as well as the following extraordinary assumptions. Extraordinary Assumptions • For a definition of Extraordinary Assumptions please see the Glossary of Terms & Definitions. The use of extraordinary assumptions, if any, might have affected the assignment results. The prospective market value estimate is based upon market participant attitudes and perceptions existing as of the effective date of our appraisal, and assumes the subject property is completed and/or achieves stabilization as of our prospective date.We assume no material change in the physical characteristics and condition of the subject property or in overall market conditions between the date of inspection and effective date of value, except for those identified within the report. The forecast for income,expenses and the lease up of units included herein are not predictions in the future.Rather our best estimates of current market thinking on future income and expenses and demand.We make no warranty or representation that these forecasts materialize. The opinions of the apartment market values are based upon market conditions as of October 26,2020(the date of our inspection).Should market conditions change dramatically from our inspection date,the Market value opinions could potentially be affected.We were not provided with detailed construction costs in our analysis and have considered the cost presented in our analysis.We have also assumed that all necessary approvals and waivers are provided by local government agencies in the development of the proposed improvements as presented to us for our analysis. We received an unsigned version of the lease as the final terms are not complete at the time of this report.We have relied on the information provided as of the date of this report in our analysis, with regard to the unit mix, development costs, debt service costs and all other factors regarding the proposed development on the subject site. The appraisers have relied upon factual data regarding the subject property supplied to us by the developer. While we have attempted to/ confirm this data where possible we have prepared the appraisal assuming the information provided to us is factual, except where otherwise noted. Additionally,the client has requested an as is leasehold value of the subject site, as the proposed improvements are not completed, our as is leasehold value assumes the completion of the improvement as of the date of value. Hypothetical Conditions For a definition of Hypothetical Conditions please see the Glossary of Terms&Definitions.The use of hypothetical conditions, if any, might have affected the assignment results. This appraisal does not employ any hypothetical conditions. • Page 1209 of 1954 CUSHMAN&WAKEFIELD 5 Mr.Jimmy L.Morales Cushman&Wakefield Regional,Inc. City of Miami Beach December 4,2020 Page 6 This letter is invalid as an opinion of value if detached from the report, which contains the text, exhibits, and Addenda. Respectfully submitted, CUSHMAN &WAKEFIELD REGIONAL, INC. Michael C. McNamara, MAI, MRICS Adrian M. Sanchez, MAI Executive Director Senior Director State-Certified General Real Estate Appraiser State-Certified General Real Estate Appraiser No. RZ 2105 No. RZ 3239 • Michael.McNamara@cushwake.com Adrian.Sanchez@cushwake.com (954)958-0818 Office Direct 954-377-0450 Office Direct Blake Koletic Associate State-Registered Trainee Appraiser No. RI 24585 Blake.Koletic@cushwake.co 786-792-5210 Office Direct Page 1210 of 1954 CUSHMAN&WAKEFIELD 6 Mr.Jimmy L.Morales Cushman&Wakefield Regional,Inc. City of Miami Beach December 4,2020 Page 7 Client Satisfaction Survey WE WANT TO HEAR FROM YOU! IIIIIIII CUS FAI LD VALUATION & ADVISORY V&A National Quality Control Group values your feedback! • What are we doing right? • Are there areas where)) we could improve? • Did our report meet your requirements? As part of our quality monitoring campaign,your comments are critical to our efforts to continuously improve our service. We'd appreciate your hel plin completing a short survey pertaining to this report and the level of service you received.Rest assured,a y feedback will be treated with proper discretion and is not shared with executive management. If you prefer to limit who receives the survey response,the distribution can be altered at your request. Simply click https://www.survevmonkev.com/r/LQKCGLF?c=20-48007-900424-001 to respond or print out the survey in the Addenda to submit a hard copy. Contact our Quality Control Committee with any questions or comments: Sid Womack,MAI,AI-GRS,FRICS Clarke Lewis,MAI Karen Storm,MAI,AI-GRS Senior Managing Director Senior Managing Director Senior Director Regional Leader Appraisal Management National Quality Control Valuation&Advisory Valuation&Advisory Valuation&Advisory T +1 972 663 9659 T +1 631 234 5140 T +1 503 279 1706 F +1 716 852 0890 F +1 716 852 0890 karen.stormAcushwake.com sid.womack ancushwake.com clarke.lewis@cushwake.com Rick Zbranek,MAI Steve Henry,MAI Steve Saunders,MAI,Al GRS,FRICS Senior Managing Director Managing Director Executive Managing Director National Quality Control Client Relations and Quality Assurance Florida Valuation&Advisory Market Leader Valuation&Advisory Valuation&Advisory Valuation&Advisory T +1 713 963 2863 T +1 949 930 9211 T +1 407 541 4384 F +1 716 852 0890 F +1 716 852 0890 F +1 716 852 0890 Rick.Zbranek(a cushwake.com Steve.Henryacushwake.com Steve.Saunders@cushwake.com CUSHMAN&WAKEFIELD 7 • Page 1211 of 1954 PROPOSED COLLINS PARK DEVELOPMENT SUMMARY OF SALIENT FACTS AND CONCLUSIONS Summary of Salient Facts and Conclusions The subject property consists of a vacant parking lot parcel that is owned by the City of Miami Beach and is scheduled for the development of a proposed multi-family rental complex,with a floor of dorm rooms for the Miami City Ballet and ground floor retail space.This development is anticipated to be completed and will begin leasing by June 2023. The development is proposed to contain 81 residential workforce housing apartment units subject to income limits of 80 and 120 percent of adjusted median income,with the entirety of the second floor being master- leased in a dormitory layout toy the Miami City Ballet (and is considered one unit for the purposes of our analysis) and 6,000 square feet of grour�d floor retail space located on a 0.45-acre site.The improvements will consist of 1- building that will be 7 stories in height.We have projected a lease up of the apartment component to take six months after construction completion, while the retail components are estimated to be leased in the second year after construction completion. Therefore, economic stabilization is projected to be in year two after construction completion.The ownership group(the City of Miami Beach)intends to structure a ground lease for the subject site, whereby the ground rent payments represent net cash flow after all expenses and projected debt service provided by the developer. BASF INFORMATION Common Property Name: Proposed Collins Park Development 224 23rd Street Address: Miami Beach, Florida 33139 County: Miami-Dade Property Ownership Entity: MIAMI BCH CITY OF SILTE INFORMATION Land Area: Square Feet Acres Main Parcel 19,750 0.45 Site Shape: Irregularly shaped Site Topography: Level at street grade Frontage: Good Site Utility: Good Flood Zone Status: Flood Zone: AE Flood Map Number: 12086C0317L Flood Map Date: September 11,2009 Page 1212 of 1954 CUSHMAN&WAKEFIELD 8 PROPOSED COLLINS PARK DEVELOPMENT SUMMARY OF SALIENT FACTS AND CONCLUSIONS BUILDING INFORMATION Type of Property: Multi-Family Building Area Number of Units: 81 Units Gross Building Area: 72,972 SF Net Rentable Area: 52,013 SF Land-to-Building Ratio: 0.27:1 Number of Buildings: One Number of Stories: Seven Actual Age: 0 Years Quality: Excellent Year Built: 2023 Year Renovated: N/A Condition: Excellent Parking: Number of Parking Spaces: 58 Parking Ratio',(per Unit): 0.7 Parking Type: Garage and Municipal Street Parking MUNICIPAL INFORMATION Assessment Information: Assessing Authority Miami-Dade Assessor's Parcel Identification 02-3226-001-0460 Current Tax Year 2020 Taxable Assessment $987,500 Current Tax Liability $0 Taxes per Unlit $ Are taxes current? Taxes are current Zoning Information: Municipality Governing Zoning City of Miami Beach Current Zoning GU, Government Use Is current use permitted? Yes Current Use Compliance Complying use HIGHEST&BEST USE As Though Vacant: a mixed-use apartment or other form of multi-family building built to its maximum feasible building area, as demand warrants. As Proposed: A mixed-use apartment building as it is currently proposed CUSHMAN&WAKEFIELD 9 Page 1213 of 1954 PROPOSED COLLINS PARK DEVELOPMENT — SUMMARY OF SALIENT FACTS AND CONCLUSIONS 1 Market Value VALUATION INDICES Market Value As-Is-Based on the Prospective Market Value Prospective Market Value As-ls Discounted Leased Fee Value Upon Completion Upon Stabilization VALUE DATE October3X 2020 June 1,2023 June t.2024 Land Value Indicated Value: $6,900,000 N/A $6,900,000 N/A Per Unit: $26,848 N/A $75,000 N/A COST APPROACH Indicated Value: N/A N/A $18,500,000 N/A Per Unit: N/A N/A $228,395 N/A SALES COMPARISON APPROACH Indicated Value: N/A N/A $19,000,000 $21,000,000 Per Unit N/A NIA $234,568 $259,259 —..._. ...._. .. ._.. _. _.. ......--------—__. Yield Capitalization Projection Period: N/A 50 Years 11 Years 11 Years Holding Period: N/A 50 Years 10 Years 10 Years Terminal Capitalization Rate: N/A N/A 5.50% 5.50% Internal Rate of Return: N/A 5.25% 7.50% 7.00% Indicated Value: N/A $18,000,000 $20,200,000 $22,700,000 Per Unit N/A $222,222 $249,383 $280,247 Direct Capitalization Net Operating Income(stabilized): N/A N/A $1,475,042 $1,475,042 Capitalization Rate: N/A N/A 5.00% 5.00% Preliminary Value: N/A N/A $29,500,840 $29,500,840 Value(Rounded): N/A N/A $22,600,000 $22,600,000 LESS Cash Flow Differential N/A N/A ($2,500,000) N/A LESS Remaining Costs N/A N/A N/A N/A Indicated Value: N/A N/A $20,100,840 $29,500,840 Indicated Value Rounded: N/A N/A $20,100,000 $22,600,000 Per Unit N/A N/A $248,148 $279,012 Income Capitalization Approach Indicated Value: N/A N/A $20,200,000 $22,700,000 Per Unit N/A N/A $249,383 $280,247 FINAL VALUE CONCLUSION I Real Property Interest Fee Simple Leased Fee Leasehold Leasehold Concluded Value: $6,900,000 $18,000,000 $20,200,000 $22,700,000 Per Unit $85,185 $222,222 $249,383 $280,247 Implied Capitalization Rate: N/A N/A N/A 6.50% EXPOSURE AND MARKETING ME Exposure Time: 9-11 Months Marketing Time: 9-11 Months Page 1214 of 1954 CUSHMAN&WAKEFIELD 10 PROPOSED COLLINS PARK DEVELOPMENT SUMMARY OF SALIENT FACTS AND CONCLUSIONS Extraordinary Assumptions For a definition of Extraordinary Assumptions please see the Glossary of Terms & Definitions. The use of extraordinary assumptions, if any, might have affected the assignment results. The prospective market value estimate is based upon market participant attitudes and perceptions existing as of the effective date of our appraisal,and assumes the subject property is completed and/or achieves stabilization as of our prospective date.We assume no material change in the physical characteristics and condition of the subject property or in overall market conditions between the date of inspection and effective date of value, except for those identified within the report. The forecast for income,expenses and the lease up of units included herein are not predictions in the future. Rather our best estimates of current market thinking on future income and expenses and demand. We make no warranty or representation that these forecasts materialize. The opinions of the apartment market values are based upon market conditions as of October 26,2020(the date of our inspection).Should market conditions change dramatically from our inspection date,thearket value opinions could potentially be affected.We were not provided with detailed construction costs in our anal)�sis and have considered the cost presented in our analysis.We have also assumed that all necessary approvals and waivers are provided by local government agencies in the development of the proposed improvements as presented to us for our analysis. We received an unsigned version of the lease as the final terms are not complete at the time of this report.We have relied on the information provided as of the date of this report in our analysis, with regard to the unit mix, development costs, debt service costs and all other factors regarding the proposed development on the subject site. The appraisers have relied upon factual data regarding the subject property supplied to us by the developer. While we have attempted to confirm this data where possible we have prepared the appraisal assuming the information provided to us is factual, except where otherwise noted. Additionally,the client has requested an as is leasehold value of the subject site, as the proposed improvements are not completed, our as is leasehold value assumes the completion of the improvement as of the date of value. Hypothetical Conditions For a definition of Hypothetical Conditions please see the Glossary of Terms&Definitions.The use of hypothetical conditions, if any, might have affected the assignment results. This appraisal does not employ any hypothetical conditions. Ground Lease Sumn7ary The following is a summary of the proposed ground lease at the subject property,which we have considered in our analysis between the City of 1iami Beach (lessor)and Servitas(the proposed lessee and developer). • The Ground Lease will be a fifty(50)year lease,with two(2)optional renewals of twenty(20)years each, on mutual agreement of the City and Ground Lessee, with the form of the Ground Lease to be negotiated and subject to mutuali agreement. • Guaranteed ground kent paid to the City will be set at $100 per year, escalating at 3% per annum. Guaranteed ground rent payment will begin upon Financial Closing and execution of the Ground Lease. • As part of the Ground Lease the City will provide the Project with fifty-eight (58) parking spaces for the workforce housing portion of the Project or secure a waiver of the parking space requirements. • It should be noted that the City will be subject to all shortfalls throughout the ground lease term. Page 1215 of 1954 CUSHMAN&WAKEFIELD 11 PROPOSED COLLINS PARK DEVELOPMENT SUMMARY OF SALIENT FACTS AND CONCLUSIONS City will receive nominal base rent and that, as additional rent, the City (and its not-for-profit designee, the Miami City Ballet, Inc.) will receive 100% of the annual net revenues generated by the Project, following payment of all operating expenses and debt service requirements. Market Participant Interviews The following summarizes recent market participant interviews that we have conducted in relation to the changes in market conditions that have been brought on by the current Covid-19 pandemic. We have included market discussions from multifamily brokers in the market due to the subject being a high-rise apartment. • In speaking to with a broker with our Multifamily Capital Markets Investment Sales group in South Florida, he indicated that since the start of Covid-19 five active local deals dropped out of contract as buyers have taken a pause. In terms of the seller's side, a few deals that were going to market did not and a few deals currently on the market were pulled back off the market. He indicated that a large institutional investment firm has internally placed their pencils down with regard to multifamily deals. He indicated that rent growth would be down to zero over the next 12 to 24 months, depending on the submarket. In addition, he noted that no tours for existirlig listed deals are occurring due to limited or no staff on site,as well as liability issues in entering units. He indicated` that there is an anticipation of an increase in delinquency in rent payments over the summer months.On the buy side,he has seen some due diligence extensions from 30 to 90 days. Currently, he sees the debt markets as very volatile and regarding properties within a renovation mode those renovations ha‘)e stopped. He did not that there currently there is not enough time or data to indicate any changes in investment rates to-date. • Based on discussions with a broker with Cushman & Wakefield and an active South Florida investment sales apartment broker, he indicated that the biggest challenge in the market currently is debt and equity financing for apartment acquisitions. He noted that it is currently hard to transact if there is no ability to close on debt.With reIgard to the buyer pools, he indicated that institutional investors have currently pulled back from the market based on the logistical issues that Covid-19 pandemic poses in terms of obstacles such as due diligence and on-site inspections. The sentiment in the market is to wait several months until there is clarity in the market and business activity is able to return back to normal. In terms of underwriting he noted that purchasers are not really certain what they are buying under current market conditions, as there is an anticipation that rent rolls and collections will be affected in the coming months (post March 2020) and there is uncertainty with regard to pegging occupancy over the next several months. He noted that he anticipated that there would most likely be approximately six months of'pain"in the local apartment market with higher vacancy and collection loss issues and noted that properties that are currently in lease up would most likely be affected the most.We also discussed the local apartment land market and he noted that it was too early to tell what the ramifications are for the local land market, but that he suspected that there would be a decrease in pricing,which would be tied to any decreases in rent and occupancy that the market will witness inl the coming months, but at this point any quantifiable effect was uncertain. • Based on conversations with an active multifamily land broker in South Florida there has been a lack of transactional data in the market since Covid-19 for urban or suburban land sales.Most properties that were placed under contract prior to the shelter-in-place orders that occurred in mid-March 2020 in South Florida have been pushed out with buyers requesting extended closing periods due to current concerns with financing in capital markets. This broker noted that most developers anticipate construction costs to decrease over the next year with some estimating decreases of five to seven percent (although no data points exist at this timle)and that some proposed apartment complexes in the pipeline will not be developed, which would balance out any near term decreases in rent or increases in concession and vacancy for multi- family product due to the current pandemic.Therefore, purchasers of multi-family sites remain active and Page 1216 of 1954 CUSHMAN&WAKEFIELD 12 PROPOSED COLLINS PARK DEVELOPMENT SUMMARY OF SALIENT FACTS AND CONCLUSIONS are still bidding on properties, although pushing for longer due diligence timeframes and closing dates in lieu of current difficulties in the market brought upon by Covid-19. Thus there is no discernable difference in pricing that has occ k rred to date for multifamily sites in the region, and if so he thought that is would be minor in nature and with the projected lower construction costs in the near term and the potential lower amount of supply, these factors would most likely negate any potential decrease in rents over the near term. This broker noted that he had an active high-rise multi-family development site in an urban location in South Florida that I e was marketing pre-Covid-19 that received 20 offers with pricing at and slightly above the asking price and of the 20 offers there is still substantial interest and only two have backed out due to Covid-19 related reasons. • This active commercial real estate capital market broker has recently closed on land transactions in the region over the past six months and noted that there is currently a large amount of inquiries from a number of parties with lots of capital looking to purchase prime assets. This broker noted that he did not feel that there was a significant drop off in values that have been witnessed year in the market(although that would be based on product type , with retail obviously being affected the most). This broker noted that demand has remained high for industrial space and believes suburban office product will do well in this market. However, he noted that there are not many data points to determine if there is a price drop or any other near term effect with regard to land values as of yet. • Page 1217 of 1954 CUSHMAN&WAKEFIELD 13 PROPOSED COLLINS PARK DEVELOPMENT SUMMARY OF CRITICAL OBSERVATIONS SWOT analysis The SWOT or Strengths, Weaknesses, Opportunities, Threats, analysis provides general and specific insight relative to a particular asset or entity; in this case, the subject property. The Strengths and Weaknesses components of a SWOT analysis typically reflect good and bad attributes internal or specific to the subject, while the Opportunities and Threats are generally external or economic considerations that influence the subject positively and negatively. Thei chart below outlines our conclusions. SWOT ANALYSIS • The subject is located in the City of Miami • New apartment product has been well Beach. The local area is considered to be accepted in the market, as several new desirable residential area. apartment developments have been completed within the local area and have reach Population growth has increased in the stabilized occupancy. There remains several • region,which leads to increased demand for new developments that are under construction rental product in the submarket and county. or completed over the past year on the mainland portion of the City of Miami that are within the subject submarket, which do not directly compete with the subject, but may affect the submarket over the coming months. F • Although the local housing market has • A large amount of new construction is improved over the past year, many local occurring within the county. The current residents are still hal ing difficulty qualifying coronavirus pandemic is anticipated to for mortgages causing an increase demand continue to affect the local apartment market, for apartment product. Demand for rental particularly that of properties that are currently product should continue to be high as real in lease up. Additionally, future Covid-19 estate prices for single family homes have restrictions may affect the local apartment remained high to-date and the middle and market. upper income housing stock in the area is projected to maintain price levels in the near term. CUSHMAN&WAKEFIELD 14 Page 1218 of 1954 PROPOSED COLLINS PARK DEVELOPMENT PROPERTY PHOTOGRAPHS Property Photographs AERIAL PHOTOGRAPH a } A . 0 / \ ate. - -- -- - - - -- - \ - - -/ 23�©» . -®- - — - -- - --- »\ zWi m & r .> ' '/\«�\a \«/ ,\ t ' tkelik —0844 le , \ p / ` :- %' Z r . & >\ J } K .. � ! . ,ƒa%�6 » /. . / 2f ,i . • \/ x • , , ©\» i:,! y qJx Page 1219 J 1954 c kMA N&WAKEFIELD e I 1 PROPOSED COLLINS PARK DEVELOPMENT SCOPE OF WORK orf 'J66,- _k�- .EXTERIOR VIEW OF THESUBJECT ,:? r�yTs,� i y ,z. F 14,* a c us r - ' fit._�` a Yt. .,;.• - - c '` .d.' _j,—_., {,+. - r —4 'mac` ,i'r,,y _ ia ;_ `_ .,7,,,..,,,,.... .,.....::::.,..,.:..4::::..„2-..,,,,:.;_„_.4 • • EXTERIOR VIEW OF THE SUBJECT ..y, t,.r r� � s �. —,--,_ f :F { z� '_ • e • r I+ • > I az-: .� - Pf .. , • CUSHMAN&WAKEFIELD 16 Page 1220 of 1954 PROPOSED COLLINS PARK DEVELOPMENT SCOPE OF WORK Scope of Work Overview Scope of work is the type and extent of research and analyses involved in an assignment. To determine the appropriate scope of work for lithe assignment, we considered the intended use of the appraisal, the needs of the user,the relevant characteristics of the subject property, and other pertinent factors. Our concluded scope of work is summarized below, and in some instances, additional scope details are included in the appropriate sections of the report: Research • We inspected the property'and its environs. Physical information on the subject was obtained from the property owner's representative, public records, and/or third-party sources. • Regional economic and demographic trends, as well as the specifics of the subject's local area were investigated. Data on the(local and regional property market(supply and demand trends, rent levels, etc.)was also obtained. This process was based on interviews with regional and/or local market participants, primary research, available publisoed data,and other various resources. • Other relevant data was collected,verified,and analyzed. Comparable property data was obtained from various sources (public records, third-parry data-reporting services, etc.)and confirmed with a party to the transaction (buyer, seller, broker, owner, tenant, etc.)wherever possible. It is, however, sometimes necessary to rely on other sources deemed reliable, such as data reporting services. Analysis • Based upon the subject property characteristics, prevailing market dynamics, and other information, we developed an opinion of the property's Highest and Best Use. • We analyzed the data gathered using generally accepted appraisal methodology to arrive at a probable value indication via each applicable approach to value. • The results of each valuation approach are considered and reconciled into a reasonable value estimate. This Appraisal Report has bsen prepared in compliance with the Uniform Standards of Professional Appraisal Practice(USPAP). Cushman &Wakefield Regional, Inc. has an internal Quality Control Oversight Program.This Program mandates a"second read"of all appraisals.Assignments prepared and signed solely by designated members(MAls)are read by another MAI who is not participating in the assignment. Assignments prepared, in whole or in part, by non- designated appraisers require MAI participation, Quality Control Oversight, and signature. For this assignment, Quality Control Oversight was provided by Michael C. McNamara, MAI, MRICS. In addition to a qualitative assessment of the Appraisal Report, Michael C. McNamara, MAI, MRICS is a signatory to the Appraisal Report and concurs in the value estimate(s)set forth herein. This appraisal employs all three typical approaches to value:the Cost Approach,the Sales Comparison Approach and the Income Capitalizatioh Approach. Based on our analysis and knowledge of the subject property type and relevant investor profiles, it is our opinion that all approaches would be considered meaningful and applicable in developing a credible value conclusion. Page 1221 of 1954 CUSHMAN&WAKEFIELD 17 PROPOSED COLLINS PARK DEVELOPMENT SCOPE OF WORK Report Option Description USPAP identifies two written report options: Appraisal Report and Restricted Appraisal Report. This document is prepared as an Appraisal Report in accordance with USPAP guidelines. The terms "describe," summarize," and "state" connote different levels of detail, with "describe" as the most comprehensive approach and "state" as the least detailed.As such,the following provides specific descriptions about the level of detail and explanation included within the report: • Describes the real estate and/or personal property that is the subject of the appraisal, including physical, economic, and other characteristics that are relevant • States the type and definition of value and its source • Describes the Scope of Work used to develop the appraisal • Describes the information analyzed, the appraisal methods used, and the reasoning supporting the analyses and opinions; explains the exclusion of any valuation approaches • States the use of the property as of the valuation date • Describes the rationale for the Highest and Best Use opinion (if included) CUSHMAN&WAKEFIELD 18 Page 1222 of 1954 PROPOSED COLLINS PARK DEVELOPMENT SCOPE OF WORK Identification Of Property Common Property Name: Proposed Collins Park Development Location: 224 23rd Street, Miami Beach, Miami-Dade County, Florida 33139 Assessor's Parcel Number(s): 02-3226-001-0460 Legal Description: The legal description is presented in the Addenda of the report. Property Ownership nd Recent History Current Ownership: MIAMI BCH CITY OF Sale History: To the best of our knowledge,the subject property has not transferred within the past three years. Current Disposition: This property is to be entered into a ground lease between the City of Miami Beach(Lessor)and CFC-Miami Miami Beach properties,LLC(Lessee)whereas the lessor will lease the property to the lessee for developing, constructing, and operating the proposed improvements.We received an unsigned version of the lease as the final terms are not complete at the time of this report. We have relied on the information provided as of the date of this report in our analysis, with regard to the unit mix, development costs, debt service costs and all other factors regarding the proposed development on the subject site. • Dates Of Inspection And Valuation Effective Date(s)of Valuation: As Is: October 26, 2020 Upon Completion: June 1,-2023 Upon Stabilization: June 1,2024 Date of Report: December 04,2020 Date of Inspection: October 26,2020 Property Inspected by: Michael C. McNamara, MAI, MRICS Client, Intended Use And Users Of The Appraisal Client: City of Miami Beach Page 1223 of 1954 CUSHMAN&WAKEFIELD 19 PROPOSED COLLINS PARK DEVELOPMENT SCOPE OF WORK Intended Use: This appraisal is intended to provide an opinion of the Market Value of the Fee Simple interest in the ground lease for the surface parking lot P51, located at 224 23rd Street, Miami Beach, Florida (Miami-Dade County Tax Folio No. 02- 3226-001-0460)(the"Property").This report is not intended for any other use. Intended User: This appraisal report was prepared for the exclusive use of City of Miami Beach. Use of this report by others is not intended by the appraiser. This report is not intended for any other use. Extraordinary Assumptions For a definition of Extraordi lary Assumptions please see the Glossary of Terms & Definitions. The use of extraordinary assumptions, if any, might have affected the assignment results. The prospective market value estimate is based upon market participant attitudes and perceptions existing as of the effective date of our appraisal,and assumes the subject property is completed and/or achieves stabilization as of our prospective date. We assume no material change in the physical characteristics and condition of the subject property or in overall market conditions between the date of inspection and effective date of value,except for those identified within the report. The forecast for income,expenses and the lease up of units included herein are not predictions in the future.Rather our best estimates of current market thinking on future income and expenses and demand. We make no warranty or representation that these forecasts materialize. The opinions of the apartment market values are based upon market conditions as of October 26,2020(the date of our inspection).Should market conditions change dramatically from our inspection date,the market value opinions could potentially be affected.We were not provided with detailed construction costs in our analysis and have considered the cost presented in our analysis.We have also assumed that all necessary approvals and waivers are provided by local government agencies in the development of the proposed improvements as presented to us for our analysis. We received an unsigned version of the lease as the final terms are not complete at the time of this report.We have relied on the information provided as of the date of this report in our analysis, with regard to the unit mix, development costs, debt service costs and all other factors regarding the proposed development on the subject site. The appraisers have relied upon factual data regarding the subject property supplied to us by the developer. While we have attempted to confirm this data where possible we have prepared the appraisal assuming the information provided to us is factual, except where otherwise noted.Additionally,the client has requested an as is leasehold value of the subject site, as the proposed improvements are not completed, our as is leasehold value assumes the completion of the improvement as of the date of value. Hypothetical Conditions For a definition of Hypothetical Conditions please see the Glossary of Terms&Definitions. The use of hypothetical conditions, if any, might have affected the assignment results. This appraisal does not employ any hypothetical conditions. Page 1224 of 1954 CUSHMAN&WAKEFIELD 20 PROPOSED COLLINS PARK DEVELOPMENT REGIONAL ANALYSIS Regional Analysis REGIONAL MAP ® CPompano. ';;^:`'"`.i>> Beach Sunrise ytovm : • . Fort — Lauderdale `Weston — Ite Z Pembroke Hollywood Pines Aventuia Miami Lakes • •Coasts eye -Water . . Hialeah ve Area Coral ...-.. .F. �� 224 23rd Street Miami eu Key Biscayne • Kendall Page 1225 of 1954 CUSHMAN&WAKEFIELD 21 PROPOSED COLLINS PARK DEVELOPMENT REGIONAL ANALYSIS South Florida Regional Analysis Introduction The Miami-Fort Lauderdale-West Palm Beach Core-Based Statistical Area, which is synonymous with the South Florida region (South Florida), consists of the Miami-Miami Beach-Kendall, Fort Lauderdale-Pompano Beach- Deerfield Beach, and West Palm Beach-Boca Raton-Boynton Beach Metropolitan Divisions. The core-based statistical area covers Miami-Dade, Broward and Palm Beach Counties. South Florida has a population of 6.2 million and ranks as the eighth most populous CBSA in the nation(Miami-Dade,Broward and Palm Beach Counties are the most populous counties in Florida). The region's distinction as the southernmost metropolitan area within the nation's contiguous states and its proximity to Latin America has spurred its growth as a significant international gateway. International trade has led to tremendous growth, as South Florida is home to hundreds of Latin American headquarters for major U.S. acid global multinational companies.The Port of Miami, positioned in Biscayne Bay, is strategically located and a valuable resource to the state and country. Hundreds of corporations, from media companies to consumer electronics manufacturers,have stationed their Latin American headquarters in and around Miami, a testament to the shipping and export power of the region. Map The following map portrays the South Florida region within the state of Florida. MIAMI-FORTLAUDERDALEWEST PALM BEACH, FL CORE BASED STATISTICAL AREA (CBSA) caw it Source: Cushman&Wakefield Valuation&Advisory COVID-19 Impacts As the crisis began to unfold in the last month of the first quarter, much of the data available may not accurately reflect the true impact of the crisis on the market.As data often lags,we will find out more as the crisis unfolds. In other sections of the report wa will discuss the effects of the COVID-19 crisis on the market and subject property in as much detail as possible. With that said, it is important to note the following points: CUSHMAN&WAKEFIELD 22 Page 1226 of 1954 PROPOSED COLLINS PARK DEVELOPMENT REGIONAL ANALYSIS • The current COVID-19 pandemic has resulted in shutdowns of non-essential business, and as a result many other businesses have been significantly disrupted. This has resulted in a sharp and drastic unemployment spike that is expected to negatively impact households and businesses in the near term. • Pertaining to real estate specifically,tenant income losses(business or personal)are expected to translate into near term cash flow disruption to properties.The severity of these impacts are anticipated to be property specific with some property types impacted more than others. • The full effects of these impacts are unknown at this time, but most market participants are reporting a pause/hold with regards to transactions and have expectations for three to six months of acute challenges and a Fourth Quarter 2020/First Quarter 2021 rebound. • Right now,the market in general is cautiously optimistic about returning to pre-pandemic conditions by the end of First Quarter 2021. Current Trends Prior to the onset of the COVID-19 pandemic, the economic expansion in the South Florida region was maturing. Overall job growth began moderating, reflecting some residual effects the maturing expansion and slow economic growth in Latin America. Nevertheless, inflows of businesses and prime working age individuals continue to bolster the economy. Like job creatin, population growth was a major factor contributing to South Florida's economic expansion as the steady flow of both overseas and domestic migration boost numbers.South Florida's international appeal is the main driving force, as international migration accounted for three quarters of the growth over the past year, per local demographers. The growing population fueled the housing market with international home buying activity remaining strong. International growth, consumer spending, business confidence, housing recovery and population growth allowed the region to continue outperforming both the state and national averages. The economic disruption caused by the COVID-19 pandemic resulted in significant job loss in most sectors. As of April 2020, total non-farm employment measured 2,366,000 jobs, down 358,100 jobs or 13.1% year-over-year. Unemployment surged 10.5 percentage points over the year to 13.2%in April.Tourism was hit the hardest industry as hotels were emptied and travel was halted as stay-at-home orders were implemented. The region's cruise ship industry,with PortMiami as the world's busiest harbor for cruise ships,was stunted as no-sail orders were enforced. Further considerations are as follows: • Of the three counties in the South Florida region, Miami-Dade County lost the most jobs. In fact, Miami-Dade County lost the second-most jobs in the state (shedding 145,900 jobs) behind Orlando. Broward County shed 119,100 jobs (down 13.8%) and Palm Beach County lost 93,100 jobs (down 14.4%). Massive layoffs and disruptions were evident in every sector of the economy as citizens, businesses and governments closed to moderate the spread of the virus. • According to the American Hotel and Lodging Association, Florida lost more than 100,000 direct-hotel supported jobs by mid-April. According to a survey by AAA Consumer Pulse, COVID-19 impacted 2020 travel plans for 76% of Floridians. The leisure and hospitality sector shed 157,800 jobs year-over-year, declining 52.5%. • By April 2020, the national economy had entered a recession, ending the longest economic expansion in U.S. history (126 months). Fortunately, most economists project this recession will be short-lived, stating the underlying health of the economy prior to the pandemic. CUSHMAN&WAKEFIELD 23 Page 1227 of 1954 PROPOSED COLLINS PARK DEVELOPMENT REGIONAL ANALYSIS Demographic Characteristics Given South Florida's mild winter weather,the area has long been a popular retirement destination.As such,South Florida's median age of 41 years is three years older than the national average. South Florida's level of affluence and educational attainment typically trends close to the national average. However, both income and educational attainment levels vary considerably by county,with Palm Beach County having the area's highest levels and Miami- Dade County having the lowest. Overall, 30% of the region's population holds a Bachelor's degree or better and approximately 24%of households have annual incomes of greater than$100,000. The chart below provides somle demographic comparisons between South Florida and the nation: Demographic Characteristics South Florida vs.United States 2019 Estimates South .. United Charge Florida States Median Age(years) 41 38 Averalge Annual Household Income $82,113 $87,636 Median Annual Household Income $53,560 $60,811 Households byAnnual Income Level: <$25,000 23.8% 20.3% I $25,000 to$49,999 23.4% 21.4% $50.000 to$74,999 17.7% 18.0% $75,000 to$99,999 11.6% 13.0% $100,000 plus 23.6% 27.2% Education Breakdown: <HIigh School 15.3% 13.0% High School Graduate 27.3% 27.6% College<Bachelor Degree 27.0% 29.0% Bachelor Degree 19.2% 18.9% Advanced Degree 11.2% 11.5% Source:©2019 Experian Marketing Solutions.Inc.•All rights reserved. Cushman&Wakefield Valuation&Advisory Population Florida remains among the nation's most populous states, ranking third behind California and Texas. Recent estimates by the U.S.Census report Florida's population increased 1.1% between July 1, 2018 and July 1,2019 to over 21.5 million (adding 233,420 new residents). According to the U.S. Census, Florida had the highest level of net domestic migration between July 1,2017 to July 1,2018,with an increase of 132,602. Since 2010, Florida has gained a total of 1.3 million people from net domestic migration and an additional 1.1 million from net international migration. Demographers conclude most new residents populate the larger counties, including the three most populous—Miami-Dade,Broward,and Palm Beach.South Florida's population increased 0.4%,adding 22,651 new residents between July 2018 and July 2019. With approximately 6.2 million residents, the CBSA is the seventh largest in the nation, accountiig for roughly 30.0%of the state's population. Population trends in South Florida are influenced by several factors, including international migration and natural increase. The following graph compares population growth trends in South Florida to the U.S. In the following Exhibit, and all subsequent time-series graphs,the shaded bars indicate the periods of a U.S. economic recession. CUSHMAN&WAKEFIELD 24 Page 1228 of 1954 PROPOSED COLLINS PARK DEVELOPMENT REGIONAL ANALYSIS POPULATION GROWTH BY YEAR South Florida vs.United States,2009-2024 0 2.0 0 •Uiited States •South Florida Forecast 1 ) 1.5% U 1 c 1 8 1.0% a To c :::; I II 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Source:Data Courtesy of Moodys Analytics and Cushman&Wakefield Valuation&Advisory Note:Shaded bars indicate periods of recession Miami-Dade County is the most populous with 44.4% of the region's population, followed by Broward and Palm Beach Counties with 31.5% and 24.1%, respectively. Miami-Dade and Broward Counties are among the most populated in Florida and have a sizeable number of births in addition to a substantial number of foreign immigrants. Palm Beach County is projected to outpace the other two counties in annualized population growth through 2023, as depicted in the following table: Annualized Population Growth by County South Florida 2009-2024 Compound Compound Annual Growth Annual Forecast Forecast Rate Growth Rate Population(000's) 2009 2019 2020 2024 09-19 20-24' United States 306,771.5 328,239.5 329,971.0 336,898.3 0.7% 0.5% South Florida 5,504.6 6,166.5 6,226.1 6,428.8 1.1% 0.8% Miami-Dade County 2,463.9 2,716.9 2,736.9 2,804.3 1.0% 0.6% Broward County 1,733.3 1,952.8 1,971.0 2,032.9 1.2% 0.8% Palm Beach County 1,307.4 1,496.8 1,518.2 1,591.6 1.4% 1.2% Source:Data Courtesy of Moodys Analytics,Cushman&Wakefield Valuation&Advisory Households Typically, household formatio trends alongside population growth and tends to top the national average. Between 2009 and 2019, household formation growth measured 0.9% nearly on par population growth over the same time period.Through 2024, household formation in South Florida is projected to increase, measuring 1.2%, surpassing the projected population growtIh rate of 0.8%. There's been a slight shift in demographics, especially in Broward County, where there's been above-average growth in school-age population indicating new family formation. Since 2010, residents younger than 20 years increased 4.2% in Broward County, compared to the 1.1%decline of the national average. The following graph compares historical and projected growth trends in household formation between South Florida and the U.S.overall. CUSHMAN&WAKEFIELD 25 Page 1229 of 1954 PROPOSED COLLINS PARK DEVELOPME T REGIONAL ANALYSIS HOUSEHOLD FORMATION BY YEAR South Florida vs. United States,2009-2024 2.0% •United States ■South Florida 1 Forecast w 1.5% c 1 m t U 1.0% yC U 1 a 0.5% 1 .; 0.0% -0.5% 1 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Source: Data Courtesy of Moodys Analytics and Cushman&Wakefield Valuation&Advisory Note: S ded bars indicate periods of recession Gross Metro Product The Florida economy topped $1 trillion in GDP in 2018, a major milestone for the state. The booming economy brings new businesses and corresponding jobs, along with new residents sparking more consumer spending and other benefits that boosts ecorIomic growth. Because of the state's high gross domestic product,Florida's economy surpasses Saudi Arabia, Switzerland,the Netherlands and Argentina. If Florida were a country, it would be the 17th largest economy in the world. The Florida economy measured $1.1 trillion in GDP in 2019, according to the U.S. Bureau of Economic Analysis. According to the most recent U.S. Bureau of Economic Analysis, South Florida's gross metro product (GMP) increased 2.9% in 2018 to $3i 5 billion. South Florida's economy tops all other metros in the state and growth still outpaces the national average.The regional economy is among the world's top 40 economies.Trade,tourism and financial services are the major contributors to growth. REAL GROSS PRODUCT GROWTH BY YEAR South Florida vs. United States,2009-2024 10.0% •United States •South Florida I Forecast rn 6.0% C I l0 20% yC o.• -2.0% f0 -6.0% -10.0% 1 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Source:Data Courtesy of Moodys Analytics and Cushman&Wakefield Valuation&Advisory Note:Shaded bars indicate periods of recession CUSHMAN&WAKEFIELD 26 Page 1230 of 1954 PROPOSED COLLINS PARK DEVELOPMENT REGIONAL ANALYSIS Employment Distribution South Florida's Trade, Transportation and Utilities sector accounts for 23.2% of the market's total employment base,compared to 18.9%for the national average. International trade supports over 105,000 jobs and remains one of the key industries in the local economy with the highest paying wages. Trade is the most important industry in South Florida, followed by tourism. Efforts have been underway to further diversify the local economic base by bolstering the healthcare and biomedical industries in South Florida. These two industries promise a significant contribution to the regional economy in the long-term. The graph below depicts South Florida's employment base. EMPLOYMENT BY SECTOR South Florida vs. United States 2020 Estimates Construction Manufacturing Trade,Transportation&Utilities Information ■United States Financial Activities Professional&Business Services •South Florida Education&Health Services Leisure&Hospitality Other Services(except Govt.) GovIemment 0% 5% 10% 15% 20% 25% Source:Data Courtesy of Moody's Analytics and Cushman &Wakefield Valuation&Advisory Major Employers The South Florida region is home to five Fortune 500 corporations — World Fuel Services (91), Lennar (147) AutoNation(154),Office Depot(297), and Ryder System(354)—and many Fortune 1000 companies.The region's largest employers are national and multinational corporations spanning a variety of industries including healthcare, retail, and technology. Below is a table that outlines South Florida's top employers by CBSA. CUSHMAN&WAKEFIELD 27 Page 1231 of 1954 PROPOSED COLLINS PARK DEVELOPMENT REGIONAL ANALYSIS Laego st"Employers South Florida • No. Business. 6nployer• County Employees ,Type PUblix Super Markets Inc. West Palm Beach 38,241 Retail Tenet Healthcare Corp. West Palm Beach 6,136 Healthcare Nextasa Energy/Florida Fbw er&Light Co. West Palm Beach 4,005 Utility Tenet Healthcare Corp. Fort Lauderdale 18,000 Healthcare • HCA East Florida Division Fort Lauderdale 15,000 Healthcare Memorial Healthcare System Fort Lauderdale 11,500 Healthcare University of Mani Mani 12,818 Education Jackson Health SS stem Mani 12,100 Healthcare Baptist Health Systens of Southern Florida Man 12,000 Healthcare Source:Data Courtesy of Moody's Analytics; Cushman&Wakefield Valuation&Advisory Employment Growth According to the Florida Agency for Workforce Innovation,the South Florida region lost 358,100 jobs over the 12- month period ending April 2020, contracting 13.1%. Prior to the COVID-19 pandemic, South Florida typically outpaced the national average employment growth, which contracted by 12.9% over the same period. According to local economists,employment growth contracted abruptly due to mitigation efforts to stop the spread of the virus. As previously mentioned, mass layoff and furloughs occurred as businesses shutdown. The Florida Agency for Workforce Innovation reports ghat South Florida's total non-agricultural employment in April 2020 was 2,366,000. The following chart illustrates employment growth for South Florida and the United States: TOTAL EMPLOYMENT GROWTH BY YEAR South Florida vs. United States,2009-2024 ti United States is South Florida I Forecast 4.5% I I 1 rn .c 1.5% 8 -1.5% _ d -4,5% Tr, c d` -7.5% -10.5% I 09 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Source:Data Courtesy of Moodys Analytics and Cushman&Wakefield Valuation&Advisory Note:Shaded bars indicate periods of recession Unemployment The local unemployment rate increased to 13.2% in April 2020, rising 9.1 percentage over the previous month's rate of 4.2%.Year-over-year, unemployment increased 10.5 percentage points.At 13.2%,the local unemployment rate surpassed the previous peak of 11.8%in June 2011.At 14.5%Broward County has the highest unemployment rate of the tri-county region. Palm Beach County followed with a 13.9% unemployment rate, while Miami-Dade County had the lowest unemployment rate at 11.9%. CUSHMAN&WAKEFIELD 28 Page 1232 of 1954 PROPOSED COLLINS PARK DEVELOPMENT REGIONAL ANALYSIS UNEMPLOYMENT RATE BY YEAR South Florida vs.Florida vs.United States,2009-2024 13% —United States —Florida —South Florida I Forecast 10% 1 7% 4% 1% ! 09 10 11 12 13 14 15 16 17 18 19 20' 21 22 23 24 Source:Data Courtesy of Moodys Analytics and Cushman&Wakefield Valuation&Advisory Note:Shaded bars indicate periods of recession *First Quarter 2020 Conclusion Like the rest of the country, the South Florida economy is exposed to the impacts of COVID-19. The immediate negative effects on jobs, particularly tourism-related jobs, has been significant.The full effects of the pandemic are unknown currently;however, ncertainty looms over all major sectors that significantly add to the economy, namely tourism and real estate.Nevertheless,as the state begins re-opening local economists project South Florida's long- term prospects remain favorable. Strong global ties and international character remain significant driving forces in the region and remain major catalyst in moving the economy forward. Each county lures prominent international companies as South Florida isl a thriving destination for international business—the strategic position, multicultural workforce and numbers connection to international markets.The region is poised to continue capitalizing on foreign investment and benefit from the anticipated growth in international trade due to the Panama Canal expansion. PortMiami is already one of eight Post-Panamax harbors in the country and Port Everglades is being dredged. These deep-water ports can handle the largest vessels that can navigate through the expanded Panama Canal. • • CUSHMAN&WAKEFIELD 29 Page 1233 of 1954 PROPOSED COLLINS PARK DEVELOPMENT REGIONAL ANALYSIS Local Area Analysis LOCAL AREA MAP • = . nset Islands .. Mian i beat:,Gulf Ctub Q . _ - - :-; . 'rte F T '. Miami Bea h 1 ` M,ami Beach n :', `I1 Hotel South Beach ` t - Senior High School t eeta'• 9224 23rd Street l, - Q o C • ....,. ;`'-' :'q� .. i Collins Pak ':.h=, r:> S e „Iperni Bean B tarntal Sultan Restaurant Publ.),SuRe•Market - Garden ©?a roa•oe. y ® ©Nautilus by Mo .. - of F?° 3 P CITY CCN7ER . • CUSHMAN&WAKEFIELD 30 Page 1234 of 1954 PROPOSED COLLINS PARK DEVELOPMENT LOCAL AREA ANALYSIS Location Miami Beach is a ten-mile long barrier island located off the east coast of Miami, separated by the Intracoastal Waterway and ,•-,_, Biscayne Bay. During the 1990's, Miami Beach's renaissance ...011ie and popularity reinvigorated the economy, as new industries and businesses (including fashion, entertainment, tourism, and : technology)flourished. rA _ " - - ,,...rk. . Miami Beach has also become a popular locale for area '^'4""'*x'v''a - residents,most of which work ir1 Downtown Miami.The Art Deco 4+w.' District/South Beach is the primary attraction of Miami Beach, ; which makes up the bottom third of the island of Miami Beach. South Beach has become a magnet for fashion, music, and """" � entertainment industry celebrities. Leisure visitors from the ; world over are drawn to the area's cosmopolitan atmosphere, ° o chic restaurants, hip nightclubs, and world-renowned beaches. er -.= .ii4 There are more to 60,000 employees working daily in Miami 3 Beach, with over 30,000 of them in South Beach. These employees work in a variety of industries,with the largest being -'!!.-,,„1:.r--• ' Mum'eeKe the tourism/service industry. Employment in Miami Beach is primarily concentrated in the following industries: hospitality ,,;o 0 ;:.7 �Q (hotels, food, and beverage), health care, retail trade, and ,- ;: ,,,,,,'~�: ,;= construction/development. However, the fastest growing industry is the entertainment industry (fashion, film, music, internet, production,TV/cable. Miami Beach has positioned itself as a residential and recreational community for the downtown area, as well as working to continue its strong traditional tourist industry.There are numerous construction and revitalization projects initiated by public and private sector participation currently taking shape in Miami Beach. Access Local area accessibility is generally good, relying on the following transportation arteries: Local: Major north/south arteries are Ocean Drive, Collins Avenue, Washington Avenue, and Alton Road. The major east/west roads in the subject neighborhood are MacArthur Causeway (Fifth Street on the island),Venetian Causeway,and the Julia Tuttle Causeway.The subject has direct frontage on Alton Road. Public transportation in the neighborhood is limited to buses. Regional: The primary regional access is along Interstate 95, which lies approximately 5 miles west of the subject area and the Intracoastal Waterway. CUSHMAN&WAKEFIELD 31 Page 1235 of 1954 PROPOSED COLLINS PARK DEVELOPMENT LOCAL AREA ANALYSIS Collins Avenue, also known as SR-A1A, runs in a north/south direction.A1A starts at the tip of Miami Beach and runs along the US eastern seaboard(along the Atlantic Ocean in most areas). South Beach / Art Deco District South Beach contains the lanc-Lmark historical Art Deco District,the first 20th century neighborhood to be recognized by the National Register of Historic Places containing the finest collection of 1930s art deco resort and residential architecture found in the United States.The Art Deco District is a 60-year old, 17-block sector of hotels, apartment structures, retail,and office buildings.The Art Deco District is bordered by 23rd Street to the north, 6th Street to the south, the Atlantic Ocean and Ocean Drive to the east, and West Avenue to the west. The district contains about 800 structures of historic significance,the largest collection of Art Deco and Streamline Modern architecture in the world. Pastel-painted, mid-rise Art Deco hotels from the 1920s to the 1940s dominate the historic district. South Beach is also characterized by a mix of mid-to high-rise hotels and residential towers along the beach and on the east side of Collins Avenue.A mix of single-story retail stores and restaurants and low-rise residential buildings are located along the west side of Collins Avenue and on Washington Avenue. Artists and young families,executives and others who wish to locate in a unique area,near the ocean and downtown Miami, have rediscovered this area. The district is experiencing a great deal of restoration, renovation and redevelopment activity and is home to significant industries such as ashion and entertainment. Tr' " - umol Ocean Drive is the heart of South Beach, running north/south between _- ,,., 1st and 15th Streets, with the beach to the east and Art Deco hotels, .Aiiff!- Via ^ -- clubs, restaurants, shops, and condominiums lining its west side. North AiRE-t�� ji_I li=1 ;;;=-=-, of 15th Street,buildings are to ted directly on the ocean.There are more ,„ ,- ,_,; ;_` t than 15,000 hotel rooms located within South Beach along with dozens � z of sidewalk cafes. From a handful of eateries, a decade ago, the three- _ , ' _ -_ "" by-ten block area between Ocean Drive and Washington Avenue p == contains roughly 150 restaurants and clubs. Four blocks north, where Ocean Drive terminates at Collins Avenue,the Michael Graves-designed - Ocean Steps project was developed by Constructa, Inc. This mixed-use project contains 46,000 square feet of multi-story retail and restaurant uses, adjacent to a 104-unit luxurycondominium (II Villaggio) and the 99 ) • 16,000-square-foot II Villaggio Shops. Further north is the Anchor Shops, _= ' _`:= "I:='=,• located at the ground level ofl the 850-space parking garage across from _ 1=- r the Loews Hotel on Collins Avenue and 16th Street. Along the east side of Ocean Drive is the Ocean Front Auditorium and Art Deco Welcome Center, the beach, and the Atlantic Ocean. The auditorium offers 4,300 square feet of meeting space, plus a 473-square-foot stage available to rent for functions. The Welcome Center is the starting point for guided walking tours of the Art Deco District and its unique architecture.With exploding growth and increased traffic, insufficient parking is a problem in South Beach, and the city has addressed the issue by planning to build four new public/private parking facilities, with over 1,800 new spaces. Ocean Drive District The Ocean Drive corridor, from 5th Street to 15th Street, represents one of the original cornerstones of the overall Miami Beach tourist industry, where the majority of development occurred between 1925 and 1945. The overall design and appeal of the Ocean Drive corridor is regarded as a reflection of that period, of Art-Deco, Streamline Page 1236 of 1954 CUSHMAN&WAKEFIELD 32 PROPOSED COLLINS PARK DEVELOPMENT LOCAL AREA ANALYSIS Modern and Mediterranean Revival architecture with the addition of a tropical/nautical motif style to the overall structures. These architectural styles are noted throughout this area creating uniqueness to the area commonly known as the"Ocean Drive District". There are more than 15,000 hotel rooms located within South Beach, along with dozens of sidewalk cafes. From a handful of eateries, a decade ago, the three-by-ten block area between Ocean Drive and Washington Avenue contains roughly 150 restaurants and clubs. Collins Avenue The primary traffic artery of Mi mi Beach is Collins Avenue,known as"the Strip",which is also flanked by historical Art Deco buildings.Among then are:The Hotel,Franklin,Fairmont,the former Hoffman's Cafeteria(which became the Club Ovo and China Club), Haddon Hall, the St Moritz tower block, the Surfcomber, and Greystone—all built after the 1920s. Also, on Collins Avenue are three of the largest Art Deco hotels, built in the forties, the National, the Delano, and the Ritz Plaza. The streamlined structures and architectural detail are designed to recall 20th Century means of transport-rockets, submarines, and aircraft. Lincoln Road The Lincoln Road Mall was a littering shopping area in its heyday but fell upon hard times in the 1980s.The Mall now provides a large selection of stores and there is also a resurgence of restaurants,numerous small ethnic cafes, and art galleries. In addition,the 520-seat Colony Theater located in the Mall is used for theatrical presentations at night and conference and business presentations during the day. In 1997,the City of Miami Beach completed a$16 million renovation to the Lincoln Road infrastructure and exterior aesthetics including new landscaping,pavement designs and fountains.Lincoln Road has subsequently undergone a transformation from a local boutique shopping strip to a high-traffic, outdoor commercial retail strip with an increasing number of national credit tenants. These tenants include The Gap, Victoria's Secret, Pottery Barn, Williams-Sonoma, Mayor's Jewelers, Starbucks, and Banana Republic. These new tenants add to the neighborhood's image as a major cultural and recreational center. Tourism and Visitation The reopening of the long-shuttered Miami Beach Convention Center and return of Art Basel in 2018, stimulated demand to Miami Beach,that iad faltered while the convention center was closed. RevPAR spiked by 17.9 percent over the previous year. Furthermore, the coming of SuperBowl LIV in February 2020 broke performance records for Miami hotels, including in South Beach. During this event, Miami Beach posted the most expensive average daily rate at$923.74,while occupancies stayed in excess of 90.0 percent marketwide. In contrast,by March 2020,the negative effects of the coronavirus pandemic were felt within the Miami Beach hotel industry.By March 23rd,2020,Miami Beach hotels were required to close by the Governor to aid in social distancing, and only allowed to re-open as of June 1st, 2020. Although new coronavirus cases and in-place government restrictions continue to depress performance at local hotels, there are indications of a rebound beginning due to pent-up leisure demand to the area. In an attempt to drive RevPAR, hotel management has been discounting rates to increase occupancy,while pushing rates as much as possible during the summer months and strong weekends, such as the fourth of July. Overall occupancy as of July 2020 in Miami Beach was 54.8 percent (an approximate 30.0 percent decline year-over-year),while average rate was$341.62—an increase of 21.0 percent year-over-year (however,this includes the unprecedented rates achieved during the SuperBowl). Page 1237 of 1954 CUSHMAN&WAKEFIELD 33 PROPOSED COLLINS PARK DEVELOPMENT LOCAL AREA ANALYSIS Although the full impact of the pandemic remains unknown, market participants believe the impacts are temporary and anticipate that occupancy and rate will continue to rebound in the near term, especially once a vaccine is released. It is anticipated that occupancies will return to normal levels in 1-2 years in Miami Beach,with normalized average rates following thereafter. Demand Drivers In addition to the beaches, nightlife, and sunshine, Miami Beach also has several other demand generators and annual events that provide ariple lodging demand. Large events that induce lodging demand include Art Basel, Art Deco Weekend, South Beach Food&Wine Festival, South Beach Comedy Festival, Fashion Week, Festival of the Arts,the Auto Show and numerous events at the Miami Beach Convention Center. Miami Beach Convention Center Many of the City's central attractions cluster around the Miami Beach Convention Center at 18th Street and Washington Avenue. In January 1990, a $92 million expansion of the center was completed that expanded the building to over 1.1 million square feet, including 500,000 square-feet of exhibition space and 150,000 square-feet of meeting space. The convention center closed again in 2015 for a three-year, $620 million renovation that encompassed the addition of 63,000 square-feet of space(including five ballrooms;one of which measures 60,000 square-feet and another with a glass rooftop for VIP events), 10 new meeting rooms, LEED Silver certification,and a striking, new exterior look-a collaboration between Fentress Architects and Arquitectonica that uses more than 500 giant fins of aluminum and glass to create an undulating facade, reminiscent of a rolling ocean wave. The facility now totals 1.43 million square feet.Over 30 conventions are already booked. Officials are anticipating the renovation and reopening of the convention center will boost Miami-Dade's$26 billion tourism industry, helping it to grab a greater share of the U.S. meetings industry, which generated $325 billion in 2016, according to an economic significance study by Oxford Economics. An 800-room headquarters hotel is also planned for the convention center, to be built on an adjacent, city-owned parcel of land. This would help the convention center to achieve its goal of 28 city-wide conventions per year. Currently adjacent to the Convention Center is the Jackie Gleason Theater of the Performing Arts(TOPA)and the Miami Beach Garden Center. Miami International Au o Show The Miami International Auto Show has been a staple event held at the Miami Beach Convention Center for more than 40 years. The event spans a ten-day period in November and sees upwards of 650,000 attendees.This auto show is recognized as of the largest and most prestigious auto related events in the U.S. The event typically showcases more than 40 new vehicles from manufactures around the world and over 1,000 vehicles in total. Art Basel Art Basel is an international art fair held in each June in Basel, Switzerland,the event is also held each December in Miami Beach as a sister event to the Swiss festival.The event provides large public works of art as well as gallery and exhibits of local and international artists and hosts high-end parties and functions with A-list celebrities. Art Basel Miami has been held annually since 2002; the city-wide event has surpassed the original Swiss event in terms of size and popularity. `n 2010,the festival attracted nearly 40,000 attendees, and in 2013 the event grew to more than 72,000 in attendance; by 2016, total attendance was in excess of 77,000 visitors; and over 80,000 attended in 2018. With the Miami Beach Convention Center reopening, Art Basel has returned to Miami Beach as of 2018 (where it had its first show back in 2002)and has signed an agreement to remain at the venue until at least 2023. Page 1238 of 1954 CUSHMAN&WAKEFIELD 34 PROPOSED COLLINS PARK DEVELOPMENT LOCAL AREA ANALYSIS Art Deco Weekend The Art Deco Weekend community festival entered its 41st year in 2018. The three-day event is presented by the Miami Design Preservation League, and celebrates the architecture, preservation, education, history, advocacy, art, culture and entertainment. The annual festival draws roughly 150,000 attendees and offers more than 85 educational events,tours, performances, and kids' activities. South Beach Food &W'ne Festival Sponsored by the Food Network and Cooking Channel, this five-day destination event draws more than 65,000 guests. This event originally began as a one-day event at the Florida International University Biscayne Campus and grew to become a signic fiant annual demand driver for the local market. The 17th Annual event was held in February 2018 and featured internationally renowned talent and leaders of the hospitality industry at uniquely crafted events showcasing world-class wine, spirits, food, and fun. Conclusion The general trend of the local area has been one of redevelopment,renovation,and growth.Since the early 1990s, the desirability of the area has been enhanced greatly. South Beach has become a world-renowned destination for its beach, shopping, dining, a tertainment, and business amenities, and is considered one of the most desirable locations in North America. Tie reopening of the Miami Beach Convention Center bodes well for the area in the long term—with increased jobs,increased city revenues and recognition(as more city-wide events take place),and increased performance at local hotels, restaurants,and retail uses. On balance, the outlook for tE a subject neighborhood is that of an fundamentally good market; however,we have considered that this may be affected in the near term (over the next year or two) due to the effects of the current coronavirus pandemic(of which there is currently no general consensus on the depth or timeframe of these effects). Overall,we are optimistic abo{lt the subject's neighborhood's long-term growth and relative stability,although there may be near term disruptions due to the Covid-19 pandemic,particularly for hotels and retail space,which has been affected the greatest to-date by the pandemic. Page 1239 of 1954 CUSHMAN&WAKEFIELD 35 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS National Apartment Market Analysis Introduction Overview Prior to the current market disruption brought on by the Covid-19 pandemic,the U.S.economy had officially begun its eleventh consecutive year of growth in the second half of 2019;a new record for the longest economic expansion in history. Economic growth of market expectations during the fourth quarter of 2019, and the unemployment rate hit a 50-year low as it sits at 3.5%.As the economy moved closer to full employment in what many viewed as late-cycle growth, the uncertainty of the global economy had raised the fears of a recession. During the year, American consumers continued to profit from the expansion, despite the threat of possible recession.The Federal Reserve cut interests rates for the third time in 2019 as a means of shielding the U.S.economy from global slowing. Additionally, payroll employment rose by 2.1 million in 2019, falling short of payroll employment gains in 2018, at 2.7 million,according to the Bureau of Labor Statistics. The expansion of jobs and wages, as well as the availability of comparably cheap mortgages and increases in residential construction, have led to a growing number of home purchases and all-time high home prices.New U.S. single-family home sales in J ne 2020, at a seasonally adjusted annual rate of 776,000, rising 6.9% year-over- year, according to the Department of Housing and Urban Development. As of May 2020, prices as measured by the S&P/Case-Shiller NationaHome Price Index climbed 4.5%year-over-year.The expansion of employment and wages, mixed with the price growth in the housing market and lower residential sales, will offer an opportunity for growth in the apartment sector over the near-term. According to the Census Bureau for Housing Data, more households are headed by renters than at any other point since 1965. House prices continue to climb forcing individuals and families, especially young adults, into the apartment market. In February 2020, 84% of those surveyed by Freddie Mac say renting is more affordable than homeownership,up 17 percentage points from February 2018.With mortgage rates near historic lows,both renters and homeowners are interested in taking advantage of low rates in the next several months. In fact,40%of renters plan to purchase a home given current interest rates.The biggest concern for the industry is supply,as completions have outpaced demand in each of the past five years and the industry is expected to see more supply over absorption through the five years to 2024, according to estimates from Reis, Inc. Despite this worry, favorable demographic trends and an improving economy continues to largely benefit the rental sector. Strong demand for the apartment market will maihtain its recent gains for the foreseeable future and the apartment sector still remains as the most heavily transacted sector in the U.S. Even still, apartment property prices are rising and outpacing all other property types, except for the industrial sector, in terms of price growth during the year. National Apartment Market Statistics Vacancy and Asking Rnt Strong absorption levels since 2010 resulted in a drop in overall vacancy rates, a trend that continued in the following years. Occupancy levels caused developers to add large quantities of supply to the market over recent years.As completions surpassed net absorption for the sixth consecutive year in 2020, the market's vacancy rate dropped ten basis points yeac--over-year, to 4.7% at year-end 2019. Many feared that rent growth would suffer as a consequence of apartment volume and increasing vacancy rates, but this has not been the case. Between 2015 and 2019, average asking rates increased by 18.7% In second quarter 2020, 24,577 units were absorbed, behind the 37,995 units that were completed during the previous quarter. Halfway through 2020, overall net absorption was 57.7%below absorption in 2019, according to CUSHMAN&WAKEFIELD 36 Page 1240 of 1954 PROPOSED COLLINS PARK DEVELOPME(VT APARTMENT MARKET ANALYSIS data from Reis, Inc. Reis, Inc. forecasts positive net absorption will further in 2020 to approximately 261,851 units. Net absorption is then projected to observe a general slowdown through 2024. The five-year average from 2015 through 2019 saw approximately 204,615 units being absorbed annually, while the five-year annual absorption average from 2020 through 2024 is projected at 152,267 units per year. At the end of second quarter 2020,the market's average asking rents, at$1,497 per unit, have continued to climb. Going forward, Reis, Inc. anticipates that the apartments market's vacancy rate will climb over the next five years, due to high levels of supply. Despite this, Reis, Inc. projects that the average asking rent will reach to$1,552 per unit by the end of 2024, representing an increase of 3.6%from 2019. The following graph displays historical and projected vacancy and asking rent between 2009 and 2024: OVERALL VACANCY RATE &OVERALL ASKING RENT BY YEAR NATIONAL APARTMENT MARKET 2009-2024 Forecast $1,640 X ---- 8.5 00 .�.4*ry llo7 �r.crt.R.G 518,.5013 f� I$1142 8.0 time sips $tstz 7.5 51.400 SIMS s�eu at�so situ $ 51.300 a sun I I 1 1 1 1 4 16.5 :1,200 11111M111.1.111111"1 I I I I I I 16$ / $1100 �it.lo� e>_r� 1 1 1 1 1 1 15.0 51.000 , ><L� I I ! I I I l I l l l It 4,5 5900 1 1 I: 1 1 .= 1 I I I I I I I I 14 0 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020;2021 2022 2023 2024 02 $0woe ci Z020 Res.Inc Pmted vte the pecrniseon of flus.Ire.NnOttitelenieti. Note:Data net des Classes ABC.ConvIlenve40.ta*its{e sept CA&AZ 20. National Apartment Investment Sales Market Overall Capitalization Rates Both the PriceWaterhouse Coopers (PwC) Real Estate Investor Survey and the National Council of Real Estate Investment Fiduciaries(NCREIF)methodologies offer unique perspectives on capitalization rate trends.The PwC Real Estate Investor Survey calculates its data based on a personal survey of major institutional equity real estate market participants. In contrast, NCREIF looks at data from appraisals included in their benchmark property return index.The index contains qua`terly performance data for unlevered investment-grade income-producing properties, which are owned by, or on behalf of,exempt institutions. The PwC Real Estate Invest&Survey and NCREIF data demonstrates how capitalization rates(OAR)soar during an economic downturn.The nsk associated with apartment buildings in 2009 pushed the OAR to 8%, according to PwC. OAR has dropped asi the economy has stabilized, at the end of second quarter 2019, the average capitalization rate dropped slightly from a year ago to 5.1%. Roughly 55% of the surveyed investors noted that current market conditions do not specifically favor buyers or sellers. However, given the historically low average capitalization rates,the other 44%of those surveyed claimed it remained a seller's market. At the end of second quarter 2020,the PwC Investor Survey reported the average capitalization rate for apartment properties, at 5.2%, dropped five basis point above the average cap rate recorded in the previous quarter, after falling five basis points from second quarter 2019. According to NCREIF,the overall capitalization rate, at 4.2% in second quarter 2020, dropped 11 basis points previous quarter and fell 16 basis points the year prior. Despite CUSHMAN&WAKEFIELD 37 Page 1241 of 1954 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS displaying distinct rates,similar trends are usually evident in both the PwC Real Estate Investor Survey and NCREIF data. Even with the difference in the quarterly data, both surveys suggest that capitalization rates are well below what they were nine years ago.This emphasizes investors'positive sentiment toward the apartment market. The following graph reflects historical trends for national apartment market OARs, per PwC: HISTORICAL APARTMENT OVERALL CAP RATES 8.5% 8.0% 7.596 co 7.096 N 6.5% 6.0% 5.5% 5.096 O 0 0 O .- r •- N N N N M M M M • f CT r0 rn 10Nr1t0 c0 /0 0 A A A n CO CO CO ra W CO T M N N N M N M O N M Q N M 4 N M N M 4 N M f N M N M O N M f N 5 0 o O 5 0 0 0 0 0 0 0 5 0 o 0 5 o o 0 o o 0 0 5 0 o 0 5 0 0 0 5 0 0 0 5 0 0 0 5 0 Source: PwC Real Estate Investor Survey The following graph reflects national historical cap rate trends as reported by NCREIF: HISTORICAL APARTMENT OVERALL CAP RATES 65 60• 55 O 50• 45 40 . . . . . . . . . , . . . . . . . . . . . . . . 0' ,0O, ``O, ,10, A1 '0� ,y0^ 60� OCA 1e 'LD 'L0 1� 10 1� 1� 1 1 1 7� Source.NCREIF.the numbers represent equal weighted cap rate Sales Volume Through second quarter 2029 sales volume in the apartment sector totaled $55 billion, falling 36% in a year-over- year sales comparison.According to Real Capital Analytics, mid/high-rise transactions dropped 70%from second quarter 2019. Garden-style apartment community's transactions are down 71% in a year-over-year comparison. Total apartment sales volume returned to prerecession levels in 2013 and grew through 2016,when sales volume set a new high. In 2017, sales volume for the national apartment market declined on an annual basis for the first time since the economic expansion began. A total of roughly 8,000 properties transferred for $153.9 billion, CUSHMAN&WAKEFIELD 38 Page 1242 of 1954 PROPOSED COLLINS PARK DEVELOPMEVT APARTMENT MARKET ANALYSIS representing a 3.5%drop on art annual basis. Investors were mindful of the recent interest rate increases and aware that further potential hikes were on the horizon. During second quarter 2020, apartment volume fell 70% in a year-over-year comparison as COVID-19's impact sidelined investors in the apartment sector. Deal volume for the quarter totaled $13.9 billion and deal volume is falling faster in the apartment sector than any other property type.Of the assets that did transact, 59%were located in Non-Major Metros,the highest level of investment outside the major metros for any second quarter period. The following graph reflects national apartment historical sales volume for both garden and mid/high-rise properties from 2009 through June 2020, as surveyed by RCA: NATIONAL APARTMENT HISTORICAL SALES VOLUME 2009.2020 YTD $200.0 a GSM •1441-10.iee $160.0 r S6S.4 S529 S'+4.1 so 4 m 5120-0 , I$41I m , � :1 0 580.0 S{i.o s ' I I IS1? I0518b0U13 m 31a.ti994, I.- S12.4 , 1 Ii 50-0 2009 2010 12011 2012 2013 2014 2015 2016 2017 2018 2019 02 2020 Source:Real Capital Analytics Average Sales Price per Unit The average price per unit has steadily increased over the past few years. As the market recovered, the value of the average apartment appreciated, however a portion of apartment units that were sold following the financial crash were distressed assets, limiting price growth. Over the last five years there has been a decline in distressed assets that are available fo�- purchase. This has led to escalating prices alongside an increasingly strong appreciation for mid-and highs-rise properties in primary and secondary markets. Through second quarter 2020, the price per unit for garden properties was $137,581 and the mid/high-rise price per unit, at a weighted aver‘ of$260,057 per unit during the same time period. At the end of second quarter 2020, the average price per unit for all apartments, at$162,818. The average price per unit in the six major metro markets sits at$290,858 per Unit while the non-major metro markets average price per unit comes in at$146,077 per unit. CUSHMAN&WAKEFIELD 39 Page 1243 of 1954 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS The following graph reflects the national apartment's weighted historical averages for price per unit as surveyed by RCA: NATIONAL HISTORIICALAPARTMENTAVERAGE PRICE PER UNIT 2009-2020 YTD $300,000 $250,000 a 0. $200,000 o_ $150,000 CD $100,000 X__ $50,000 - • -• ---i_...-. - , 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Source:Real Capital Analytics The Moody's/RCA Commercial Property Index The Moody's/RCA Commercial Property Price Index(CPPI) is an advanced repeat-sale regression analytic used to measure price changes in U.S. commercial real estate. The analysis allows for a timely and accurate picture of U.S.commercial property price trends.The Index uses transaction data sourced from Real Capital Analytics(RCA) and a methodology developed by a team headed by MIT Professor David Geltner working in conjunction with Moody's and RCA. Several characteristics quali property sales data for inclusion in the CPPI: • The minimum value of a sale for inclusion is$2.5 million. • Each sale must be a valid arms-length transaction. Foreclosures and other non-market transactions are excluded. • A minimum of 12 months between sales is necessary to control against"flips." • Neither of the sales in a pair can represent a material change in property use or size. A transaction is excluded if the annualized return is less than negative 50% or greater than 50%. This restricts the inclusion of erroneous reports, major rehab projects,and partial sales or otherwise flawed data. The national index for all properties at the end of second quarter 2020 was 140.1,an increase of 3.6%from second quarter 2019.The apartment CPPI has increased by 7.1%in a year-over-year comparison. CUSHMAN&WAKEFIELD 40 Page 1244 of 1954 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS The following graph displays the Commercial Property Price Index from 2010 through June 2020: MOODY'S/REAL COMMERCIAL PROPERTY PRICE INDEX NATIONAL AGGREGATE &NATIONAL APARTMENT 210 -Aparv*Mt Name f A' cce,ty 190 170 150a. 130 110 90 70 50 I , , 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Source. Moody's/REAL: 'National Aggregrate reflects data as of April 2020 Major and Non-Major Apartment Property Index Moody's major markets include the six metropolitan areas of: Boston; Chicago; Los Angeles; New York; San Francisco; and Washington D.C.,which are often referred to as gateway markets.These markets reflect significant differences in liquidity, when compared to other markets in the United States, as they attract capital from global investors and account for more than half of the U.S.total sales volume. Therefore, apartment properties located in one of the six major markets usually have a higher CPPI value than that of non-major markets. The CPPI value for apartment properties in major markets reached its previous cyclical peak,at 112.5,in December of 2007, and only declined 19.5% to its trough of 90.6 in December 2009. Since then, the CPPI value for major market apartment buildings has not only recovered, but significantly surpassed the value lost during the economic recession. As of second quarter 2020, the CPPI value for apartment buildings in major markets reached 189.8 representing a 68.7% increase over its previous cyclical peak. The CPPI value for non-majo l apartment complexes reached its peak of 103.2 in June 2007,only to decline 37.9% to a trough of 64.1 in early 2010. Naturally, price appreciation started off slow in non-major markets as investors focused on the aforementioned gateway markets. However, apartment properties in non-major markets have surpassed their previous high value by 79.9%,with an index value at 185.7 as of second quarter 2020. CUSHMAN&WAKEFIELD 41 Page 1245 of 1954 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS The following graph displays the Commercial Property Price Index for major and non-major markets over the last decade: MOODY'S/REAL COMMERCIAL PROPERTY PRICE INDEX MAJOR, NON-MAJOR&NATIONAL APARTMENT 225 pr Apt -Non4AaprApt 200 175 150 125 100 - 75 50TTTTITTTTTI1IT . T '` `y O• d� C> O� dNOry o- a� aN 0- dN C> 0- O> c3N dr, dN 3 N e eO�� O�� O�`1, Doti Ory e e e e e e e 01 61P.t. ti , ti ti ti ti r e ti ti ti ti 9 ti ti 9. 9, f ti ti Source: Moodys/REAL; *National Aggregrate reflects data from 2009 through first quarter 2020 COVID-19: The reader should note the forthcoming market information heavily relies on the most recent available published data sources.As data often labs,the information may not be entirely representative of the current market conditions, nor may it take into account various potential market impacts with regards to the COVID-19 pandemic.The analysis component focusing on historiical data is important to illustrate the market trends as they were occurring up to the point of disruption. Now that we are in various stages of reopenings around the country, information and data may be somewhat inconsistent and difficult to interpret properly. In other sections of the report we will discuss the effects and impacts on the market and subject property in as much detail as possible. With that said, here are a few important points to consider: • The COVID-19 pandemic resulted in shutdowns of non-essential businesses, significantly disrupting business. This resulted in a sharp unemployment spike that is expected to negatively impact most businesses in the near- term. • The commercial real estate sector is not the stock market. It is slower moving and leasing fundamentals do not swing wildly from day to day. While the economy is reopening, it is still struggling to gain its footing, and this will have feed through impacts on real property. • The outbreak has also prompted a flight to quality, driving investors into bond markets, where lower rates are creating more attractive debt/refinance options. • Right now, most economists are expecting conditions to improve as the economy reopens, however, concerns about a second wave in the fall linger. CUSHMAN&WAKEFIELD 42 Page 1246 of 1954 PROPOSED COLLINS PARK DEVELOPMINT APARTMENT MARKET ANALYSIS • The global pandemic has affected the national apartment market and landlords and renters are wondering where the rent will be coming from over the next several months.Through July 27, 93.3%of rental households paid either full or partial rental payments, according to the National Multifamily Housing Council (NMHC).This is a two percentage point decrease from the share who paid rent through July 27,2019 and compares to 94.7% that had paid by June 271 2020.The NMHC believes that rent collection rates could drop in response to the shutdown of the U.S. economy. • The Federal Housing Finahce Agency moved to protect multifamily owners and tenants in response to the novel coronavirus.Apartment la dlords with government-backed mortgages can avoid foreclosure if they do not evict tenants, and the order applies to Fannie Mae and Freddie Mac mortgage companies, which will extend mortgage forbearance to 1 any landlord negatively affected by the coronavirus national emergency. Several states and local governments have put temporary eviction moratoriums in place during the pandemic. • The United States' coronavirus multifamily loan forbearance programs has seen the number of borrowers looking for support continue to increase. Fannie Mae and Freddie Mac have created three additional forbearance options to assist multifamily borrowers during the COVID-19 pandemic. The options include delaying the start of the repayment period following forbearance, an extension of the repayment period and an extension of the forbearance period with an optional extended repayment period. National Apartment Market Summary The national apartment market has been hurt by the ongoing COVID-19 pandemic. Transaction volume in the national apartment sector is down 70%when compared to second quarter 2019 and investors focused on smaller assets this quarter.The average property trading included 109 units during quarter, under the long term average of 171 units. Additionally, investors are planning to invest in markets with limited exposure to the tourism and entertainment sectors during the health crisis, according to the PwC Real Estate Investor Survey. Further, the COVID-19 pandemic does not seem to be going anywhere and is likely to persist through the end of the year. The uncertainty surrounding the coronavirus has caused full or partial rental payments to drop over the last few months.With the unemployment benefits and other government support having expired at the end of July in most states, Congress will need to strategize about how to handle and distribute supplemental benefits. Lawmakers have proposed a knew coronavirus relief bill,but both parties are far apart from making a deal.Through the near-term,the COVID-19 pandemic will continue to play a role in the national apartment market as the economic impact from the coronavirus puts pressure on both renters and landlords. Following are notes regarding the outlook for the U.S. national apartment market: • Construction levels poses localized risk in several markets that have ramped up development. The number of new developments breaking ground and coming to market will increase in the next year and likely surpass the rate at which units can ble absorbed, particularly in metros with a high concentration of new, expensive infill product. • Home ownership levels ere at lows only matched in the 1960s and it is anticipated that will be the case for the foreseeable future.Concerns could arise if the millennial generation start to trend toward houses in the suburbs rather than walkable urban areas. It is worth noting that this generation grew up in the middle of the housing bust which may have affected a general view of home ownership. • Mortgage rates have hit historic lows and it is worth noting that renters and homeowners could take advantage of the low rates over the next several months. 40% of renters plan to purchase a home given current interest rates,according to Freddie Mac. Page 1247 of 1954 CUSHMAN&WAKEFIELD 43 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS • With the shutdowns of non-essential businesses,construction has slowed across the United States and in some metro areas construction has come to a full stop. Expect apartment deliveries to be pushed back until construction can resume.At this time, it is too difficult to speculate how long the delays will last. • Major cities in the United States plan to utilize rent controls in order to combat the problem of affordable housing in 2020. Rent controls have been established in New York, California and Oregon already and other major markets are pondering the idea to ease rising rental costs. The National Apartment Association believes that the solution should not be rent controls as they have devastating effects on the current stock available. • The overall capitalization rates have remained steady over the last five years and the market has experienced a positive response to the recent interest rate hikes.Accordingly, investors'appetite for value-add opportunities and properties in secondary and tertiary markets should escalate, as they continue to search for higher yields. • Overall,the national apartent market remains healthy, underscored by steady absorption and stabilized rent growth. Oversupply could esult in slower rent growth over the next five years; however, demand will continue, and rent is expected to increase 3.1%on an annual basis from 2020 through 2024, according to Reis, Inc. To summarize,the apartment market should remain one of the top choices for investors. CUSHMAN&WAKEFIELD 44 Page 1248 of 1954 PROPOSED COLLINS PARK DEVELOPME VT APARTMENT MARKET ANALYSIS Miami-Dade Apartment Market Overview Introduction Data for the analysis of the Miami-Dade-Dade Apartment market is provided by Reis, Inc., a leading provider of multifamily and commercial real estate market information since 1980. Their proprietary database includes trends, forecasts,news and analyses¶or approximately 200,000 multifamily and commercial properties in 232 metropolitan markets(4 property types multiplied by 58 metropolitan areas)and roughly 2,500 submarkets. Current and historical figures are compiled by highly qualified industry analysts. Surveyors, as they are called, are responsible for gathering infomation on property availabilities, rents and lease terms, etc. by directly contacting owners, managers and leasing agents. Projected data is calculated using a suite of economic forecasting models developed by The Economic Research Group, a team led by Ph.D. economists. Reis' data are released on a quarterly basis, and is widely recognized as a fundamental tool for appraisers throughout the country.The subject is located in the South Beach I Miami Bayshore submarket. Submarket Snapshot As of third quarter 2020 the Miami-Dade-Dade Apartment market contains 142,453 rental units in 643 buildings, located in thirteen submarkets. Miami is the largest submarket, with 16.1 percent of the region's total inventory. Kendall West is the smallest submarket, comprising 3.1 percent of total inventory. The following table presents the geographic distribution of inventory in the area, along with other statistical information for the most recent quarter. Geographic Distribution of Inventory`_ " - No. Inventory, y % Vacancy Free Rent Asking Rent Submarket Bldgs (Units) Total Rate(%) ( Months) ($/Month) Miami Lakes 26 7,427 5.2% 2.5 0.4 $1,312 North Dade 52 11,695 8.2% 4.2 0.6 $1,231 N Miami Beach/Bal Harbour/Golden Beach 50 9,428 6.6% 4.6 0.6 $1,817 Hialeah 27 5,233 3.7% 3.9 0.0 $1,240 Opa-Locka/Brownsville 37 4,898 3.4% 3.1 0.3 $960 North Miami/Bayshore 55 8,883 6.2% 5.0 1.0 $1,171 South Beach/Miami Bayshore 79 18,773 13.2% 9.7 0.7 $2,486 Miami 87 23,006 16.1% 12.9 1.4 $1,822 Airport West 67 18,906 13.3% 7.4 0.9 $1,522 Kendall East/Coral Gables 55 8,415 5.9% 8.9 0.7 $1,819 Kendall West 21 4,416 3.1% 1.9 0.1 $1,460 Kendall Lakes/Hammond 46 13,065 9.2% 6.2 0.6 $1,409 South Dade/Homestead 41 8,308 5.8% 8.2 0.6 $1,181 Market Total 643 142,453 100.0% 7.3 0.6 $1,616 Source: ©Reis,Inc.2020 Reprinted with the permission of Reis,Inc. All Rights reserved. As of third quarter 2020, the overall vacancy rate for the region was 7.3 percent. Miami has the highest vacancy rate of 12.9 percent,while Kendall West has the lowest vacancy rate of 1.9 percent.The subject's Miami submarket has a current vacancy rate of 9.7 percent. The average quoted rental rate for all types of space within the region is$1,616 per month. South Beach/Miami Bayshore has the highest average rent of$2,486 per month. Conversely, the lowest rents are achieved in Opa- CUSHMAN&WAKEFIELD 45 Page 1249 of 1954 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS Locka/Brownsville at$960 per month. The subject's Miami submarket has an average asking rental rate of$2,486 per month. In addition,free rent concessions are prevalent within the market and range from 0.0 to 1.4 months. Supply Analysis Vacancy Rates The vacancy rate for the Miami-Dade-Dade region currently stands at 7.3 percent for third quarter 2020, which is up from year-end 2019 when vacancy was 6.6 percent. Reis projects that vacancy rates will decrease over the near term from an average of 7.9 in 2020 to 6.5 in 2024. The subject submarket is underperforming the market as a whole, with a current vacancy rate of 9.7 percent. Vacancy rates are projected to decrease over the next few years from 10.1 in 2020 to 6.9 in 2024. The following table presents historical vacancy for the region and subject submarket. 1 Historical and Projected Vacancy Rates Miami-Dade South Beach/Miami Bayshore • Year Class A Class BIC Total Class A Class B/C Total 2015 6.4 3.1 4.2 8.5 4.1 5.3 2016 8.5 3.6 5.3 4.2 4.9 4.7 2017 8.2 3.5 5.2 5.2 4.7 4.9 2018 9.9 4.4 6.5 14.7 9.2 11.1 2019 10.0 4.3 6.6 11.0 5.0 7.2 r ORTAAVIC 2020 --- 7.9 --- -- 10.1 2021 -- --- 8.8 --- - 8.6 2022 --- 7.9 --- -- 7.7 2023 - -- 7.1 --- -- 7.1 2024 --- - 6.5 -- - 6.9 Source:Reis,Inc. Note:Reis does not diffe'entiate between space that is available directly from the landlord or as a sublease. Any space that is available immediately for leasing(i.e.within 30 days)is considered vacant by Reis'standards. As shown, Class A properties within the region are experiencing higher vacancies than the market as a whole at 11.7 percent, and Class B/C properties are experiencing lower vacancies of 4.2 percent. Within the South Beach/Miami Bayshore submarket, Class A properties are experiencing higher vacancies than Class B/C properties. Construction Completions The Miami-Dade-Dade Apartment market experienced an annual average of 24,100 units completed between 2015 and 2019 or an average of 4,320 units per year. Over the next five years, Reis projects that an additional 16,129 units will be added to the Miami-Dade market. Between 2015 and 2019,the Miami submarket experienced new construction of 2,837 units, or an average of 567 units per year. This accounts for approximately 11.8 percent of the region's total completions. Over the next five years, Reis projects that an additional 5,828 units will be added to the Miami-Dade submarket. Page 1250 of 1954 CUSHMAN&WAKEFIELD 46 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS The following table presents historical inventory for the region and subject submarket,as well as future projections. Historical&Projected Inventory(Units) Miami-Dade South Beach/Nam'Bayshore - Year. Inventory Completions Inventory Completions %Total 2015 119,189 3,105 16,653 717 23.1% 2016 123,659 4,470 17,150 497 11.1% 2017 127,951 4,292 17,325 175 4.1% 2018 134,525 6,574 18,146 821 12.5% 2019 140,184 5,659 18,�773, 62p7 11.1% tS 2020 145,664 5,480 19,069 296 5.4% 2021 150,656 4,992 19,477 408 8.2% 2022 153,697 3,041 19,846 369 12.1% 2023 155,557 1,860 20,095 249 13.4% 2024 157,098 1,541 20,335 240 15.6% 2015-2019 Total Completions 24,100 2,837 11.8% Annual Average 4,820 567 Source:Reis,Inc. Demand Analysis Rental Rates As shown in the following chart, average asking rents for the region have been trending upward, from an average of$1,310 per month in 2015 So an average of$1,682 per month in 2019, indicating a compound average growth rate (CAGR) of 6.4 percent. As of third quarter 2020, average asking rents dropped to $1,616 per month. Over the past few years, concessions have been rising and currently stand at 6.3 percent of face rents. Over the next five years, average asking rents are expected to increase from $1,613 per month in 2020 to $1,699 per month in 2024. Average asking rental rates in the Miami submarket ranged from an average of$2,027 per month in 2015 to an average of$2,727 per month in 2019, demonstrating a CAGR of 7.7 percent. As of third quarter 2020, average rents dropped to$2,486 per month. Over the next five years, average asking rents are projected to increase from $2,482 per month in 2020 to$2,624 per month in 2024. Concessions currently stand at 5.4 percent of face rents. The following table presents historical and projected average asking rental rates for the region and submarket. Historical and Projected Average Asking Rental Rates I South Boachatiatlll Banshee Asking Rent$/Montlt % Concessions Asking Rent$lMandt % Concessions • Year Clans A Class BIC 1 Total Eff Rent Change %Face Rent Class A Class BIC :'TotalEff Rent Change. %Face Rent 2015 $1,666 $1,145 $1,310 $1,266 4.7 3.4 $2,765 $1,727 $2,027 $1,975 4.1 2.6 2016 $1,756 $1,174 $1,372 $1,321 4.3 3.7 $2,754 $1,717 $2,038 . $1,986 0.5 2.6 2017 $1,854 $1,258 $1,474 $1,415 7.1 4.0 $2,961 $1,843 $2,197 $2,130 7.2 3.0 2018 $2,037 $1,324 $1,602 $1,522 7.6 5.0 $3,526 $2,056 $2,567 $2,466 15.8 3.9 2019 $2,098 $1,391 $1,682 $1,578 3.7 6.2 $3,663 $2,179 $2,727 $2,572 4.3 5.7 :.:- 2020 - - $1,613 �c $1,510 -4.3 6.4 - - $2,482 $2,345 -8.8 5.5 2021 - - $1,597 $1,494 -1.1 6.4 - - $2,458 $2,325 -0.8 5.4 2022 - - $1,621 $1,519 1.7 6.3 - - $2,497 $2,369 1.9 5.1 2023 - - $1,658 $1,553 2.2 6,3 - - $2,558 $2,429 2.5 5.0 2024 - - $1,699 $1,595 2.7 6.1 - - $2,624 $2,501 3.0 4.7 CAGR 5.93% 4.99% I 6.45% 5.66% 7.28% 5.98'/ 7.70% 8.83% CUSHMAN&WAKEFIELD 47 Page 1251 of 1954 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS Absorption Absorption measures change in the level of occupied space in a geographic region over a specific period of time. Absorption is not a measure of leasing activity. It reflects increasing, stable or decreasing demand for space. If the level of occupied space increases from one period to the next, demand has increased. If no change has occurred, demand is stable. If the level bf occupied space is lower, demand has decreased.All things being equal, positive absorption lowers vacancy rates and negative absorption increases vacancy rates. A newly constructed building that enters the marketplace vacant will adversely affect the vacancy rate but have no bearing on absorption since it has not altered the level of occupancy. Over the past few years, new construction within the region has outpaced absorption levels. As shown in the following table, an annual average of 24,100 new units were completed in the Miami-Dade-Dade region between 2015 and 2019, while 19,451 rew units were absorbed. As of third quarter 2020, a total of 1,208 new units were completed, while 310 new units were absorbed. This resulted in a rise in vacancy from 6.6 percent in 2019 to the current vacancy rate of 7.3 percent. Over the next five years, Reis projects that construction figures will outpace absorption(new construction i ill total 16,914 units, and absorption will total 16,007 units). New construction within the Miami submarket has outpaced absorption levels,resulting in increased vacancy rates. Between 2015 and 2019, a total of 2,837 new units were completed,while 1,942 new units were absorbed. Over the next five years, Reis projects that 5,828 units will be added to the market,while 1,505 will be absorbed. The following table presents historical and projected absorption levels for the region and subject submarket. Historical and Projected Net Absorption(units) - Miami-Dade... South BeachlMlami Bayshore Year Class A Class BIC Total. Completions Class.A Class BIC Total Completions 2015 2,421 387 2,808 3,105 240 46 286 717 2016 2,993 (92) 2,901 4,470 680 (103) 577 497 2017 4,072 132 4,204 4,292 111 23 134 175 2018 4,704 (311) 4,393 6,574 179 (525) (346) 821 2019 4,796 349 5,145 5,659 795 496 1,291 627 2020 --- 3,341 5,480 -- --- (278) 296 2021 -I- --- 3,186 4,992 - --- 659 408 2022I- --- 4,109 3,041 - -- 518 369 2023 -�- --- 2,993 1,860 - --- 340 249 2024 7- --- 2,378 1,541 - --- 266 240 2015-2019 Total Absorption 18,986 465 19,451 24,1001 2,005 -63 1,942 2,837 Annual Average 3,797 93 3,890 4,820 401 -13 388 567 Source:Reis,Inc. New Construction Activity According to Reis, 12,605 units were completed within the Miami-Dade-Dade region over the past few years in a total of 60 projects. There a rile currently 11,992 units under construction within 50 projects. An additional 37,486 units are planned within 126 projects for potential delivery in the next few years, along with 145 proposed buildings which would add another 53,111 units. Page 1252 of 1954 CUSHMAN&WAKEFIELD 48 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS The following tables present new and proposed construction activity for the region. New Constmeton Activity-Complete. - -.,., ..-', ,' , 'a. r - : N0. • Naim I LoaaBoa City Butimarket • Units MMus Completion ' Sole Mia Apartments Ph 1 Bldg 1 2321 Laguna Circle North Miami North MlamiBayshore 200 Complete January 2019 Motion At Dadeland 8400 S Dixie Hwy Miami Kendall East/Coral Gables 294 Complete February 2019 Merrick Manor 3D1 Altera Ave Coral Gables Kendall EasVCoral Gables 227 Complete March 2019 Le Jardin 1150 102Nd St Bay Harbor Islands N Miami BeachBal Harbour/Golden Beach 30 Complete March 2019 6080 Collins Avenue Beach House 6080 Collins Ave Miami Beach South Beach/Miami Bayshore 70 Complete March 2019 Palmetto Station 17945 Franjo Rd Miami South Dade/Homestead 270 Complete March 2019 La Vida Miami Apartments 6640 NW 7Th St Miami Airport West 272 Complete Apnl 2019 Yard 8 2901 NE 1St Ave Miami Miami 387 Complete April 2019 The Aura 1501 SW 37Th Ave Miami Miami 100 Complete April 2019 Blu27 At Edgewater 2701 Biscayne Blvd Miami South Beach/Miami Bayshore 330 Complete April 2019 Modera Edgewater 455 NE 24Th St Miami South Beath/Miami Bayshore 297 Complete April 2019 Columbus On Fifth 514 SW 22Nd Ave Miami Miami 72 Complete May 2019 Parque Towers 1300-330 Sunny Isles Blvd North Miami Beach N Miami Beach/Bat Harbour/Golden Beach 320 Complete May 2019 I The Quadra 13900 Biscayne Blvd Miami South Beach/Miami Bayshore 198 Complete May 2019 One Thousand Museum 1000 Biscayne Blvd Miami South Beach/Miami Bayshore B3 Complete May 2019 Deering Graves 13710 Southwest 256Th Street Naranjo South DadeMomestead 281 Complete May 2019 Killian Commons Sw 117Th Ave 8 SW 106Th Terrace Miami Kendall West 68 Complete June 2019 Maze Al Met Square 340 SE 3Rd St Miami Miami 391 Complete June 2019 Sole Mia Apartments Ph 1 Bldg 2 2301 Laguna Circle Miami North Miami/Bayshore 200 Complete June 2019 17 West 1881 West Ave Miami Beach South Beach/Miami Bayshore 23 Complete June 2019 Art Plaza 58 NE 14Th St Miami Miami 668 Complete July 2019 Wynwood 25 240 NW 25Th St Miami Miami 289 Complete July 2019 Plaza Pointe Apartments Nw 59Th Ave&NW 183Rd St Hialeah Miami Lakes . 71 Complete August 2010 The Preserve At Coral Town Park , 26484 SW 142Nd Ave Rd Homestead Nonubmarketed Areas 84 Complete August 2019 Palazzo Del Luna S 6800 Fisher Island Dr Miami Beach NonSubmarketed Areas 50 Complete August 2010 The Highlands 113780 Highland Dr North Miami Beach North Miami/Bayshore 60 Complete September 2019 I Dora!4200 4200 NW 107Th Ave Doral Airport West 250 Complete October 2019 Waste Twenty2 2201 Ludlam Road Miami Airport West 338 Complete October 2019 Paramount Miami Wortdcenter 851 NE 1St Ave Miami Miami 569 Complete October 2019 Soleste Blue Lagoon 5375 NW 7Th St Miami Miami 330 Complete October 2019 Arbor 3034 Oak Ave Miami South BeachlMiami Bayshore 48 Complete October 2019 Me Condominiums 8955 Collins Ave Miami N Miami Beach/Bal Harbour/Golden Beach 16 Complete November 2019 Lanai Landings 26511 SW 146Th Ct Naranja South Dade/Homestead 54 Complete November 2019 Modem Metro Dadeland Ph 2 8217 SW 72Nd Ave Miami Kendall East/Coral Gables 422 Complete December 2019 Maizon Beckoll 221 SW 12Th St Miami Miami 262 Complete December 2019 Parkline Miami North 100 NW 6Th St Miami Miami 350 Complete December 2019 The Bradley 51 NW 28Th St Miami Miami 175 Complete December 2019 Eighty Seven Park 8701 Collins Ave Miami Beach N Miami Beach/Bal Harbour/Golden Beach 86 Complete December 2019 Residences By Armani Casa 18975 Collins Ave North Miami Beach N Miami BeachiBal Harbour/Golden Beach 280 Complete December 2019 Las Vistas At Amelia 7945W 2Nd Ct Hialeah Opa-LockalBrawnsville 174 Complete January 2020 Ritz-Carlton Residences Miami Beach 4701 N Meridian Ave Miami Beach South Beach/Miami Bayshore 125 Complete January 2020 5250 Perk At Downtown Doral 5250 NW 84Th Ave Doral Airport West 231 Complete February 2020 The Ritz Carlton Residences 15701 Collins Ave North Miami Beach N Miami BeachlBal Harbour(Golden Beach 208 Complete March 2020 5350 Park At Downtown Doral i 5350 NW 84Th Ave Doral South Beach/Miami Bayshore 238 Complete March 2020 275 Fontaine Pam ' 275 Fontainebleau Blvd Miami Airport West 133 Complete Ape 2020 The Henry ; 4131 Laguna St Coral Gables Kendall East/Coral Gables 122 Complete Apri 2020 Village At Coral Reef I 9761 SW 152Nd St Miami Kendall West 175 Complete Apri 2020 Gio Midtown 3101 NE 1St Ave Miami Miami 447 Complete Apri 2020 Mb Station 3170 Coral Way Miami Miami 189 Complete Apri 2020 les On The Bay Ph 2 81 N Shore Dr Miami Beach N Miami Beach/Bal Harbour/Golden Beach 21 Complete Apri 2020 I CUSHMAN&WAKEFIELD 49 Page 1253 of 1954 PROPOSED COLLINS PARK DEVELOPMENT • APARTMENT MARKET ANALYSIS Neer Cbiestruotion Roth,*-Urder;C"on54nicfion x." _ -<' ; -*_ '•` No. Name ILocation City • alanalwUnita Bae e - Unir Completion 701 East 701 E4Th Ave Hialeah Hialeah 35 Under Constr. — — Villa Valencia 515 Valencia Ave Coral Gables .Kendall East/Coral Gables 39 Under Constr. — — Altis Ludlam Trail Ph 1 8900 8 6950 Bird Rd Miami Kendall East/Coral Gables 312 Under Constr. — — Uncommon Miami 5960 SW 57Th Ave Miami Kendall East/Coral Gables 202 Under Constr. — — Okan Tower 555 N Miami Ave Miami Miami 153 Under Constr. — — Society Biscayne 400 Biscayne Blvd Miami Miami 646 Under Constr. — — Smart Brickell Residential 143 SW 9Th St Miami Miami 108 Under Constr. — — Ma TowerlYotel Hotel(Mixed-Use) 227 NE 2Nd St Miami Miami 208 Under Constr. — — Miami Plaza 1502 NE Miami PI Miami Miami 437 Under Constr. — — Luma Tower Apartments N Miami Ave 8 NE 10Th St Miami Miami 434 Under Constr. — — Downtown 5Th 53 NE Fifth St Miami Miami 1,042 Under Constr. — -- Estates At Acqualina Towerl Ph 1 .17885 Collins Ave North Miami Beach N Miami Beach/Bal Harbour/Golden Beach 154 Under Constr. — — Estates At Acqualina Tower2 Ph 2 17885 Collins Ave North Miami Beath N Miami Beach/Sal Harbour/Golden Beach 91 Under Constr. — — Tumberry Ocean Club 18501 Collins Ave Sunny Isles Beach N Miami Beach/Bal Harbour/Golden Beach 154 Under Constr. — — Aventura Village 19380 NE 26Th Ave Miami North Dade 108 Under Constr. — — Villages Of Miami Gardens 3400 NW 19151St Miami Gardens North Dade 51 Under Constr. — - The Elysee Residences 788 NE 23Rd St Miami South Beach/Miaml Bayshore 100 Under Constr. Belle Isle Apartments Redevelopment 31 Venetian Way Miami Beach South Beach/Miami Bayshore 172 Under Constr. — — Southem 11119 Townhomes Sw 254Th St 8 SW 134Th Ave Homestead South Dade/Homestead 100 Under Constr. — — Park Apartments 28810 SW 152Nd Avenue Homestead South Dade/Homestead 92 Under Constr. — — Waters Edge Apartments 10955 SW 214Th St Miami South Dade/Homestead 132 Under Constr. — — Lantower River Landing 1400 NW N River Dr Miami Miami 526 Under Constr. November 2020 Monte Cassini Apartments 3930 NW 7Th St Miami Miami 120 Under Constr. November 2020 Amli Midtown Miami 3000 NE 2Nd Ave Miami Miami 719 Under Constr. November 2020 Bijou Bay Harbor 9521 E Bay Harbor Dr Miami Beach N Miami Beach/Bal HarbourfGolden Beach 41 Under Constr. November 2020 Aurora Sunny Isles 17550 Collins Ave North Miami Beach N Miami Beach/Bal Harbour/Golden Beach 61 Under Constr. November 2020 Park Grove 2821 S Bayshore Dr Miami South Beach/Miami Bayshore 296 Under Constr. November 2020 Glasshaus In The Grove 3156 SW 27Th Ave Miami South Beach/Miami Bayshore 23 Under Constr. November 2020 Modem Biscayne Bay 412 NE 22Nd St Miami South Beach/Miami Bayshore 296 Under Constr. November 2020 Monad Terrace 1300 Monad Ter Miami Beach South Beach/Miami Bayshore 59 Under Constr. November 2020 The Reserve At The Plaza 122 Sevilla Ave Miami Kendall East/Coral Gables 174 Under Constr. December 2020 Brickell Flatiron 1001 S Miami Ave Miami Miami 527 Under Constr. December 2020 Center At Miami Gardens 19279 NW 27Th Ave Miami Gardens North Dade 259 Under Constr. December 2020 The Fairchild 3581 Glencoe St Miami South Beach/Miami Bayshore 26 Under Constr. December 2020 Grand Coral Ph 1 10950 NW 82Nd St Doral Airport West 80 Under Constr. January 2021 The Elan At Downtown Doral 18425 NW 41St St Dual Airport West 383 Under Constr. January 2021 Avalon Doral 3940 NW 79Th Ave Miami Airport West 350 Under Constr. January 2021 Reflections Apartments 1000 NW 7Th St Miami Miami 141 Under Constr. January 2021 Pura Vida Hialeah Residential 2901 W 18Th Ave Hialeah Hialeah 260 Under Constr. February 2021 Century Perk 850 NW 42Nd Ave Miami Miami 254 Under Constr. February 2021 No.17 Residences Allapattah 1569 NW 17Th Ave Miami Miami 192 Under Constr. February 2021 Life Time Living At Coral Gables 251 S Dixie Hwy Coral Gables Kendall East/Coral Gables 495 Under Constr. April 2021 Soleste Grand Central 218 NW 6Th St Miami Miami 360 Under Constr. May 2021 Wynwood Square Apartments 2201 N Miami Ave Miami Miami 257 Under Constr. June 2021 Biscayne 112 11200 Biscayne Blvd Miami North Miami/Bayshore 402 Under Constr. June 2021 Missoni Baia 700 NE 26Th Ter Miami South Beach/Miami Bayshore 249 Under Constr. June 2021 57 Ocean 5775 Collins Ave Miami Beach South Beach/Miami Bayshore 71 Under Constr. September 2021 First Little Havana 702 SW 1St St Miami Miami 196 Under Constr. October 2021 Monaco Yacht Club 8 Residences 6800 Indian Creek Dr Miami Beach N Miami Beach/Sal Harbour/Golden Beach 39 Under Constr. November 2021 Flamingo Point North Tower Renovation 1508 Bay Rd Miami Beach South Beach/Miami Bayshore 368 Under Constr. January 2022 Total Under ConsWeton I 11,992 I • CUSHMAN&WAKEFIELD 50 Page 1254 of 1954 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS New Contraction Activity-Planned ,- _`, - Nome I Location cry 6uhhNo. t.tt.! utdb Stotts Completion Grand Doral Ph 2 10950 NW 82Nd St Doral Airport West 39 Planned — — Midtown Doral Ph 2 Residential Northwest 107th Avenue And Northwest 74Th Doral Airport West 518 Planned — — Street Midtown Doral Future Phases Residential Northwest 107Th Avenue And Northwest 74Th Doral Airport West 445 Planned — — Street The Land Mark South Phase 2 6055 Northwest 105Th Court Doral Airport West 213 Planned — — Springs Town Center 1 Curtiss Pkwy Miami Airport West 51 Planned — — 2337 West 5Th Avenue 2337 W 5Th Ave Hialeah Hialeah 80 Planned — — East 41 Mixed Use Apartments 1100E 41St St Hialeah Hialeah 196 Planned — — Hialeah Drive Apartments 160 E 3Rd St Hialeah Hialeah 105 Planned — — 11055 West 36Th Avenue 11055 W 35Th Ave Hialeah Hialeah 245 Planned — — 33 Alhambra Circle 33 Alhambra Cir Coral Gables Kendall East/Coral Gables 150 Planned — — Regency At Ponce Park 114 Calabria Ave Coral Gables Kendall East/Coral Gables 152 Planned — — Dadeland Apartments Sw 70Th Ave&SW 85Th St Miami Kendall East/Coral Gables 416 Planned — -- Shops At Sunset Place Redevelopment Residential 5701 Sunset Dr Miami Kendall East/Coral Gables 414 Planned — — 8075 Sunset Drive Apartments 8075 Sunset Dr Miami Kendall East/Coral Gables 150 Planned — — The Mareas At Coral Reef Phase 3 Sw 124Th Ave&Coral Reef Dr Miami Kendall Lakes/Hammond 300 Planned — — The Mareas At Coral Reef Ph 2 Coral Reef Dr©SW 124Th Ave Miami Kendall Lakes/Hammond 192 Planned — — One Bayfront Plaza Residential 100 S Biscayne Blvd Miami Miami 902 Planned — — Little Havana Apartments 3101-3145 W Flagler St Miami Miami 184 Planned — — 2000 Biscayne Boulevard2000 Biscayne Blvd Miami Miami 393 Planned — — Wynwood 28 1127 NW 27Th St Miami Miami 40 Planned — — The Gallery On The River 401 NW North River Dr Miami Miami 160 Planned — — Miami 18 210 NE 18Th Street Miami Miami 1,200 Planned — — 1621 Apartments Development 1621 SW 2Nd Ave Miami Miami 60 Planned — — MiamicentralSupertawer-Residential 200 NW 1St Ave Miami Miami 311 Planned — — Miami Riverwalk Bldg 3 Sw 7Th St @ SW 2Nd Ave/SW 3Rd Ave Miami Miami 362 Planned — — One Brickell City Centre Phase 2 700 Brickell Ave Miami Miami 258 Planned — — Grove Central 2780 SW 27Th St Miami Miami 288 Planned — — Miami Riverside 444 SW 2Nd Ave Miami Miami 430 Planned — — One Brickell-Tower I 444 Briekell Ave Miami Miami 462 Planned — — The Aston Marlin Residences 300 Biscayne Blvd Miami Miami 391 Planned — — Saleste At The District 1033 Spring Garden Rd Miami Miami 251 Planned — — Miami Riverwalk Bldg 1 Sw 7Th St @ SW 2Nd Ave/SW 3Rd Ave Miami Miami 362 Planned — — 2560 Northwest 20Th Street 2580 NW 20Th St Miami Miami 80 Planned — — The 7 At Blue Lagoon 4885 NW 7Th St Miami Miami 888 Planned — — • M Tower 56-70 SW 1St St Miami Miami 440 Planned — — Triton Center 7880 Biscayne Blvd Miami Miami 325 Planned — — Wave Of Shorecrest Ne 4Th PI&NE 82Nd St Miami Miami 232 Planned — — Nexus Riverside 230 SW 3Rd St Miami Miami 462 Planned — — Wynwoed Green 56 NW 29Th St Miami Miami 189 Planned — — Liquid Lofts 35 SW 1St St Miami Miami 482 Planned — — Wynwood Plant Residential 550 NW 24Th St Miami Miami 306 Planned — — One River Point Sw 4Th St @ SW 4Th Ave Miami Miami 418 Planned — — Caoba Tower 2 Ne 1St Ave&NE 7Th St Miami Miami 429 Planned — — Miami Innovation District 1031 NW 1St Ave Miami Miami 250 Planned — — Miami Riverwalk Bldg 2 Ns 7Th St @ SW 2Nd Ave/SW 3Rd Ave Miami Miami 362 Planned — — Magic City Innovation District 6300 NE 4Th Ave Miami Miami 2,630 Planned — — Wynwnod 292826 NW 1St Ave Miami Miami 182 Planned — — 18 Allapaltah � 1825 NW 20Th St Miami Miami 323 Planned — — Gallery At West Brickell 201 SW 10Th St Miami Miami 286 Planned — — One Brickell-Tower 2-Residential I 444 Brickell Ave Miami Miami 469 Planned — — Page 1255 of 1954 CUSHMAN&WAKEFIELD 51 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS • New Construction AebMy Planned(CoMuwed} - La Primera 867 867 SW 1St St Miami Miami 54 Planned — — The Arts Luxury City Rentals 38 NE 17Th St Miami Miami 200 Planned — — Shoma Douglas 3850 Bird Rd Miami Miami 391 Planned — — Miami Riverwalk Bldg 4 SW 7Th St @ 5W 2Nd Ave/SW 3Rd Ave Miami Miami 362 Planned — — 1543 Northwest South River Drive Multi Family 1543 NW S River Or Miami Miami 66 Planned — — The Link At Douglas Station Ph 3 Tower 4 3060 Southwest 37Th Court Miami Miami 330 Planned — — 1441 North Miami Avenue Condos 1441 North Miami Avenue Miami Miami 457 Planned — — 18 Wicket] 18 SW 8Th St Miami Miami 392 Planned — — Megacenter Brickell 420 SW 7Th St Miami Miami 57 Planned — — Kenect Tower Ph 1 1016 NE 2Nd Ave Miami Miami 450 Planned — — Edge On Brickell 55 SW Miami Ave Rd Miami Miami 70 Planned — — One Briokell-Tower 3-Future Phase 444 Bricked Ave Miami Miami 436 Planned — — Nemo Mixed Use Residential 3180 Biscayne Blvd Miami Miami 845 Planned -- — Gallery At River Parc 780 NW 13Th Ct Miami Miami 150 Planned — — Brisas Del Rio 850 NW 13Th Ave Miami Miami 168 Planned -- — 133 Southwest Second Avenue 1133 SW 2Nd St Miami Miami 493 Planned — — Grand Station 40 NW 3Rd St Miami Miami 300 Planned — — The Dorsey 288 NW 29Th St Miami Miami 306 Planned — — The Link At Douglas Station Ph IA Tower 1 3060 Southwest 37Th Ct Miami Miami 312 Planned — — The Link At Douglas Station Ph 1B Tower 2 3060 Southwest 37Th Ct Miami Miami 421 Planned — — The Lucida Palmetto Apartments 15800 NW 77Th Ct Miami Lakes Miami Lakes 108 Planned — — Aventura District Ph 1 2681 NE 191St St Miami N Miami Beach/Bal Harbour/Golden Beach 214 Planned — — Port Avenlura 2785 NE 185Th St Miami N Miami Beach/Bal Harbour/Golden Beach 204 Planned — — Casa Verde 1170 93Rd St Miami Beach N Miami Beach/eel Harbour/Golden Beach 30 Planned — — 7918 West Drive Condos 7916 West Dr Miami Beach N Miami Beach/Bal Harbour/Golden Beach 54 Planned — — Royale House 9431-9481 E Bay Harbor Island Dr Miami Beach N Miami Beach/Bal Harbour/Golden Beach 72 Planned — — Ocean Terrace Historic District Apartments 7450 Ocean Ten Miami Beach N Miami Beadr/Bal Harbour/Golden Beach 58 Planned — — Las Vegas Cuban Cuisine 8970 Collins Ave Miami Beach N Miami Beach Sal Harbour/Golden Beach 21 Planned — — 7914 West Dr 7914 West Dr Miami Beach N Miami Beach/Bal Harbour/Golden Beach 52 Planned — — Koya Bay 4098 NE 167Th St North Miami Beach N Miami Beach/Bal Harbour/Golden Beach 10 Planned — — 5 Park 16955 W Dixie Hwy North Miami Beach N Miami Beach/Bal Harbour/Golden Beach 415 Planned — — Uptown Biscayne-Residential Ne 163Rd St&Biscayne Boulevard North Miami Beach N Miami Beachl8al Harbour/Golden Beach 245 Planned — — Marina Del Mar 2-Ph 1-North Tower 100 Kings Pt Dr North Miami Beach N Miami BeachiBal Harbour/Golden Beach 127 Planned — — Marina Del Mar 2-Ph 2-South Tower 15920 Collins Ave Sunny Isles N Miami Beach/Bal Harbour/Golden Beach 127 Planned — — La Playa De Varadero Ph 1&2 18801 Collins Ave Sunny Isles Beach N Miami Beach/Bal Harbour/Golden Beach 490 Planned — — Grandville Place Townhouses 14505 SW 260Th St Homestead NonSubmarkeled Areas 174 Planned — — 183Rd Street Residential Nw 29Th Ct&NW 163Rd St Miami Gardens North Dade 90 Planned •— — Oaks At Aventura West 2572 NE 164Th Terrace North Miami Beach North Dade 168 Planned — — Avenlura Greynolds Village 17990 W Dixie Hwy North Miami Beach North Dade 139 Planned — — Sole Mia Apartments Future Phases 15045 Biscayne Blvd Miami North h6amilBayshore 3500 Planned — — 68 Biscayne 675 NE 88Th Ter Miami North Miami/Bayshore 30 Planned — — Causeway Village 1850 NE 123Rd St Miami North MiamilBayshore 297 Planned — — 830 Residences 830 NE 89Th St Miami North Miami/Bayshore 30 Planned — — North Miami Condos 840 NE 130Th St North Miami North Miami/Bayshore 67 Planned — — Sweet River Apartments 3823 NW 38111 St Miami Opa-Locka/Brownsville 108 Planned — — Par Family Development Nw 27Th Ave&NW 54Th St Miami Opa-Locka/Brownaville 30 Planned — — Castie Opa Mixed-Use Development 1700 Service Rd Opa-Locka Opa-LockaBrownsville 250 Planned — — Apelron At The Jockey Club Ph 2 1111 Biscayne Blvd Miami South Beach/Miami Bayshore 120 Planned — — The Vine 404.435 NE 35Th St Miami South BeachNiami Bayshore 124 Planned — — Tena Group Coconut Grove 2655 S Bayshore Dr Miami South Beach/Miami Bayshore 182 Planned -- — Ellipsis 702 NE 26Th St Miami South Beach/Miami Bayshore 34 Planned — — 1 Page 1256 of 1954 CUSHMAN&WAKEFIELD 52 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS New construction Activity-Proposed • Nam. -:I Lowden • City SugNarkettdtie, !MMus • Completion Alexan Fontainebleau Lakes •8300 Park Blvd Miami Airport West 222 Proposed — — 102Nd Avenue(Townhomes) Nw 102Nd Ave(4/NW 69Th St Miami Airport West 80 Proposed — -- Trail Apartments 1040 Southwest 70Th Avenue Miami Airport West 699 Proposed — — 6950 NW 7Th Street Workforce Housing 6950 NW 7Th St Miami Airport West 460 Proposed — -- 25Th Street Station 1025 E 25Th St Hialeah Hialeah 119 Proposed — -- Apogean Pointe Se 12Th St&SE 9Th Ct Hialeah Hialeah 68 Proposed — — Market Station 725 SE 9Th Ct Hialeah Hialeah 2,057 Proposed — — 1480 W 68Th St Apartments 1460 W 88Th St Hialeah Hialeah 45 Proposed — — Hialeah Park Mixed-Use 2200 E 4Th Ave Hialeah Hialeah 4.400 Proposed — — 2701 East 11Th Avenue 2701 E 11Th Ave Hialeah Hialeah 220 Proposed — --- 955 East 25Th Street 955 E 25Th St Hialeah Hialeah 216 Proposed -- — Santillane Multi-Residential 211 Santillana Ave Coral Gables Kendall East/Coral Gables 69 Proposed -- 44 Zamora 44 Zamora Ave Coral Gables Kendall East/Coral Gables 91 Proposed -- -- Laguna House 351 San Lorenzo Ave Coral Gables Kendall East/Coral Gables 13 Proposed — -- Belle Villa 23 27 31 35 Sidonia Ave Coral Gables Kendall East/Coral Gables 51 Proposed — — 9600 South Dude Highway Apartments 9800 S Dixie Hwy Miami Kendall East/Coral Gables 420 Proposed — -- South Miami Market 5850 SW 73Rd St Miami Kendall East/Coral Gables 300 Proposed — -- Antis Ludlam Trail Ph 3 7004 SW 45Th St Miami Kendall East/Coral Gables 316 Proposed — --- South Miami Gardens Redevelopment 5949 SW 68Th St Miami Kendall East/Coral Gables 480 Proposed — — Mirade Residences 2551 S Le Jeune Rd Miami Kendall East/Coral Gables 254 Proposed — — Allis Ludlam Trail Ph 2 7040 S 7050 SW 44Th St Miami Kendall East/Coral Gables 310 Proposed — -- 6790 Southwest 80Th Street 8790-8880 SW 80Th St Miami Kendall East/Coral Gables 30 Proposed — — Veridian Grove Townhomes 8290 SW 120Th St Miami Kendall East/Coral Gables 41 Proposed -- — 8781 Sunset Drive 8781 Sunset Or S Miami Kendall EastCoral Gables 32 Proposed — — 8785 Southwest 165Th Avenue 8785 SW 185Th Ave Miami Kendall Lakes/Hammond 108 Proposed — --- 4601 Southwest 8Th Street 4601 SW 8Th St Coral Gables Miami 96 Proposed — — The Link At Douglas Station Ph 4 Tower 5 3060 Southwest 37Th Court Miami Miami 339 Proposed — — 1900 NE Miami Court Apartments 1900 NE Miami Ct Miami Miami 358 Proposed — — Miami World Tower 700 NE 1St Ave Miami Miami 580 Proposed — — 1550 Northeast Miami Place 1550 NE Miami PI Miami Miami 437 Proposed — — Midtown 7 3101 NE 1St Ave Miami Miami 391 Proposed — -- Kenect Tower Ph 2 1016 NE 2Nd Ave Miami Miami 468 Proposed — — 16 Southwest 2Nd Street Residential Tower 18 SW 2Nd St Miami Miami 430 Proposed — — Le Jeune Station 4278 NW 7Th St Miami Miami 300 Proposed — — Eastslde Ridge-Residential 5045 NE 2Nd Ave Miami Miami 3,157 Proposed — — 040 Wymvood 235-257 NW 27Th St Miami Miami 72 Proposed — — 225 North Miami Avenue 225 N Miami Ave Miami Miami 350 Proposed — -- 27 Edgewater 189 NE 27Th St Miami Miami 108 Proposed — — Brickell Ridge Apartments Redevelopment 1020 SW 1St Ave Miami Miami 243 Proposed — -- Block 55 At Sawyers Walk 249 NW 6Th St Miami Miami 558 Proposed — -- Foyer 2418 N Miami Ave Miami Miami 236 Proposed — --- 555 River House 555 NW South River Dr Miami Miami 39 Proposed — -- Wynwood Mixed Use 2431 NW 2Nd Ave Miami Miami 220 Proposed — — 200 Southeast Second Avenue 200 SE 2Nd Ave Miami Miami 837 Proposed — --- 1399 Southwest 1St Avenue Residential 1399 SW 1St Ave Miami Miami 500 Proposed — — 8Th Avenue Mixed Use Building Nw 8Th Ave @ W Flagler St Miami Miami 96 Proposed — — 315 Urban Flats I 315 NW 27Th Ave Miami Miami 179 Proposed — — 779 W Flagler St Micro Units 779 W Hagler St Miami Miami 100 Proposed — — Downtown First 22 SW 1St St Miami Miami 570 Proposed — — Chelsea Tower Condos 1550 Biscayne Blvd Miami Miami 222 Proposed — — • • Page 1257 of 1954 CUSHMAN&WAKEFIELD 53 I PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS New Construction Activity-Proposed(Continued):-#A7. ' '- 200 North Miami Avenue Apartment Tower 200 N Miami Ave Miami Miami 328 Proposed — — Miami Gardens Apartments Nw 7Th Ave 8 NW 71St St Miami Miami 20 Proposed — — 1900 Biscayne Boulevard 1900 Biscayne Blvd Miami Miami 700 Proposed — -- It Mixed Used Tower Apartments 340 Biscayne Blvd Miami Miami 400 Proposed — — Wynwood Haus 1765 N Miami Ave Miami Miami 224 Proposed — -- Legacy Hotel 8 Residences 1342 NE 1St Ave Miami Miami 278 'Proposed — -- 2222 Northwest North River Drive Multi Family 2222 NW North River Dr Miami Miami 36 Proposed — — The Collective 2625 NW 2Nd Ave Miamt Miami 150 Proposed — — 45 Winwood 45 NW 24Th St Miami Miami 321 Proposed — — Miami Riverview Apartments Redevelopment 2507 NW 16Th St Rd Miami Miami 650 Proposed — -- 3811 Shipping Avenue 3811 Shipping Ave Miami Miami 153 Proposed — — The Polish American Club Of Miami Apartments 1250 NW 22Nd Ave Miami Miami 204 Proposed — — Mana Wynwood Nw 22Nd St&NW 2Nd Ave Miami Miami 3,487 Proposed — — 1302 Northeast 2Nd Avenue 1302 NE 2Nd Ave Miami Miami 1,100 Proposed — — 6601 North West 167Th Street 6601 NW 167Th St Hialeah Miami Lakes 240 Proposed — — Graham Development Rentals Nw 170Th St @ NW 97Th Ave Hialeah Miami Lakes 2,000 Proposed — — South Pointe Commerce Way&NW 82Nd Ave Miami Lakes Miami Lakes 179 Proposed — — Ambienta 9901 W Bay Harbor Dr Bay Harbor Islands N Miami Beach/Bal Harbour/Golden Beach 30 Proposed — — Atlantis Condo 10281 W Bay Harbor Dr Bay Harbor Islands N Miami Beach/Bal Harbour/Golden Beach 28 Proposed -- — Capriccio Condos 9800-9900 W Bay Harbor Dr Bay Harbor Islands N Miami Beach/Bal Harbour/Golden Beach 30 Proposed — — 1177 Kane Concourse 1177 Kane Concourse Bay Harbor Islands N Miami Beach/Bal Harbour/Golden Beach 90 Proposed — — Aventura Crossings 19301 W Gide Hwy Miami N Miami Beach/Bal Harbour/Golden Beach 382 Proposed — — North Beach Town Center 6988 Abbott Ave • Miami Beach N Miami Beach/Bal Harbour/Golden Beach 170 Proposed — -- 72Nd And Park 7145 Carlyle Ave Miami Beach N Miami Beach/Bal Harbour/Golden Beach 283 Proposed -- — 7835 Harding Avenue 7835 Harding Ave Miami Beach N Miami BeachiBel Harbour/Golden Beach 9 Proposed — — Island House 9201 E Bay Harbor Dr Miami Beach N Miami Beach/Bal Harbour/Golden Beach 87 Proposed — -- Abbott Court Apartments Normandy Bach Ct 8 Abbott Ct Miami Beach N Miami Beach/Bal Harbour/Golden Beach 250 Proposed — — The Eighty 4 756 84Th St Miami Beach N Miami Beach/Sal Harbour/Golden Beach B Proposed — — Soteste Nomi Beach 16395 Biscayne Blvd North Miami Beach N Miami Beach/Bal Harbour/Golden Beach 367 Proposed -- — Uptown Harbour Townhomes 3861 NE 163Rd St North Miami Beach N Miami Beach/Bal Harbour/Golden Beach 50 Proposed — — Comfield West 16800 Collins Ave North Miami Beach N Miami Beach/Bal Harbour/Golden Beach 122 Proposed — — Uptown Harbour Apartments 3861 NE 163Rd St North Miami Beach N Miami Beach/Bal Harbour/Golden Beach 200 Proposed — — Uptown Harbour Condos 13861 NE 163Rd St Sunny Isles N Miami BeadJBal Harbour/Golden Beach 1750 Proposed — — Fisher Island Condos Fisher Island Dr 8 Fisher Island Fry Miami Beach Non-Submarketed Areas 57 Proposed — — West Aventura Town Center Ne 23Rd Ct&NE 186Th St Miami North Dade 480 Proposed — — 2151 Northeast 163Rd Street 2151 NE 163Rd St Miami North Dade 458 Proposed — -- Oleta House 1700 NE 164Th St Miami North Dade 328 Proposed — — Miami Gardens City Center Nw 191St St 8 NW 27Th Ave Miami Gardens North Dade 480 Proposed — — Northwest 160Th Street Apartments Nw 160Th St&NW 2Nd Ave Golden Glades North MiamilBayshore 68 Proposed — — The Kavista 471 NE 83Rd St Miami North MlemilBayshore 202 Proposed — — 190 Northwest 162Nd Street ' 190 NW 182Nd St Miami North Miam6Bayshore 100 Proposed — — Capri Tower 13899 Biscayne Blvd Miami North Miamiltayshore 259 Proposed — — Golden Glades Residential Nw 159Th St&NW 6Th Ave Miami North Miami/Bayshora 426 Proposed -- -- Kipp School Apartments 13855 NW 17Th Ave • Miami North Miemi/Bayshoro 24 Proposed — -- Oleta 14901 NE 20Th Ave North Miami North Miami/Bayshore 900 Proposed — -- New North Town Center 15780 W Dixie Hwy North Miami Beach North MiamiBayshoro 1,650 Proposed — — 7755 West 4Th Avenue 7755 W 4Th Ave Hialeah Opa-LockaBrownsville 30 Proposed — — 2323 Northwest 38Th Street 2323 NW 38Th St Miami Opa-LockaBrownsville 124 Proposed — — Narthside Town Station Future Phases 2963 NW 79Th St Miami Opa-LockaBrownsville 1,630 Proposed — -- Thirty-Six 3845 NW 38Th St Miami Opa-LockaBrownsville 232 Proposed -- — Westview Apartments Nw 123Rd St 8 NW 27Th Ave Miami Opa-LockaBrownsville t37 Proposed — - Competitive Properties Overview In order to examine the subject property in its proper context,an examination of the subject's most direct competition is necessary. Consideration is also given to the potential for new competition via proposed complexes. The competitive properties are presented on the following table. A discussion of each follows the table. It should be noted that a search was conducted for new high-rise apartment complexes located in South Beach and none were encountered. Based on the projected unit sizes of the proposed development, its projected amenities and the lack of direct on-site parking,we have considered other older and smaller apartment complexes in the local market that have been recently renovated /upgraded and have a similar unit sizes in relation to the subject. Additionally, it should be noted that the following chart represents the difference in asking rents at the comparables over the past couple of months,as market conditions have changed since the first quarter of 2020 due to the impact from COVID-19 pandemic. The following chart illustrates the asking rental rate differences at the subject and the competitors over the past month: • Page 1258 of 1954 CUSHMAN&WAKEFIELD 54 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS Rent November Percent Property Unit Type 1Q20 Rent Change 820 15th Strelet 2BR/2BA $2,599 $2,616 0.65% 1251 Euclid Avenue Studio $1,479 $1,488 0.61% 1BR/1BA $1,514 $1,524 0.66% 942 Lenox Avenue Studio $1,545 $1,430 -7.44% 1BR/1BA $2,129 $1,920 -9.82% 2BR/2BA $2,134 $2,140 0.28% 1044 Pennsylvania Avenue Studio $1,270 $1,283 1.02% 1BR/1BA $1,500 $1,509 0.60% 1110 Pennsylvania Avenue 'BR/IBA $1,509 $1,519 0.66% AVERAGE OF COMPARABLES -1.42% It should be noted that thesl developments are on a daily pricing systems; therefore, there may be unit types whereas the day that the survey was conducted may have been lower or higher based on changes in daily pricing. However, we have considered that the average of the asking rents have decreased slighity since the Covid-19 crisis be,an. Page 1259 of 1954 CUSHMAN&WAKEFIELD 55 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS COMPETITIVE APARTMENT PROJECTS PROPERTY INFORMATION QUOTED MONTHLY RENT&CON ESSIONS o 1- z = 0 u. a. V 0 in O re E Q C z re el Q X QUOTED RENT • (az m d a a:la II: Ilr MI z co 9 co 2 u.1 UNIT SIZE(SF) QUOTED RENT PER MONTH 3/SF/MONTH PROPERTY NAME 2 w< 7 u7 7> > m a BEDS/ No. ADDRESS,CITY,STATE z 0 z< a y m >wa' z m z w O rc BATHS Min Max Avg. Min Max Avg. MIn Max Avg. RENT INCLUSIONS CONCESSIONS S Sublect Property 81 52,013 642 2023 1 7 1 8 7,912 989 1950 N/A 1 2 95.4% None None 820 15th Street Miami Beach,FL 2BRI2BA 715 715 715 $2,614 $2,614 $2,614 $3.66 $3.66 $3.66 2 14 7,342 921 1959 N/A 1 2 99.0% Studio 600 600 600-$17488-$1:488 $1:488 None None 1251 Euclid Avenue 1BR/1BA 750 750 750 $1,523 $1,523 $1,523 $2.03 $2.03 $2.03 Miami Beach,FL 3 Depot Lenox 18 10,387 577 1959 NIA 1 2 96.1% Studio 420 420 420 $1,430 $1,430 $1,430 $3.40 $3.40 $3.40 None None 942 Lenox Avenue 1BR/1BA 657 736 697 $1,530 $1,946 $1,738 $2.33 $2.64 $2.50 Miami Beach,FL 2BR/1BA 760 760 760 $2,140 $2,140 $2,140 $2.82 $2.82 $2.82 4 16 7,180 772 1959 N/A 1 2 93.9% Studio 420 420 420 $1,283 $1,283 $1,283 $3.05 $3.05 $3.05 None None 1044 Pennsylvania Avenue 1BR/1BA 650 650 650 $1,508 $1,508 $1,508 $2.32 $2.32 $2.32 Miami Beach,FL 5 13 7,700 632 1938 2018 1 2 100.0% Studio 503 503 503 $1,765 $1,765 $1,765 $3.51 $3.51 $3.51 None ?None 1200 Pennsylvania Avenue 1BR/1BA 667 667 667 $1,875 $1,875 $1,875 $2.81 $2.81 $2.81 Miami Beach,FL 2BR/1BA 630 742 686 $2,206 $2,537 $2,372 $3.50 $3.42 $3.46 STATISTICS(Including Subject) Low: 8 7,180 577 1938 1 2 93.9% High: 81 52,013 989 2023 2018 1 7 100.0% Average: 25 15,422 756 1965 1009 1 3 96.9% Totals: 150 92,534 II Compiled by Cushman&Wakefield Regional,Inc. Page 1260 of 1954 CUSHMAN&WAKEFIELD 56 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS COMPARABLE'RENTAL LOCATION MAP x n., '4ro. . ,I ,bae„1 Subject Property 1 f : ••:,,.. r ns, cs r . "�.4 I. 1 Hh SI 1,1), , Riva .. ' E<'ch'' DI lid,: Alto „ g. kland Island .;,E.• ':n St. 'SAN MARINO ISLAND = - :; rIELLE.'SLt. Q _ 3 -._ _ I Islandz island ` Comp •1 y , xlr,, $ ,•r sl n �,I G ,,,h El Nib.scus r ' Island Comp WE5'AVENUE : Comp.5 h 1«.., HlecScu: . ISIArD P., FLAMING „„,,i.5,5, - ,• E.''." LUMMUS `,, 44%, v 1 I•,-,v �An Deco Historic District s .n.t. • t . '44, a Comp 4 I I �,. PALM ISLAND • h .:./L_ ,4.,.., . ...N. ... `fuikei. Palm^n.. [—CONT. I� 4,L•.: Island _ - 'S - STAR ISLANI ' r..s: - .r,•. r. Star S E!�wC ,1 t a d • 2500teet • i Lland 6. 7 '"u .Zn, .5th 5t' - 1 q _ OZ02D M a1sof5Gorpwauwr a 020TcmTcm 20 1BtE•: v T S. eii Page 1261 of 1954 CUSHMAN&WAKEFIELD 57 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS COMPARABLE RENT NO. 1 ''r s }X � Address: 820 15th Street City, State: Miami Beach, FL PROPERTY INFORMATION Property Sub-Type: Mid/High-Rise Number of Buildings: 1 Number of Units: 8 Number of Stories: 2 Net Building Area: 7,912 Land Area (Acres): 1.58 Average Unit Size: 989 Density(Units/Acre): 5.06 Year Built: 1950 Occupancy Rate: 95.4% PROPERTY AMENITIES None UNIT AMENITIES None QUOTED MONTHLY RENT&CONCESSIONS Rent Inclusions: None Concessions: None Page 1262 of 1954 CUSHMAN&WAKEFIELD 58 PROPOSED COLLINS PARK DEVELOPME T APARTMENT MARKET ANALYSIS COMPARABLE RENT NO. 2 _ ' ; • Address: 1251 Euclid Avenue City, State: Miami Beach, FL , PROPERTY INFORMATION Property Sub-Type: Mid/High-Rise Number of Buildings: 1 Number of Units: 14 Number of Stories: 2 Net Building Area: 7,342 Land Area (Acres): 0.99 Average Unit Size: 921 Density(Units/Acre): 14.14 Year Built: 1959 Occupancy Rate: 99.0% PROPERTY AMENITIES None UNIT AMENITIES None ------... i QUOTED MONTHLY RENT&CONCESSIONS Rent Inclusions: None Concessions: None Page 1263 of 1954 CUSHMAN&WAKEFIELD 59 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS COMPARABLE RENT_NO. 3 r t�. I Property: Depot Lenox } r Address: 942 Lenox Avenue _ City, State: Miami Beach, FL PROPERTY INFORMATION -_ Property Sub-Type: Mid/High-Rise Number of Buildings: 1 Number of Units: 18 Number of Stories: 2 Net Building Area: 10,387 Land Area(Acres): 2.00 Average Unit Size: 577 Density(Units/Acre): 9.00 Year Built: 1959 Occupancy Rate: 96.1% PROPERTY AMENITIES None UNIT AMENITIES None QUOTED MONTHLY RENT&CONCESSIONS Rent Inclusions: None Concessions: None Page 1264 of 1954 CUSHMAN&WAKEFIELD 60 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS go COMPARABLE RENT NO. 4 "x`w '^ Address: 1044 Pennsylvania Avenue City, State: Miami Beach, FL i 1 h PROPERTY INFORMATION Property Sub-Type: Mid/High-Rise Number of Buildings: 1 Number of Units: 16 Number of Stories: 2 Net Building Area: 7,180 Land Area (Acres): 1.00 Average Unit Size: 772 Density(Units/Acre): 198.93 Year Built: 1959 Occupancy Rate: 93.9% PROPERTY AMENITIES None UNIT AMENITIES - None QUOTED MONTHLY RENT&CONCESSIONS Rent Inclusions: None Concessions: None Page 1265 of 1954 CUSHMAN&WAKEFIELD 61 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS COMPARABLE REN13 NO S . , Address: 1200 Pennsylvania Avenue a = City, State: Miami Beach, FL r 1 ,. I PROPERTY INFORMATION Property Sub-Type: Mid/High-Rise Number of Buildings: 1 Number of Units: 13 Number of Stories: 2 Net Building Area: 7,700 Land Area(Acres): 0.16 Average Unit Size: 632 Density(Units/Acre): 75.00 Year Built: 1938 Occupancy Rate: 100% PROPERTY AMENITIES None UNIT AMENITIES _ None QUOTED MONTHLY RENT& CONCESSIONS Rent Inclusions: None Concessions: None Page 1266 of 1954 CUSHMAN&WAKEFIELD 62 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS In total,the micro market inventory, including the subject property, represents 150 units. The comparable projects were constructed between 1938 and 2023 and range in size from 8 to 81 units. Individual unit sizes range from 577 to 989 square feet. The comparable apartment projects revealed occupancy levels ranging from 93.9 percent to 100.0 percent,with an average of 96.9 percent. MLS Rental Listings In addition to the apartment complexes in the market and in an effort to estimate the current market rent achievable for the subject's units, we searched for apartment complexes with similar characteristics as the subject (parking, luxury finishes and most recent construction)within the South Beach market,without waterviews or waterfrontage and few were encountered.Threfore,we have utilized MLS listings of similar interior condominium developments with similar levels of finishes as the proposed subject within South Beach (i.e. newer developments or renovated properties).The competitive properties are presented on the following table(note that studio units that fit the prior describe criteria were not enc luntered). MLS LISTINGS OF COMPARABLE CONDOMINIUM DEVELOPMENTS RENTALS-MIAMI BEACH 1 :4!:0!,:.41.-. .!;-,.:-_,A.I.,*w.c.i:,,,,,I,41,0A`:,,,- ;; '-i:._F,72ti:?';', r,.-::0Aliiiiit''''. .:::,.--';ri:!'re,,' ,-;-*-:_.. 1r,.-_ ...-.--D r� Lenox Villas 1040 10th Street 2006 1BR/1BA 204&304 745 $2,350 $3.15 2 1035 Euclid Condos 1035 Euclid Avenue 2016 1BR/1BA 11,22, 12 550 $1,448 $2.63 0 1450 Meridian Avenue 1450 Meridian Avenue 2015 1BR/1BA 102&202 404 $1,363 $3.37 0 Ertruria Condominium 1568 Pennsylvania Avenuie 2008 1BR/1BA 328, 315, 323 501 $1,641 $3.28 0 First Art No%eau 920 Pennsylvania Avenue 2015 1BR/1BA 3&4 470 $1,400 $2.98 0 Average 1 534 $1,640 $3.07 1450 Meridian Avenue 1450 Meridian Avenue 2015 2BR/2BA 101,201,205 630 $1,975 $3.13 0 Tee lime 321 S Shore Drive 1950 2BR/2BA 10 1,155 $2,100 $1.82. 1 The Montclair Condominium 1700 Meridian Avenue 2005 2BR/2BA 510,206, 305,410 1,024 $3,257 $3.18 1 First on 8th 801 8th Street 2015 2BR/1BA 106,201 608 $1,725 $2.84 0 Average 854 $2,264 $2.65 AVERAGE OF ALL UNITS 676 $1,918 $2.84 0 Subject Competitive Position In terms of unit amenities,we have assumed the standard amenities in the market as details were not provided for our analysis. To visually aid the reader in deciphering the subject's competitive position,we developed the following table,which qualitatively rates the subject and the comparables for age/quality,location,unit finishes,building amenities,parking and utilities included in the re t. Subject vs.Comparable Property Characteristics - '5. Unit Unit No. Comparable Name Location Quality Condition Amenities Finishes Wassherruryer Overall 1 820 15th Street Similar Similar Similar Similar Similar Similar Similar 2 1251 Euclid Avenue Similar Similar Similar Similar Similar Similar Similar 3 942 Lenox Avenue Similar Similar Similar Similar Similar Similar Similar 4 1044 Pennsylvania Avenue Similar Similar Similar Similar Similar Similar Similar 5 1200 Pennsylvania Avenu- Similar Similar Similar Similar Similar Similar _Similar Page 1267 of 1954 CUSHMAN&WAKEFIELD 63 PROPOSED COLLINS PARK DEVELOPMEVT APARTMENT MARKET ANALYSIS In terms of competitive position, the subject is similar to superior to the comparable properties. As such, market rent for the subject's units shoild fall towards the upper end of the comparable range based on its location within the northern portion of South Beach and the proposed new nature of the subject property. Interviews with on-site managers indicated rental rate increases have been occurring at most complexes over the past twelve months. A comparison of the subject's quoted rents to the comparables is presented in the Income Capitalization Approach. Presently, minimal rent concessions are offered at competitive projects due to the limited availability of vacant units. Altiough it varies, most of the properties require tenants to pay all utilities while the property owner pays for pest.—he subject's property lease terms are consistent with the market. Other Competition We surveyed the local market to determine if there are other competing apartment projects not previously listed in our analysis. There are other apartment complexes located more distant from the subject property, or which have inferior or superior attributes that would preclude them from being competitive with the subject property. Proposed Competition Our research for this assignment included investigation of potential near-term changes in the apartment market that would impact the subject property. We are not aware of any new rental complexes that would compete with the subject in the South Beach market. Competition Summary Overall,the properties presented represent the subject's most direct competition. Demographic Profile Understanding the demographics of a region helps to ascertain the underlying fundamentals of real estate supply and demand. The foundation of our analysis in the delineation of the subject's profile area may be summarized as follows: • Highway accessibility, including area traffic patterns,and geographical constraints; • The position and nature of the area's residential structure, including its location within a heavily developed apartment area, which adds competition for the subject and at the same time adds strength and composition to the appeal for tenants; and • The project and unit eme i ity composition of the subject property as compared to its competition Given all of the above, we believe that a primary market for the subject property would likely span an area encompassing about three miles. The subject's secondary market might span up to five miles from the site given its regional accessibility and location of competitive properties. Based on these observations,� we analyzed a primary demographic profile for the subject based upon a radius of approximately three miles froth the property. To add perspective to this analysis, we segregated our survey into one,three,and five mile concentric circles with a comparison to the CBSA,state,and the United States.The report on the following page presents this data. Population Having established the subject's trade area, our analysis focuses on the trade area's population. Experian Marketing Solutions, Inc., provides historical, current and forecasted population estimates for the total area. Patterns of development density and migration are reflected in the current levels of population estimates. CUSHMAN&WAKEFIELD 64 Page 1268 of 1954 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS Between 2000 and 2020, Experian Marketing Solutions, Inc., reports that the population within the primary trade area(3.0-mile radius)increased at a compound annual rate of 0.58 percent.This is characteristic of suburban areas in this market. This trend is expected to continue into the near future albeit at a slightly slower pace. Expanding to the total trade area(5.0-mile radius), population is expected to increase 0.95 percent per annum over the next five years. The following page contains a graphic representation of the current population distribution within the subject's region. The graphic on the second following page illustrates projected population growth within the trade area over the next five years(2020-2025). The trade area is clearly characterized by various levels of growth. DEMOGRAPHIC SUMMARY 1.0-Mile 3.0-Mile 5.0-Mile City of Mlami-Dade State of Radius Radius Radius Miami Beach County Florida POPULATION STATISTICS 2000 17,758 56,450 166,429 88,064 2,253,408 15,967,608 2020 17,595 63,361 219,277 94,276 2,736,042 21,391,699 2025 17,537 63,464 229,936 94,528 2,816,396 22,406,802 Compound Annual Change 2000 - 2020 -0.05% 0.58% 1.39% 0.34% 0.98% 1.47% 2020 - 2025 -0.07% 0.04% 0.95% 0.05% 0.59% 0.93% HOUSEHOLD STATISTICS 2000 10,141 32,004 77,346 46,247 776,807 6,330,098 2020 10,028 35,536 110,423 50,611 962,333 8,511,499 2025 10,046 35,634 117,198 50,924 996,034 8,958,316 Compound Annual Change 2000 - 2020 -0.06% 0.52% 1.80% 0.45% 1.08% 1.49% 2020 -2025 0.04% 0.06% 1.20% 0.12% 0.69% 1.03% AVERAGE HOUSEHOLD INCOME 2000 $44,813 $58,880 $48,711 $53,906 $52,794 $53,493 2020 $93,012 $114,515 $93,066 $101,068 $80,798 $80,866 2025 $106,938 $130,443 $104,975 $115,388 $91,126 $91,313 Compound Annual Change 2000 -2020 3.72% 3.38% 3.29% 3.19% 2.15% 2.09% 2020 -2025 2.83% 2.64% 2.44% 2.69% 2.43% 2.46% OCCUPANCY Owner Occupied 33.32% 39.66% 30.95% 37.02% 52.27% 65.40% Renter Occupied 66.68% 60.34% 69.05% 62.98% 47.73% 34.60% SOURCE:©2020 Experian Marketing Solutions,Inc.•All rights reserved CUSHMAN&WAKEFIELD 65 Page 1269 of 1954 PROPOSED GOWNS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS CURRENT POPULATION MAP - alms 'It a a i -,: . t ti I. 110611 _ {r yy� i . S_`1, eat { rt ` r r .. II - -. L West Littl+'iivuc , ,t= t v I , 1 r f• �- Hialeah ! °" - . ,. ,r J"' - + ;, .. t - — !Mtary fntematanaI Arpcvt `a•-•• . I I t•t.---' - •- 1 _ Vis:. Mlam.43, •1. ,-; - -_ - MN wan715n Turmas 3 , . iiiems* + ;4F i'm . r Coral Gables > _T:.-.. - _ -.may 4- . 871 r .s.:.:„,-,‘„. y _ '- 7 ry=� : 0 .. 2 -. a :1 • ' �w Population - 1: 35,932-58,098 Population -2: 28,504-35,931 Population -3: 15,533-28,503 Population -4: 672- 15,532 Page 1270 of 1954 CUSHMAN&WAKEFIELD 66 • PROPOSED COLLINS PARK DEVELOPME T APARTMENT MARKET ANALYSIS POPULATION GROWTH MAP Eakin0` � 19 f. , -- --- : •,.N . ..;„_ i 1. , , . , .•k U-' - - r West Litt) Rim - h ' - -_ t IrS, .y.. 1 Hialeah `- 5 - I o F .) •Man(nte ` '""'"'N.. :,,. it. I , .11 :.� .. It •®- - Miami h . Terrace Vft. FiSr7^e '-- 9Tae is I Coral Gables _ 8761 r - ii_ { 0 2 -: '3 C3 a- ii Population Growth- 1: 36,443-58,732 Population Growih-2: 29,715-36,442 la Population Growih-3: 16,431 -29,714 M Population Growth-4: 697- 16,430 Households A household consists of a person or group of people occupying a single housing unit,and is not necessarily a family unit.When an individual purchases goods and services,these purchases are a reflection of the entire household's needs and decisions,making the household a critical unit to be considered when reviewing market data and forming conclusions about the trade area as it impacts the subject property. Figures provided by Experian Marketing Solutions, Inc., indicate that the number of households is increasing at a faster rate than the growth of the population. Several changes in the way households are being formed have caused this acceleration, specifically: • The population is living longer on average.This results in an increase of single-and two-person households; • Higher divorce rates have resulted in an increase in single-person households; and CUSHMAN&WAKEFIELD 67 Page 1271 of 1954 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS • Many individuals have pos-poned marriage,also resulting in more single-person households. According to Experian Marketi g Solutions, Inc.,the Primary Trade Area grew at a compound annual rate of 0.52 percent between 2000 and 2020.Consistent with national trends the trade area is experiencing household changes at a rate that varies from population changes. That pace is expected to continue through 2025,and is estimated at 0.06 percent. Correspondingly, a greater number of smaller households with fewer children generally indicates more disposable income. In 2000, there were 1[173 persons per household in the Primary Trade Area and by 2020, this number is estimated to have increased to 1.75 persons. Through 2025, the average number of persons per household is forecasted to decline to 1.75 prsons. Average Household Income A significant statistic driving thle success of an apartment market is the income potential of the area's population. Income levels, either on a per capita, per family or household basis, indicate the economic level of the residents of the market area and form an important component of this total analysis. Trade area income figures folr the subject support the profile of a broad middle-income market. According to Experian Marketing Solutions, Inc., average household income within the primary trade area in 2020 was approximately$114,515, 113.30 percent of the CBSA average($101,068)and 141.73 percent of the state average ($80,798). Further analysis shows a relatively broad-based distribution of income, although skewed toward the lower income brackets similar to the distribution within the larger CBSA.This information is summarized as follows: DISTRIBUTION OF HOUSEHOLD INCOME }'_ t.0-Mile 3.0-Mile 5.0-Mile City of Miami-Dade State of Category Radius Radius Radius Miami Beach County Florida $150,000 or more 14.48% 20.17% 15.13% 16.83% 10.88% 10.23% $125,000 to$149,999 3.31% 4.29% 3.85% 3.97% 4.28% 4.70% $100,000 to$124,999 7.61% 7.90% 7.58% 6.81% 7.64% 8.23% $75,000 to$99,999 13.05% 11.39% 10.65% 10.91% 11.46% 12.70% $50,000 to$74,999 15.54% 15.26% 16.06% 15.49% 18.04% 19.22% $35,000 to$49,999 12.75% 10.46% 11.30% 11.49% 12.71% 13.60% $25,000 to$34,999 7.15% 7.22% 8.12% 8.48% 9.61% 9.99% $15,000 to$24,999 10.59% 8.77% 10.34% 10.59% 11.15% 10.21% Under$15,000 15.52% 14.54% 16.97% 15.43% 14.22% 11.14% SOURCE:©2020 Experian Marketing Solutions,lnc.•AMI rights reserved The previous chart makes it clear that the distribution of higher income level households increases as distance from the subject increases. The following is a graphic presentation of the household income distribution throughout the trade area that clearly shows the area surrounding the subject to be characterized by lower to middle income households. Higher income areas are located in surround ng suburban communities. Page 1272 of 1954 CUSHMAN&WAKEFIELD 68 PROPOSED COLLINS PARK DEVELOPMENT APARTMENT MARKET ANALYSIS .z.f.- _' :, •,* . =-- HOUSEHOLD INCOME MAP _. ._. -1,•-' ( - - _°'.,--". -,7-;,2_ , I t 14 I - 1 , , -'•- -;:- -..* ,f_-_, *, • _ -.-e- -I./ waft email •_ __: .. _ 5 a i t 911,,..23:1 , 4,4 k-,•& -- „,..„,..• _ West Littl ,-, :R,73._ . -- ---„_, .1 _ . . i Hialeah t„,2 ,.4,....-„,,,----- . 4. . - -.M. " ---- s. ,4 i 1 __, _&—'-'04 - - - ' --' _.,._....... ild, -,- 7.4 p. 1 i Warn;rntemirbonal Atrprot _t ..... -- Mr _• , - '.• Nn* .., __.... i 4 ... • •-,..3••. - , ._. ,- It,. s _ -_,, -,,,_, . , --g- R4 su,wm._,, ' - -. • -g- . Terrace _ •:,.. - .t. , 5 . 7 17, .,-' , • -,- t i 76.1 ,,. I ..., ..„. . stigl ' p_-• !k: -4 — -... .--- .. Coral Gables' e„.-------.• }"ia _ • '4 e , ,. 1- . •J .-, .. ,,,.., - o 4 .--- - o 4. -1 - - I..... Household Income - 1: $119,194 -268,730 Household Income' -2: $74,991 -119,193 Household Income -3: $45,471 -74,990 Household Income -4:$39,256-45,470 - . CUSHMAN&WAKEFIELD 69 Page 1273 of 1954 PROPOSED COLLINS PARK DEVELOPMENT MARKET ANALYSIS Housing Occupancy As illustrated on the Demographic Summary Table presented earlier, there are 10,028 occupied housing units in the subject's one-mile radius, 35,536 occupied housing units in the primary trade area (3.0-mile), and 110,424 in the total five-mile trade area. The depth of the rental housi g market can be measured by these demographic statistics. The percentage of occupied housing units that are renter occupied is an indicator of demand within an area. Markets that have a high percentage of renter units are indicative of a more transient population. For reference, we note that the United States has 34.60 percent of its occupied housing stock occupied by renters, while the subject's State and CBSA have 47.73 and 62.98 percent of this same stock occupied by renters. This compares to the local statistics,which reflect renter occupied ratios of 66.68 percent, 60.34 percent and 69.05 percent in the 1.0-, 3.0-and 5.0-mile trade areas, respectively. Local Area Housing Miami Beach is a well-established community within Miami-Dade County. Residential development comprises mostly older single-family detached and multi-family residences and apartment complexes within planned communities throughout the local area. Residential growth is mostly located in outlying areas of the community with greater land area available for development. According to Experian Marketing Solutions, Inc., there are 49,818 housing units within a three-mile radius of the subject property. The median year built of the existing housing stock is 1969. The median home value within a three-mile radius of the subject property as of 2020 was $429,941. There is a large proportion of owner-occupied housing, comprising about 40 percent of total occupied housing units within a three-mile radius of the subject.The following table reflects a hous;ng summary including the total number of housing units, median housing value and median year built in the local area, as well as the Miami region, State of Florida and U.S.for comparative analysis. HOUSING SUMMARY 1.0-Mile 3.0- Mile 5.0-Mile City of Miami-Dade State of Radius Radius Radius Miami Beach County Florida HOUSING STATISTICS 2020 Est.Total Housing Units 13,827 49,818 141,328 68,373 1,045,184 9,768,192 2020 Est. Median Housing Value $414,319 $429,941 $378,977 $403,161 $281,334 $217,369 2020 Est.Median Year Built 1964 1969 1978 1968 1978 1987 SOURCE:©2020 Experian Marketing Solutions,Inc.•AII rights reserved Conclusion We analyzed the profile of the subject's region in order to make reasonable assumptions as to the continued performance of the property. A regional and local overview was presented which highlighted important points about the study area.Demographic and economic data specific to the residential market were also presented. Demographic information relating to these sectors was presented and analyzed in order to determine patterns of change and growth as it impacts the subject property.The data quantifies the dimensions of the total trade area,while our comments provide qualitative insight into this market. A compilation of this data forms the basis for our projections and forecasts for the subject property.The following are our key conclusions. Page 1274 of 1954 CUSHMAN&WAKEFIELD 70 PROPOSED COLLINS PARK DEVELOPME T MARKET ANALYSIS • Vacancy levels for the Miami-Dade Apartment market are up over last year and are expected to decrease from 7.9 percent next year to 6.5 percent in 2024. Reis forecasts that construction will outpace absorption in the near future, and that rental rates should increase over the same period. In Miami vacancy levels are expected to decrease to 6.9 percent by 2024,and rental rates are forecast to increase from$2,482 per month in 2020 to $2,624 per month during tFTe same period. • The subject property mot directly competes with the other apartment complexes in the vicinity. These properties are generally well maintained and have high occupancy rates. • As such we believe the property will serve a market encompassing a radius of 5.0-miles. Over the next five years, both the population and number of households in the subject's trade area are projected to remain fairly stable. Household income levels in the area are lower than the state or CBSA both significantly above national levels. • The subject has very good accessibility via the regional Interstate network and local arterials that provide linkages throughout the Miami CBSA. • Based on our analysis we concluded that the subject is well positioned within its market area and the prospect for long term net appreciation in real estate values is expected to be good; however, the local market will be challenged in the near term based on the current and projected effects of the Covid-19 pandemic, as well as the large amount of supplylthat is current under construction within central Miami-Dade County that is projected to be completed over the next year. Page 1275 of 1954 CUSHMAN&WAKEFIELD 71 PROPOSED COLLINS PARK DEVELOPMENT IMPROVEMENTS DESCRIPTION Property Analysis Site Description Location: 224 23rd Street Miami Beach, Miami-Dade County, Florida 33139 The subject property is located on the northeast corner of Liberty Avenue and 23rd Street in Miami Beach, FL. Shape: Irregularly shaped Topography: Level lat street grade Land Area: 0.45 acres/ 19,750 square feet ___1_. Frontage: The subject property has good frontage.The frontage dimensions are listed as follows: Liberty Avenue: approximately 120 feet 23rd treet: approximately 150 feet Access: The subject property has good access from off of Liberty Avenue and NE 231d Street. Visibility: The subject property has good visibility from off of Liberty Avenue and NE 23rd Street. Soil Conditions: We wlere not given a soil report to review. However,we assume that the soil's load-bearing capacity is sufficient to support existing and/or proposed structure(s).We did not observe any evidence to the contrary during our physical inspection of the property. Drainage appears to be adequate. Utilities: Utility providers for the subject property will be as follows: Water Municipal Sewer Municipal Electricity FP&L Gas N/A Telephone AT&T Site Improvements: Site improvements will include parking areas, curbing,signage, landscaping,yard lighting and drainage. Land Use Restrictions: We ilAiere provided a title report for review. We are not aware of any easements, encroachments, or restrictions that would adversely affect the site's use. We recommend a title search to determine whether any adverse conditions exist. CUSHMAN&WAKEFIELD 72 Page 1276 of 1954 PROPOSED COLLINS PARK DEVELOPMENT IMPROVEMENTS DESCRIPTION Flood Zone Description: The sJbject property is located in flood zone AE (Special flood hazard areas subject to inundation by the 100-year flood determined in a Flood Insurance Study by detailed methods. Base flood elevations are shown within these zones. Mandatory flood insurance purchase requirements apply) as indicated by FEMA Map 12086C0317L, dated September 11, 2009. The flood zone determination and other related data are provided by a third party vendor deemed to be reliable. If further details are required, additional research is required that is beyond the scope of this analysis. X500 or B Zone _ A Zone V Zone D tune Fbodway CBRA Wetlands: We were not given a wetlands survey to review. If subsequent engineering data reveal the presence of regulated wetlands, it could materially affect property value. We recommend a weilands survey by a professional engineer with expertise in this field. Hazardous Substances: We observed no evidence of toxic or hazardous substances during our inspection of the site. However, we are not trained to perform technical environmental inspections and recommend the hiring of a professional engineer with expertise in this field. Overall Site Utility: The ubject site is functional for its proposed use. Location Rating: Good • CUSHMAN&WAKEFIELD 73 Page 1277 of 1954 PROPOSED COLLINS PARK DEVELOPMENT IMPROVEMENTS DESCRIPTION t TAX MAP - i / e t - ��/ `- S T j rr ......,• ...,. ,...,„ . .., .__. itgr f / ....... ] rr.s 3. ` � t s t =g-v' - 1 A f C CUSHMAN&WAKEFIELD 74 Page 1278 of 1954 PROPOSED COLLINS PARK DEVELOPMENT IMPROVEMENTS DESCRIPTION SURVEY `'-- 7.5,d STEEET ,.AMANTIC. AVE PLAT) SKETCH IIC Rr• ' SIrr MAL WIN RR 7•T SKE ICI I LOCATION —4-.4- --- -o•a-L;1;t-RJ.naLrt;-i;- ----t -......................<<I, 7,,,,,"i y/ ille weir sera,OW an Waif I Mean WA MET MOW= we m rev,wiz an ' r i 4^r� # t -EooYw' r?.tti' LEGEND Sc A3BREVIATICNS • 1 - V , lir Aswal L F.{WPI �A Ir I 1��//i w IWr4 ilrY RM4 unman. `ll■■ / • ilk trrtl•s NOW .t Man"Lie w wlrscorwa 1 ��¢�\ - FOI II kV I �7 ' a aaTu Ise w lar94WD. C / fit- 22 oArtMINC Oi 1 ^� EL azeptot s .140aR•Feta w k. Mrsrt'M n.e '''-'s,! j • NMI '_ " Lai I I " 9� I* I 10Z. -r T, % Oak M.I4 •n mar..r-.n f K - -. 6 tigflw gar rwlaaW* WNW n r Rho PP FM le▪ MEWL MS !'-�IriE �e-131'AQ(��'^ !(rl- • P. n or.mg * rrRras i ��t W rl€ !:i 46. 'Et JV, T I l iP'�,. I Mr(r r�RR WWI r3 �i Oy: — til ACRES+- �{ 1 I Lo z /!/I ® LUL-A11ON SI<ET:,'H 0 aa:PrE w . t�: n J • Vii•+r.l I /'siT' j I L,7i] LIST' <lyl P y II i i • 477711o'E tMV,"/II � A� pESCRIFTl7N '7F LANDS T S I +mK I t r elm=rem raw 'Y<Ia k r., ,� ,. '7e `V; Irm W6 ILIS••rr nrm1 t mast V we`�,lt WO ax WM aT j,1, 1 1111 `:: _ r!/orrv'rlcrY�WRrp/y1'n®te .• _ _ • rnxrcR•.rrl•raA�IF6is YW-Mxe.n - a i1y ... _10 . AE. eM � Ate, .. 'UMW is VW W rm nwRa ror an a pn tP d. 'G. ?.D.C95 ,rs' ./mss mrt:Pe I ILAIRR.•YILLrHOr LCrYa rll�WriKCm. . Y// K nLR cWs P rw�/6r Y/OIBR Flask ...t.L is I. ` ;I' ----ii•• _ / THE tlfI KrY Oft rr-aV[GrfR•illi� lIMI I / i �- I;` (p, f i -� I WA1M wr•n.tFET 1.•tE.Ff MLO utak a MIAMI 9FIACHI eEMNA..`I9RAN4 / V1 l!_1 1 i`,___ -I ,/�!�= I j4KVEYJ(RS NUTES1 1. 1 I.. I 3LiL�IN' _C FRUIT tryuvntr_ -17. FT t mL em.ls wr•a n POP r.r>aw w mama w m SEMIS nro _ I ♦ w I.•ne in WN araws•tw M mapltPpa pmllG �1 r 17.3..11 I �f7® \ �•E We Ta aUnT� tw w EI Ow IM rwf16 :~ •� '� WT'; LOT t0�` Ip \LOi 9 I Lig'L -sS f Ua<" ` t=WOW rI w awWC MO l IP WWN.a.1 o e �r. ,I�u� t�,. r I 'it L• I on _lorewrrrLau=nan.aarm RLOWGE.® ULIt] Nu. •--F000 0. .. t ma raawr•.K.:a1•er.•.tram WR•sAreT y • 02-rs iS-0.41-IA50* :4-5 6-0V'-I-IJAN ;19-37.'-(i-1 1-p1;7(I `ha.wa'i rm ur¢c�l�er WC armor.Re NW�rTue G I� I /r: I PMPuC1CA �=MEI 1.II6 NAM=1N 7 ne Yw UM Ma•O R down • baarmaMrnR'NI•r•r �a�Y MeV WSW o�MR n M K e I � I�. �,':.a— 1 i I• Yawl r aaram w a•r• / >y'9K".r'�s�"w'i liow"`m"+klorvnr.ay..�rtxrrrtsM.""�ia - ! Yw[�.rla v ne ,aGrr Ioaur_ykr iattrw•°/rte', I ( WEI me F a.B K flan.S allare �r waT•ml nab �iT L1� Islmnrt WMOM h lm inrrr YQ w Tie rorGi MUM, r-F 'r 1� `. . .. .: 1 • ata•x MOMS aaRMa ww rw Uuw+rc a.ac••(run. `./ 4J• 1'511.. + -' I MRYYRRArA M1•mIU ear COI t w'�rrn►, - • - �^EPTiFlGAT1ON. il: t _ —r-� ----------- _ --------- • -- — tM °i.•.�'r'a: ss, n1Llt •r I �en�'�'1REET Ti�"1p`� 'v a �w w .rtiE rte,•FaI�aVE PLAT; Iw `�' "Ir� ,a!'•/W..E,EV M.InT.MEAL nTTtr/tsrtl@} 2EC:OFt9.i..U-ME f > n- MIS dal l YwAG tlir*4in.lra gym. I •e w::•.- kr:numb: 1 rwwH a•w1w :. _ '+0.9 CITYpj(7 pl 1'�`�`r♦r..�-• sN rnan- mowvuP4tOsainnie r 'c` ttlAvI MACH Ak- .l4 tIoiARt a:+lrww..•.ra:•rA,"• gi . aR+..- r.•. 2r AMPJi._ .01M. wnb. . to .-•it as :.o Arman aq}maL -4.1J-r- args.9 CUSHMAN&WAKEFIELD 75 Page 1279 of 1954 PROPOSED COLLINS PARK DEVELOPMENT IMPROVEMENTS DESCRIPTION .,. P---,-,R-,.'OPOSED RENDERINGS . ._. . •7--a r•-„, / ---„,_ 1 , `-----. / --,..„..., / -..„ ---, :,. -------., / ----.. ---..., t / ..„. --, ----.„ /1 ' / : . I t *----„. I 1 -----___ I-- ' I • __ ... I 1 i • .., ' •. :-. . 1 • ii.-- 4, . ... • ,.. , • • • ' ! • ;.--------'I 1 r al ' 'F.-------: ----=--- --..;',.+, 4_,_ -.., el. t-,.., :,,,,. ,, .• . ' • - . ' 1 . 1 3 I t . '1! Ac ...- -,: ........ -,-, --. . • _1,7._.,.. . ; I : : ' • : ' i 1 !II i 1 ! 11111 111111 1;111111 ir .' -.i • ' ' - - :- l'''.'.' '.. ____„______,__, --.:-=7_2.-• • ___ - .—.--': -.•--...—....L...-----2-=---2222---____ —— ___.- -.— -----7-2-7:-- — —-—' . -..----- ____----• _---=2-..7.=-- ---•-2--—-------——I ------------ ---- -- -------- - _---------- • CUSHMAN&WAKEFIELD 76 Page 1280 of 1954 PROPOSED COLLINS PARK DEVELOPMENT IMPROVEMENTS DESCRIPTION . . . . . -.,.. T. ..,.,..„ ,-.-.- ' PROPOSEEYRENDERIKOS' --t.-, ,. •T . . . . ...' • • f' . .. 1 , ,/•". . , . ,. • . • ,... . , I I'•' i .. ........ ..,., ,,,....... , k• ,,.. 4A,.. • . c• . t::..• . i . ......' • .. ,..., ..,.. 1.. .. , •..,..* ',': • ' '•:.'' .• .''''• , . .,, • ...., v...., • '1::.7).., ! '''•'. 1....r-- .,%,-, -...'•-4,..- ---,-- - ------' - _ _r.t.7;-• 44. 7 .T:::1:1:\,:,.t.‘"*..i-,, „_: _ _._,,. ,i..__.. _ _-- -.- ,1•.----:t." !. 1 --;i, • ":.:,,,- -.J:,Ir,z.4',•-.-.4.-.;.:-. ---,... . 0‘ - , p 111-1 f •i-' - -...- „ IIII .- -— :: - All ;1. . ' • 1111 1 . All 1 , i ...._. • . -4.--1 -- c . . _-_,:.—..fi - .__ . ' ---..1.iiiii.7 —"*"-' '------.."116":7-7W-177,----:•-•4:-1.-- --t, - -. •— • _ - . . _ L ---• - _ : Adi . _•1 _ ____. _. • . ......._...... --• CUSHMAN&WAKEFIELD 77 Page 1281 of 1954 PROPOSED COLLINS PARK DEVELOPMENT IMPROVEMENTS DESCRIPTION Proposed Improvements Description The subject property is to be improved with a 81-unit apartment complex. It should be noted that we included the proposed Miami Ballet Dorm space as one unit as the entire floor is projected to be master leased.The Miami Ballet Dorm space will contain 12 dorms spaces of ten,two bedrooms and two, one bedroom units and a total of 32 beds.The sLbject's proposed unit mix is presented in the following table: UNIT MIX No. Percent Unit NRA No. Plan BR BA Units of Total (SF) (SF). 1 Studio 80%AMI 0 1.0 20 25% 403 8,060 2 Studio 120%AMI1 0 1.0 20 25% 403 8,060 3 1BR/1BA 80%AMI 1 1.0 10 12% 518 5,180 4 1 BR/1 BA 120%AMI 1 1.0 10 12% 518 5,180 5 2BR/2BA 80%AMI 2 2.0 10 12% 640 6,400 6 2BR/2BA 120%AMI 2 2.0 10 12% 640 6,400 7 Miami Ballet Dorris 2 2.0 1 1% 12,733 12,733 TOTAUAVERAGE 81 100% 642 52,013 `AII averages are weighted The following description of proposed improvements is based on our review of building plans and our discussions with the developer. PROPOSED GENERAL DESCRIPTION Year Built: 2023 Year Renovated: N/A Number of Units: 81 Number of Buildings: 1 Number of Stories: 7 Land To Building Ratio: 0.27 to 1 Gross Building Area: 72,972 square feet-Total Building Net Rentable Area: 52,013 square feet-Apartment area 6,000 square feet—Ground Floor retail area 58,013 square feet—Total rentable area PROPOSED CONSTRUCTION DETAIL Basic Construction: Concrete block Foundation: Concrete slab on piles CUSHMAN&WAKEFIELD 78 Page 1282 of 1954 PROPOSED COLLINS PARK DEVELOPMENT IMPROVEMENTS DESCRIPTION Framing: Structural steel with masonry and concrete encasement Floors: Concrete poured over a metal deck Exterior Walls: Concrete block Roof Type: Flat with parapet walls Roof Cover: Sealed membrane Windows: Thermal windows in aluminum frames Pedestrian Doors: Glass, wood and metal PROPOSED MECHANICAL DETAIL Heat Source: HVAC Heating System: Forced Air Cooling: HVAC Cooling Equipment: The cooling equipment will be located on mechanical floors in building. Plumbing: The plumbing system is assumed to be adequate for the existing use and in compliance with local law and building codes. Electrical Service: Electricity for the building will be obtained through power lines. Electrical Metering: Each unit is separately metered. Emergency Power: None Elevator Service: The building is anticipated to contain an adequate amount of elevators. Fire Protection: 100%sprinklered Security: Exterior and interior monitors PROPOSED INTERIOR DETAIL Layout: The subject property will consist of an 80 unit high-rise apartment complex, which are located in seven stories, with the second floor being master-leased to the Miami City Ballet in a dormitory layout with 12"units"with multiple beds per room, which we are counting as one master unit in our analysis, we did bringing the total number of units to 92. The ground floor will contain a 6,000 square foot retail area space.The property will not contain parking and residents will have access to the public garage on the northern side of the property. The fifth floor will contain the amenities at the subject.Additionally,the property will have a rooftop wellness space Floor Covering: Ceramic Tile or vinyl plank as is common of new developments in the market Walls: Drywall Page 1283 of 1954 CUSHMAN&WAKEFIELD 79 PROPOSED COLLINS PARK DEVELOPMENT IMPROVEMENTS DESCRIPTION Ceilings: Drywall Lighting: Fluorescent Restrooms: Apartment units are equipped with one or two full bathrooms. The bathrooms consist of a shower/tub kit with wall-mounted showerhead,toilet, sink,vinyl and ceramic tile floor covering. PROPOSED AMENITIES Project Amenities: The project will contain ground floor retail and a 5th floor amenity deck and a residents lobby. The property will also have a rooftop wellness space. Based on the floor plans provided, the ballet master leased floor will contain a small fitness center and a kitchen area. No additional details were provided regarding the subject amenities. Unit Amenities: The ownership group did not provide a description of the interior of the units; however,we have estimated that the interior of the units will be in line with other luxury complexes in the market. Page 1284 of 1954 CUSHMAN&WAKEFIELD 80 PROPOSED COLLINS PARK DEVELOPMENT IMPROVEMENTS DESCRIPTION PROPOSED SITE IMPROVEMENTS Parking: The property will have access to 58 garage parking spaces at the public garage to the north of the property, reflecting an overall parking ratio of 0.70 spaces per unit.The developer has requested a waiver of required parking applicable to the project. In order to accommodate the parking needs of workforce housing tenants in the building,the developer has requested that the City provide access to up to fifty-eight (58) monthly parking passes at the nearby Collins Park Garage,with the monthly parking passes available for purchase by the Project's workforce housing residents, at the then applicable City rate, on a first-come- first-served basis. The parking spaces adequately support the proposed apartment users, particularly due to the large amount of smaller unit types at the subject. Additionally, the following new and proposed mid-rise and high rise apartment complexes in South Florida have the following parking ratios and are not located adjacent to Public Transportation: Aviva—Miami, FL-1.5 spaces per unit Modera Coral Gables(aka Milagro) —Miami, FL- 1.9 spaces per unit Riverhouse—Miami, FL- 1.6 spaces per unit River Oaks—Miami, FL- 1.7 spaces per unit Urbanea-—Miami, FL-1.9 spaces per unit The proposed parking ratio is below new developments in the urban core of Miami-Dade County, which we have considered in our analysis. There is municipal surface street parking in front of the property and throughout the neighborhood. It should be noted that we are also aware of one new Class A apartment complex within the Miami core, Muze at Met,that does not have any on-site parking. It should be noted that older residential product in the heart of South Beach has little to no on-site parking and residents typically utilize municipal street parking via residential parking permits. Therefore, the subject parking ratios are reasonable and higher than other smaller apartment complexes in the local market, despite being lower than other new high-rise apartment developments in the county. Onsite Landscaping: The site will be landscaped with a variety of trees, shrubbery and grass. Other: Site improvements will include parking areas, curbing, signage, landscaping, yard lighting and drainage. CUSHMAN&WAKEFIELD 81 Page 1285 of 1954 PROPOSED COLLINS PARK DEVELOPMENT IMPROVEMENTS DESCRIPTION PROPOSED PERSONAL PROPERTY The subject property will have typical personal property associated with an apartment complex including leasing center furniture fixtures and equipment, and model furnishings. While we recognize that there are various items of personal property associated with the operation of an apartment complex, buyers in the subject's market do not typically allocate a separate value for these items in their purchase decisions. PROPOSED SUMMARY Proposed Condition: Excellent Proposed Quality: Excellent Effective Age: 0 years Expected Economic Life: 50 years -Upon Completion Remaining Economic Life: 50 years-Upon Completion PROPOSED FUNCTIONAL OBSOLESCENCE Description: There is no apparent proposed functional obsolescence present at the subject property. PROPOSED EXTERNAL OBSOLESCENCE Description External obsolescence is the adverse effect on value resulting from influences outside the property. External obsolescence may be the result of market softness, proximity to environmental hazards or other undesirable conditions, spikes in construction costs, cost estimates that don't properly reflect changes in the local market, the lack of an adequate labor force, changing land use patterns,or other factors. Based on a review of the location of the subject as well as local market conditions,external obsolescence does not exist within the subject submarket. CUSHMAN&WAKEFIELD 82 Page 1286 of 1954 PROPOSED COLLINS PARK DEVELOPMENT REAL PROPERTY TAXES AND ASSESSMENTS Real Property Taxes nd Assessments Current Property Taxes The subject property is located in the taxing jurisdiction of the Miami-Dade County, and the assessor's parcel identification is 02-3226-001-0460.According to the local tax collector's office,taxes are current. In the State of Florida, all real property is subject to re-assessment on an annual basis. For commercial properties, a sale of the property does not automatically trigger a re-assessment. However, any sale of a property at a price well above the prior assessed value has a high probability of resulting in a re-assessment during the next tax year. All properties are assessed as of January 1 of the tax year. The preliminary assessed values are not made public until sometime between August and September of the tax year. Taxes are not due until the end of March of the next calendar year. By statute, real property is to be assessed at"just value",which is considered to be market value less transaction costs. From a practical standpoint, most commercial properties tend to be assessed at between 70 and 90 percent of market value. Due to the steep increases that have occurred over the past year for apartment properties, many properties have fallen to the lower end or below this typical ratio. As mentioned, taxes are due at the end of March of the following calendar year. Discounts are available for early payment. The earliest payment is November of the tax year and the maximum discount is 4.0 percent. In our opinion, a prudent investor would take advantage of this discount.As a result,we have factored it into our analysis. Ten Percent Cap The State of Florida Constitution was amended in 2008 with what is referred to as the"10 percent rule". This rule limits the increase in assessed value of all non-homestead property to a ten percent increase from the previous year for all levies other than school district levies. This rule applies to all property types as long as no new improvements were made to the property during the previous year. Note that once a property trades in the market, the ten percent rule is no longer in effect. The assessment and taxes for the property are presented in the following table: PROPERTY ASSESSMENT INFORMATION , ; Assessor's Parcel Number: 02-3226-001-0460 Assessing Authority: Miami-Dade Current Tax Year: 2020 Are taxes current? Taxes are current Is there a grievance underway? Not to our knowledge The subject's assessment and taxes are: Below market levels ASSESSMENT INFORMATION Assessed Value Totals Total: 1 $987,500 TAX LIABILITY Total Tax Rate 0.00% Total Property Taxes $0 Number of Units 81 Property Taxes per Unit $0 Compiled by Cushman&Wakefield Regional,Inc. Page 1287 of 1954 CUSHMAN&WAKEFIELD 83 PROPOSED COLLINS PARK DEVELOPMENT REAL PROPERTY TAXES AND ASSESSMENTS It should be noted that the subject site is owned by the City of Miami Beach and does not pay real estate taxes. We have considered that the proposed development on the subject site will also not be subject to real estate taxes, per the development agreement we were provided. Therefore, no ad valorem real estate taxes have been included in dour analysis. Page 1288 of 1954 CUSHMAN&WAKEFIELD 84 PROPOSED COLLINS PARK DEVELOPMENT ZONING Zoning General Information The property is zoned GU, Government Use by the City of Miami Beach. A summary of the subject's zoning is presented in the following tabl : Municipality Governing Zoning: City of Miami Beach Current Zoning: GU, Government Use Current Use: Parking Lot Is current use permitted: Yes Proposed Use: Multi-Family Is proposed use permitted: Not applicable Permitted Uses: Permitted uses within this district include any government owned or leased properties,parking lots and garages,parks,performing arts and cultural facilities,and memorials. Prohibited Uses: Prohibited uses within this district include industrial uses ZONING REQUIREMENTS I CODE I SUBJECT COMPLIANCE Compiled by Cushman&Wakefield Regional,Inc. The ownership group provided an approval letter signed by the City of Miami Beach Mayor, Dan Gelber,on July 17th,2019 approving the development of the proposed plans. Project would ultimately be not-for-profit in character, in that it would be leased by a non-profit entity and used for not-for-profit purposes at all times. Per the development agreement with the City of Miami Beach,the subject must contain at least 50 percent of its units as studio units, of which 50 percent will be leased to those earning 80 percent of the Miami- Dade County Annual Media Income (AMI) and the remaining 50 percent of studio units will be leased to residents earning 120 percent of the AMI. 25 percent of the total units must be one bedroom units, 50 percent being leased to 80 percent AMI and the remaining 50 percent being leased to 120 percent AMI. While the remaining 25 percent of the units will be two bedroom, renting 50 percent to those making 80 percent of AMI and the remaining units being leased to those making 120 percent of AMI. See below the breakdown of the maximum amount of rent that can be charged to tenants based on the current $59,100 AMI of Miami-Dade County. We have considered this in our projection of market rental rates,we have also considered that the developer's projections of rents that can be achieved at the subject are at the maximum rent limits as outlined in the following chart. Page 1289 of 1954 CUSHMAN&WAKEFIELD • 85 PROPOSED COLLINS PARK DEVELOPMENT ZONING HUD release: 3/31/2020 2020 Income Limits and Rent Limits Effective:4/1/2020 Florida Housing Finance Corporation FHFC Posted: 4/13/2020 SHIP and HHRP Programs Percentage I Income Limit by Number of Persons in Household Rent Limit by Number of Bedrooms in Unit County(Metro) Category I 1 1 2 1 3 1 4 1 5 1 6 1 7 j 8 9 1 11 0 1 1 1 2 3 4 1 5 Martin Canty 30% 14,600 17,240 21,720 26,200 30,680 35,160 39,640 44,120 Refer to HUD 365 398 543 711 879 1,047 (Pon Sant Lucre MBA) 51% 24,350 27,811 31,310 34,750 37,551 40,351 43,100 45,900 48,650 51,431 618 651 782 913 1,118 1,112 60% 38,900 44,450 50,000 55,550 60,000 64.450 68,900 73.350 77,840 82288 972 1.041 1,250 1,444 1,611 1,778 Median. 67.500 120% 158,440 66,720 75,120 83,400 90,120 96,841 113,441 110,161 116,760 123,432 1,461 1,564 1,878 2,169 2,421 2,670 140% 68,180 77,840 87,640 97,300 105:140 112,980 120,680 128520 136,220 144,004 1,704 1.925 2,191 2,530 2:824 3,115 rNami.Oade County 30% 19,200 21,950 24,700 27,400 30,680 35,160 39.640 44.120 Refer to HUD 480 514 617 726 879 1,047 (Miami-Miami Bch-Kendall HMFA; 51% 32,011 36,608 41,150 45,701 49,411 53,151 56,700 61,350 63,980 67,636 811 857 1,128 1,188 1,326 1,463 Miami-Ft.Lauderdale-West Pakn Bct 80% 51,200 58,500 65,800 73,100 78,950 84 800 90:650 96500 102,368 108,218 1,280 1,371 1,645 1,900 2120 2,339 Median: 59,100 120% 76,810 87,840 98,760 109,611 118,560 127,321 136,861 144,840 153,552 162,326 1,920 2,058 2,469 2,853 3,183 3,511 140% 89,600 102,480 115,220 127,960 138,320 148,540 158,760 168.980 179,144 189,381 2,240 2.401 2,880 3,328 3.713 4.096 It should be noted that the priority for booking of tenants shall be"Artists,"Area Educators,and employees of cultural organizations, in all instances earning less than 120% AMI. This prioritization shall be established in the Project agreements. The current prioritization is as follows,which we have considered in our analysis: • Tier 1 -Artists and area educators • Tier 2-Nurses, law enforcement,firefighters,and other emergency service providers employed in the City of Miami Beach • Tier 3 - Eligible workers employed in the City of Miami Beach in the hospitality, culture, and entertainment industries • Tier 4-Any eligible workers employed within the City of Miami Beach Zoning Compliance Property value is affected by whether or not an existing or proposed improvement complies with zoning regulations, as discussed below. Complying Uses An existing or proposed use that complies with zoning regulations implies that there is no legal risk and that the existing improvements could be replaced "as-of-right." Pre-Existing, Non-Complying Uses In many areas, existing buildings pre-date the current zoning regulations. When this is the case, it is possible for an existing building that represents a non-complying use to still be considered a legal use of the property.Whether or not the rights of continued use of the building exist depends on local laws. Local laws will also determine if the existing building may be replicated in the event of loss or damage. Non-Complying Uses A proposed non-complying use to an existing building might remain legal via variance or special use permit. When appraising a property that has such a non-complying use, it is important to understand the local laws governing this use. CUSHMAN&WAKEFIELD 86 Page 1290 of 1954 PROPOSED COLLINS PARK DEVELOPMENT ZONING Other Restrictions We know of no deed restrictions,private or public,that further limit the subject property's use.The research required to determine whether or not such restrictions exist is beyond the scope of this appraisal assignment. Deed restrictions are a legal matter and only a title examination by an attorney or Title Company can usually uncover such restrictive covenants.We recommend a title examination to determine if any such restrictions exist. Zoning Conclusions We analyzed the zoning requ'rements in relation to the subject property, and considered the compliance of the existing or proposed use. We are not experts in the interpretation of complex zoning ordinances but based on our review of public information,the subject property appears to be a legally complying use. Detailed zoning studies are typically performed by a zoning or land use expert, including attorneys, land use planners,or architects.The depth of our study correlates directly with the scope of this assignment,and it considers all pertinent issues that have been discovered through our due diligence. We note that this appraisal is not intended to be a detailed determination of compliance, as that determination is beyond the scope of this real estate appraisal assignment. • Page 1291 of 1954 CUSHMAN&WAKEFIELD 87 PROPOSED COLLINS PARK DEVELOPMENT HIGHEST AND BEST USE Valuation Highest and Best Use Highest and Best Use Definition The Dictionary of Real Estate Appraisal, Sixth Edition (2015), a publication of the Appraisal Institute, defines the highest and best use as: The reasonably probable use of property that results in the highest value.The four criteria that the highest and best use must meet are legal permissibility, physical possibility, financial feasibility, and maximum productivity. To determine the highest and best use we typically evaluate the subject site under two scenarios:as though vacant land and as presently improhd. In both cases, the property's highest and best use must meet the four criteria described above. Highest and Best Use of Site as though Vacant Legally Permissible The zoning regulations in effect at the time of the appraisal determine the legal permissibility of a potential use of the subject site. As described in the Zoning section, the subject site is zoned GU, Government Use by the City of Miami Beach. Permitted uses within this district include any government owned or leased properties, parking lots and garages, parks, performing arts and cultural facilities, and memorials. We are not aware of any further legal restrictions that limit the potential uses of the subject.In addition,rezoning of the site is not likely due to the character of the area. Physically Possible The physical possibility of a use is dictated by the size, shape, topography, availability of utilities, and any other physical aspects of the site. The subject site contains 0.45 acres, or 19,750 square feet. The site is irregularly shaped and level at street grade. It has good frontage, good access, and good visibility. The overall utility of the site is considered to be gooc. All public utilities are available to the site including public water and sewer, gas, electric and telephone. Overall, the site is considered adequate to accommodate most permitted development possibilities. Financially Feasible and Maximally Productive In order to be seriously considered,a use must have the potential to provide a sufficient return to attract investment capital over alternative forms of investment. A positive net income or acceptable rate of return would indicate that a use is financially feasible. Financially feasible uses are those uses that can generate a profit over and above the cost of acquiring the site, and constructing the improvements. Of the uses that are permitted, possible, and financially feasible,the one that will result in the maximum value for the property is considered the highest and best use. • The apartment complex on the subject site will consist of 80 units.Based on current market conditions,demand for residential for rent apartment'product is strong within the local area and the region in general. This is due to the lack of new product that has been completed in the market over the past decade (although there are many new developments under construction or recently competed). As illustrated previously, the local vacancy rate is 9.7 percent in the submarket and 7.3 percent in the county. Between 2015 and 2019,the South Beach/Miami Bayshore submarket experienced 4,63 new units; however, an additional 1,562 units will be added to the submarket over CUSHMAN&WAKEFIELD 88 Page 1292 of 1954 PROPOSED COLLINS PARK DEVELOPMENT HIGHEST AND BEST USE the next five years. There are several under construction/proposed apartment developments that would compete with the subject. The subject will be a 80 unit apartment community located within a market area (the five rent comparables) that consists of approximately 69 apartment units that are currently 96.9 percent occupied.The subject's penetration in the market area will be 54 percent of the total units upon completion. Prior to Covid-19, apartment demand was projected to be strong in the near term based on the improving local economy and the low vacancrates in the local market, as well as projecting positive population growth over the next five years. However, since the beginning of the pandemic in March 2020,the unemployment rate has increase substantial in Miami-Dade Co k ny from the three percent range to approximately ten percent and as noted in our analysis, asking rental rates have decreased within the rent comparable and concessions have increased in the market.This has resulted in a slower absorption rate for apartment product that was in a lease up in the local areas and those complexes that have a large amount of tenants in the hospitality and leisure sectors have been greatly affected and occupancy rates have decreased in those markets. The subject's submarket is a concern for over building given the large amount of product that has been competed recently,as well as that amount that is currently under construction and propo led. We have also considered the rental rates price points of the subject units in our analysis and have considered the projected construction timeline for the subject, which is anticipate to be completed near the end of current market thinking with regard to the effects of the Covid-19 pandemic(which is anticipated to affect the market over the next two years). Additionally, there are some concerns with regard to new proposed/planned development within Miami-Dade County outside of the local area, which if completed would be competing for the similar pool of renters. Despite these near term negative Covid-19 effects,the local area has few available development sites in the Miami Beach area. We have also considered that new apartment supply has been well accepted in the market over the past several years and the subject's submarket should retain its desirability over the coming years from a rental product standpoint. We have also considered anecdotal evidence that the Covid-19 pandemic will continue to exacerbate a trend of Northeastern U.S. residents relocating out of the region and into South Florida (particularly areas that have been hard hit, such as New York City). Conclusion We considered the legal issues related to zoning and legal restrictions. We also analyzed the physical characteristics of the site to determine what legal uses would be possible, and considered the financial feasibility of these uses to determine the use that is maximally productive. Considering the subject site's physical characteristics and location, as well as the state of the local market, it is our opinion that the Highest and Best Use of the subject site as though iacant is for development with a mixed-use apartment or other form of multi-family building built to its maximum feasible building area, as demand warrants. Highest and Best Use of Property as Proposed As indicated within the analysis of the subject property the proposed improvements indicate that they are the highest and best use of the subject site.As will be illustrated in our report,the upon completion value via the Cost Approach is$18,500,000,while the valde upon stabilization via the Discounted Cash Flow Value is$22,700,000. Therefore, the development is feasible bi sed on the improvements exceeding the value of the costs upon completion. However,it should be noted that we have considered that the projected value via the Income Capitalization Approach does not account for real estate taxes per the development agreement. A typical apartment complex would contain a real estate tax line item or a ground lease line item. Per the development agreement all of the net income from the proposed development would go directly to the lessor(less debt Page 1293 of 1954 CUSHMAN&WAKEFIELD 89 PROPOSED COLLINS PARK DEVELOPMENT HIGHEST AND BEST USE service for the first 30 years). As the land is essentially being contributed to the development, we have deducted the land contribution (of $6,900,000) to reflect the leasehold value of the improvements upon completion and upon stabilization, as including a market ground lease expense line item would affect the net operating income projection that the client has requested that we include in our analysis. Most Likely Buyer The subject is currently leasec to 81 units.lts size,type, and configuration make it ideally suited for multiple-tenant occupancy. An examination ofI recent rental activity in the area suggests that there is demand for similar space in such properties by tenants within the market, and recent comparable sales indicate such properties are typically purchased by real estate investors. As a result, we conclude that the most likely purchaser of the subject is an investor,who would typically rely on the income approach to value the property. CUSHMAN&WAKEFIELD 90 Page 1294 of 1954 PROPOSED COLLINS PARK DEVELOPMENT VALUATION PROCESS Valuation Process Methodology There are three generally acc pted approaches to developing an opinion of value: Cost, Sales Comparison and Income Capitalization.We considered each in this appraisal to develop an opinion of the market value of the subject property. In appraisal practice, an approach to value is included or eliminated based on its applicability to the property type being valued anc the quality of information available.The reliability of each approach depends on the availability and comparability olf market data as well as the motivation and thinking of purchasers. The valuation process is concluded by analyzing each approach to value used in the appraisal. When more than one approach is used, each approach is judged based on its applicability, reliability, and the quantity and quality of its data.A final value opinion is chosen that either corresponds to one of the approaches to value,or is a correlation of all the approaches used in tie appraisal. We considered each approach in developing our opinion of the market value of the subject property. We discuss each approach below and conclude with a summary of their applicability to the subject property. Cost Approach The Cost Approach is based oin the proposition that an informed purchaser would pay no more for the subject than the cost to produce a substitute property with equivalent utility. This approach is particularly applicable when the property being appraised involves relatively new improvements which represent the Highest and Best Use of the land;or when relatively unique or specialized improvements are located on the site for which there are few improved sales or leases of comparable properties. In the Cost Approach,the appraiser forms an opinion of the cost of all improvements, depreciating them to reflect any value loss from physical, functional and external causes. Land value, entrepreneurial profit and depreciated improvement costs are then added, resulting in an opinion of value for the subject property. Sales Comparison Approach In the Sales Comparison Approach,sales of comparable properties are adjusted for differences to estimate a value for the subject property. A unit of comparison such as price per square foot of building area or effective gross income multiplier is typically Used to value the property. When developing an opinion of land value the analysis is based on recent sales of sites of comparable zoning and utility, and the typical units of comparison are price per square foot of land, price per acre, price per unit, or price per square foot of potential building area. In each case, adjustments are applied to the unit of comparison from an analysis of comparable sales, and the adjusted unit of comparison is then used to d rive an opinion of value for the subject property. Income Capitalization Approach In the Income Capitalization Approach the income-producing capacity of a property is estimated by using contract rents on existing leases and by estimating market rent from rental activity at competing properties for the vacant space. Deductions are then made for vacancy and collection loss and operating expenses. The resulting net operating income is divided by an overall capitalization rate to derive an opinion of value for the subject property. The capitalization rate represents the relationship between net operating income and value.This method is referred to as Direct Capitalization. Related to the Direct Capitalization Method is the Yield Capitalization Method. In this method periodic cash flows (which consist of net operating income less capital costs)and a reversionary value are developed and discounted CUSHMAN&WAKEFIELD 91 Page 1295 of 1954 PROPOSED COLLINS PARK DEVELOPMENT VALUATION PROCESS to a present value using an internal rate of return that is determined by analyzing current investor yield requirements for similar investments. Summary This appraisal employs all three typical approaches to value:the Cost Approach, the Sales Comparison Approach and the Income Capitalization Approach. Based on our analysis and knowledge of the subject property type and relevant investor profiles, it is our opinion that all approaches would be considered meaningful and applicable in developing a credible value conclusion. Page 1296 of 1954 CUSHMAN&WAKEFIELD 92 PROPOSED COLLINS PARK DEVELOPMENT LAND VALUATION(MAIN PARCEL) Land Valuation — Fee Simple Value We used the Sales Comparison Approach to develop an opinion of land value.We examined current offerings and analyzed prices buyers have recently paid for comparable sites. If the comparable was superior to the subject, a downward adjustment was made to the comparable sale. If inferior, an upward adjustment was made. The most widely used and market-oriented units of comparison for properties with characteristics similar to those of the subject is are price per unit. All transactions used in this analysis are based on the most appropriate method used in the local market. The major elements of comparison used to value the subject site include the property rights conveyed,the financial terms incorporated into the transaction, the conditions or motivations surrounding the sale, changes in market conditions since the sale,the Iocation of the real estate, its utility and the physical characteristics of the property. The comparables and our analysis are presented on the following pages. Comparable land sale data sheets are presented in the Addenda of this report. We have included an analysis of the subject site on a fee simple basis to determine the feasibility of the subject development.As the proposed development will contain 80 workforce housing units and 12 dorm units, we have utilized 92 u lits within our analysis for comparison purposes. We began our search for recent apartment land sales in the market and have utilized recent apartment land sales in Miami-Dade County within our analysis, as this is the most significant proposed use of the proposed improvements. Note that these represent th most recent land sales within the market. CUSHMAN&WAKEFIELD 93 Page 1297 of 1954 PROPOSED COLLINS PARK DEVELOPMENT LAND VALUATION(MAIN PARCEL) SUMMARY OF LAND SALES PROPERTY.INFORMATION TRANSACTION INEORMATIO Sloe Penalty No.Of Public No. Location Size(if) (Acres) Per Acre Units Proposed Use Zoning Sibs Utility Utilities Grantor Grantee Sato Date Sale Price $lUnit _ COMMENTS S Subject Property 19.750 0.45 202.91 92 Residential- GU, Good All available Multi-Family Govemmen t Use _ 1 1001 Park West 44,500 1.02 440.49 450 Residential- T860a-0 Good All MWC Block Akara Partners Jul-20 518,849,200 $41,887 This was an arms length transaction of a 1.02 acre site in the Miami World Center district on the easter 1016 Northeast 2nd Avenue Multi-Family Available A LLC portion of a site located at the southeast corner of NE 10th Street and NE 2nd Avenue.The site is located Miami.FLadjacent to the Eleventh Street Metromover station in Downtown Miami.The property was under contract pre-Covid 19 pandemic and pricing was not affected due to the pandemic.The purchaser intends to develop the site in two separate phases.The first phase will be a 39 story,436,258 total square foot residential tower containing 450 microunits for rent.251 parking spaces and 16,000 square feet of ground floor retail.The second phase is planned to be a 79 story residential tower with average unit sizes under 1,000 square feet.Total planned development of the site will consist clover 1,100,000 square feet, including 16,000 square feet of ground Boor retail space.However,the site was purchased and undonyritten Based on 450 units.The_properly was marketed to specific developers for 46 months. 2 71,000 1.63 196.94 321 Mixed Use Good All Amll J Tristar Capital Jan-20 $34,750,000 5108,255 The listing broker indicated that this was an errs length transaction that was openly marketed and 75 Northwest 24th Street Available Residential consists of eight Faroe%located on NW 24th and NW 25th Streets that are contiguous,with the exception Miami,FL Properties of one parcel which is separated by from the other contiguous parcels by another property.The purchaser Intends to redevelop the property Into a mixed-use project and at the time of sale underwrote the property based on a projected development of 321 multifamily units and 45,000 square feet of ground floor retail. There parcels contained older Improvements onsite that totaled 41,000 square feet,as well as a surface parking lot at the time of sale;however,the site was purchased for its redevelopment potential. 3 Wynwobd 28 33,898 0.78 195.32 152 Mixed Use Gocd All Investments Wynwood 28 Jul-19 $10,770,000 $70,855 The comparable land sale is located In the northwest quadrant of Northwest 27th Street and Northwest 1st 127 Northwest 27th Street Available 120,LLC Owner LLC Avenue in the Wynwood District,Miami-Dade County,Florida.The property Is an assemblage of multiple Miami,FL parcels that sold on the 29th of July 2019.The parcels total 33,898 square feet of land and sold for $10,770,000.The property is pad de joint venture between Kushner Companies and Block Capital Group who intend to develop a mixed-use multifamily end retail property on the site containing 152 apartments units.Construction is expected to begin in mid-2020. 4 5700 Biscayne Site 96,703 2.22 127.48 283 Residential- T6-80 Good All 57BB BLVD 57 LP Jun-17 519.500,000 $68,905 IThis was an arms length transaction of a multifamily site that has frontage along Biscayne Boulevard.The 5700 Biscayne Boulevard Multi-Family Available Investments purchaser intends to develop an eight story apartment tower onsite that will contain 283 for rent apartment Miami,FL LLC units along with 27,290 square feet of ground floor retail. 5 0.32 Acre Site 14,040 0.32 142.72 46 Residential- 16-8-0 Good All Epic Valley Global AA, Apr-17 53,175,000 $69,022 This 0.32 acre site is located on the east corner of SW 3d Avenue and SW 22nd Road,in Miami.The site 2200 SW 3rd Avenue Multi-Family Available Developers LLC is zoned T8-8-O and has 238 feet of street frontage.The site was acquired for redevelopment with a new Miami,FL Group,LLC multifamily project currently known as AVA As per public records the proposed improvements include an i 8-story building with 46 residential units.This property sold in April 2017 for$3,175,000 or$226.14 per I square foot of land. 6 Madera Edgewater 88,684 1.99 149.25 297 Residential- T6-36a L Good All 24 ON THE MCREF Mar-17 $20,500,000 $69,024 The purchaser intends to develop a 297-unit apartment complex within an eight-story apartment building. 411 NE 24th Street Multi-Family Available BAY TWO EDGEWATER LLC The property is located just west of Biscayne Bay. Miami,FL LLC STATISTICS Low 14,040 0.32 127.48 46 Mar-17 53,175,000 $41,887 High 96.703 222 440.49 450 Jul-20 534,750,000 0108,255 Aveda 57,804 1.33 208.70 258 Sep-18 $17,924,033 $71,325 Compiled by Cushman 8 Wakefield Regional,(no. Page 1298 of 1954 CUSHMAN&WAKEFIELD 94 PROPOSED COLLINS PARK DEVELOPMENT LAND VALUATION(MAIN PARCEL) • Economic Adjustments(Cumulative) Property (Additive) Characteristic Adjustments *V„v ,LAND SALEADJUSTI E ., a9 ' Property Price Per Rights Conditions Market(1) Per Unit Public AdJ.Price Per No. Unit Conveyed of Sale Financing Conditions Subtotal Location Size Utilities Utilltf1 Other Unit Overall 1 $41,887 Fee Simple Arm's-Length None Similar $41,887 Similar Similar Similar Similar Inferior $54,453 r Similar 7/20 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 30.0% 30.0% 2 $108,255 Fee Simple Arm's-Length None Inferior $108,844 Similar Similar Similar Similar Similar $108,844 Similar 1/20 0.0% 0.0% 0.0% 0.5% 0.5% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 3 $70,855 Fee Simple Arm's-Length None Inferior $72,234 Similar Similar Similar Similar Similar $72,234 Similar 7/19 0.0% 0.0% 0.0% 4 T9% 179%0 0:0% 0:0% 0:0% 0:0% 0:0% 0:0% 4 $68,905 Fee Simple Arm's-Length None Inferior $74,874 Similar Similar Similar Similar Superior $71,131 Similar 6/17 0.0% 0.0% 0.0% 8.7% 8.7% 0.0% 0.0% 0.0% 0.0% -5.0% -5.0% 5 $69,022 Fee Simple Arm's-Length None Inferior $75,318 Similar Similar Similar Similar Superior $71,552 Similar 4/17 0.0% 0.0% 0.0% 9.1% 9.1% 0.0% 0.0% 0.0% 0.0% -5.0% -5.0% 6 $69,024 Fee Simple Arm's-Length None Inferior $75,565 Similar Similar Similar Similar Superior $71,786 Superior 3/17 0.0% 0.0% 0.0% 9.5% 9.5% 0.0% 0.0% 0.0% 0.0% -5.0% -5.0% $41,887 -Low Low- $54,453 $108,255 -High High- $108,844 $71,325 -Average Average- $75,000 Compiled by Cushman& Wakefield Regional, Inc. (1)Market Conditions Adlustment Footnote (2)Utility Footnote See Variable Growth Rate Assumptions Table Utility includes shape,access,frontage and visibility. Date of Value(for adjustment calculations):10/26/20 Variable Growth Rate Assumptions Starting Growth Rate: 3.0% Inflection Point 1 (IP1): 1/1/2017 Change After IP1: 3.0% Inflection Point 2 (IP2): 3/23/2020 Change After IP2: 0.0% Page 1299 of 1954 CUSHMAN&WAKEFIELD 95 PROPOSED COLLINS PARK DEVELOPMENT LAND VALUATION(MAIN PARCEL) LAND SALE LOCATION MAP . . . .. • c.Ie _NOP"M11hNOY eg 4 . • ' • West Little River 1 f '' n 'nut Niahab • T i' rr'[1r + leii. la Ge.e e r . HYillday Acres 'hTN 5'FYIT VAIY!!• 'ark My 7gh51 a)11 North Bay island rt. 0'S' [25th lr NO/79th S, Village fYY ,nl.eh hheyw.5151 L Z1a 51 nil Gladevfew ' '1 .. r Westgate :: rA•ar A.Ai Ia+:,S+Ycr . • • . 150[1 • •• • •• • .. • • • . �Err d ssl Sun-Tan Glenwood l IGenlar - Vdlagr Heights •'s15.. • e�.` - _ _ 4" • f •Hialeah cl:rese5' +1.Ln:' �`> • / Comp.4 NON Silt CIf • z Brownsville Hay HOL Tub at g t• nt • • I•I"• Fou Pa ISts AllapAlrah - Y0,. M1 • 'R°'` 6E'PYrE 'itu:... ..muena VIf a...: TI Virginia NgiO ®tlY:off °""n"� Gardens •• Miami'Springy__ ... tatrfba5sr „'. Com 3 ..-. HW SGdY Sr ...... I P.: :.. .. 5 r:11.i05Y •AVrA-•"r.RS—T... I Subject Property Sunset wk * wn- 'Slandl . • %l wsl InretT.UeRar C� �� +.nrod,.i Comp.2 Comp.67 / uurmwf inr.:.U, 1 M'n� iitSrrfi.PAR% o•r� %A! MAnI"!r': M Be L . )Y nnl Hnsl l44 ' " �I • ,�!fAnfYa IJ11amI BiLYICI'1 >S RYOr val 7�'P¢r45v A1A E ONpAnEapFW .ey R.w•rD�a" r spY :f avNS St, la-'.__._. dE S.,nl. 'cAen n++ R IttnnU Ari Deco Hrftdtl:District • • 41 Kt l i.1 A ?Aiq .. o wssrrtA-;IIR mo,l:rl: Comp.1 ta,n .+I L l'I'I L - - ' ...... A•A•rha�n Miatn� ^o4na- .:. nY- ftltSf ' . • W rHpkr SS Ilw; 'sw ln5r ! .err OL MIAb1r ' -; - W'FW7?w'Sr 154•• 1 r.gi;pwr• Dadge SUYr Kri u..n .. • Li715:Y 1 s I '.5 a • I51.Fnd . BSI I,A A I'. .. .. .. Yf Af1.lP F'AY AtYA :,. Fisher• West Miami s 5.rll a-,a1 Island } •1 • Ti • n:0 eS ,iL1+IY e G • . A Comp.5 C . • isial Cord.WSY Siver BlufiCPi'SUIAMnPvfN Y Coral Terrace orh115. ,kr Virgin.a • A� Ic Key .I • ,...•Zffl13E'. I.j..;'..h.'5.:.:1 Ocean view Cts i®2020Miicrosoftccaraway* ®2020TmnTornp2o4 HHii Ludlam inr tllra ad • Heights - . • CUSHMAN&WAKEFIELD 96 Page 1300 of 1954 PROPOSED COLLINS PARK DEVELOPMENT LAND VALUATION(MAIN PARCEL) Discussion of Adjustments Property Rights Conveyed The property rights conveyed ini a transaction typically have an impact on the sale price of a property.Acquiring the fee simple interest implies that lithe buyer is acquiring the full bundle of rights.Acquiring a leased fee interest typically means that the property being acquired is encumbered by at least one lease, which is a binding agreement transferring rights of use and occupancy to the tenant.A leasehold interest involves the acquisition of a lease,which conveys the rights to use and occupy the property to the buyer for a finite period of time. At the end of the lease term,there is typically no reversionary value to the leasehold interest. Since we are valuing the fee simple interest as reflected by each of the comparables, an adjustment for property rights is not required. Conditions of Sale Adjustments for conditions of sale usually reflect the motivations of the buyer and the seller. In many situations the conditions of sale may significantly affect transaction prices.However,all sales used in this analysis are considered to be "arms-length" market transactions between both knowledgeable buyers and sellers on the open market. Therefore, no adjustments were required. Financial Terms The financial terms of a transaction can have an impact on the sale price of a property.A buyer who purchases an asset with favorable financing might pay a higher price, as the reduced cost of debt creates a favorable debt coverage ratio. A transaction involving above-market debt will typically involve a lower purchase price tied to the lower equity returns after debt service.We analyzed all of the transactions to account for atypical financing terms. To the best of our knowledge, all of the sales used in this analysis were accomplished with cash or market-oriented financing.Therefore, no adjustments were required. Market Conditions In response to fears of a global pandemic, as defined by the WHO, brought on by the COVID-19/coronavirus outbreak,the Global economies face significant headwinds as seen by the severe drop in demand for some services (such as travel,hospitality and entertainment). Reduced economic activity has resulted from increasing quarantines (such as seen in Italy)and berder closing as governments take action to stop the spread of the virus. As financial markets struggle to quantify the events that are still unfolding, we believe it is premature to draw strong inferences about the economy and its impact on commercial real estate values in the Miami, South Florida area at this time. Many commercial real estate participants also report they are unable to assess the risk yet.Clearly,the short- term impact could potentially be worse than the long-term impact,and a typical marketing time for the subject of 9- 12 months is reconciled. TherI efore, we make no downward adjustment for this unique market condition as of the effective date of this appraisal(October 26, 2020). Nevertheless,we have tempered our"market conditions" (time) adjustment applied to the sales in the adjustment grid to reduce the upward trending of values over the most recent past few months. Variable Growth Rate Assumptions Starting Growth Rate: 3.0% Inflection Point 1 (IP1): 1/1/2017 Change After IP1: 3.0% Inflection Point 2(IP2): 3/23/2020 Change After IP2: 0.0% CUSHMAN&WAKEFIELD 97 Page 1301 of 1954 PROPOSED COLLINS PARK DEVELOPMENT LAND VALUATION(MAIN PARCEL) Location An adjustment for location is required when the locational characteristics of a comparable property differ from those of the subject property. We made a downward adjustment to those comparables considered superior in location compared to the subject. Conversely, upward adjustments were made to those comparables considered inferior. Size The adjustment for size generally reflects the inverse relationship between unit price and lot size. Smaller lots tend to sell for higher unit prices than larger lots, and vice versa. Therefore, upward adjustments were made to larger land parcels, and downward adjustments were made to smaller land parcels. Public Utilities The availability of public utilities has a significant impact on the value of a property. Municipal utility providers often, but not always, provide utilities such as gas, water, electric, sewer, and telephone. It is therefore important to understand any differences that may exist in the availability of public utilities to the subject property and its comparables. All of the sales, like the subject, had full access to public utilities at the time of sale. Therefore, no adjustments were required. Utility The subject parcel is adequately shaped to accommodate a typical building. It has good access,good frontage and good visibility. Overall, it has been determined that the site has good utility. Adjustments were made where a comparable was considered to have superior or inferior utility. Other In some cases,other variables will have an impact on the price of a land transaction. Examples include soil or slope conditions, restrictive zoning,ieasements, wetlands or external influences. In our analysis of the comparables we found that no unusual conditions existed at the time of sale.However,we have adjusted the sales for density under this category. Conclusion of Site Value The adjustments applied to the comparable sales in the Land Sale Adjustment Chart reflect what we determined is appropriate in the marketplace. Despite the subjectivity, the adjustments were considered reasonable and were applied consistently. After a thorough analysis, thel comparable land sales reflect adjusted unit values ranging from $54,453 per unit to $108,844 per unit,with an average of$75,000 per unit. All of the sales represent apartment land sales in Miami-Dade County. All of the land sales are located in similar locations in relation to the subject and no locational adjustments were required. Land sales four,five and six were adjusted downward based ons their lower and superior(on a per unit basis)density in relation to the subject, while land sale one was adjusted upward based on its inferior and higher density in relation to the subject. No other adjustments were required. We have reconciled near the average of the adjusted range of the land sales in determining the fee simple land value of the subject property based on the proposed development plan provided. Therefore,we concluded that the indicated land value by the Sales Comparison Approach was: Page 1302 of 1954 CUSHMAN&WAKEFIELD 98 PROPOSED COLLINS PARK DEVELOPMENT LAND VALUATION(MAIN PARCEL) Price AS IS LAND VALUE CONCLUSION Per Unit Indicated Value $75,000 Unit Measure x 92 Indicated Value $6,900,000 Rounded to nearest $100,000 $6,900,000 /Unit Basis $75,000 LAND VALUE CONCLUSION $6,900,000 $/Unit Basis $75,000 bompiled by Cushman&Wakefield Regional,Inc. Note that the ground lease analysis of the subject will be presented after the Income Capitalization Approach section of this report. Page 1303 of 1954 CUSHMAN&WAKEFIELD 99 PROPOSED COLLINS PARK DEVELOPMENT COST APPROACH Cost Approach Methodology The Cost Approach is based on the proposition that an informed purchaser would pay no more for the subject than the cost to produce a substitute property with equivalent utility. The steps in this approach have been outlined in the Valuation Process section of this report. We previously developed a fee simple opinion of land value for the subject site of$6,900,000. Apartment Construction Costs The developer has projected$15,094,400 in hard construction costs to develop the property(note that we were not provided details of these costs). On a per square foot basis of gross area, the hard construction costs are$206.85 per square foot (a breakdown of these costs are located in the addenda of this report). Note for comparison purposes with Marshall & Swift we did not include any land costs. We have compared this to the total hard cost estimate that the developer has provided. We have estimated the hard construction costs for the subject property by utilizing Marshall & Swift Costs. As indicated in the chart on the following page, these costs equate to $8,389,726 or$114.97 per square foot. This is below the hard cost estimate provided by the developer. Page 1304 of 1954 CUSHMAN&WAKEFIELD 100 PROPOSED COLLINS PARK DEVELOPMENT COST APPROACH COST APPROACH SUMMARY IMPROVEMENTS(STRUCTURES) DESCRIPTION Multi-Family Marshall &Swift - Improvement Type Multiple Residences. Construction Class C Quality of Construction Good Marshall &Swift - Section Section 12 Marshall&Swift- Page Page 16 Date Nov-20 Number of Stories 7 Base SF Cost $111.00 SQUARE FOOT REFINEMENTS HVAC Refinements $0.00 Sprinklers $2.00 Elevators $0.00 Adjusted Base Cost $113.00 HEIGHT AND SIZE REFINEMENTS Number of Stories 1.020 Height Per Story 1.000 Perimeter 1.000 Adjusted Base Cost $115.26 FINAL CALCULATIONS Current Cost Multiplier 1.050 Local Area Multiplier 0.950 Prospective Multiplier 1.000 Adjusted SF Cost $114.97 TIMES: SF for Replacement Cost Purposes 72,972 Hard Cost $8,389,726 Due to the difference in co struction costs we utilized local apartment construction costs in determining an appropriate construction costs for the subject property. CUSHMAN&WAKEFIELD 101 Page 1305 of 1954 PROPOSED COLLINS PARK DEVELOPMENT COST APPROACH MIAMI-DADE CONSTRUCTION COST COMPARABLES 1 2 3 4 5 6 7 Location Miami Miami Miami Miami Miami Miami Miami Construction DafeWear Built 2019 2020 2022 2021 2022 2022 2019 Class A A A A A A A Units 130 257 28 43 279 42 72 Gross Building Area 260,000 566,799 40,800 54,630 475,048 88,989 94,637 Liveable Area 105,035 198,313 24,128 29,700 266,306 35,682 74,736 Average Unit Size 808 772 862 691 955 850 1,038 Number of Floors 12 12 5 6 32 6 8 Number of spaces in Garage 206 481 Surface 36 317 75 NIA • Acres 0.87 1.78 0.45 0.29 0.89 0.66 0.61 Total Land Area 37,870 77,580 19,602 12,500 38,978 28,557 26,676 Land Cost Basis $6,100,000 $16,635,400 N/A $830,000 WA $2,300,000 $924,321 Site Costs N/A $0 $0 $0 $0 $0 $0 FF&E $300,000 $0 $0 $0 $0 $0 $0 Hard Costs $26,742,483 $81,519,535 $4,443,420 $5,530,000 $64,486,465 310,771,298 $8,994,087 Sops Cost $9,023,525 $27,168,364 $441,600 $644,000 $20,652,883 $2,327,288 $972,093 Hard&Sop Costs $36,066,008 $108,687,899 54,885,020 86,174,000 $85,169,348 $13,098,586 $9,966,180 Sop Costs as%of Hard Costs 33.74% 33.33% 9.94% 11.65% 32.07% 21.61% 10.81% ' Site Costs Per Square Foot of Land Area N/A N/A N/A N/A N/A N/A N/A Hard Costs Per Square Foot $102.86 $143.82 $108.91 $101.23 $135.75 $121.04 $95.04 Soft Costs Per Square Foot $34.71 $47.93 $10.82 $11.79 $43.54 $26.15 $10.27 FF&E Per Unit $2,308 $0 $0 $0 $0 $0 SO • Date of Cost Apr-17 Dec-18 Jun-19 Jun-20 Jun-20 Sep-20 2019 As indicated in the chart, the lesidential construction cost comparables range from $95.04 to $143.82 per square foot,with an average of$115.52 per square foot.The developer's costs for the subject are above the South Florida apartment cost comparables.Based on recent conversations with apartment and condominium developers in South Florida,the local market has witnessed an increase in construction costs over the past year.This is due to several factors, which include the large amount of new construction, particularly residential construction that is occurring within the region and the geneiral lack of available local contractors to perform the work. Developers have indicated that most general contractor firms are struggling to find qualified and skilled local subcontractors, which is in turn driving up the overall price of new residential construction. We have also considered that the subject is a high rise development of seven floors and based on conversations with market participants construction costs increase significantly the higher a development is constructed. Therefore, we have reconciled below the developer's construction costs within our analysis. We have utilized costs estimates derived from Marshall and Swift are based on national cost estimates and are less reliable than local cost comparables; however, these are supported by the Miami-Dade County recent construction cost comparables. Therefore, we have utilized $8,389,726 or $114.97 per square foot within our analysis for hard costs. Indirect Costs Indirect costs (soft costs) not included in our Base Costs are developer overhead, property taxes, permanent loan fees, legal costs, developer fetes, contingencies,and lease-up and marketing costs. An average property in the sul.�ject market requires an allowance for indirect costs of between 15.0 and 30.0 percent of Base Costs. This range is based on recent construction comparables, as well as discussions with market participants who have indicated that indirect costs have increased in South Florida over the past couple of years as multi-family development has increased.The developer has estimated indirect costs or soft costs of$11,231,392, which is 74 percent of hard (costs. This is significantly above typically levels. We have reconciled below the developer's soft cost estimate, as the cost comparables range from 9.94 to 33.74 percent, with an average Page 1306 of 1954 CUSHMAN&WAKEFIELD 102 PROPOSED COLLINS PARK DEVELOPMENT COST APPROACH of 21.88 percent. We chose to use 20.0 percent for the Building Improvements (Structures) and 20.0 percent for the Site Improvements in our analysis. Entrepreneurial Profit Typically,an allowance for entrlepreneurial profit would be added when preparing the cost approach.This allowance provides a prospective developer with the incentive to develop a property, especially one of a speculative nature. Based on our discussions with?I developers in the local market, this figure tends to range between 10.0 and 20.0 percent of Base Building,Site I-nprovement and Other Indirect Costs.We chose to use 15.0 percent in our analysis. Depreciation There are several methods for capturing the loss in value attributable to depreciation: The market extraction method,the age-life method,and the breakdown method. Our Cost Approach utilizes the fundamental components of the age-life method. In some situations,the impact of certain items of depreciation on value is known or is easily estimated. In the most common variation of the age-life method the cost to cure certain curable items (physical and functional)is known and can be deducted before the age-life ratio is applied;a process that mirrors what typical purchasers consider as part ofd the investment decision. Once processed, incurable items(physical and functional) can be estimated via the age-life ratio. In situations where External Obsolescence is present it,too,can be analyzed either as a residual to the market value conclusion or via an estimate of capitalized rent loss attributable to the external condition. Physical Deterioration The Marshall&Swift CCE def nes physical deterioration as: The wearing out of the improvement through the combination of wear and tear of use, the effects of the aging process and physical decay, action of the elements, structural defects, etc. It is typically divided into two types, curable and incurable, which may be individually estimated by the c4iponent breakdown method using some type of age/life approach. Physical deterioratio j may be further categorized as deferred maintenance, generally requiring immediate attention and treated separately based on the items' cost to repair. Curable physical deterioration is generally associated with individual short-lived items such as paint,floor and roof covers, hot-water heaters, etc., requiring periodic replacement or renewal, or modification continuously over the normal life span of the improvement. Our calculation of Physical Curable Deterioration is based upon observable components, owner's proposed capital expenditures, and our own estimates of replacement costs where appropriate. Incurable physical deterioration is generally associated with the residual group of long-lived items such as floor and roof structures,mechanical supply systems and foundations. Such basic structural items are not normally replaced in a typical maintenance program and are usually incurable except through major reconstruction. Physical Incurable Obsolescence will be calculated using a modified age-life method. Functional Obsolescence According to the Appraisal Institute, functional obsolescence can be caused by changes in market conditions that have made some aspect of a structure, material or design obsolete by current market standards. Functional obsolescence may also be curable or incurable. To be curable, the cost to correct the deficiency must be equal to or less than the anticipated increase in value. There are three subcategories of curable functional obsolescence: (1) deficiency requiring addition, (2)deficiency requiring substitution and (3)superadequacy.A deficiency requiring addition is measured by how much the cost of Page 1307 of 1954 CUSHMAN&WAKEFIELD 103 • PROPOSED COLLINS PARK DEVELOPMENT COST APPROACH the addition exceeds the cost of the item if it were installed new during construction. A deficiency requiring substitution is measured as thcost of the existing component less physical deterioration already charged against the component and salvage value, plus the cost to remove the existing component and the added cost of installation. A superadequacy is measured as the current reproduction cost of the item minus any physical deterioration already charged plus the cost of removal, less the salvage value. A superadequacy is curable if correcting it on the date of the appraisal is economically feasible. The subject improvements we-e constructed using modern materials and techniques. Furthermore,the design and layout of the property are consistent with current market standards. Our estimate of functional curable obsolescence, if applicable, is presented later in this section. To the extent Functional Incurable Obsolescence exists, it is treated using methods prescribed by the Appraisal Institute. External Obsolescence External obsolescence is the adverse effect on value resulting from influences outside the property. External obsolescence may be the result of lagging rental rates, high inflation, excessive construction costs, access to highways, the lack of an adequate labor force, changing land use patterns and market conditions, or proximity to an objectionable use or condition. External Obsolescence does not exist at the subject property. • Page 1308 of 1954 CUSHMAN&WAKEFIELD 104 PROPOSED COLLINS PARK DEVELOPM INT COST APPROACH Replacement Cost New (Structures) A breakdown of each building component is presented by the following table. A separate analysis of each component allows for a conslideration of the unique cost differences of each component. The following table summarizes the replacement cost new of the building improvements(structures). CUSHMAN&WAKEFIELD 105 Page 1309 of 1954 PROPOSED COLLINS PARK DEVELOPMENT COST APPROACH COST APPROACH SUMMARY IMPROVEMENTS(STRUCTURES) DESCRIPTION Multi-Family Marshall&Swift-Improvement Type Multiple Residences Construction Class C Quality of Construction Good Marshall&Swift-Section Section 12 Marshall&Swift-Page Page 16 Date Nov-20 Number of Stories 7 Base SF Cost $111.00 SQUARE FOOT REFINEMENTS HVAC Refinements $0.00 Sprinklers $2.00 Elevators $0.00 Adjusted Base Cost $113.00 HEIGHT AND SIZE REFINEMENTS Number of Stories 1.020 Height Per Story 1.000 Perimeter 1.000 Adjusted Base Cost $115.26 FINAL CALCULATIONS Current Cost Multiplier 1.050 Local Area Multiplier 0.950 Prospective Multiplier 1.000 Adjusted SF Cost $114.97 TIMES:SF for Repla ment Cost Purposes 72,972 Estimated Hard Cost $8,389,726 PLUS: Indirect Costs 20.0% $1,677,945 Adjusted Cost $10,067,671 PLUS: Entrepreneuri I Profit(Structures) 15.0% $1,510,151 Replacement Cost New(RCN) $11,577,822 REPLACEMENT COST SUMMARY(STRUCTURES) Total Adjusted Costs $8,389,726 PLUS:Total Indirect Costs $1,677,945 PLUS:Total Entrepreneurial Profit(Structures) $1,510,151 Total RCN $11,577,822 Total GBA(SF) 72,972 PSF of GBA $158.66 Total includes all component/building costs as detailed above CUSHMAN&WAKEFIELD 106 Page 1310 of 1954 PROPOSED COLLINS PARK DEVELOPMENT COST APPROACH Depreciation (Structures) As previously discussed, our analysis of depreciation reflects physical and functional curable prior to consideration of physical and functional incurable items, which are treated as components of the modified age-life method. If applicable, economic obsolescence is independently estimated and deducted. To allow for any variances in the age/condition of individual building components, a separate depreciation analysis was applied to each. The following table summarizes the depreciated value of improvements(structures). COST APPROACH SUMMARY: DEPRECIATION ANALYSIS(STRUCTURES) DESCRIPTION Multi-Family RCN $11,577,822 LESS: Physical Curable $0 LESS: Functional Cura s le $0 Adjusted RCN $11,577,822 Age/Life Analysis Year Built 2023 Actual Age (Years) 0 Economic Life (Years) 50 Effective Age (Years) 0 Remaining Economic Life (Years) 50 Percent Depreciated 0.00% Age/Life Depreciation a%of Adjusted RCN) $0 Adjusted RCN $11,577,822 LESS:Age/Life Depreciation $0 Adjusted RCN $11,577,822 LESS: Functional Incurable $0 Adjusted RCN $11,577,822 LESS: Economic Obsolescence(External) 0.0% $0 Depreciated RCN $11,577,822 Depreciation Subtotal $0 DEPRECIATION SUMMARY(STRUCTURES) Total RCN $11,577,822 LESS:Total Depreciation-Physical Curable $0 LESS:Total Depreciation-Functional Curable $0 LESS: Total Depreciation-Age/Life $0 LESS:Total Depreciation-Functional Incurable $0 LESS:Total Depreciation-Economic Obsolescence(External: $0 Total Depreciated Value of Improvements $11,577,822 Total Depreciated Value PSF of GBA $158.66 Total includes all component/building costs as detailed above Page 1311 of 1954 CUSHMAN&WAKEFIELD 107 PROPOSED COLLINS PARK DEVELOPMENT COST APPROACH Replacement Cost New (Site Improvements) Because site improvements can vary significantly and have a shorter typical age/life than the building components. Sites costs were included in the developer's projected costs. Therefore, we have not included any within our analysis. Conclusion As a culmination to the Cost Approach,we reiterate the conclusions from each portion of this analysis. Please refer to the following table for our Cost Approach summary. COST APPROACH SUMMARY MARKET VALUE TYPE Prospective Market Value Upon Completion COST SOURCE Marshall&Swift(Commercial Cost Explorer) IMPROVEMENTS(Structures) Adjusted Costs $8,389,726 PLUS: Indirect Costs $1,677,945 PLUS: Entrepreneurial Profit $1,510,151 LESS: Total Depreciation $0 TOTAL DEPRECIATED VALUE OF IMPROVEMENTS(Struck $11,577,822 SUMMARY(ALL IMPROVEMENTS) Adjusted Costs/Cost New $8,389,726 PLUS:Total Indirect Costs $1,677,945 PLUS:Total Entreprenieurial Profit $1,510,151 TOTAL REPLACEMENT COST NEW $11,577,822 LESS: Total Depreciation $0 TOTAL DEPRECIATED VALUE OF IMPROVEMENTS $11,577,822 Depreciated Value PSF of GBA $158.66 TOTAL DEPRECIATED VALUE OF IMPROVEMENTS PLUS: Land Value(Primary Site) $6,900,000 INDICATED VALUE BY'THE COST APPROACH $18,477,822 Rounded to the Nearest $100,000 $18,500,000 TOTAL GBA(SF) 72,972 Conclusion PSF of GBA $253.52 Cost of Improvements The subject's proposed improvements were evaluated in terms of type of construction,design and building materials to arrive at an estimate of replacement cost. The cost estimate is inclusive of all direct and indirect costs. The direct costs or hard costs encompass all building, amenity(pool,garages, carports, landscaping, etc.)and site preparation costs, including the land value. The base building cost has been applied to the total square footage. Page 1312 of 1954 CUSHMAN&WAKEFIELD 108 PROPOSED COLLINS PARK DEVELOPMENT COST APPROACH Further, the base cost derived for the building improvements takes into consideration all of the interior finish-out units (i.e., the light and the plumbing fixtures, the painting/wall covering, the carpet/floor covering, the appliances, the ceiling fans, etc.). The indirect costs or soft costs include such items as architectural and engineering fees, legal fees, inspection fees and closing costs, administrative overhead, the contractor's overhead and profit, as well as the entrepreneurial profit. The interim construction interest,the interest during the lease-up of the project,and the loan fees have also been considered. In developing this estimate of replacement cost new for the subject improvements, we have relied primarily upon information provided by apartment developers,general contractors and architects, along with cost data retained in our files on similar, recently constructed high rise apartment and condominium complexes. We also reviewed the developer's budget. The direct/hard costs associated with our replacement cost estimate for the subject improvements equate to $114.97 per square foot of gross building area (exclusive of our estimate of land value). Our research suggests that this number is within a reasonable range. Indirect costs can vary substantially from project to project, depending upon the construction loan terms, the construction period, the probable lease-up time and various other factors. What we have endeavored to do is develop the indirect costs in our construction cost model consistent with what is likely to be incurred.The resulting total indirect costs are $22.99 per square foot of total gross building area. Again, our research and data would suggest that this number is within a reasonable range. Developer's Budgeted Costs Compared to Appraiser's Estimated Costs As shown in the schedule, the replacement cost estimate for the subject improvements are approximately $11,577,822. The developer' projection of construction cost (which is also located within the addenda) totals $26,326,092, which is $14,748,270 above the appraiser's estimate (as profit and market level soft costs were included). We have utilized the Marshall &Swift estimated costs supported by local actual cost comparables over the developer's hard cost estitiate and have utilized market soft costs and entrepreneurial profit,which we consider a market participant would utilize in our analysis. CUSHMAN&WAKEFIELD 109 Page 1313 of 1954 PROPOSED COLLINS PARK DEVELOPMENT COST APPROACH Sales Comparison Approach Methodology Using the Sales Comparison Approach, we developed an opinion of value by comparing the subject property to similar, recently sold properties in the surrounding or competing area. This approach relies on the principle of substitution, which holds that uvhen a property is replaceable in the market, its value tends to be set at the cost of acquiring an equally desirable substitute property, assuming that no costly delay is encountered in making the substitution. By analyzing sales that qualify as arm's-length transactions between willing and knowledgeable buyers and sellers, we can identify value and price trends.The basic steps of this approach are: • Research recent, relevant property sales and current offerings in the competitive area; • Select and analyze properties that are similar to the subject property,analyzing changes in economic conditions that may have occurred between the sale date and the date of value,and other physical,functional,or locational factors; • Identify sales that include(favorable financing and calculate the cash equivalent price; • Reduce the sale prices to a common unit of comparison such as price per unit or effective gross income multiplier; • Make appropriate comparative adjustments to the prices of the comparable properties to relate them to the subject property;and • Interpret the adjusted sales data and draw a logical value conclusion. The most widely used and market-oriented units of comparison for properties such as the subject is are sales price per unit.All comparable sales were analyzed on this basis.The following contain a summary of the improved properties that we compared to the subject property, a map showing their locations, and the adjustment process. Comparable improved sale data sheets are presented in the Addenda of this report. We searched the market for recent similar improved sales in the Miami-Dade County market that are located in similar locations in Miami,Beach or in upper income areas in the county.The sales utilized in our analysis represent the most recent confirmed sales of the most similar and smaller complexes in the Miami-Dade County market. • CUSHMAN&WAKEFIELD 110 Page 1314 of 1954 PROPOSED COLLINS PARK DEVELOPMENT SALES COMPARISON APPROACH SUMMARY OF IMPROVED SALES PROPERTY INFORMATION TRANSACTION INFORMA • . -- Poverty Name year leo.of Average Sale No. Address.City,State -Ld(8F) Bulldog BRA Clam Bath Units Unit She Grantor Grantee DW Bah Prim 91Unit 11$01814.62,101tm OAR Oup. Comment@ __ ______,_ S Subject Property 19,750 52,013 A 2023 81 642 $18,210 0% _ ,^ 1 AMLI et FleOler Wage 733,294 228,143 A 2009 218- 1,047 - AMU Jeno Sop-291 973100,000 $334,882 814687 4.35% 83% No woe an openly market transaction of a Clem A apartment complex located m 440 NE 4th Avarua Residential Properties: 0e Flegler Vdege area of Dar/town Ft.Lauderdale.There was 110 deferred Fon Lauderdale,FL i i Properties Trost i maintenance accounted for in the sale:peke and the purchase price was agreed Lyon after the Covd-19 pendernie began:h7mever,Orae was no erred al priding.The tnaa:ials are based an the year ole prderma,which accounted for 1 an increase in real mule Imre based an the SOWS price. y The District ^ 51,298 30,480 C 2019 39 782 11080,h 12 8250 District, Feb-20 98650,000 9247,436 816988 4.44% 97% This property is tocetoa on the eowaeet corns r-w.B41h street and W 20th ---- 8240 West 21st LoreAdes.LLC LLC Avenue,just west of the Palmate,Eryreesway.In/4eloah.The improvements Hialeah,FL I consist of a three-stay 39-unit ado/mere Wilding with 30,460 square feat o1 Ming area,situated on a 1.18aae are.The baling Is CBS 000010Mb00 and wee built In 2019.The property was reportedly 97.4%caudal at sale.Una min consists of(12)1-bad/1-bath unite,and(27)2bedl2beth units.This property • add in February 20201:59,850,000 a$247,438 per unit,with a reported _cepitaltrationrateof4.44%. 3 ORA Ftagler V9lage 104,544 249,853 A 2018 292856 Feirtald 1 WTI,he. Sep19 962,900,000 9318,151 914,317 4.50% 94% Tl0evrm an ams length t2reatllon of a recently completed mid-dse0panmed 673 NE 3rd Avanu: Residential I complex.The financials are based off the brokers year one proforma.The Fat Lauderdale,FL property win marketed to f week.with Ifni lest and final offers. 4 The Place at Dania Beach 84,071 128,160 A . 2017 144 800 AHS Gulkumina Od-18 530,000,000 9263,889 912,535 4.75% 98% Thi,wee an ams lemgth transaction d s muni-r,'may building with 6,771 square 160 East Dania Beach Boulevard Devd Wmem Dawson Truss fret of ml®1 on the ground level.fes the lime of sale,the properly was 98 percent Dade,FL Group occupied on the 090191ert side end was vacant on the retail side 0615 two • pending trovein trial will bring the retail occupancy t0 29 percent..The NOI and cep rete are based off the told Income and expenses ret the property.A real r estate tax Mamba was account for in the proforma going in rete.Broker noted • the buyer allocated between 1 million and 1.5 million to the retail. 5 The Modem Miami -----_76668 167,851 T A . 2014 166 1.011 Waertan MIB Creek Nov-19 943,450,000 9281,747$10,905 4.17% 93%This property was an openlymnketed traneanion of at apartment complex -- 1444 NW 14th Avenue Residential. Residential located within Me Civic Cater nee of Menl.The financials me lead en trailing Miami,FL . LLC Trust LLC income and expenses.The purchaser intends to renovate the writs a the 01Djea I 1 and kxxease the in plan rents.The total sales price ler the property was • $47.450,000.T1s pIadmsar has allocated$4,000,000 of the total purchase once to the moms lend parcel.whereby the purchaser stents to d0Lewp a 97 unit apartment candid m sae end leverage the enetifg making garage el the subject for any potential development on the excess land site that consists of 0.36-cam.Therefore,the apartment component of the subject was aderwrl000 et 843.4504500. 6 The Queue70,132 154.568 A 2017 192 805 9TH Street 0P O LLC Feb-18 953,000,000 9276,042 912,698 4.60% 95% This wee an oma length irereaalon.The prams loo/eat and artal offers made 617 5E 2nd Avenue Property LLC end marketed for four weeks.This be a newer Gass A apartment loaded on the Fort Lauderdale,FL Bath sde of The New River In 000100wn Fort Lauderdale.Itis leaded within walking distance to the new mud free end o mug4evel Polka. 7Aviva Cad Gables 09575 247,752 A 2014 270 898 Pace 9&rd BeAMire Group Jun-17 $100,000,000 9361319 912,681 3.50% 92% Thier was en acne length Oan5aYion sporty marketed ler 8 weeks pour to the 3880 Bird Rood Mimi initial call for otters.Proforma ging in rete et the tine of sale was 45%cap ale Miami,FL Development m buyers yea 1 pro fame adjusted la poa<lekg property taxes.3.5%cop LLC rate on 00uel in-place NOL.Thee were 5 beet and final offers. • 9 $001810 GW P1649 78,666 168,872 A 2017 186 882 r Estate Grand Peale May-17 I $81,000,000 $311.224 814,316 4.80% 94% TM.was an arms length Ire ton.The Malvern('tax increase was mewled 850 SW 57th Avenue Investment for in proforma al 02.5%.The property has a very good location as it is bavreen Mtentl,FL Group Coal Gables and Blue lagoon.In additun,it has many amenities within waking aster.,frau its location-Perks,P Wlix,Restaurant,end bare. STATISTICS _ Law 51,298 30,480 2009 39 782 1009-17 $9,650,000 9247,436 310,905 3.50% 92% High 133,294 249,953 2019 292 1,047 Sep-20 9100000,000 8362119 $14,567 4.75% 98% Average 85,781 171.972 2016 190 094 Nov-16 958,875,000 9296,959 912,876 4.36% 95% Campbd by CusMren d Wakefield Regional,Inc. Page 1315 of 1954 CUSHMAN&WAKEFIELD 111 PROPOSED COLLINS PARK DEVELOPMENT SALES COMPARISON APPROACH • IMPROVED SALE ADJUSTMENT GRID ECONOMIC ADJUSTMENTS(CUMULATIVE) PROPERTY CHARACTERISTIC ADJUSTMENTS(ADDmVE) Property Irl Average Unit Adj. 5/Unit& Rights Conditions Market Per Unit Num of Units Age,Quality& 9 No. Date Conveyed of Sala Financing Conditions Subtotal Location (Size) Condition , Unit Mix Amenities Size Utility Economics Other 5/Unit Overall 1 5334,882 Fee Simple Arm's-Length None Similar $301,378 Inferior Larger Inferior Similar Similar Superior Similar Similar Similar $361,651 Similar _ 9/20 -10.0% 0.0% 0.0% 0.0% -10.0% 10.0% 10.0% 10.0% 0.0% 0.0% -10.0% 0.0% 0.0% 0.0% 20.0% 2 $247,436 Fee Simple km's-Length None Similar $222,892 inferior Smaller inferior Similar Similar Superior Similar Similar Similar ' $278,365 Similar 2/20 -10.0% 0.0% 0.0% 0.0% -10.0% 30.0% -5.0% 5.0% 0.0% 0.0% -5.0% 0.0% 0.0% 0.0% 25.0% 3 -1 $318,151 Fee Simple km's-Length None Inferior $289,694 Inferior Larger inferior Similar Similar Superior Similar Similar Similar $347,633 Similar 9/19 -10.0% 0.0% 0.0% 1.2% -8.9% 10.0% 10.0% 5.0% 0.0% 00% -5.0% 0.0% 0.0% 0.0% 20.0% 4 $283,889 Fee Simple Arm's-Length None Inferior $247,014 Inferior Larger Inferior Similar Similar Superior Similar . Similar Similar $308,787 Similar 10/18 -10.0% 0.0% 0.0% 4.0% -6.4% 20.0% 5.0% 5.0% 0.0% 0.0% -5.0% 0.0% 0.0% _ 0.0% 25.0% 5 $281,747 Fee Simple Arm's-Length None Inferior $243,920 Inferior Larger Inferior Similar Similar Superior Similar Similar Similar $317,096 Similar 11/18 -10.0% 0.0% 0.0% 3.5% -6.8% 30.0% 5.0% 5.0% 0.0% 0.0% -10.0% 0.0% 0.0% 0.0% 30.0% _ 6 $278,042 Fee Simple Arm's-Length None inferior $283,183 Inferior Larger Inferior Similar Similar Superior Similar Similar Similar $315,820 Inferior 2/18 -10.0% 0.0% 0.0% 5.9% -4.7% 10A% f0.0% 5.0% -0:o -U.0% =S0%--0:0% 0.0% -0:0%- 20.0% 7 5382,319 ' Fee Simple Arm's-Length None Inferior $352,878 Inferior Larger Inferior Similar Similar Superior Similar Similar Similar 5423,454 inferior 6/17 -10.0% 0.0% 0.0% 8.2% -2.6% 10.0% 10.0% 5.0% 0.0% 0.0% -5.0% 0.0% 0.0% 0.0% 20.0% 8 $311,224 Fee Simple Arm's-Length None Inferior 5303,877 Inferior Larger Inferior Similar Similar Superior Similar Similar Similar $349,459 Inferior 5/17 -10.0% 0.0% 0.0% 8.5% -2.4% 10.0% 5.0% 5.0% 0.0% 0.0% -5.0% 0.0% _ 0.0% , 0.0% 15.0% STATISTICS $247,436 -Low Low- $278,385 $382,319 -High High- $423,454 $298,959 -Avenge Average- $337,781 Compiled by Cashman&Wakefield Regional,Inc.; lrl Market Condition;Adlustment See Variable Growth Rate Assumptions Table Dale of Value(for adjustment calculations):2/120 Variable Growth Rate Assumptions Starting Growth Rate: 3.0% Inflection Point 1 (IPI): 1/1/2017 Change After IPI: 3.0% Inflection Point 2(IP2): 3/23/2020 Change After IP2: 0.0% • Page 1316 of 1954 CUSHMAN&WAKEFIELD 112 PROPOSED COLLINS PARK DEVELOPMENT SALES COMPARISON APPROACH IMPROVED SALE LOCATION MAP i„i Islands Surfside Indian Creek � 3: r Mia.= Village (` L Comp. 3 Norman Comp. 4 lest Little River isle 7_9 T H_STA FIT No h_Bay Village 1•!'i KING HFIGIHTS { • Hot.Tub at NAUTILUS Four. Points Subject Property I SANTACLA, A • Comp. 5 • is CURTIS PARK CS%+tktll-PAC Mia - Beach 7 Comp. 2 Comp. I `912Miami Island _ ;oncE Fisher oli Island The Roads' CUSHMAN&WAKEFIELD 113 Page 1317 of 1954 PROPOSED COLLINS PARK DEVELOPMENT SALES COMPARISON APPROACH Percentage Adjustment Method Adjustment Process The sales that we used were the best available comparables to the subject property.The major points of comparison for this type of analysis include the property rights conveyed,the financial terms incorporated into the transaction, the conditions or motivations surrounding the sale, changes in market conditions since the sale,the location of the real estate, its physical traits and the economic characteristics of the property. The first adjustment made to the market data takes into account differences between the subject property and the comparable property sales with regard to the legal interest transferred. Advantageous financing terms or atypical conditions of sale are then adjusted to reflect a normal market transaction. Next,changes in market conditions must be accounted for, thereby creating a time adjusted price. Lastly, adjustments for location, physical traits and the economic characteristics of the market data are made in order to generate the final adjusted unit rate for the subject property. We made a downward adjustment to those comparables considered superior to the subject and an upward adjustment to those comparables considered inferior.Where expenditures upon sale exist,we included them in the sales price. Property Rights Conveyed The property rights conveyed in a transaction typically have an impact on the price that is paid. Acquiring the fee simple interest implies that the buyer is acquiring the full bundle of rights. Acquiring a leased fee interest typically means that the property being acquired is encumbered by at least one lease, which is a binding agreement transferring rights of use and occupancy to the tenant.A leasehold interest involves the acquisition of a lease,which conveys the rights to use and occupy the property to the buyer for a finite period of time. At the end of the lease term,there is typically no reversionary value to the leasehold interest. Since we are valuing the leasehold interest, we have applied a downward adjustment to each of the comparables based on their superior fee simple property rights. Conditions of Sale Adjustments for conditions of sale usually reflect the motivations of the buyer and the seller. In many situations the conditions of sale may significantly affect transaction prices. However,all sales used in this analysis are considered to be "arm's-length" market transactions between both knowledgeable buyers and sellers on the open market. Therefore, no adjustments are required. Financial Terms The financial terms of a transaction can have an impact on the sale price of a property.A buyer who purchases an asset with favorable financing might pay a higher price, as the reduced cost of debt creates a favorable debt coverage ratio. A transaction involving above-market debt will typically involve a lower purchase price tied to the lower equity returns after deb service. We analyzed all of the transactions to account for atypical financing terms. To the best of our knowledge,all of the sales used in this analysis were accomplished with cash or market-oriented financing.Therefore, no adjustments are required. Market Conditions In response to fears of a global pandemic, as defined by the WHO, brought on by the COVID-19/coronavirus outbreak,the Global economies face significant headwinds as seen by the severe drop in demand for some services (such as travel, hospitality and entertainment).Reduced economic activity has resulted from increasing quarantines (such as seen in Italy)and border closing as governments take action to stop the spread of the virus. As financial CUSHMAN&WAKEFIELD 114 Page 1318 of 1954 PROPOSED COLLINS PARK DEVELOPMENT SALES COMPARISON APPROACH markets struggle to quantify the events that are still unfolding,we believe it is premature to draw strong inferences about the economy and its impact on commercial real estate values in the Miami Beach, South Florida area at this time. Many commercial real estate participants also report they are unable to assess the risk yet.Clearly,the short- term impact could potentially be worse than the long-term impact, and a typical marketing time for the subject of 9- 12 months is reconciled. Therefore, we make no downward adjustment for this unique market condition as of the effective date of this appraisal((October 26, 2020). Nevertheless,we have tempered our"market conditions" (time) adjustment applied to the sales in the adjustment grid to reduce the upward trending of values over the most recent past few months. Variable Growth Rate Assumptions Starting Growth Rate: 3.0% Inflection Point 1 (IP1): 111/2017 Change After IP1: 3.0% Inflection Point 2 (IP2): 3/23/2020 Change After IP2: 0.0% Location An adjustment for location is required when the location characteristics of a comparable property differ from those of the subject property. We made downward adjustments to those comparables considered superior in location when compared to the subject. Conversely, upward adjustments was made to those comparables considered inferior. Overall, the subject's location is considered good within its market. Each comparable is adjusted accordingly, if applicable. Physical Traits Each property has various physical traits that determine its appeal.These traits include size,age,condition,quality, parking ratio and utility. Each Comparable is adjusted accordingly, if applicable. Economic Characteristics This adjustment is used to reflect differences in occupancy levels, operating expense ratios, tenant quality, and other items not covered under prior adjustments that would have an economic impact on the transaction. Each comparable is adjusted accordingly, if applicable. Other This category accounts for any other adjustments not previously discussed. Based on our analysis of these sales, we have adjusted sales in this category based on the commercial space at the subject and the comparable sales lack of commercial space. Page 1319 of 1954 CUSHMAN&WAKEFIELD 115 PROPOSED COLLINS PARK DEVELOPMENT SALES COMPARISON APPROACH Summary of Percentage Adjustment Method We used the Sales Comparison Approach to estimate the Prospective Market Value Upon Stabilization of the subject property.From that vallue,we make certain adjustments to derive the As-Is Market Value.After adjustments the comparable improved sales reflect unit prices ranging from $278,365 to $423,454 per unit with an average adjusted price of$337,781 per unit. All of the sales represent good quality mid/high-rise apartments in South Florida. All of the sales are located in inferior locations in relation to the subject and were adjusted upward. In terms of size, all of the sales were adjusted upward based on their larger size, with the exception of sale two, which was adjusted downward based on its smaller size. All of the sales were adjusted upward based on their inferior age, quality and condition in relation to the subject. All of the sales were adjusted downward based on their superior(larger)average unit size in relation to the subject. No other adjustments were required. We have reconciled at the upper end of the range of the comparables in our analysis based on the new quality of the subject upon completion land its location in a supply constrained market. Therefore, we conclude that the indicated value by the Percen{age Adjustment Method is: Page 1320 of 1954 CUSHMAN&WAKEFIELD 116 PROPOSED COLLINS PARK DEVELOPM NT SALES COMPARISON APPROACH PERCENT ADJUSTMENT METHODISUMMARY Prospective Market Value Upon Stabilization Per Unit Indicated Value per Unit $345,000 Num of Units x 81 Indicated Value $27,945,000 LESS Land Contribution Value ($6,900,000) Adjusted Va`ue $21,045,000 Rounded to nearest $1,000,000 $21,000,000 Per Unit $259,259 APPLICATION TO SUBJECT Market Value As Is Prospective Value Upon Completion $21,000,000 LESS Cash Flow Differential ($2,500,000) LESS Land Contribution Value ($6,900,000) Indicated Value $18,545,000 Rounded to nearest $1,000,000. $19,000,000 Per Unit $234,568 Compiled by bushman&Wakefield Regional,Inc. Adjustments to Preliminary Value We used the Sales Comparison Approach to determine the Prospective Market Value Upon Stabilization of the subject property. From that value,we made certain adjustments,which are described as follows: Cash Flow Differential Calculation The preceding analysis for the subject property considered the property upon stabilization.To develop an indication of the as is value of the subject, we deducted the difference in value indicated by the two discounted cash flow valuations developed in the Income Capitalization Approach for the subject.The cash flow differential is calculated as follows: CASH FLOW DIFFERENTIAL � Value DCF Results "As Stabilized" $22,700,000 DCF Results "Upon Completion" $20,200,000 Equals: Cash Flow Differential $2,500,000 By deducting this cash flow differential,we are encapsulating all of the lease-up costs which occur during the initial few years of the investment holding period, such as tenant improvement allowances, free rent, and leasing commissions, as well as the rent loss due to the vacancy during lease-up. In addition, entrepreneurial profit for the lease-up is reflected within that differential amount, given the spread in the internal rates of return between the "stabilized"and"as is"cash flow scenarios. However,it should be noted that we have considered that the projected value via the Income Capitalization Approach does not account for real estate taxes per the development agreement. A typical apartment complex would contain a real estate tax line item or a ground lease line item. Per the development agreement all of the net income from the proposed development would go directly to the lessee(less debt service for the first 30 years). As the land is essentially being contributed to the development, we have deducted the land contribution (of $6,900,000) to reflect the leasehold value of the improvements upon completion and upon stabilization,as including a market ground lease expense line item would affect the net operating income proje tion that the client has requested that we include in our analysis. Page 1321 Of 1954 CUSHMAN&WAKEFIELD 117 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH Income Capitalization Approach Methodology The Income Capitalization Approach is based on the principle that the value of a property is indicated by the net return to the property,or what is also known as the present worth of future benefits.The future benefits of income- producing properties, is net income before debt service and depreciation, derived by a projection of income and expense, along with any expected reversionary proceeds from a sale. The two most common methods of converting net income into value are direct capitalization and discounted cash flow analysis. In direct capitalization, net operating income is divided by an overall rate extracted from the market to indicate a value. In the discounted cash flow method, anticipated future net income streams and a reversionary value are discounted to provide an opinion of net present value at a chosen yield rate (internal rate of return or discount rate). In this section of the report,we have utilized the discounted cash flow method to value the subject property and considered the implied historical,first year,stabilized year and deflated stabilized direct capitalization rates. Based on the market for multifamily assets in the subject's area,we have forecast future apartment revenue for the subject property,which was detailed in a previous section of this report. In this section of the report,we provide an analysis of the subject's historical performance,the performance of comparable properties,and industry averages, in order to forecast all other revenues and expenses for the subject property through a 10-year holding period.The projection begins on June 1,2023.The subject property is projected to reach a stabilized level of operation in year two of the 10-year holding period. We relied solely on the discounted cash flow analysis to value the property upon completion. For the value upon stabilization,we used both Yield and Direct capitalization,and place slightly more emphasis on Yield Capitalization. Apartment Unit Rental Income Analysis Earlier in the report we discissed the competitive market for apartment properties in the local area. Before we revisit the competitive propert'es,we will discuss certain aspects of the subject property, namely its occupancy and the quoted rent levels of its various unit types. Developer's Quoted Rental Rates The subject property will offers units ranging in size from 403 to 12,733 square feet, with an average size of 642 square feet.The developer's quoted rents range from$1,280 to$20,537 per month. Page 1322 of 1954 CUSHMAN&WAKEFIELD 118 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH SUBJECT PROPERTY-DEVELOPER'S QUOTED RENTS Effective Average Effective Monthly Monthly Unit Quoted Rent Rent(No Quoted Rent No. Plan BR BA (SF) (Monthly) Concessions) $ISF 1 Studio 80%AMI 0 1.0 403 $1,280 $1,280 $3.18 2 Studio 120%AMI 0 1.0 403 $1,920 $1,920 $4.76 3 1BR/1BA 80%AMI 1 1.0 518 $1,372 $1,372 $2.65 4 1 BR/1 BA 120%AMI 1 1.0 518 $2,058 $2,058 $3.97 5 2BR/2BA 80%AMI 2 2.0 640 $1,646 $1,646 $2.57 6 2BR/2BA 120%AMI 2 2.0 640 $2,300 $2,300 $3.59 7 Miami Ballet Dorm 2 2.0 12,733 $20,537 $20,537 $1.61 Minimum 403 $1,280 $1,280 $1.61 Maximum 12,733 $20,537 $20,537 $4.76 Average 642 $1,954 $1,954 $3.04 'All averages are weighted In order to ascertain if the sut ject's quoted rents and concessions are market oriented,we will analyze rent levels at competing apartment complexes. Establishing Market Rental nates In an effort to estimate the current market rent achievable for the subject's units,we surveyed several competitive apartment complexes. We discussed these complexes in greater detail in the Apartment Market Analysis of this report. In the following table vte present a summary of the competitive properties. RENT COMPARABLE SUMMARY Average Unit Occupancy No. Project Name Year Built Total Units NRA Size(SF) Rate(%) 1 820 15th Street 1950 8 7,912 989 95.4% 2 1251 Euclid Avenue 1959 14 7,342 921 99.0% 3 942 Lenox Avenue 1959 18 10,387 577 96.1% 4 1044 Pennsylvania Avenre 1959 16 7,180 772 93.9% 5 1200 Pennsylvania Avenue 1938 13 7,700 632 100.0% Subject Property 1 2023 81 52,013 642 - STATISTICS(INCLUDING SUBJECT) Low: 1938 8 7,180 577 93.9% High: 2023 81 52,013 989 100.0% Unweighted Average: 1965 25 15,422 756 96.9% Totals: I 160 92,534 Compiled by Cushman&Wakefield Regional,Inc. Including the subject property, the competitive market contains 150 units. The comparable projects were constructed between 1938 aid 2023 and range in size from 8 to 81 units. The comparables exhibit occupancy levels ranging from 93.9 percent to 100.0 percent,with an unweighted average of 96.9 percent. Analysis by Unit Type In order to estimate the market rates for the various floor plans, the subject unit types have been compared with similar units in the comparable projects.The following is a discussion of each unit type. Page 1323 of 1954 CUSHMAN&WAKEFIELD 119 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH Analysis of Studio Units The subject property has studio units that compete in the marketplace against the various competing projects. The quoted rents, concessions ani effective rents for studio units in the marketplace are depicted in the following table: COMPETITIVE RENTAL SUMMARY Studio Units Quoted Rents Effective Rents Average Average Average Average AVE. Quoted Quoted . Effective Effective BEDS/ UNIT Rent Rent Per Rent Rent Per Name BATHS - -- SIZE (Month) SF1M*nth- (month) S?IMonth 942 Lenox Avenue Studio 420 $1,430 $3.40 $1,430 $3.40 1044 Pennsylvania Avenue Studio 420 $1,283 $3.05 $1,283 $3.05 1200 Pennsylvania Avenue Studio 503 $1,765 $3.51 $1,765 $3.51 Low 420 $1,283 $3.05 $1,283 $3.05 High 503 $1,765 $3.51 $1,765 $3.51 Average 448 $1,493 $3.321 $1,493 $3.32 The comparable studio units Lange in size from 420 to 503 square feet. Quoted asking rents range from $1,283 to $1,765 per month. Concessions for studio units have not been applied. The subject's average studio unit in size will be 403 square feet. The developer's average studio projected rents at the subject are$1,290 per unit per month for the 80%AMI units and $1,920 per unit per month for 120%AMI units. These developer rents range from $3.20 per square foot to$4.76 per square foot. We have considered the smaller size of the subject's units and have reconciled below the developer's projected rents for the 120%AMI based on the comparables and within the range of the comparables on a whole dollar basis. We have considered that a prospective renter would not say more in rent at the subject than other similar sized studio units in our selection of a market rental rate. Page 1324 of 1954 CUSHMAN&WAKEFIELD 120 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH Analysis of One Bedroom Units The subject property has one bedroom units that compete in the marketplace against the various competing projects. The quoted rents, concessions and effective rents for one bedroom units in the marketplace are depicted in the following table: • COMPETITIVE RENTAL SUMMARY • One.Bedroom Units Quoted Rents Effective Rents . Average Average Average Average AVE. . ..-.Quotes_....41ied__..Ems.. Effective BEDS/ UNIT Rent Rent Per Rent Rent Per Name BATHS SIZE (Month) SFIMonth (month) SF/Month 1251 Euclid Avenue 1BR/1BA 750 $1,523 $2.03 $1,523 $2.03 942 Lenox Avenue 1BR/1BA 697 $1,738 $2.50 $1,738 $2.50 1044 Pennsylvania Avenue 1BR/1BA 650 $1,508 $2.32 $1,508 $2.32 1200 Pennsylvania Avenue 1BR/1BA 667 $1,875 $2.81 $1,875 $2.81 Low 650 . $1,508 . $2.03 $1,508 $2.03 High 750 • ..$1,875 $2.81 $1,875 $2.81 Average 691 . $1,661. $2.41 . $1,661 $2.41 The comparable one bedroom units range in size from 650 to 750 square feet. Quoted asking rents range from $1,508 to$1,875 per month. Concessions for one bedroom units have not been applied. The subject's average one bedroom unit in size will be 518 square feet. The developer's average one bedroom projected rents at the subject are $1,372 for the 80%AMI units and $2,058 for 120%AMI units. These developer rents range from$2.65 per square foot to$3.97 per square foot.We have considered the smaller size of the subject's units and have reconciled below the developer's projected rents for the 120%AMI based on the comparables and within the range of the comparables on a whole dollar basis. We have considered that a prospective renter would not pay more in rent at the subject than other similar sized one bedroom units in our selection of a market rental rate. We have also considered the average rental rates of the one bedroom MLS listings in our analysis,which had an average unit size of 534 units an average rent of$1,640 per unit per month or$3.07 per square foot. CUSHMAN&WAKEFIELD 121 Page 1325 of 1954 PROPOSED COLLINS PARK DEVELOPMENT ---- INCOME CAPITALIZATION APPROACH — Analysis of Two Bedroom Units The subject property has two bedroom units that compete in the marketplace against the various competing projects. The quoted rents, concessions and effective rents for two bedroom units in the marketplace are depicted following table: COMPETITIVE RENTAL SUMMARY' ' '-,ti_`. - Two Bedroom Units I Quoted Rents Effective Rents - Average Average Average Average AVE Quoted Quoted Effective Effective BEDS' UNIT Rent Rent Per .Rent Rent Per. Name BATHS.. SIZE (Month) SF/Month (month) SF/Month 820 15th Street 2BR/2BA 715 $2,614 $3.66 $2,614 $3.66 942 Lenox Avenue 2BR/1BA 760 $2,140 $2.82 $2,140 $2.82 1200 Pennsylvania Avenue 2BR/1BA 686 $2,372 $3.46 $2,372 $3.46 Low 686 $2,140 $2.82 $2,140 $2.82 High 760 $2,614 $3.66 $2,614 $3.66 Average 720 $2,375 $3.31 $2,375 $3.31 The comparable two bedroom units range in size from 686 to 760 square feet. Quoted asking rents range from $2,140 to$2,614 per month. Concessions for two bedroom units have not been applied. The subject's average two bedroom unit in size will be 640 square feet. The developer's average two bedroom projected rents at the subject are $1,646 for the 80% AMI units and $2,300 for 120% AMI units. These developer rents range from$2.57 per square foot to$3.59 per square foot.We have considered the smaller size of the subject's units and have reconciled with the developer's projected rents for the 120% AMI based on the comparables and within the range of the comparables on a whole dollar basis. We have also considered the average rental rates of the two bedroom MLS listings in our analysis,which had an average unit size of 854 units an average rent of$2,264 per unit per month or$2.65 pr square foot. Miami City Ballet Dorm Master Leased Floor The second floor of the proposed developments is to be master leased to the Miami City Ballet to be utilized as dorm space. We searched the market for comparable dorm master leased and none were encountered in South Florida. Therefore, we expanded our(search for master leased apartment units, which we consider the subject dorm space to be the most similar to in the market.The dorm space is projected to contain ten,two bedroom and two bath units and two, one bedroom and one bath units.The following chart reflects master leased apartment units in the market. It should be noted that these master leases were all to extended stay hotel operators throughout the City of Miami within newer buildings and fol small blocks of units.We believe that a group of 12 units within the dorm floor of the subject property would possibly lease to an operator as reflected in these comparables or that market participants would underwrite the subject space similar to these lease terms as outlined below as they represent the most recent master leases of large blocks of residential units in the market. Page 1326 of 1954 CUSHMAN&WAKEFIELD 122 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH MasterLeased Suites and Apartments for Short Term Hotel Operators Location Building Operator Units Leased Lease Tenn Yrs Reimbursements Rent Increases Rent Market Rent Based on City of Miami High-Rise Apt Confidential 54 2 Gross 3.00% Apartment Rates Market Rent Based on City of Miami High-Rise Apt Confidential 50 2 Gross 3.00% Apartment Rates Market Rent Based on City of Miami High-Rise Apt Confidential 64 2 Gross 3.00% Apartment Rates Market Rent Based on City of Miami High-Rise Apt Confidential 40 3 Gross 3.00% Apartment Rates Market Rent Based on City of Miami Garden-style building Confidential 18 5 Gross 3.00% Apartment Rates As illustrated, these blocks ofl units are leased on a gross basis and range between 18 to 64 units. These leases typically have two to five year terms and are leased on an as is basis and the lease rates are based on market rental rates. The developer has projected a market rent for the dorm space of$30,320 per month for the 12 units, or$2,527 per dorm unit per month.We have considered that these units are not subject to any rent restrictions and have projected a market rent at the upper end of the range of the market rent comparables considering the fitness center on the floor, as well as the kitchen arlId have projected a market rent for the two, one bedrooms in the dorm floor at$1,700 per unit per month and $2,600 for the two bedroom units. This equates to $29,400 per month for the 12 units. Therefore,we have utilized this figure in our analysis and our projection for a master lease rate for the entire Miami City Ballet floor.This equates to an annual rent of$352,800. We have also considered that the Ballet had previously(prior to the Covid-19 pandemic) been leasing seven units in Tradewinds Apartment Hotel, an extended stay hotel located at 2365 Pine Tree Drive in Miami Beach, FL 33140. This property contains a pool and utilities were included in the rent, as well as each unit containing a kitchen. The Ballet was previously paying $27,013 per month ($3,859 per unit per month) for seven units. Each unit had the capacity for four beds.We have considered that the proposed dorm floor will contain a fitness center in our analysis, although it will not contain a pool and it is atypical for rent in the market to be inclusive of utilities.We have considered all of these variables in our analysis. As a check of reasonableness, we have compared the projected market rental rate to master leases of dormitories on a per bed basis. We have searched the local market for master leased dormitory comparables and none were encountered.Therefore,we have expanded our search nationwide in urban area and encountered the following New York City master lease dormitory comparables, which range from $9,852 per bed in master lease rent to $16,557 per bed, with an average of$12,219 per bed per annum. The proposed annual master leased rent for the dorm space is $11,025 per bed at the subject based on 32 beds. These comparables further support of conclusion of market rent. DORMITO Y FACILITY LEASES j,; lil ila • Na.aft: 180 Broadway Pace University 608 $9,852 33 Beekman Pace University 772 $10,248 101 Ludlow Beet School of 1VIsuaI Arts 353 $16,557 Compiled by Cushman&Wakefield,Inc. Market Rent Estimate& Potential Rent at Market(All Units) Page 1327 of 1954 CUSHMAN&WAKEFIELD 123 PROPOSED COLLINS PARK DEVELOPMENTINCOME CAPITALIZATION APPROACH After analyzing the quoted rent and concessions at the subject property and comparables,and after detailed review of the actual rents at the subject property, we are able to estimate an effective market rent for each unit type. Included in these figures are ents for model units and employee units, so we can fully account for all potential revenue.We determined an effective market rent for each of the subject's unit types as follows. Note that we have considered the projected rental rates for the subject,as well as the market rental rates of the competitors. The subject will represents new product upon completion in comparison to some of the other apartment complexes in the competitive set with a good location within Miami Beach. Our market rental rate estimate also considers the new quality of interior finishes,the rent comparables asking rental rates, as well as the current occupancy in the market. Therefore,we have reconciled below the developer's projected 120 AMI rental rates for studio and orle bedroom units as noted previously. CUSHMAN&WAKEFIELD-PROJECTED MARKET-RENTS&POTENTIAL RENT AT MARKET(ALL UNITS) Comm& Wakefield Potential Gross • Unit Market Rent Rent(Before Potential Average No. Plan BR BA Total Units (SF) Total SF ESS Concessions) Monthly Rent$ISF 1 Studio 80%AMI 0 1.0 20 403 8,060 , $1,280 $307,200 $3.18 2 Studio 120%AMI 0 ' 1.0 20 403 8,060 $1,410. $338,400 $3.50 3 1BR/1BA 80%AMI 1 1.0 10 518 5,180 $1,371 $164,520 $2.65 4 1BR/1BA120%AMI 1 1.0 10 518 5,180 $1,555 $186,600 $3.00 5 2BR/2BA 80%AMI 2 2.0 10 640 6,400 $1,645 $197,400 $2.57_ 6 2BR/2BA 120%AMI 2 2.0 10 640 6,400 $2,300 $276,000 $3.59 7 Miami Ballet Dorm 2 2.0 1 12,733 12,733 $29,400 $352,800 $2.31 TOTAL/AVERAGE 81 642 52,013 $1,875 $1,822,920 $2.92 *All averages are weighted The potential gross rental revenue for the entire property at market rent levels is projected to be$1,822,920,which equates to an average monthly rent of$1,875 per unit or$2.92 per square foot per month. Concessions Rental concessions are defined as a discount or other benefit offered by a landlord to induce a prospective tenant to enter into a lease. Rental concessions are typically features of slow rental markets and tend to disappear as the market tightens. As indicted in the analysis of quoted rents and concessions for the subject and comparable properties above,where concessions exist it is necessary to deduct the concessions from the full market rents to arrive at an effective market rent. None of the comparables are currently offering concessions.Therefore,we have not modeled any concessions in our analysis. Loss to Lease Adjustment The typical apartment buyer accounts for Gain/Loss to Lease in the Vacancy and Collection Loss section of the pro forma. We have included these figures in our allowance for Vacancy and Collection. Non-Revenue Units Non-revenue units can include model units,and employee units,and units out of service.To be consistent with the underwriting of the typical apartment buyer we have included these deductions for model units and employee units within our vacancy and collection allowance,which is how an apartment buyer in the South Florida would underwrite the subject property. Forecast Rental Revenue—Apartment Units As indicated previously, we have projected total potential apartment revenue to be $1,822,920, which equates to an average monthly rent of$1,875 per unit.The following table summarizes the potential gross income anticipated in year one for the apartment units at the subject property.As the subject property is estimated not to be completed Page 1328 of 1954 CUSHMAN&WAKEFIELD 124 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH until June 2023,we have assumed a growth rate of three percent over the next two years and for the holding period thereafter. We have accounted for inflation within our projected gross rental revenue based on current market underwriting with regard to inflation and we have considered the supply constrained market of Miami Beach, with few options to develop new rental product in our analysis and have projected a market rent upon completion of $1,933,936. The following table summarizes the potential gross income anticipated in year one for the apartment units at the subject property. FORECAST RENTAL REVENUE-APARTMENT UNITS Rental.Revenue and Adjustments Annual Rent Potential Gross Rental Revenue $1,933,936 Less:Concessions $0 Less: Non-Revenue Units $0 Plus: Premiums/Amenity Income $0 Forecast Adjusted Gross Rental Revenue $1,933,936 Compiled by Cushman&Wakefield Regional, Inc. Page 1329 of 1954 CUSHMAN&WAKEFIELD 125 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH Revenue & Expense Analysis We developed an opinion of the property's annual income and operating expenses after reviewing both its historical performance and the operating performance of similar buildings.We analyzed each item of expense and developed an opinion regarding what an informed investor would consider typical. The developer's stabilized proforma and our year one and stabilized proformas are presented on the following chart,followed by an analysis of subject property's revenue and expenses. Cushman & Wakefield, Inc. recognizes the standards defined by the CRE Finance Council as the definitive standards by which operating expense data should be analyzed. All operating statements provided by ownership have been recast to reflect these categories, which are provided in the Glossary section of this Appraisal Report. In forecasting expenses, we relied on the budgets and analyzed expense levels at competing properties. Our expense forecast is presented in the following table,followed by a discussion of each expense line item. CUSHMAN&WAKEFIELD 126 Page 1330 of 1954 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH REVENUEMI D`"EXPENSE ANALYSIS SUBJECT PROPERTY Cushman&Wakefield • stabilized Developer Cushman&Wakefield Forecast Budget Forecast Year One(1) Year Two(2) • REVENUE Total Per Unit Total Per Unit Total .Per Unit Base Rental Revenue Potential Rent From Vacant Units $2,170,251 $26,793 $1,933,936 $23,876 $1,991,954 $24,592 Lease Gain/Loss(Lag Adjustment) $0 $0 $0 $0, $0 $0 Total Potential Gross Rental Revenue $2,170,251 $26,793 $1,933,936 $23,876 $1,991,954 $24,592 Base Rent Adjustments Less:Concessions $0 $0 $0 $0 $0 $0 Total Adjusted Rental Revenue $2,170,251 $26,793 $1,933,936 $23,876 $1,991,954 $24,592 Other-Income Commercial Rent $229,702 $2,836 $0 $0 $218,400 $2,696 Misc.Income $60,843 $751 $40,000 $494 $81,000 $1,000 Total Other Income $290,545 $3,587 $40,000 $494 $299,400 $3,696 POTENTIAL GROSS REVENUE $2,460,796 $30,380 $1,973,936 $24,370 $2,291,354 $28,288 Vacancy(Rental Revenue Only) ($28,303) ($349) ($580,181) ($7,163) ($99,598) ($1,230) Collection Loss(Rental Revenue Only) ($15,298) ($189) ($38,679) ($478) ($39,839) ($492) Total Vacancy and Collection Loss ($43,601) ($538) ($618,860) ($7,640) ($139,437) ($1,721) EFFECTIVE GROSS REVENUE $2,417,195 $29,842 $1,355,076 $16,729 $2,151,917 $26,567 OPERATING EXPENSES . , Property Insurance $70,022 $864 $70,000 $864 $72,100 $890 Utilities $100,968 $1,247 $100,000 $1,235 $103,000 $1,272 Repairs&Maintenance $95,724 $1,182 $50,000 $617 $103,000 $1,272 Management Fees $66,933 $826 $67,754 $836 $107,596 $1,328 Payroll&Benefits $110,234 $1,361 $125,000 $1,543 $128,750 $1,590 Advertising&Marketing $34,967 $432 $75,000 $926 $40,000 $494 General&Administrative $34,967 $432 $40,000 $494 $41,200 $509 Other Expenses $38,400 $474 $40,000 $494 $41,200 $509 Turnover $15,298 $189 $0 $0 $15,000 $185 Replacement Reserves $26,400 $326 $24,300 $300 $25,029 $309 Total Operating Expenses $593,913 $7,332 $592,054 $7,309 $676,875 $8,356 Real Estate Taxes $0 $0 $0 $0 $0 $0 TOTAL EXPENSES $593,913 $7,332 $592,054 $7,309 $676,875 $8,356 NET OPERATING INCOME $1,823,282 $22,610, $763,022 $9,420 $1,470,042 $18,210 (1)Year One Begins:6/01/2023 (2)Stabilized Year Begins:6/1/2024 Compiled by Cushman&Wakefield Regional,Inc. Page 1331 of 1954 CUSHMAN&WAKEFIELD 127 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH s Discussion of Revenue Items We analyzed each revenue item in making our forecast,with our conclusions summarized on the previous table. In most cases, our forecast is well)supported by the historical or budget information. However, in some cases,further clarification is provided as follows: Total Potential Gross RentalRevenue ) YearsPer Unit Totals Stabilized Developer Budget $26,793 $2,170,251 Cushman&Wakefield -Forecast Year 1 $23,876 $1,933,936 Cushman&Wakefield -Stabilized Year 2 ^ $24,592 $1,991,954 Potential Gross Rental Rev nue is generated by vacant space as it is absorbed, as well as rent that is I. lost/generated for leases expiring in the first year,weighted by our rollover assumptions. Page 1332 of 1954 CUSHMAN&WAKEFIELD 128 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH Total Other Income Years - Per Unit Totals Stabilized Developer Budget $3,587 $290,545 Cushman &Wakefield-Forecast Year 1 $494 $40,000 Cushman &Wakefield-Stabilized Year 2 $3,696 $299,400 We analyzed the budgeted revenue from miscellaneous sources, and made a projection of the revenue based on these figures and the expense,comparables.The developer has projected a stabilized other revenue at$290,545. This figure includes the ground floor retail and reimbursements for CAM, which we have relied on in our analysis and the developer's budgeted amount is $229,702. The other income also consists of typical other income line items in an apartment complex, which includes RUBS reimbursements, pet fees, late fees, forfeited deposits, parking fees, storage fees, application fees,etc.The developer's stabilized other income projection excluding the commercial space income egtl ates to $60,743. Other Income To help in determining miscellaneous revenue for the subject, we have utilized other income comparables in the market,with a majority of the comparables having garages and carports.These range from $1,002 to$1,682 per unit,with an average of$1,43b per unit, as indicated on the following chart. APARTMENTS OTHER INCOME COMPARABLES-MID RISE&HIGH RISE COMPLEXES - 1. . Property City Miami Miami Miami Ft.Lauderdale Ft Lauderdale Property Class A A A A A. Number of Units 292 213 412 553 272 Building Age 2018 2017 2016 1990 2017 Statement Type Actual Actual Actual Actual a= Year of Record Dec 18-Nov 19 2019 2018 2018 2018-2017 For 12 month period ending November December December December December Per Unit Per Unit Per Unit Per Unit Per Unit OTHER INCOME I $1,002 $1,480 $1,360 $1,682 $1,654 Complied by Cushman&Wakefield Regional,Inc. It is important to note in discussions with the regional manager of Lincoln Properties she indicated occupancies range from 70 to 80 percent for garage,carports and storage units for suburban multifamily properties. In addition, we have seen in the past complexes utilizing garages,carports and storage units as concessionary tools in closing deals. C&W has appraised nilultiple other proposed multifamily complexes over the past year and the average other income of these complexes was$1,308. The following chart reflects a range of garden-style comparables, which range from$1,125 to$i,049 per unit,with an average of$1,547 per unit. APARTMENTS OTHER INCOME COMPARABLES-GARDEN STYLE COMPLE)(ES•,;:- Property City Plantation Plantation Miramar Plantation Boca Raton Property Class B B B B 5 Number of Units 481 281 380 468 180 Building Age 2010 1970 2018 1989 1984 Statement Type Actual Actual Actual Actual Actual Year of Record 2019 2019 2019 2019 2019 For 12 month period ending December December December December December Per Unit Per Unit Per Unit Per Unit Per Unit OTHER INCOME $2,049 $1,125 $1,339 $1,330 $1,893 Complied by Cushman&Wakefield Regional,Inc. Our projection for other income is near the lower end of the range of the comparables on a per unit basis; based on the lack of on-site parkirg where a large amount of fees are generated for other income. We have also Page 1333 of 1954 CUSHMAN&WAKEFIELD 129 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH reconciled above the developer's projection of other income. We have also considered the recent shift in the market whereby complexes are waiving late fees,application fees and other fees that were commonplace prior to Covid-19 under current market conditions as a means to maintaining occupancy and spurring absorption with projects that are in lease up.Therefore,we have projected$1,000 per unit for miscellaneous income. Other Income Retail As noted previously, the proposed development is scheduled to contain 6,000 square feet of ground floor retail space.The ownership group is projecting a market rent of$28.00 per square foot,triple net.We have considered the recent leasing that has been1accomplished in the Miami Beach area for retail space and have considered the good location of the subject with visibility off of NE 23rd Street in our selection of a market rental rate.The following are asking rental rates in the Market. • 309 23rd Street, Miami Beach, FL—Asking Rental Rate-$70.00 per square foot,triple net • 901 Pennsylvania Avenue, Miami Beach, FL—Asking Rental Rate-$40.00 per square foot, triple net • 1225-1235 Washington Avenue, Miami Beach, FL—Asking Rental Rate - $30.00 per square foot, triple net We have reconciled above the developer's projection of market rent and at the lower end of the asking rental rate range in our analysis and halie projected $30.00 per square foot, triple net rental rate, with a 10-year term and three percent increases on rept. We have projected an expense amount of$10.00 per square foot for the retail space,which equates to a gross rental rate of$40.00 per square foot or$240,000 per annum.We have projected tenant improvement allowance of$10.00 per square foot for new leases and $0.00 per square foot for renewals. We have projected leasing commissions of six percent and three percent.Based on the preceding and the demand for retail space in the local market,as well as considering the property's location in South Beach,we have projected that it will take 12 months to lease the retail space upon completion. With regard to the low parking ratio at the subject, we do not anticipate that it would have a significant effect on the lease up of the retail space or its ability to achieve market rents,as it is common for visitors/clientele to the area to utilize street parking,or various garages and/or surface lots if they drive themselves to the stores.The projected tenant improvement allowance is$60,000 and the projected leasing commissions are$144,000,which we have applied in year two of our analysis once this space is leased. We have considered that due to the current economic climate and social distancing that is occurring, which has affected the retail market and we do not believe that a new retailer would sign a lease under these conditions, particularly a retail tenant that's business model involves multiple people congregating in a space. Based on conversations with retail brokeis active in the market,whereby landlords and tenants are currently in discussions to abatement rent or tag on additional months of lease terms based on the length of this crisis.However,as the subject is proposed and not scheduled to be completed until 2023,whereas, the near term Covid-19 effects on the market (based on current market thinking) will have some affect, although the market should be beginning to rebound by this point in time. Based on clonversations with active retail leasing brokers in Miami-Dade County, despite the ongoing economic climate,there is still demand for retail space and there have been active inquires on retail spaces. We have projected that a prospective purchaser would not underwrite a commencement of the retail leasing until after the apartment units at the subject has been leased. Other Income -Vacancy and Collection Loss Commercial Component As will be illustrated in this section, the vacancy rate for office space in the market is higher in comparison to the retail space.We have considered this in our analysis and have reconciled at a market vacancy rate of 7.0 percent in our analysis for the commercial component of the subject. We have also projected a collection loss of 2.00 Page 1334 of 1954 CUSHMAN&WAKEFIELD 130 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH percent in our analysis.Note that the other income revenue line item accounts for the effective gross income of the retail components. Vacancy and Collection Loss Vacancy and collection loss is a function of the interrelationship between absorption, lease expiration, renewal probability, estimated downti a between leases, and a collection loss factor based on the relative stability and credit of the subject's tenant base. Earlier in the report we discussed the vacancy rates for the market in which the subject property is located. We also discussed the subject's occupancy level, which conversely represents its current vacancy level. VACANCY ANALYSIS - Vacancy Statistics Rate Building Class and Market Regional Vacancy Statistics -Apartment 7.3% Miami-Dade County Local Vacancy Statistics-Apartment 9.7% South Beach/Miami Bayshore submarket Competitive Property Vacancy Abartment Statistics 3.1% Competitive Set Compiled by Cushman&Wakefield Regional,Inc. Based on the current vacancy in the market(which considers one property that is currently being leased up), and our perception of future market vacancy,we projected a global stabilized vacancy rate of 5.00 percent.We deducted a collection loss of 2.00 percekt. After accounting for all factors,the total vacancy and collection loss is calculated as 7.00 percent. We have considered that over the near term(coming several months),the local market and the subject will continue to be affected by the social distancing that is a result of Covid-19 and that the subject. We have also considered the effects on the local economy and the recent increases in the unemployment rate in the near term will reduce the potential renter pool to replenish vacant units. Additionally, we have considered that the subject property will represent a newly completed development in Miami Beach and the current and prospective renter for the subject is an area of an average to above average income individual/household that depending on their type of employment (i.e. travel and leisure related jobs)some of the local employment sectors have been hit the hardest in Miami-Dade County,accounting for the hig,est levels of unemployment since the beginning of the Covid-19 pandemic.However, as current market thinking indicates the effects of Covid-19 will be short term in nature, with increases in vacancy and collection loss over the next two years, reaching previous"stabilized" levels in the third year from our current as is value date. As the subject will be under construction during this time period,we have considered that the subject is anticipated to be completed 30 months from our current date of value and based on current market thinking will becompleted near the end of the pandemicjs affect on the market. In year one, the vacancy is projected at 30 percent, while our year two projection is 5.00 percent, which is based on our projected lease up of the subject. We consider the subject to have a desirable location in Miami Beach and we have projected a stabilized vacancy rate of 5.00 percent in year two of our analysis. We have projected a stabilized collection loss of 2.60 percent in our analysis. For the subject property vacaicy and collection loss are applied against rental revenue only. In year one, vacancy and collection loss is projecte• to be$618,860.Vacancy and credit loss totals$139,437 in the first stabilized year. Page 1335 of 1954 CUSHMAN&WAKEFIELD 131 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH Note that we have projected stabilized apartment occupancy to occur in year two or 18 months after the completion date. Lease up We have estimated that it would take approximately six months to lease-up the apartments subject to reach stabilized occupancy. However, with regard to the retail components, we have previously noted that we have projected a 12 month lease up'timeframe. This considers the projected Ibwer lease up velocity based on the projected increases in market vacancy in the near term, as well as the projected competition from new developments in the market, as well as other existing developments that have experienced a higher vacancy rate due to the near term effects of Covid-19. We have considered other new developments within the local market to base an absorption estimate on. These developments have an absorption rates that range between 15.41 to 30.69 units per month; however,they are also spending a significant amount of money on marketing and advertising, as well as offering move in concessions. Based on conversations with property managers in complexes within the local market, leasing velocity has slowed significantly since the beginning of the pandemic in March 2020, with absorption rates being closer to 10.00 units per month in comparison to leasing velocity that averaged approximately 20.00 units per month pre-Covid-19. However, we have also considered that the proposed improvements are projected to be completed in 2023, whereby current market thinking indicates that the market will be in a rebound phase. This is based on the current vacancy within the market, and the historical lease-up of other new developments throughout South Florida, some of which are noted below: APARTMENT ABSOPRTION COMPARABLES -EASTERN MIAMI-DADE COUNTY t< SIN M M K C m C g j z C 1b C v C C p 0 O r C C ` 0 C E c N E a . CO .o a o f NO. Property Name 3 w o is E o a v E m a d P Y vi z .ivc z2 % 8 a3 Q 1 2500 Biscayne Mami 165 October-17 5 93% 153 30.69 . 2 Nbnarc at Met 3 Miami 462 January-16 26 90% 416 15.99 3 Soma Brickell Miami 418 September-15 14 94% 393 28.07 4 Blue 27 Miami 330 June-19 12 90% 297 24.75 5 Modera Edgewater Miami 297 May-19 15 87% 258 17.21 6 Yard 8 Miami 297 April-19 16 83% 247 15.41 STATISTICS ,c. Low 165 83% 15.41 High 462 94% 30.69 Average 328 89% 22.02 Compiled by Cushman& Wakefield Regional, Inc. It should be noted that all of these complexes consists of newer high-rise apartment complexes (the only new development type in the subject market) in the City of Miami. These complexes are considered superior to the subject based on their larger nature with larger marketing budgets, as well as their use of concessions as a lease up tool. , As noted previously there have been few new apartment developments in South Beach over the past several years and the absorption comparables below reflect the most recent new apartment product that we have extracted absorption from. Page 1336 of 1954 CUSHMAN&WAKEFIELD 132 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH 1698 Alton Rd - 17 West—Completed in 2019 and consisting of 22 units above retail center, this development is currently 85 percent leased. Leasing commenced in August 2019,which consists of a leasing velocity of 1.44 units per month over a 13 month peIriod. Therefore,we have reconciledi below the larger City of Miami lease up comparables and have considered the price points of the subject in relatio to the recent South Beach absorption comparable and have reconciled in between the range of these lease up comparables. We have projected a six month lease-up period, which equates to a monthly absorption of 13.5 unts per month. This considers the projected lease up velocity based on the projected increases in market vacancy in the near term, as well as the projected competition from new developments in the market (predominately on the mainland), as well as other existing developments that have experienced a higher vacancy rate due to the near term effects of Covid-19.We have considered that other new developments in eastern Miami-Dade County have experienced an average lease up of approximately 20 units per month, which has decreased to approximately 110.00 units per month since the Covid-19 pandemic began in March 2020. We have considered that based on the small size of the subject, as well as the projected price points of the subject we have assumed a six month lease up in our analysis is reasonable and realistic. Discussion of Expenses We analyzed each expense item in making our forecast, with our conclusions summarized on the previous table. In most cases, our forecast is well supported by the historical or budget information. However, in some cases, further clarification is provided in the following tables: Property Insurance Property insurance expenses include coverage for general liability and loss or damage to the property caused by fire, lightning, vandalism malicious mischief, additional perils fire, extended coverage and owner's liability coverage. Insurance costs ari modeled in-line with other comparable properties. Years = Per Unit Totals Stabilized Developer Budget $864 $70,022 Expense Comparable Low $438 - Expense Comparable Average $709 - Expense Comparable High $1,017 - Cushman&Wakefield -Forecast Year 1 $864 $70,000 Cushman &Wakefield -Stabilized Year 2 $890 $72,100 We have reconciled below th I developer's projections and with the expense comparables in our analysis based on the budgeted insurance accounted for the entire project and not just the apartment component. Utilities This expense category includes expenses for fuel, gas, electricity, water and sewer, trash removal and other utilities. Utilities are generally property specific and vary considerably from property to property in the subject's market based on the utilities plaid by the tenant and the owner,and the efficiency of the HVAC systems.Therefore, we considered on the subjects actual historical expenses and the owner's budget. CUSHMAN&WAKEFIELD 133 Page 1337 of 1954 PROPOSED COLLINS PARK DEVELOPMiNT INCOME CAPITALIZATION APPROACH Years ." - " Per Unit Totals Stabilized Developer Budget $1,247 $100,968 Expense Comparable Low $438 - Expense Comparable Average $1,221 - Expense Comparable High $1,748 - Cushman &Wakefield -Forecast Year 1 $1,235 $100,000 Cushman &Wakefield-Stabilized Year 2 $1,272 $103,000 Repairs & Maintenance This expense category includes all expenses incurred for general repairs and maintenance, including HVAC, electrical, plumbing, safety systems, roads and grounds, and pest control/exterminating.This expense category also typically includes all outside maintenance service contracts and the cost of maintenance and repairs supplies.The subject's expensei is detailed in the following table. Years __ , Per Unit Totals Stabilized Developer Budget $1,182 $95,724 Expense Comparable Low $1,087 - Expense Comparable Average $1,605 - Expense Comparable High $2,764 - Cushman&Wakefield -Forecast Year 1 $617 $50,000 Cushman &Wakefield-Stabilized Year 2 $1,272 $103,000 Our projection considers the expense comparables and that the property will be recently completed and will not require many repair items. For the stabilized year, we have increased this expense to reflect a property that is fully occupied and will be experiencing a higher amount of repairs and maintenance than during the lease up phase. We have considered that the expense comparables include turnover costs in this category and we have reconciled below them in our analysis. Management Fees Management expenses typically include the costs paid for professional management services. Management services may be contracted for or provided by the property owner.We have utilized 2.5 percent of effective gross income in our analysis based on the size of the property. Typical market management fees range between 2.0 to 5.0 percent of effective grol s income. Years @, A" Per Unit" Totals Stabilized Developer Budget $826 $66,933 Expense Comparable Low $600 - Expense Complarable Average $1,122 - Expense Comprable High $2,877 - Cushman&Wiakefield-Forecast Year 1 $836 $67,754 Cushman &Wakefield-Stabilized Year 2 $1,328 $107,596 CUSHMAN&WAKEFIELD 134 Page 1338 of 1954 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH Payroll& Benefits This expense category includ�s total payroll costs for on-site management and maintenance personnel including employee salaries, bonuses, payroll taxes, insurance and other benefits. YearsPer Unit --,!',1-7,-° Totals Stabilized Developer Budget $1,361 $110,234 Expense Comparable Low $1,026 - Expense Comparable Average $1,964 - Expense Comparable High $3,517 - Cushman &Wakefield-Forecast Year 1 $1,543 $125,000 Cushman&Wakefield -Stabilized Year 2 $1,590 $128,750 We have reconciled within the expense comparable range and have reconciled near the developer's budgeted • amount. Advertising& Marketing This expense category includes expenses related to advertising, promotion, sales, and publicity and all related printing, stationary, artwork, magazine space, internet/web site, broadcasting, and postage related to marketing. Q1,.... Years Per Unit `` Totals Stabilized Developer Budget $432 $34,967 Expense Comparable Low $471 - Expense Comparable Average $1,131 - Expense Comparable High $2,184 - Cushman &Wakefield -Forecast Year 1 $926 $75,000 Cushman&Wakefield-Stabilized Year 2 $494 $40,000 Once the property has reachel d stabilized occupancy, we anticipate that the advertising expense will decrease and we have relied on the expense comparables within our analysis in determining a stabilized advertising expense. Turnover This expense category includes the cost of painting and repairs for vacated units. Yearsn Per Unit Totals Stabilized Developer Budget $189 $15,298 Expense Comparable Low $0 - Expense Comparable Average $197 - Expense Comparable High $543 - Cushman&Wakefield-Forecast Year 1 $0 $0 Cushman &Wakefield-Stabilized Year 2 $185 $15,000 Page 1339 of 1954 CUSHMAN&WAKEFIELD 135 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH We have not included any unit turnover costs in year one of our analysis, as the subject will be a brand new apartment complexes and will not incur these costs. Based on conversations with apartment property managers throughout South Florida unit turnover costs range from $250 to $500 per unit, on average. For the stabilized year, we have increased this expense, as the property will have been operational for two years and will experience some unit turnover. General &Administrative This expense category includes general and administrative expenses. Years Per Unit Totals • Stabilized Developer Budget $432 $34,967 Expense Comparable Low $387 - Expense Comparable Average $750 - Expense Comparable High $1,381 - Cushman &Wa'kefield -Forecast Year 1 $494 $40,000 Cushman &Wakefield-Stabilized Year 2 $509 $41,200 Replacement Reserves This is an allowance that provides for the periodic replacement of building components that wear out more rapidly than the building itself and m U st be replaced during the building's economic life. Market participants underwrite replacement reserves between $200 to $350 per unit. We have utilized $300 per unit in our analysis based on the dorm floor,which is being counted as one master leased unit in our analysis. Years n Per Unit Totals Stabilized Developer Budget $326 $26,400 Expense Comparable Low $0 - Expense Comparable Average $0 - Expense Comparable High $0 - Cushman&Wakefield -Forecast Year 1 $300 $24,300 Cushman &Wakefield-Stabilized Year 2 $309 $25,029 Real Estate Taxes As noted previously, there are no real estate taxes projected for the subject property per the development agreement set forth with the City of Miami Beach. Other Expenses This includes our projection for expenses for the 12 dorm units / dorm floor at the subject property. We have utilized a total expense of$7,800 per unit,which was concluded for the 80 workforce housing units in determining Page 1340 of 1954 CUSHMAN&WAKEFIELD 136 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH the projected additional expenses associated with the dorm floor. The subject's expense is detailed in the following table. Years, = Per Unit Totals 1 Cushman &Wakefield -Forecast Year 1 $494 $40,000 Cushman&Wakefield -Stabilized Year: $509 $41,200 Operating Expense Conclusion We thoroughly analyzed the developer's and expense comparables to make our projections. We forecast total operating expenses for the subject property excluding real estate taxes to be $8,356 per unit. The operating expense excluding real estate taxes projected for the subject property reflect an operating expense ratio at stabilization of 31.45 percent of effective gross income. The operating expense comparisons presented in the operating expense analysis table in the following section support our opinion of operating expenses for the subject property. Years - Per Unit Totals Stabilized Developer Budget $7,332 $593,913 Expense Comparable Low $5,616 - Expense Comparable Average $8,806 - Expense Comparable High $10,676 - Cushman & akefield -Forecast Year 1 $7,309 $592,054 Cushman &Viakefield-Stabilized Year 2 $8,356 $676,875 The operating expenses projected for the subject property reflect an operating expense ratio at stabilization of 31.45 percent of effective gross income. This ratio is supported by expense comparables of competitive properties. Another important ratio is the management fee, as percent of effective gross income. Our forecast management fee is 5.00 percent,which is within the range of comparable properties. In addition, many investors analyze the ratio of vacancy and collection loss against adjusted rental revenue, and also against total income. The subject's forecast ratios are presented in the following table: CUSHMAN&WAKEFIELD 137 Page 1341 of 1954 PROPOSED COLLINS PARK DEVELOPME{1T INCOME CAPITALIZATION APPROACH REVENUE AND EXPENSE METRIAS ' Cushman&Wakefield Stabilized Developer Cushman&Wakefield Forecast Budget Forecast Year One t11 Year Two(z) $Per Unit $Per Unit $Per Unit Effective Gross Income(EGI*) $29,842 $16,729 $26,567 Total Expenses $7,332 $7,309 $8,356 Net Operating Income(NOI*) $22,510 $9,420 $18,210 Ratio Ratio Ratio OER*(Total Expense Excluding Real EstateTaxes as%of EGI) 24.57% 43.69% 31.45% Mgt.Fee(%of EGI) 2.77% 5.00% 5.00% Concessions(%of Total Revenue) 0.00% 0.00% 0.00% V&C*(%of Total Revenue) 2.01% 32.00% 7.00% V&C+Concessions(%of Totalrevenue) 2.01% 32.00% 7.00% (1)Year One Begins:6/01/2023 (2)Stabilized Year Begins:6/1/2024 Compiled by Cushman&Wakefield Regional,incl = Effective Gross Income OER=Operating Expense Ratio CUSHMAN&WAKEFIELD 138 - Page 1342 of 1954 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH Operating Expense Comparables The following table illustrates detailed expense levels for the buildings that have varying degrees of similarity with the subject property in terms of age, size,tenancy and quality. In our judgment, a reconciled expense figure of$8,356 per unit(excluding real estate taxes) is reasonable for the subject property considering its age, size and budgeted expense figures, as well as its mixed-use. , SUBJE "OPER Y C•M"RA:L S REV ' `I P • `r•L 7 Property Name Reposed Collins Park Development Property Address 224 23rd Street Property City ______--- ----- Mani Beach Mani Mani Coral Gables Mani Mani Property County Mam- ade Mani-Dade Mani-Dade County Maori-Dade Mani-Dade Macri-Dade County Properly State Florida Florida - Florida Florida Florida Florida Building.Size_(Unita) 81 166 464 213 421 200 Mn,Max and Average Year Built - 2023 20105 2010s 2010s 20105 20105 Year of Record 2017 Trading 12(19-20) 2019 2019 2019 • Actual/Budget/Annualized Actual Actual Actual Actual Actual"is — _ " ..r-w$: - :', M +, •.r^ .,:.T•-y "--.•; ..r i r .o,:.: ,, W,' ,f*4` k,11..:. .�. -:.,f . '.•F9'b ...''',,,,,,,,,,-,7',$,•: ',P2', •J J h..IFi:I' '.,',. • •.}., t ^ �, ,.,, ..sem �71.It,PN C,,, .y �•.. {,< ;x {: � Meal ,:i',":,',:,"';'''''‘,1 . f.M:y lb. � a ?F a d ,�; u r ..lt ;S "9 '' 4 `; .qb, .. ..t .: -,,:: � , .a .,:p., 1f4�'l,Wd6dib'... .i:. . r> u. ... +. �. I, C. � .x,.. I .��y t i �Cp r 1,-. �a-.-. . ,.I., -1 '.,..rr. i;�.. i. . . i"1..,..,, I . I su'J- �• ,< d, ^ T. .., m r .,. r. I' r�r. r ,,- .:a :;: •'�.9 bra '�7" ,.5., .�/ 5 !'r_ i li i ,'. :^ 1^r.. pl . '.t., ,:,.,.. bl X61 e..w r1..n,7'....� n i .. , � �. �: .�yl.. � -.'�., n :..,L�F '-.R..-. ;�^ I .:.{+Y'.1� 'fIR R*...A�' r .., ,,, ,.1.. V. i a.:.r ? ev,. �:s,o . .1r.«I .�d ill.' ...: i ii,4.,, ,.. .'�,.:. �' i..1. .�.r, ! •i a r,".I� `1� 1. 6 ri .,:n+,r: _..,a,,g.�. � ..J.-, il1f . �I n �: ,.¢it ,,v +, '�'.^M. ,'+„ ,§... aw. M �. I,,.e, i , �1^� .1. .n . ,I.,.`1,.., .'a,J Lfii•a' ,'&a �J !` f�} un..x� ' :.t: '.w'T'._^^", w:6.. - ,, i t„„F.,ak of ,:F'',ilv ,11h1: 4 PoeUnt�.L.Frtir %EGG Per Unitla %Slit Per Urilt : t%EtI Per Unit %WI Per Unit %831 A:.,yb,,:. .4rtp 1 nor Unit Y.'� Per Unit. Per'Unit 'Per Unit EFFECTIVE GROSS REVERIE $26,567 100.00% $22,085 100.00% $25,010 100.00% $33,648 100.00% $19,438 100.00% $24,068 100.00% $19,438 $33,648 $24,850 OPBtATMG DOrB18139 Ftoperty insurance $890 3.35% $854 3.87% $686 2.74% $1,017 3.02% $438 2.25% 5551 2.29% 5438 $1,017 $709 Utilities $1,272 4.79% $1,539 6.97% $1,748 6.99% 5643 1.91% $438 2.25% 51,735 7.21% $438 $1,748 $1,221 Repairs&Maintenance $1,272 4.79% $2,764 12.52% $1,670 6.68% $1,358 4.04% $1,145 5.89% $1,087 4.52% $1,087 $2,764 $1,605 Management Fees $1,328 5.00% $815 3.69% 52,877 11.50% $600 1.78% $600 3.09% $716 2.97% $600 $2,877 $1,122 Payroll&Benef its $1,590 5.98% $1,835 8.31% — $1,026 4.10%. $1,974 5.87% $1,468 7.55% $3,517. 14.61% $1,026 $3,517 $1,964 Advertising&Marketing $494 1.86% $471 2.13% $1,578 6.31% $843 2.51% $580 2.98% $2,184 9.07% $471 $2,184 $1,131 General&Adninistrative $509 1.91% $387 1.75% 5815 3.26% $1,381 4.10% $404 2.08% $762 3.17% $387 $1,381 $750 Turnover $185 0.70% $0 0.00% $131 0.52% $189 0.56% $543 2.79% $124 0.52% $0 $543 $197 Replacement Reserves $309 1.16% $0 0.00% $0 0.00% $0 0.00% $0 0.00% $0 0.00% $0 $0 $0 Total Operating Expenses $8,356 31.45% $9,201 41.66% $10,531 42.11% $8,005 23.79% $5,616 28.89% $10,676 44.36% $5,616 $10,676 $8,806 Real Estate Taxes $0 0.00% $3,138 14.21% $5,473 21.88% $5,756 17.11% $3,544 18.23% $6,602 27.43% $3,138 $6,602 $4,903 TOTAL EXPENSES $8,356 31.45% $12,339 55.87% $16,004 63.99% $13,761 40.90% $9,160 47.12% $17,278 71.79% $9,160 $17,278 $13,708 NET OPERATING INCOME $18,210 $9,748 $,008 119,867 $10,278 • 0,790 $8,790 $10,887 511,141 (1)Fiscal Year Beginning 6/012023 Fiscal Year Ending:5/312024 -Compiled by Cushman&Wake roldAegional,Inc. —-- ------_......—......._._—.._--._._.. —_... Page 1343 of 1954 CUSHMAN&WAKEFIELD 139 PROPOSED COLLINS PARK DEVELOPM NT INCOME CAPITALIZATION APPROACH The five expense comparables reflect operating expenses (excluding real estate taxes) ranging from $5,616 to $10,676 with an average of$8,806 per unit. Based on our analysis of the expense levels at comparable properties,we concluded that there is adequate support for our operating expense conclusions on an operating ratio basis accounting for the exclusion of real estate taxes. Income and Expense Pio Forma The following chart summarizes our opinion of income and expenses for year two,which is the first stabilized year in this analysis. SUMMARY-OF REVENUE AND EXPENSES Stabilized-Year For Direct Capitalization: year Two REVENUE Adjustments Annual $/Per Unit %of EGI Base Rental Revenue $1,991,954 $24,592 Other Income Commercial Rent $218,400 $2,696 Misc.Income $81,000 $1,000 Total Other Income $299,400 $3,696 POTENTIAL GROSS REVENUE $2,291,354 $28,288 Vacancy(Rental Revenue Only) 5.00% ($99,598) ($1,230) Collection Loss(Rental Revenue Only) 2.00% ($39,839) ($492) EFFECTIVE GROSS REVENUE $2,151,917 $26,567 100.00% OPERATING EXPENSES Property Insurance $72,100 $890 3.35% Utilities $103,000 $1,272 4.79% Repairs&Maintenance $103,000 $1,272 4.79% Management Fees $107,596 $1,328 5.00% Payroll&Benefits $128,750 $1,590 5.98% Advertising&Marketing $40,000 $494 1.86% General&Administrative $41,200 $509 1.91% Other Expenses $41,200 $509 1.91% Turnover $15,000 $185 0.70% Replacement Reserves $25,029 $309 1.16% Total Operating Expenses $676,875 $8,356 31.45% Real Estate Taxes $0 $0 0.00% TOTAL EXPENSES $676,875 $8,356 31.45% NET OPERATING INCOME $1475;042 $18,210 .::68.55% Compiled by Cushman&Wakefield Regional,Inc. CUSHMAN&WAKEFIELD 140 Page 1344 of 1954 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH Investment Considerations Before determining the appropriate risk rate(s) to apply to the subject, a review of recent market conditions, particularly in the financial markets, is warranted. The following subsection(s) provide a review of these trends, ending with a summary of the investment considerations impacting the subject property,based upon the appraiser's market research,discussions with participants in the market, and the relative position of the subject property within its market. In recent times, the CRE market has been driven by investor demand and strong liquidity. Asset values can fall significantly in short periods of time if either of these two factors, often in conjunction with many others, change significantly.While Cushman It Wakefield is closely monitoring the latest developments resulting from the COVID- 19 pandemic, the reader is cautioned to consider that values and incomes are likely to change more rapidly and significantly than during standard market conditions. Furthermore, the reader should be cautioned and reminded that any conclusions presented in this appraisal report apply only as of the effective date(s)indicated.The appraiser makes no representation as to the effect on the subject property(ies)of this event, or any event,subsequent to the effective date of the appraisal Overview Prior to the current market dis luption brought on by the COVID-19 pandemic,the U.S.economy had officially begun its eleventh consecutive year of growth in the second half of 2019;a new record for the longest economic expansion in history. Economic growth beat market expectations during the fourth quarter of 2019, and the unemployment rate hit a 50-year low at 3.5°%0. As a result of the pandemic and economic shut-down, the economy entered into recession and recorded its worst decline in post World War II history in the second quarter.Although the recession was short, possibly as short ao two months(March/April), it was severe. From its February peak to its April trough, the U.S. lost more than 22 million jobs. Key real estate sectors experienced substantial declines, including office using employment (-2.9 millin), retail (-2.4 million) and leisure and hospitality (-8.3 million). In contrast, the industrial sector,which benefited from the surge in on-line buying, lost only about 250,000 jobs. While the exact timing of the recovery is not yet known, evidence suggests that it began early in the third quarter. U.S. GDP is currently estimated to have increased at a 35.9% annual rate during the third quarter, largely driven by a surge in consumer spending supported by the massive Federal Government fiscal stimulus plan. By September,the economy had!gained back more than half of the jobs lost(+11.4 million)with all sectors experiencing similar growth. With that said, the initial economic surge appears to have slowed towards the end of the quarter. Job growth has moderated, bOVID infections have started to increase, and negotiations on a second stimulus package have faltered. As wo close out 2020, there is uncertainty not only about the path of the virus, but the policies that will be put into place to limit its spread. This is causing many households and businesses to behave much more cautiously. In the long run,the key to recovery will be consumer confidence,which will likely be boosted with the development of a vaccine.With billions of dollars pouring into research and several potential vaccines already in stage three trial, it is widely expected that wide distribution of a vaccine will become available in the first half of 2021.As businesses and consumers regain confidence that they can engage in their normal activities without facing a threat of infection, the economy is expected to begin to grow more rapidly. Further considerations include: Page 1345 of 1954 CUSHMAN&WAKEFIELD 141 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH • Despite concerns about a resurgence in coronavirus cases and slower hiring,Consumer Confidence increased to 81.2 in October, up from 80.4 in September 2020. This is the highest level since the pandemic started in March but is still well below levels seen at the start of the year. Optimism about the economy improving next year was the driving force behind the uptick. • U.S. retail sales jumped by 1.7% in September 2020, significantly higher than the 1.2% projected increase. This marks the fifth consecutive monthly expansion,driven largely by a 3.6%jump in auto sales,which account for about one-fifth of total retail sales. Sales rose in every major category except for electronic and appliance stores. Notably, clothing and department store sales jumped 11% and 10%, respectively, as cooler weather and the new school year approached. • The third quarter of 2020 produced the second consecutive quarter of notable market gains, with the Nasdaq leading the pack with an 11% quarterly increase. The S&P and the Dow gained 8.5% and 7.6%, respectively. Year to date,the Nasdaq is well ahead of its year-end 2019 closing value,while the S&P 500 is up over 4.0%. • For the third quarter 2020,U.S.commercial real estate activity sank sharply,dropping 57%on a year-over-year comparison, according to Real Capital Analytics. With that said, there are positive signs that the market may have bottomed out in second quarter as volume was 37% higher in third quarter than it was last quarter. Price growth in the third quarte I was minimal,with the RCA CPPI National All-Property Index up only 1.4%year over year. Growth was primari y driven by the industrial and apartment sectors as weaker trends for the office and retail sectors were a drag on the index. While the economy is fairing much better than it was during second quarter, the coronavirus continues to have severe impacts. Keeping in mind that a majority of the information in this report contains the latest concrete data available, events and data may still be subject to change, or need adjustment, as some market volatility lingers. Further thoughts on recent events are as follows: • The COVID-19 pandemic resulted in significant disruptions to non-essential businesses. This resulted in a sharp unemployment spike, and despite that fact that businesses are improving,the impacts of such a severe and short recession will continue to have negative impacts for the foreseeable future. • The commercial real estate sector is not the stock market. It is slower moving, and leasing fundamentals do not swing wildly from day to day.While the economy continues to reopen, it is still struggling to gain its footing, and this will have feed-through impacts on real property. • The outbreak has also prompted a flight to quality, driving investors into bond markets, where lower rates are creating more attractive debt/refinance options. • Right now,most economists are expecting conditions to improve as the economy continues to reopen;however, concerns about the severity of the second wave linger as we enter the fall and approach the winter. Economic Conditions & Current Trends The second quarter of 2020 was the trough of the recession, and the economy considerably rebounded in the third quarter. While growth declined by 5% in the first quarter, the full of effect of the recession commenced in Q2, showing a contraction of 31J4%. This historical decline reflected the response to COVID-19, including "stay-at- home" orders issued in March and April. These restrictions were lifted in some areas of the country in May and June while, at the same time, government pandemic assistance payments were distributed to households and businesses. This led to rapiid shifts in activity as businesses and schools functioned remotely and consumers stopped, restricted or redirected their spending. As we move into the winter, restrictions in many markets still abound, but severity and enforcement largely depend on geographic location as people adjust to a"new normal." Page 1346 of 1954 CUSHMAN&WAKEFIELD 142 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH In September the unemployment rate dropped by half a percentage point to 7.9%, and the number of unemployed persons fell by 1.0 million to 12.6 million. Most other economic indicators have improved over the last few months. With that said, election results could have a large impact on consumer confidence and private consumption, and on-going trade tensions between the U.S. and China continue to be problematic and are a key downside risk. Economies around the world are recovering from similar shutdowns. For the year, the World Bank anticipates a global GDP contraction of 5.6%, the deepest in decades. Only a few countries, such as China, Myanmar and Vietnam will experience any growth,with forecasted year-end GDPs of 1.9%, 2.0% and 1.6%, respectively. CRE participants are still tryil�g to understand market impacts, and accurately assessing risk remains difficult. Proceeding through these uncertain times, the reader is asked to consider some key events that affect the uncertainty: • In March 2020, the Coronavirus Aid Relief and Economic Security, or CARES Act, was passed by Congress and signed by President Trump. The bill was intended to provide emergency assistance and health care for individuals, families and businesses affected by the COVID-19 pandemic. Totaling $2 trillion, the bill was unprecedented in size anci scope,dwarfing the$831 billion stimulus act passed in 2009,and amounting to 10% of total 2019 US GDP. • Between Memorial Day and Labor Day, coronavirus cases in the U.S. quadrupled to over 6.2 million, while deaths jumped from just i.nder 100,000 to over 186,000. While these statistics were troubling, health experts are warning that the fall and winter months could be worse.A John Hopkins study is predicting that there could be as many as 410,000 coronavirus deaths by the end of 2020, or almost double the current figure. • Negotiations on a seconc1 stimulus bill appear to be stuck in a stalemate and have been in talks for months. The proposed$1.8 trillion bill is expected to include another stimulus payment,unemployment benefits,funding for coronavirus testing andl tracing as well as state and local funding, but details are still being debated. While initial thoughts pointed to a quick V-shaped recovery in the second half of the year, most economists are now forecasting a longer U-shaped recovery,with a full recovery not expected until the end of 2021 or 2022. The following graph displays historical and projected U.S. real GDP percentage change (annualized on a quarterly basis)from first quarter 2014 through fourth quarter 2021: Historical and Projected U.S. Real GDP 20.00 Forecast 10.00 U 11111mill ——I® o II a• tat f ® l s ■ • illos 0.00 U . -10.00 N ce -20.00 -30.00 -40.00 2014 Q3 205 Q3 2016 Q3 2017 Q3 2018 03 2019 Q3 2020 Q3 2021 Q3 Source:Historical Data Courtesy of the Bureau of Economic Analysis,Forecast Data Courtesy of Moodys Analytics Page 1347 of 1954 CUSHMAN&WAKEFIELD 143 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH Further points regarding currerlit economic conditions are as follows: • Through second quarter 2020,GDP dropped 31.4%in response to the global pandemic as the economy slowed during the government enforced shutdown. Moody's baseline forecasted a 14.6% increase in GDP for third quarter 2020,followed by an increase of 8.3%in the fourth quarter.By fourth quarter 2020,Moody's is expecting the economy to level off,and heading into 2021 GDP is expected to continue increasing as the nation recovers from the fiscal strain brought on by the pandemic. • Commercial and multifamily mortgage loan originations decreased 48% in second quarter 2020 (latest data available) when compared to the second quarter of 2019, according to the Mortgage Bankers Association's Quarterly Survey of Commercial/Multifamily Mortgage Banker. Loan originations in the second quarter of 2020 were 31% lower than first quarter 2020.The coronavirus has disrupted what was expected to be a strong year of borrowing and lending. • Commercial mortgage-backed securities (CMBS) have been spurred by measured investment sales activity and stable credit spreads.pommercial Mortgage Alert data indicates that U.S.CMBS issuance through October 2020 is 33.1% lower when compared to CMBS issuance during the same period in 2019.As of October 2020, Commercial Mortgage Alert data indicates that U.S. CMBS issuance sits at$49 billion but is expected to slow significantly as the year progresses. U.S. Real Estate Market Implications The commercial real estate market's sales volume totaled approximately $250.6 billion through the end of third quarter 2020 and pricing for commercial real estate sat at $164 per square foot. During third quarter 2020, deal activity fell by 57% in a yearrover-year comparison and pricing for commercial real estate increased by 1.4%, according to Real Capital Analytics.Third quarter 2020 displayed signs of improvement as deal activity volume rose 37%from second quarter 2020.Transaction volume totaled$68.4 billion at the end of third quarter 2020.The hotel sector saw the largest decrease in transaction volume,falling by 82%. Retail transaction activity was down 58% in third quarter 2020 from third quarter 2019. The apartment sector saw year-over-year transaction volume fall by 51%,while the office sector dropped by 60%over the same time period. The industrial sector sales volume fall by 63%in a year-over-year comparison and totaled roughly$15.4 billion in transaction volume at the end of September 2020. The following graph compares national transaction volume by property type from 2009 through September 2020: Naflonal Transaction Volume by Property Type 9600.0 •Apartment •Hotel •Industrial Office •Retail sou � all.! M ■ ■ 5 5449.0 ■ $300 0 ■ g 1 .o 1. $1000 11 >. - . - - 2009 2910 2011 2012 2013 2014 2015 2016 2017 2019 2019 2020 Source:Real Capital AAaI'1I s Page 1348 of 1954 CUSHMAN&WAKEFIELD 144 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH According to PricewaterhouseCoopers(PwC)Real Estate Investor Survey average cap rates for all property types increased in 18 survey markets, decreased in five, and held steady in 11 through third quarter 2020, in a quarterly comparison. For the year,75%of the market averages are higher today than they were a year ago with 17 markets posting double-digit increases Given current market conditions, each sector of the commercial real estate market is feeling the effects of the pandemic and it is too early to quantify the long-term effects. The following chart displays overall cap rate analysis of seven distinct property classes during third quarter 2020: Overall Cap Rate Analysis Thies Qua err ZQ ! _..__ ... .... . Asset Class I Q32020 1Q:2020 [.Basis Point Change CBD Office 5.59% 5.55% 4 Suburban Office 6.05% 6.00% 5 Net Lease 6.22% 6.22% 0 National Warehouse 4.84% 4.84% 0 National Apartment 5.22% 5.19% 3 National Regional Mall 6.93% 6.95% -2 National Full-Service Lodging 7.30% - - Source:PwC Real Estate Investor Survey and Cushman&Wakefield Valuation&Advisory Notable points for the U.S. real estate market include: • Annual price growth in the six major metro areas declined 1.5% in the second quarter of 2020 according to RCA,while annual price growth in the non-major metros rose by 2.4% in a year-over-year comparison. • Approximately 75% of participants in the PwC Real Estate Investor Survey believe that current market conditions favor buyers in the national net lease market due to the increased competition in the market by investors.With that said, the market is becoming increasingly bifurcated by location and category so investors remain unsure how buying opportunities will fare compared to 2019. • The national regional mall market recorded the largest yearly cap rate shift, climbing 75 basis points. At 7.9%, the Chicago office market'improved by eight basis points from the previous quarter and is still the highest,while Manhattan office market, at 5.2%, remains as the lowest cap rate and is unchanged from the second quarter 2020.Over the next six months,most surveyed investors foresee overall cap rates holding steady in 16 markets but expect cap rates to increase in 15 markets. Conclusion The U.S. economy entered 2020 in solid shape, and then entered a short but deep recession. The country witnessed its worst drop in GDP on record, and the lasting effects the coronavirus will have are still too early to be estimated. While,the econorrry is expanding again,growth is expected to moderate, as many brace for a"second wave." Economic activity may not truly recover to pre-coronavirus levels until well into 2021, or possibly as late as 2022. Much of the continued economic recovery will depend on the path the virus takes over the winter, how businesses react to limitations imposed by virus prevention, and ultimately a vaccine. Below are notes regarding the outlook for the U.S. national real estate market in 2020 and beyond: • Investment activity has slowed across the globe. Many investors have "pushed the pause button"waiting for more clarity on economic conditions before determining their strategy. Investors are still flush with cash and will look for opportunity as the environment evolves and we head into the next cycle. Page 1349 of 1954 CUSHMAN&WAKEFIELD 145 PROPOSED COLLINS PARK DEVELOPMrT INCOME CAPITALIZATION APPROACH • Monetary policy has beert aggressively loosened across the board as global central banks lowered interest rates and announced plants to purchase securities and take other actions to increase liquidity. • The U.S.economy is expected to continue to recover with the Conference Board forecasting a 3%GDP decline for all of 2020,and a recovery path of about 3.5% GDP for 2021. In addition to the above, factors listed in the following table have been considered in the valuation of the subject property and have an impact on the selection of all investor rates. The factors listed in the following table have been considered in our valuation of this property and will have an impact on our selection of all investor rates. INVESTMENT CONSIDERATIONS NOI Growth: The subject's NOI is expected to grow 2.44 percent per annum from the first stabilized year of the analysis through the holding period. This rate of growth is considered acceptable. Real Estate Market Trends: Real estate market trends have a significant bearing on the value of real property. The real estate market in which the subject property is located is currently uncertain. Property Rating: After considering all of the physical characteristics of the subject, we have concluded that this property has an overall rating that is good, when measured against other properties in this marketplace. Location Rating: After considering all of the locational aspects of the subject, including regional and local accessibility as well as overall visibility,we have concluded that the location of this property is good. Overall Investment Appeal: There are many factors that are considered prior to investing in this type of property. After considering all of these factors, we conclude that this property has good overall investment appeal. Investor Survey Trends Historic trends in real estate investment help us understand the current and future direction of the market. Investors' return requirements are a benchmark by which real estate assets are bought and sold.The following graph shows the historic trends for the subject's asset class spanning a period of four years as reported in the PwC Real Estate Investor Survey published by PricewaterhouseCoopers. Page 1350 of 1954 CUSHMAN&WAKEFIELD 146 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH INVESTOR SURVEY HISTORICAL RESULTS Survey: PWC End Quarter: Property Type: NATIONAL APARTMENT 3Q 20 _ 4018 ,1Q 17 20 17 3017 4Q 17 1Q 18. 2Q10 '354,111.-.4010',.'1.049 2Q 19 3019 40 19 1Q 20 2Q 20 3Q 20 OAR(average) 5.26% 5.33% 5.40% 5.35% 5.32% 5.33% 5.26% 5.23% 5.16% 5.03% 5.14% 5.10% 5.15% 5.14% 5.19% 5.22% Terminal OAR(average) 5.71% 5.75% 5.82% 5.79% 5.74% 5.66% 5.61% 5.57% 5.53% 5.39% 5.47% 5,50% 5.49% 5.51% 5.64% 5.61% IRR(average) 7.30% 7.24% 7.28% 7.28% 7.26% 7.23% 7.20% 7.20% 7.15% 7.11% 7.11% 7.09% 7.10% 7.04% 6.89% 6.83% INVESTOR SURVEY HISTORICAL RESULTS -OAR(average) -Terminal OAR(average) -IRR(average) 7.50% 7.25% 7.00% 6.75% • s Vt ke ] ti TSF , ';4 --.;,,4,34-a;,-0 H 6.00% ... 5.75% • 5.50% 5.25% 5.00% 4.75% 4.50% 4Q16 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3018 4Q18 1Q19 2Q19 3019 4Q19 1Q20 2Q20 3020 ANALYSIS PERIOD Source:PwC Real Estate Investor Survey Capitalization Rate Analysis On the following pages we discuss the process of how we determine an appropriate overall capitalization rate to apply to the subject's forecast net income. Page 1351 of 1954 CUSHMAN&WAKEFIELD 147 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH Capitalization Rate from Comparable Sales CAPITALIZATION RATE SUMMARY _ Capitalization No. Name and Location Sale Date Rate 1 AMLI at Flagler Village 9/2020 4.35% 440 NE 4th Avenue Fort Lauderdale, FL 2 The District 2/2020 4.44% 8240 West 21st Lane Hialeah, FL 3 ORA Flagler Village 9/2019 4.50% 673 NE 3rd Avenue Fort Lauderdale,FL 4 The Place at Dania Beach 10/2018 4.75% 180 East Dania Be ch Boulevard Dania, FL 5 The Modern Miami 11/2018 4.17% 1444 NW 14th Avenue Miami,FL 6 The Queue 2/2018 4.60% 817 SE 2nd Avenue 7 Aviva Coral Gables 6/2017 3.50% 3880 Bird Road 8 Soleste Club Prado 5/2017 4.60% 950 SW 57th Avenue STATISTICS. Sample Size 8 8 Low 5/2017 3.50% High 9/2020 4.75% Median 10/2018 4.47% Average 11/2018 4.36% Compiled by Cushman&Wal efield Regional, Inc. Capitalization Rate from Investor Surveys We considered data extracted from the Investor Survey for institutional grade assets. Earlier in the report, we presented historical capitalization rates for the prior four-year period.The most recent information from this survey is listed in the following table CAPITALIZATION RATES Survey Date Range Average PwC Institutional Third Quarter 2020 3.50% - 8.00% 5.22% PwC Institutional-Refers to National Apartment market regardless of class or occupancy Apartment Component Market Participant Discussions In speaking with Evan P. Kritol Senior Vice President Investments, Senior Director, National Multi Housing Group with Marcus & Millichap and he indicated that current apartment investment rates are as follows: Class A assets CUSHMAN&WAKEFIELD 148 Page 1352 of 1954 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH are trading around the 5.00 percent capitalization rate range,with Class B are in the 6.00 percent range and C are in the 7.00 percent+1-range. We also spoke with Hampton Beebe,Vice President,Apartment Realty Advisors(ARA)who indicated that Class A multi-family going in capitalization rates for properties that were constructed after 2000 are in the low to mid 4.00 percent range. He also indicated that Class A- and B+ multi-family properties that were constructed in the 1990's would trade at a range of 4.75 percent to 5.00 percent. For Class B properties built in the 1980's, he indicated that they would most likely trade in the 5.00 to 5.50 percent going in capitalization rate range. In addition, we spoke to Calum Weaver of C&W Apartment brokerage team who indicated Class A rates are from 4.10 to 4.50 percent, Class B rates are from 4.50 to 5.00 percent and Class C rates are 5.00 to 5.50 percent. Capitalization Rate Conclusion We have considered all aspects of the subject property that would influence the overall rate, as well as our discussions with brokers,the national survey which indicated an average capitalization rate of 5.22 percent and the sales,which indicated a range of 3.50 to 4.75 percent.Considering the subject's quality, as well as its good location in Miami Beach. We have also considered the risk in leasing up the apartment units, as well as the risk in leasing up the retail component of the subject, as well as the ground leased nature. We have also factored in our conversations with brokers active in the market. Considering the subject's proposed new quality,as well as its location in South Beach and its leasehold nature,we have reconciled at a capitalization rate above the range of the comparables This considers the subject's location within a desirable residential area in Miami-Dade County and current demand for apartment complexes in South Beach. We have also factored in our conversations with brokers active in the market and have reconciled at the lower end of the Class B range as indicated by the brokers, based on the subject's location in a prime investment market. We have reconciled below the based on investment going in rate based on the demand for residential assets in the local market. Based on conversations with market participants, investment rates for apartment complexes have not changed over since the beginning of the Covid-19 pandemic. Direct Capitalization Method Conclusion In the Direct Capitalization Method, we developed an opinion of market value by dividing year two net operating income by our selected overall capitalization rate. Our conclusion using the Direct Capitalization Method is as follows: CUSHMAN&WAKEFIELD 149 Page 1353 of 1954 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH DIRECT CAPITALIZATION METHOD Prove Market Value Upon Stabilization NET OPERATING INCOME $1,475,042 $18,210 Sensitivity Analysis(0.25%OAR Spread) Value $/Per Unit Based on Low-Range'of 4.75% $31,053,516 $383,377 Based on Most Probable Range of 5.00% $29,500,840 $364,208 Based on High-Range of 5.25% $28,096,038 $346,865 Preliminary Value I $29,500,840 $364,208 LESS LandContribution Value ($6,900,000) ($85,185) Adjusted Value I $22,600,840 $279,023 Rounded to nearest $100,000 $22,600,000 $279,012 • APPLICATION TO SUBJECT Prospective Value Upon Completion Prospective Market Value Upon Stabilization $29,500,840 $364,208 LESS Cash Flow Differential ($2,500,000) ($30,864) LESS Land Contribution Value ($6,900,000) ($85,185) Indicated Value $20,100,840 $248,159 Rounded to nearest! $100,000 $20,100,000 $248,148 Compiled by Cushman&Wakefield Regional, Inc. Adjustments to Preliminary Value We used the Direct Capitalization to determine the Prospective Market Value Upon Stabilization of the subject property. From that value,we made certain adjustments,which are described as follows: Cash Flow Differential Calculation The preceding analysis for the subject property considered the property upon stabilization.To develop an indication of the as is value of the subject, we deducted the difference in value indicated by the two discounted cash flow valuations developed in the Income Capitalization Approach for the subject.The cash flow differential is calculated as follows: CASH FLOW DIFFERENTIAL " . `_ Value DCF Results"As Stabilized" $22,700,000 DCF Results"Upon Completion" $20,200,000 Equals: Cash Flow Differential $2,500,000 By deducting this cash flow differential,we are encapsulating all of the lease-up costs which occur during the initial few years of the investment holding period, such as tenant improvement allowances, free rent, and leasing commissions, as well as the rent loss due to the vacancy during lease-up. In addition, entrepreneurial profit for the lease-up is reflected within that differential amount, given the spread in the internal rates of return between the "stabilized"and"as is"cash flow scenarios. However, it should be noted that we have considered that the projected value via the Income Capitalization Approach does not account for real estate taxes per the development agreement. A typical apartment complex would contain a real estate tax line item or a ground lease line item. Per the development agreement all of the net income from the proposed development would go directly to the lessee(less debt service for the first 30 years). As the land is essentially being contributed to the development, we have deducted the land contribution (of $6,900,000) to reflect the leasehold value of the improvements upon Page 1354 of 1954 CUSHMAN&WAKEFIELD 150 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH completion and upon stabilization, as including a market ground lease expense line item would affect the net operating income projection that the client has requested that we include in our analysis. Yield Capitalization Method In the Yield Capitalization Method,we employed ARGUS-Version 15 software to model the income characteristics of the property and to make a Variety of cash flow assumptions. We attempted to reflect the most likely investment assumptions of typical buyers and sellers in this market segment. General Cash Flow Assumptions The start date of the Yield Capitalization analysis is June 1,2023.We performed this analysis on a fiscal year basis. The analysis incorporates a forecast period of 11 years, and a holding period of 10 years. We attempted to reflect the most likely investment assumptions of typical buyers and sellers in this market segment. In today's market due to the changing market conditions(decreasing of concessions and a projected rent increase base on the projected population increase), more buyers/investors rely on the discounted cash flow analysis. Note Insurance Companies use both a DCF and Discounted Cash Flow analysis, Pension firms (both foreign and domestic)prefer a DCF, Private Investment firms use both a DCF and direct cap,while Advisors for pension funds and real estate use both as well. The following table outlines the assumptions used in the Yield Capitalization analysis for our Upon Completion Value. DISCOUNTED CASH FLOW MODEUNG ASSUMPTIONS VALUATION SCENARIO: I Prospective Market Value Upon Completion GENERAL CASH FLOW ASSUMPTIONS GROWTH RATES Cash Flow Software: ARGUS-Version 15 Market Rent: 3.00% • Cash Flow Start Date: June 1,2023 Consumer Price Index(CPI): 3.00% Calendar or Fiscal Analysis: Fiscal Expenses: 3.00% Investment Holding Period: 10 Years Real Estate Taxes: 3.00% Analysis Projection Period: 11 Years RATES OF RETURN VACANCY&COLLECTION LOSS Internal Rate of Return:(Cash Flow) 7.50% Year 1 and 2 Global Vacancy. 30.00%,5.00%&5.00% Internal Rate of Return:(Reversion) 7.50% Year 1 and 2 Global Collection Loss: 2.00%2.00%2.00% Year 1 and 2 Total Vacancy&Collection Loss: 32.00%,7.00%,7.00% Terminal Capitalization Rate: 5.50% Reversionary Sales Cost: 1.00% CAPITAL EXPENDITURES Basis Point Spread(OARout vs.OARin) 50 pts Replacement Reserves(Per Unit): $300 VALUATION Prospective Market Value Upon Completion $27,082,000 Adjustments to Value-Less Land Contribution_--. ($6,900,000) Adjusted Value $20,182,000 Rounded to nearest$100,000 $20,200,000 Value$/Per Unit $249,383 Compiled by Cushman&Wakefield Regional,Inc. We have assumed a growth rate of three percent for the holding period. The following information was extracted from the PwC Investor Survey and was used to help determine our growth rate assumptions. OTHER INVESTO,R SURVEY INFORMATION Survey Data Range Average PwC Institutional Third Rent Change Rate -5.00% - 3.50% 0.58% Quarter 2020 Expense Change Rate 0.00% - 8.00% 2.68% PwC Institutional-Refers to National Apartment market regardless of class or occupancy Page 1355 of 1954 CUSHMAN&WAKEFIELD 151 PROPOSED COLLINS PARK DEVELOPMEVT INCOME CAPITALIZATION APPROACH Financial Assumptions The financial assumptions used in the Yield Capitalization process are discussed in the following commentary. Terminal Capitalization Rate Selection A terminal capitalization rate was used to develop an opinion of the market value of the property at the end of the assumed investment holding period.The rate is applied to the net operating income following year 10 before making deductions for leasing commissions,tenant improvement allowances and reserves for replacement.We developed an opinion of an appropriate terminal capitalization rate based on rates in current investor surveys. TERMINAL CAPITALIZATION RATES(OARO„J Survey Date Range Average PwC Institutional 1 Third Quarter 2020 4.00% - 8.00% 5.61% PwC Institutional-Refers to National Apartment market regardless of class or occupancy Investors will typically use a slightly more conservative overall rate when exiting an investment versus the rate that would be used going into the investment.This accounts both for the aging associated with the improvements over the course of the holding period, and for any unforeseen risks that might arise over that time period. As a result,we applied a terminal rate of 5.50 percent in our analysis.This rate is 50 basis points above the overall rate going into the investment,which is considered reasonable. Reversionary Sales Costs We estimated the cost of sale at the time of reversion to be 1.00 percent, which is in keeping with local market practice. Discount Rate Selection We developed an opinion of future cash flows, including property value at reversion, and discounted that income stream at an internal rate of return (IRR) currently required by investors for similar-quality real property. The IRR (also known as yield)is the single rate that discounts all future equity benefits (cash flows and equity reversion)to an opinion of net present valu . The PwC Investor survey indicates the following internal rates of return for competitive properties: DISCOUNT RATES(IRR), . Survey Date Range Average PwPwC Institutional Third Quarter 2020 5.00% - 10.00% 6.83% PwC Institutional-Refers to National Apartment market regardless of class or occupancy The above table summarizes the investment parameters of some of the most prominent investors currently acquiring similar investment properties in the United States.We realize that this type of survey reflects target rather than transactional rates.Transactional rates are usually difficult to obtain in the verification process and are actually only target rates of the buyer at the time of sale. The property's performance will ultimately determine the actual yield at the time of sale after a specific holding period. When Insurance Companies use the DCF for underwriting apartment complexes the discount rate ranges between 5.70 and 7.50 percent; Pension firms (both foreign and domestic) when using a DCF underwrite a discount rate between 5.75 and 9.50 percent, Private Investment when utilizing a DCF underwrite with a discount rate of 6.25 to 10.00 percent and Advisors for pension funds and real estate underwrite utilize a discount rate of 8.25 to 11.00 percent. Considering the proposed quality of the subject property and the vacancy in the market it would be above the average of the PWC survey above and at the middle of the ranges previously discussed. Page 1356 of 1954 CUSHMAN&WAKEFIELD 152 PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH We previously discussed all factors that would influence our selection of a discount rate for the subject property. Given all of these factors, we discounted our cash flow and reversionary value projections at an internal rate of return of 7.50 percent on an as is basis and 7.00 on a stabilized basis.Our selection of a discount rate reflects the lease up risk at the subject prgperty, particularly the commercial component lease up risk and we have reconciled above the average of the PWC survey based on the risk of this component of the income stream. We have also factored in the large amount of new construction in the market. The ARGUS-Version 15 cash)flow is presented on the following page.The cash flow commencement date is June 1, 2023. Yield Capitalization Method Conclusion—Upon Completion Our growth rate assumptions are presented in the following table, followed by the cash flow projection and the valuation matrix at the end of this section. The value of the subject property "Upon Completion" equates to $27,100,000. Page 1357 of 1954 CUSHMAN&WAKEFIELD t53 Schedule Of Prospective Cash Flow In Inflated Dollars for the Fiscal Year Beginning 6/1/2023 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 For the Years Ending May,2024 May:2025 __ May-2026 May-2027 . May-2028 _ M!2029 May-2030 Kay-2031 May-2032 _ May-2033 May-2034 Potential Gross Revenue Potential Rental Revenue $1,933,936 $1,991,954 _ $2,051,713 $2,113,264 $2,176,662 $2,241,962 $2,309,221 $2,378,497 $2,449,852 $2,523,348 $2,599,048 Scheduled Base Rental Revenue 1,933,936 1,991,954 2,051,713 2,113,264 2,176,662 2,241,962 2,309,221 2,378,497 2,449,852 2,523,348 2,599,048 Retail Income 218,400 224,952 231,701 238,652 245,811 253,185 260,781 268,604 276,663 284,962 Miscellaneous Income ___ 40,000 _ 81,000 83,430 85,933 88,511 91,166 93,901 96,718 99,620 __.__102,608 105,687 Total Potential Gross Revenue 1,973,936 2,291,354 2,360,095 2,430,898 2,503,825 2,578,939 2,656,307 2,735,996 2,818,076 2,902,619 2,989,697 General Vacancy (580,181) (99,598) (102,586) (105,663) (108,833) (112,098) (115,461) (118,925) (122,493) (126,167) (129,952) Collection Loss . (38,679) (39,839) _(41,034) (42,265) _ (43,533) (44,839) 146,184) (47,570) (48,997) __ .(50,467) _____11,981.) Effective Gross Revenue i 1,355,076 2,151,917 _..._._2,216,475 2,282,970 2,351,459 2,422,002 2,494,662 2,569,501 .__ 2,646,586 2,725,985 2,807,764 Operating Expenses Property Insurance 70,000 72,100 74,263 76,491 78,786 81,149 83,584 86,091 88,674 91,334 94,074 Utilities 100,000 103,000 106,090 109,273 112,551 115,927 119,405 122,987 126,677 130,477 134,392 Repairs and Maintenance 50,000 103,000 106,090 109,273 112,551 115,927 119,405 122,987 126,677 130,477 134,392 Management Fees 67,754 107,596 110,824 114,149 117,573 121,100 124,733 128,475 132,329 136,299 140,388 Payroll 125,000 128,750 132,612 136,591 140,689 144,909 149,257 153,734 158,346 163,097 167,990 Advertizing and Promotion 75,000 40,000 41,200 42,436 43,709 45,020 46,371 47,762 49,195 50,671 52,191 Administrative Fees 40;000 41,200 42;436 43709 45;020 46,37-1 47,762 49,195 50,67_1 52,191 53,757 Unit Turnover 15,000 15,450 15,914 16,391 16,883 17,389 17,911 18,448 19,002 19,572 Replacement Reserve 24,300 25,029 25,780 26,553 27,350 28,170 29,015 29,886 30,783 31,706 32,657 Other Expenses _ 40,000 41,200 42,436 43,709 45,020 46,371 47,762 49,195 50,671 _ 52,191 53,757 Total Operating Expenses 592,054 _ 676,875 697181 718,098 739,640 761,827 784,683 808,223 _.. 832,471 857,445 __ 883,170 Net Operating Income __763,022 1,475,042 1,519,294 1,564,872 1,611,819 1,660,175 _ 1,709,979 1,761,278 1,814,115 __.1,868,540 1,924,594 Leasing&Capital Costs T.I:s and Leasing Commissions 204,000 Total Leasing&Capital Costs 204,000 Cash Flow Before Debt Service $763,022 $1,271,042 $1,519,294 $1,564,872 $1,611,819 $1,660,175 $1,709,979 $1,761,278 $1,814,115 $1,868,540 $1,924,594 &INCOME TAX • Page 1358 of 1954 .•.•.u,+•AAR6US" Prospective Present Value Cash Flow Before Debt Service plus Property Resale Discounted Annually(Endpoint on Cash Flow 8,Resale)over a 10-Year Period For the P.V.of P.V.of P.V.of P.V.of P.V.of Analysis Year Annual Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Period Ending Cash Flow as 7.00% @ 7.25%o tea 7.50% @ 7.75%0 _ ,..as 8_00% Year 1 May-2024 $763,022 $713,105 $711,442 $709,788 $708,141 $706,502 Year 2 May-2025 1,271,042 1,110,177 1,105,008 1,099,874 1,094,776 1,089,714 Year 3 May-2026 1,519,294 1,240,196 1,231,544 1,222,972 1,214,479 1,206,064 Year 4 May-2027 1,564,872 1,193,834 1,182,741 1,171,777 1,160,940 1,150,228 Year 5 May-2028 1,611,819 1,149,204 1,135,873 1,122,726 1.109,762 1,096,977 Year 6 May-2029 1,660,175 1,106,245 1,090,863 1,075,730 1,060,841 1,046,191 Year 7 May-2030 1,709,979 1,064,889 1,047,634 1,030,698 1,014,074 997,757 Year 8 May-2031 1,761,278 1,025,080 1,006,119 987,552 969,370 951,564 Year 9 May-2032 1,814,115 986,758 966,249 946,213 926,637 907,509 Year 10 May-2033 1,868,540 949,871 _._927,961 906,604 885,787 865,495 Total-Gash-Flow 15,5440 36 10,539,359 10.405,434 10,273,934 10,144,807 10,018,001 Property Resale @ 5.50%Cap 34,642,692 _- 17,610,588 17,204,364 _ 16,808,424 16,422,484 16,046,269 Total Property Present Value $28,149,947 $27,609,798 $27,082,358 $26,567,291 $26,064,270 Rounded to Thousands $28,150,000 $27,610,000 $27,082,000 $26,567,000 $26,064,000 Per Unit 347,530 340,862 334,350 327,991 321,781 Percentage Value Distribution Prospective Income 37.44% 37.69% 37.94% 38.19% 38.44% Prospective Property Resale 62.56% 62.31% 62.06% 61.81% 61.56% 100.00% 100.00% 100.00% 100.00% 100.00% Page 1359 of 1954 ,.....,..�AR,.... PROPOSED COLLINS PARK DEVELOPMENT INCOME CAPITALIZATION APPROACH Additional Valuation Scenarios &Assumptions As the property is not currently operating at stabilized occupancy, we also prepared the prospective values discussed in the following: Yield Capitalization Method Conclusion—Prospective Value Upon Stabilization The following table summarizes the parameters used to determine the prospective value of the subject property upon stabilization.The value conclusion is also presented in the following table: DISCOUNTED CASH FLOW MODELING ASSUMPTIONS VALUATION SCENARIO: I Prospecbhre Narks!Wu*Upon SOtbilizatIon ADDITIONAL ASSUMPTIONS VALUATION Holding Period: 10 Years Prospective Market Value Upon Stabilization $29,631,000 Projection Period: 11 Years Adjustments to Value-Less Land Contribution ($6,900,000) Start Date: 06/01/2024 Adjusted Value $22,731,000 Internal Rate of Return:(Cash Flow) 7.00% Rounded to nearest$100,000 $22,700,000 Internal Rate of Return:(Reversion) 7.00% Value$/Per Unit $260,247 Terminal Capitalization Rate: 5.50% Reversionary Sales Cost: 1.00% Compiled by Cushman 8 Wakefield Regional Inc. The cash flow and value matrix correlating to this valuation is presented in the following table: CUSHMAN&WAKEFIELD 156 Page 1360 of 1954 Schedule Of Prospective Cash Flow In Inflated Dollars as of 6/1/2024 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 For the Years Ending May-2025 May-2026 May-2027 _ May-2028 May-2029 _ May-2030 May-2031 May-2032 ___May-2033 May-2034 May-2035 Potential Gross Revenue Potential Rental Revenue _ $1,991,954 $2,051,713 $2,113,264 _ $2,176,662 $2,241,962 $2,309,221 _ $2,378,497 $2,449,852 $2,523,348 $2,599,048 $2,677,019 Scheduled Base Rental Revenue 1,991,954 2,051,713 2,113,264 2,176,662 2,241,962 2,309,221 2,378,497 2,449,852 2,523,348 2,599,048 2,677,019 Retail Income 218,400 224,952 231,701 238,652 245,811 253,185 260,781 268,604 276,663 284,962 293,511 Miscellaneous Income __ 81,000 83,430 85,933 88,511 91,166 93,901 96,718 99,620 ...-_ 102,608 105,687 108,857 Total Potential Gross Revenue 2,291,354 2,360,095 2,430,898 2,503,825 2,578,939 2,656,307 2,735,996 2,818,076 2,902,619 2,989,697 3,079,387 General Vacancy (99,598) (102,586) (105,663) (108,833) (112,098) (115,461) (118,925) (122,493) (126,167) (129,952) (133,851) Collection Loss (39,839) (41,034) (42,26) _- (43,533) (44,839) _(46,184 147,570) 148,997) -. _- i50,467) (51.981) (53,5401 Effective Gross Revenue 2,151,917 2,216,475 2,282,970 2,351,459 2,422,002 2,494,662 2,569,501 2,646,586 _.-_.2,725,985 2,807,764 2,891,996 Operating Expenses Property Insurance 72,100 74,263 76,491 78,786 81,149 83,584 86,091 88,674 91,334 94,074 96,896 Utilities 103,000 106,090 109,273 112,551 115,927 119,405 122,987 126,677 130,477 134,392 138,423 Repairs and Maintenance 103,000 106,090 109,273 112,551 115,927 119,405 122,987 126,677 130,477 134,392 138,423 Management Fees 107,596 110,824 114,149 117,573 121,100 124,733 128,475 132,329 136,299 140,388 144,600 Payroll 128,750 132,612 136,591 140,689 144,909 149,257 153,734 158,346 163,097 167,990 173,029 Advertizing and Promotion 40,000 41,200 42,436 43,709 45,020 46,371 47,762 49,195 50,671 52,191 53,757 -Administrative-Fees 4-1,200 42,436 43,709 45,020 46,3.7_1 47,7_62 49,195 50,671 52,191 53,757 55,369 Unit Turnover 15,000 15,450 15,914 16,391 16,883 17,389 17,911 18,448 19,002 19,572 20,159 Replacement Reserve 25,029 25,780 26,553 27,350 28,170 29,015 29,886 30,783 31,706 32,657 33,637 Other Expenses 41,200 - 42,436 43,709 _ 45,020 _ 46,371 47,762 49,195 _ 50,671 52,191 53,757 55,369 Total Operating Expenses 676,875 ,_._-....697,181 718,098 739,640 761,827 784,683 808,223 832,471 857,445 883,170 909,662 Net Operating Income 1,475,042 1,519,294 1,564,872 1,611,819 1,660,175 1,709,979 __.__..1,761,278 1,814,115 1,868,540 1,924,594 1,982,334 Leasing&Capital Costs T.1.'s and Leasing Commissions 204,000 Total Leasing&Capital Costs 204,000 Cash Flow Before Debt Service $1,271,042 $1,519,294 $1,564,872 $1,611,819 $1,660,175 $1,709,979 $1,761,278 $1,814,115 $1,868,540 $1,924,594 $1,982,334 &INCOME TAX Page 1361 of 1954 AARGus Prospective Present Value Cash Flow Before Debt Service plus Property Resale Discounted Annually(Endpoint on Cash Flow&Resale)over a 10-Year Period Present Value as of 6/1/2024 For the P.V.of P.V.of P.V.of P.V.of P.V.of Analysis Year Annual Cash Flow Cash Flow Cash Flow Cash Flow Cash Flow Period Ending Cash Flow @ 7.00% 7.25% @ 7.50% @ 7.75% @ 8.00% Year 1 May-2025 $1,271,042 $1,187,890 $1,185,121 $1,182,365 $1,179,621 $1,176,891 Year 2 May-2026 1,519,294 1,327,010 1,320,831 1,314,695 1,308,601 1,302,550 Year 3 May-2027 1,564,872 1,277,402 1,268,490 1,259,660 1,250,913 1,242,246 Year 4 May-2028 1,611,819 1,229,649 1,218,224 1,206,931 1,195,769 1,184,735 Year 5 May-2029 1,660,175 1,183,682 1,169,950 1,156,409 1,143,056 1,129,887 Year 6 May-2030 1,709,979 1,139,431 1,123,588 1,108,001 1,092,665 1,077,577 Year 7 May-2031 1,761,278 1,096,835 1,079,063 1,061,619 1,044,496 1,027,689 Year 8 May-2032 1,814,115 1,055,831 1,036,302 1,017,178 998,451 980,110 Year 9 May-2033 1,868,540 1,016,362 995,237 974,600 954,436 934,735 Year 10 May-2034 __1.924,594 _ 9782366 955,798 _ 933,801 912,360 ___ 891,459_ Total Cash Flow 16,705,708 11,492,458 11,352,604 11,215,259 11,080,368 10,947,879 Property Resale @ 5.50%Cap 35,682,012 _ 18,138,926 17,720,514 17,312,696 16,915,177 ,.-.-16,527.676 Total Property Present Value $29,631,384 $29,073,118 $28,527,955 $27,995,545 $27,475,555 Rounded to Thousands $29,631,000 $29,073,000 $28,528,000 $27,996,000 $27,476,000 Per Unit 365,820 358,927 352,197 345,624 339,204 Page 1362 of 1954 .,.r.,..e. ARG US PROPOSED COLLINS PARK DEVELOPM NT RECONCILIATION AND FINAL VALUE OPINION Reconciliation within the Income Capitalization Approach Under current market conditions buyers are placing emphasis on the Discounted Cash Flow Method over the Direct Capitalization Method. Since 'we have projected the subject to be operated as typical apartment property with normal tenant characteristics, we have placed reliance on the Discounted Cash Flow Method.A typical apartment purchaser would not rely on the Direct Capitalization Method in purchasing an apartment complex.The following is a summary of our concluded Values in the Income Capitalization Approach: INCOME CAPITALIZATION APPROACH CONCLUSION ._ a • I��tic�tVdae' rtaspedhotihtimttlatu� }rospaQihivMaimtilaMna Methodology Pala Per Unit Upon Completion Per Unit Upon Stabilization Per Unit Yield Capitalization N/A N/A $20,200,000 0249.383 $22,700,000 $280,247 Direct Capitalization N/A N/A $20,100,000 $248,148 $22,600,000 $279,012 imam Approach Conclusion I WA WA $20,200,000 $249383 $,700.000 $280,247 Compiled by Cushman&Wakefield Regional,Inc. CUSHMAN&WAKEFIELD 159 Page 1363 of 1954 PROPOSED COLLINS PARK DEVELOPMENT RECONCILIATION AND FINAL VALUE OPINION Ground Lease Valuation — Leased Fee Value Methodology At the client's request, we have provided an as is leased fee value of the proposed ground lease at the subject property. As the ground lease is tied to the construction completion of the improvements, we have assumed that the improvements are complete as of the date of our as is value to determine this leased fee valuation. Based on the ground lease payments being subject to net income (less debt service)of the subject property, we have employed the Discounted Cash Flow Method in our analysis,as we believe an investor would consider this to be the most appropriate and realistic method to value a ground lease with income that changes over time.A brief summary of the terms of the ground lease is located below: Ground Lease Summary The following is a summary of the proposed ground lease at the subject property,which we have considered in our analysis between the City of Miami Beach and Servitas (the proposed lessee and developer). • The Ground Lease will be a fifty(50)year lease,with two (2)optional renewals of twenty(20)years each, on mutual agreement of the City and Ground Lessee,with the form of the Ground Lease to be negotiated and subject to mutual agreement. • Guaranteed ground lent paid to the City will be set at $100 per year, escalating at 3% per annum. Guaranteed ground rent payment will begin upon Financial Closing and execution of the Ground Lease. • As part of the Ground Lease the City will provide the Project with fifty-eight (58) parking spaces for the workforce housing potion of the Project or secure a waiver of the parking space requirements. • It should be noted that the City will be subject to all shortfalls throughout the ground lease term. City will receive nominal base rent and that, as additional rent, the City (and its not-for-profit designee, the Miami City Ballet, Inc.)will receive *100% of the annual net revenues generated by the Project, following payment of all operating expenses and debt service requirements. Ground Lease Valuation As the ground lease payments are essentially the net operating income of the proposed development upon completion over a 50 year period, less the debt service for the 30 year bond that is contemplated to be placed on the property, we have illustra`ed the projected net income and debt service line items over the following pages. It should be noted that we have utilized the debt service amounts provided by the developer in our analysis, which are located in the addenda of this report. It should also be noted that over the first several years,there is no positive revenue attributable to the ground lease as the expenses and debt service are greater than the projected rental revenue. CUSHMAN&WAKEFIELD 160 Page 1364 of 1954 Z !D O Z O• ' O w J D w D illQ z Z eo LL Z ❑ I 0-''''' ....r -. (y N (y 01 N 00 M W N l0 M l0 W M n to t` f\ t` l0 M n Vf N� N W W W N N N ry� Z ,I:iti j'�' N 1 1� -1 P f� 1.2 SI ap � M app a t9 rg pg N lD Q1 poi " M Fl SR '-1 g O1 00 M W N lA p 6 rR pp M QI g g ^ W a W RI P z ;,•�'t,rF••.••`? .. N N. 00 W D1 N W 1A Ln m O W W O O O W a O O m rl a a O a 1� O M I� M f'/1 t0 N . M a l0 01 tD 1. N O M _ N z .; v .i SR. .-i ri td r rri .� to a r: ao tri tri r+ ri tri t; r>o tri n z _p `''°�,'. ; � �i' rs 1 W gSRZg W °giNRgo `SR " SRGiPeR W �ppp (p} it6iTigg or. nr a§ g 'i? � r°� r nc`Wmr` W gi35. � akg.ik S U 0::,... -;,1: ll• n a to to to N. n 00 01 W W N N M 'Cr t!1 1l1 {D 1� 00 Q1 W N M a t0 1� Ol O N 1n l0 00 lT W H r^I I {�'; ; �' .-1 .4 .i . .-1' .4 .-1 .i .-1 N N N N' N N N N N N N N N N N ri ry� M N� cYf M pi' ry� a} �} a a 1!1 t/� t/� t/� �p a I d .I 44 an an V! an VF N i/?an an an an an an an VT Vf ill.in. Vf!A an to In an an L1 VY LS Sh to Vf iA N iA [A aA i/F iN/F VI 1M/f V► V}a!1 V} Wii C'k+x x i s tt 4lgi�d,. II •j: 8 N f'/1 e4 lD a ER a Rl N ER E N W N tD a W GO tJl 01 rl to '6. 0 rl lC a p p p O p p p p p o p p p p p p p p p p p p G:11!ili `Xi O e-1 m m o epi o Ik P M aA a7� s a aA s a/1 aR aA a a aR a/h aA a7f a7f s ah aA i/} aA a r.� I��,i`T t0 N p N pap tff 01" 01 tN� ('/1 N VNO .ti tT N N S {1 ' .-1 in lD tM0 lMO two t0 l0 lD ll0 tD LO•tM0 LO lD LCI l0 tO ltO tD ri .4 . .4 ri .P .d .-i .-i . .4P .-i . . . .d .-i .4 . , .4 .4 .ti .4 .-i . .r . c an an TAT V V T T. V.an to to an T. V V T V to T. an Ta. T.aA an aA V> d,.., :01:;.is ;:4...I _ ''Y''i° .Gi'•'* ppb p pp �ryp� t� ppp 1p� ow pp �p m to .i.r...5.. O1 O O r.1 § tT ,N l0 .i M 0 g 00 M to 01 M co .W-1 00 lO d 'A�1 4 l0 a` O co. ^ M ^ tn0 tOA i 611 N W W to N G to �pp� in pp N.. tLp .. �!1 �• °ori V1 m co p� �4. 'r p�p rCm UP. `� a ,l� e�f1 rn ccof t� 0 trl�il r. u^f O, e 4- �_..... MV to t/f V1 N UY a� "O'l aN/f V1 aMA Vf aN/? aM/F t? a�rA aA aMA O O .^a N N t/ V!Vf Yf aMA iA JC aR wr!In. i VNf iA Vfr-i aA 71; r43 ;`:::;,11� r aA aA aA an an an ::.aA of anff � M e-• . 0) m a to w N CO O1 0 .a N m a to l0 N. O1 W N m to N O1 0 .-i N M to CD 1,`00 01 (0 1 lip tMp l§ l§ tNp t0Oq 101 O W N a '!'i N N N N N N N M M M m 0 M M M 0 M a 0 0 V 0 'g 0 0 0 0 1701 O O O O in in in ul O O O 0 O O O O O 0 O L+ 0 0 0 0 0 0 ":1- "': , 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O '',:I',,,:t,...' N N N NJ N N NJ N N NI Ni N NI NI N Ni Ni N NI N NI Ni NI N NI N N N N NJ N N N N N N N N N N N N N N N N N N N N a {: '. it , 1 i% 4 Vi, 3 'WVIF i;,IL O W ry M a lO n W Q1 O .--I N xr•Y111 a to lD N� W Na' p N N M V1 lD t\ 00 lT .-I N '4 to n 01 C Z_ I (F a,. .-r N M a 01 LO N. co cr. .-t .-1 .a .a W .-a .a W W .-t N N N N N N N N N m 11 P1 m M m M m m m 4 a Q a * a 4 a 4 a t2i w w - __. __ _ _ - _ _ _ ._L-_L_1�-_L.s._L_.L._L. L_ - _ L L 10 V1 .1:4 r0 r0 r0 r0 r0 fo ro r0 r0 r0 r0 r0 r0 t0 r0 r0 ro ro r0 r0 to r0_t0.-r0-N.-r0--r0--N-_10.'ro'_t0.'f0'-r0--r0'-t0-0_Az____aj_t0._N0._t0._aj_0.,-f 0._0_f 0._W.-W._W. yy_ ILd d 0) Ol 0J d 01 d N N d 01 0J d 01 d 0) 01 O) 01 N 01 12 0/ 01 d eel d cal fa d d d Ol 01 01 .. d 01 Ol Ol Ol N OJ 01 Ol d 01 0/ 0/ 01 V oa 47'. '1'',' r r r > > > >_ > >` Y >` � r > r r r rr > g. >12 > r > > a } r > > > r > > > } > > > a > r r > r > > > > d w �' g w E Vii„;': ..... v •cca z J J 0 U WL 1j0 0 I a 0 a : PROPOSED COLLINS PARK DEVELOPMENT RECONCILIATION AND FINAL VALUE OPINION Despite the ground lease havi ig additional renewal options,we do not believe that a prospective purchaser would underwrite these in their analysis based on the length of discounting timeframe. Overall rates for land leases similar to the subject are extremely rare. Current overall rates for land leases of similar properties in good locations with long-term leases in place and with improvements constructed on the site range from approximately four to si x percent. A land lease that can generate a steady cash flow from a credit tenant represents a very low risk investment. We consulted with multiple brokers, who indicated that ground lease properties are typically capitalized at a rate roughly 75 to 100 basis points below the non-ground leased transactions. Obviously, this is due to the lower rent levels and less risk involved lnrith the tenant having constructed the improvements. The likelihood of the tenant walking away from the property is almost non-existent. Due to the zoning restrictions of the subject site, which limit the property to workforce housing rental units and a residential dorm we have considered the following National Apartment PWC Real Estate Investor Survey, as well as the National Net Leased survey. DISCOUNT RATES (IRR) Survey Date Range Average PwPwC Institutional Third Quarter 2020 5.00% - 10.00% 6.83% Pw C Institutional-Refers to National Apartment market regardless of class or occupancy DISCOUNT RATES (IRR) -" Survey Date Range Average PwPwC Institutional Third Quarter 2020 5.00% - 10.00% 7.05% Pw C Institutional-Refers to National Net Lease market regardless of class or occupancy Ground leases on properties of this type very rarely trade. However, desirable improved apartment properties are being underwritten between 4.00 to 5.00 percent capitalization rates as illustrated by the surveys.As of November 20, 2020, the effective rate on 30 year treasury bonds was 1.56 percent according to the Federal Reserve. For inflation adjusted 30 year treasury bonds,the rate on November 20, 2020 was 0.30 percent. A leased fee interest on real estate is considered to have more default risk than a treasury bond, but the bond has more interest rate risk. Clearly, the capitalization rate on the leased fee interest would need to be greater than the negative 0.30 percent inflation adjusted rate.Also,we have projected that our selection of a discount rate would also need to be above the non-inflation adjusted rate of 1.33 percent. We have also considered that the projected ground lease rental rate is variable and not based on a fixed rate and is essentially the net operating income of the improvements (less debt service for the first 30 years), as well as the ground lease holder being responsible for the shortfalls in expenses if the revenue does not exceed gross expenses.Therefore,the 5.25 percent effective going-in rate based on the long-term nature of the existing leases and most new ground leases in prime sites in South Florida is considered to be reflective of market, as well as considering the additional risk in the property in that lessor is responsible for any shortfalls in revenue.This is in line with the survey of going in rates,as well as considering any ground lease on the subject site being a higher risk asset in relation to treasury bills. This results in a Discounted Cash Flow ground lease value of$18,000,000 rounded,as reflected in the following chart. CUSHMAN&WAKEFIELD 162 Page 1366 of 1954 PROPOSED COLLINS PARK DEVELOPMENT RECONCILIATION AND FINAL VALUE OPINION Ground Lease (GL) Analysis Valuation Key DiversDiscount Rate Discount Rate (IIRR)for Ground Lease Income(1) I 5.25% I $ 18,000,;000 Market Value of Leased Fee Estate Market Ground Lease Terms At the client's request,we have illustrated typical terms for ground leases in the market.The subject ground lease terms are atypical in that the ground lease rents in the market do not represent the total net income of an improved property and rather are determined based on the value of the land in exchange for purchasing the site. The ground lease base lease revenue typically does not take into account any income generated by any improvements generated on site. We have multiplied our projected going in rate for the subject site of 4.00 percent with our land value for the subject site of$6,900,000, which equates to a total initial ground rent of$276,000 per annum. We have reconciled at a lower going in rate than the discount rate utilized in our previous analysis of the subject based on going in capitalization rates for apartment product in the market, with the best Class A product ranging from 4.25 to 4.50 percent. We have also considered that a fixed rental rate is a lower risk than a variable ground rent based on net income. We have considered the PWC survey below reflecting going in rates for the National Apartment market, which supports our conclusion,. CAPITALIZATION RATES Survey Date Range Average PwC Institutional Third Quarter 2020 3.50% - 8.00% 5.22% PwC Institutional-Refers to National Apartment market regardless of class or occupancy While the ground lease rent have been determined,we have utilized recent ground rent comparables to determine an appropriate term and any increases in ground rent over the term. The following chart reflects the most recent long term ground leases in Miami-Dade County that we are aware of in the market. It should be noted that there are few long term ground leases in the South Florida market, with the exception of smaller retail ground leases, such as drug store or bank branch leases,which would not be considered comparable to the subject. CUSHMAN&WAKEFIELD 163 Page 1367 of 1954 PROPOSED COLLINS PARK DEVELOPMENT RECONCILIATION AND FINAL VALUE OPINION GROUND°LEASE AT METRORAIL STATION COMPARABLES PROPERTY LEASE INFORMATION 1 °Z Property Mame 2 Li O z M0. Address,City,State 1 ci 2,1 I C COMMENTS 1 Coconut Grove tytetrorait(2015)I 2015 90.0 Ground Rent- New development of 180,000 square feet of office,40,000 square Mani,FL Upfront-$500K feet of retail,180 hotel room,250 market rate apartments.Renewal Year 1-$200,000 -No specific renewal provision-Section 3.1(iv)lately applies,or rent Year 2-$350,000 could be renegotiated.Station Improvements-$5,000,000 Year 3-$450,000 Year 4-Greater of$450,000 and an amount equal to three percent(3%)of Gross Income collected from all commercial, retail,residential and any other uses of the Demised Premises,exclusive of vacancy and collection loss. 2 !Douglas Road tvhtroraa Station—2016 3 .0 Ground Rent- Project Surmary-New development of 855 apartments,115 1(2016) Upfront-$1,500,000(covers first four years of ground rent lworldorceapartrrents,60,000square feet of retail,150 room hotel. Mare,FL. payments) I Term-30 years with two 30 year extensions.Renewal Rent- Year 5-$375,000 I Mnirrum Rent shall be calculated and detemined as provided herein Year 6-Annual Minimum Rent shall adjust each Lease Year bylduring the initial Term and at renewals thereof.Station the lesser of(I)three percent(3%)of the annual hprovements-$15,000,000 Minimum Rent for the immediately preceding Lease Year,or (ii)the percentage change in the CPI STATISTICS Low 2015 30.0 High 2016 90.0 Average 2016 60.0 Compiled by Cushman 8 Wakefield Regional,Inc. As illustrated these terms range between 30 years with two 30 year extensions(effectively 90 years with extensions) and a 90 year lease term.We have reconciled in between these two terms and with the proposed initial lease term of 50 years. Additionally, the rent is based on a fixed amount or the greater of a 3.00% of gross income or a three percent or CPI increase in the ground lease amount. We have considered the leases in our analysis and have projected the following ground lease terms for the subject as illustrated in the following chart: Market Ground Rent•Estimate For Subject Site $276,000 50 years CPI It should be reiterated that the market ground rent estimate is less than the projected net income at the subject, as the estimated I arket ground rent estimate is solely based on the revenue attributable to the land,while the proposed subject ground lease is based on the revenue that the property will generate once the improvements are complete (of which the underlying land will be a component of this completed development).. CUSHMAN&WAKEFIELD 164 Page 1368 of 1954 PROPOSED COLLINS PARK DEVELOPMENT RECONCILIATION AND FINAL VALUE OPINION Reconciliation and Final Value Opinion Valuation Methodology Review and Reconciliation This appraisal employs all three typical approaches to value: the Cost Approach, the Sales Comparison Approach and the Income CapitalizationApproach. Based on our analysis and knowledge of the subject property type and relevant investor profiles, it isour opinion that all approaches would be considered meaningful and applicable in developing a credible value conclusion. The approaches indicated the following: FINAL VALUE RECONCILIATION Market Value Prospective Market Value Prospective Merest Value Awls Par Unit Upon Completion Per Unit Upon 3bb0tation Per Unit Date of Value I October 24,2020 Juno 1,2023 Jun.1,2024 Land Valuation-Fee Simple I Land Value $6,900,000 $6,900,000 N/A Land Value Per Unit $75,000 $75,000 N/A Cost Approach Conclusion N/A $18,500,000 N/A Conclusion Per Unit N/A $228,395 WA Sales Comparison Approach Percentage Adjustment Method N/A N/A $19,000,000 $234,568 $21,000,000 $259,259 Conclusion WA N/A $19,000,000 $234,568 $21,000,000 $259,259 Income Capitalization Approach Yield Capitalization N/A N/A $20,200,000 $249,383 $22,700,000 $280,247 Direct Capitalization N/A WA $20,100,000 $248,148 $22,600,000' $279,012 Conclusion N/A N/A $20200,000 $249,383 $22,700,000 $280,247 Final Value Conclusion I $8,900,000 $16,185 $20,200,000 $249,383 $22,700,000 $000,247 Compiled by Cushman&Wakefield Regional,Inc. We gave most weight to the Income Capitalization Approach because this mirrors the methodology used by purchasers of this property t)pe (i.e., an income-producing property). The quantity and quality of the data for the Income Capitalization Approach is considered very good to excellent.This includes the presence of multiple Class apartment properties in the Miami Beach market, utilized for our rental estimates, and data regarding occupancy and expenses extracted from similar properties throughout the Miami-Dade County and overall South Florida area along with market reports. Investment rates of return used for converting net income into value were derived via extraction from recent sales of similar apartments in the area, investor surveys (national), discussions with local market participants.The value from the Income Capitalization Approach is well supported by the value indicated by the secondary approach to value—the Sales Comparison Approach. The quantity and quality of date used for this approach is good and consisted of multiple relatively recent sales of Class A high-rise apartments in South Florida. The quantity and quality of the data for the Cost Approach is considered good and consisted of multiple relatively recent sales of land parcels throughout South Florida purchased for a similar highest and best use. The subject's land value(as vacant)is based on the sales comparison technique—as reflected in the Land Valuation Section of this report.This is an integral part of the Cost Approach.The data used in the Cost Approach also included nationally recognized cost figures (adjusted for location and current multipliers). We have placed some weight to the value indicated by the Cost Approach,although we have placed less reliance than in the Income Capitalization Approach, as this is the primary method that purchasers of the subject rely upon. Value Conclusions- - Appraisal Premise I Real Property Interest Date Of Value Value Conclusion Market Value As-Is Fee Simple October 26,2020 $6,900,000 Market Value As-Is(Based on Extraordi ary Assumption of In Place Ground Lease) Leased Fee October 26,2020 $18,000,000 Prospective Market Value Upon Completion Leasehold June 1,2023 $20,200,000 Prospective Market Value Upon Stabilization Leasehold June 1,2024 $22,700,000 Compiled by Cushman 8 Wakefield Regional,Inc. CUSHMAN&WAKEFIELD 165 Page 1369 of 1954 PROPOSED COLLINS PARK DEVELOPMENT RECONCILIATION AND FINAL VALUE OPINION The implied"going in"capitalization rate is 6.50 percent.The overall capitalization rates derived from the improved property sales are between 3.50 percent and 4.75 percent, averaging 4.36 percent. The implied going-in cap rate is above the range of the going-in capitalization rates indicated by the sales and the most recent Investor Surveys based on the lease up risk at the subject. Exposure Time and Marketing Time Based on our review of national investor surveys, discussions with market participants and information gathered during the sales verification process, a reasonable exposure time for the subject property at the value concluded within this report would have been approximately nine-eleven (9-11) months. This assumes an active and professional marketing plan would have been employed by the current owner. We believe,based on the assumptions employed in our analysis,as well as our selection of investment parameters for the subject, that our value conclusion represents a price achievable within nine-eleven (9-11) months. CUSHMAN&WAKEFIELD 166 Page 1370 of 1954 PROPOSED COLLINS PARK DEVELOPMENT CERTIFICATION OF APPRAISAL Assumptions and Limiting Conditions "Report" means the appraisal or consulting report and conclusions stated therein, to which these Assumptions and Limiting Conditions are annexed. "Property"means the subject of the Report. "Cushman&Wakefield"means Cishman&Wakefield, Inc.or its subsidiary that issued the Report. "Appraiser(s)"means the employ ie (s)of Cushman&Wakefield who prepared and signed the Report. The Report has been made subject to the following assumptions and limiting conditions: • No opinion is intended to be expressed and no responsibility is assumed for the legal description or for any matters that are legal in nature or require legal expertise or specialized knowledge beyond that of a real estate appraiser.Title to the Property is assumed to be good and marketable and the Property is assumed to be free and clear of all liens unless otherwise stated. No survey of the Property wags undertaken. • The information contained in the Report or upon which the Report is based has been gathered from sources the Appraiser assumes to be reliable and accurate.The owner of the Property may have provided some of such information. Neither the Appraiser nor Cushman&Wakefield shall be responsible for the accuracy or completeness of such information, including the correctness of estimates, opinions, dimensions, sketches, exhibits and factual matters. Any authorized user of the Report is obligated to bring to the attention of Cushman&Wakefield any inaccuracies or errors that it believes are contained in the Report. • The opinions are only as of the date stated in the Report.Changes since that date in external and market factors or in the Property itself can significantly affect the conclusions in the Report. • The Report is to be used in whole and not in part.No part of the Report shall be used in conjunction with any other analyses. Publication of the Report or Many portion thereof without the prior written consent of Cushman &Wakefield is prohibited. Reference to the Appraisal Institute or to the MAI designation is prohibited. Except as may be otherwise stated in the letter of engagement, the Report may not be used by any person(s) other than the party(ies) to whom it is addressed or for purposes other than that for which it was prepared.No part of the Report shall be conveyed to the public through advertising, or used in any sales, promotion, offering or SEC material without Cushman & Wakefield's prior written consent. Any authorized user(s)of this Report who provides a copy to,or permits reliance thereon by,any person or entity not authorized by Cushman&Wakefield in writing to use or rely thereon, hereby agrees to indemnify and hold Cushman&Wakefield, its affiliates and their respective shareholders, directors, officers and employees, harmless from and against all damages, expenses, claims and costs, including attorneys'fees, incurred in investigating and defending any claim arising from or in any way connected to the us of,or reliance upon,the Report by any such unauthorized person(s)or entity(ies). • Except as may be otherwise stated in the letter of engagement,the Appraiser shall not be required to give testimony in any court or administrative proceeding relating to the Property or the Appraisal. • The Report assumes(a) responsible ownership and competent management of the Property; (b)there are no hidden or unapparent conditions of the Property,subsoil or structures that render the Property more or less valuable(no responsibility is assumed for such conditins or for arranging for engineering studies that may be required to discover them); (c) full compliance with all applicable federal, state and local zoning and environmental regulations and laws, unless noncompliance is stated,defined and considered in the Report;and(d)all required licenses,certificates of occupancy and other governmental consents have been or can be obtained and renewed for any use on which the value opinion contained in the Report is based. • The physical condition of the improvements considered by the Report is based on visual inspection by the Appraiser or other person identified in the Report. Cushman & Wakefield assumes no responsibility for the soundness of structural components or for the condition of mechanical equipment,plumbing or electrical components. • The forecasted potential gross income referred to in the Report may be based on lease summaries provided by the owner or third parties.The Report assumes no responsibility for the authenticity or completeness of lease information provided by others. Cushman &Wakefield recommends that legal advice be obtained regarding the interpretation of lease provisions and the contractual rights of parties. • Page 1371 of 1954 CUSHMAN&WAKEFIELD 167 PROPOSED COLLINS PARK DEVELOPMENT CERTIFICATION OF APPRAISAL • The forecasts of income and expenses are not predictions of the future. Rather,they are the Appraiser's best opinions of current market thinking on future income and expenses. The Appraiser and Cushman &Wakefield make no warranty or representation that these forecasts will materialize.The real estate market is constantly fluctuating and changing. It is not the Appraiser's task to predict or in any way warrant the conditions of a future real estate market; the Appraiser can only reflect what the investment community, as of the date of the Report, envisages for the future in terms of rental rates, expenses,and supply and demand. • Unless otherwise stated in tie Report,the existence of potentially hazardous or toxic materials that may have been used in the construction or maintenance of the improvements or may be located at or about the Property was not considered in arriving at the opinion of value. These materials (such as formaldehyde foam insulation, asbestos insulation and other potentially hazardous materials)may adversely affect the value of the Property. The Appraisers are not qualified to detect such substances. Cushman:&Wakefield recommends that an environmental expert be employed to determine the impact of these matters on the opinion of value. • Unless otherwise stated in the Report, compliance with the requirements of the Americans with Disabilities Act of 1990 (ADA)has not been considered in arriving at the opinion of value. Failure to comply with the requirements of the ADA may adversely affect the value of the Property. Cushman &Wakefield recommends that an expert in this field be employed to determine the compliance of the Property with the requirements of the ADA and the impact of these matters on the opinion of value. • If the Report is submitted to a lender or investor with the prior approval of Cushman&Wakefield,such party should consider this Report as only one facto,together with its independent investment considerations and underwriting criteria,in its overall investment decision. Such lender or investor is specifically cautioned to understand all Extraordinary Assumptions and Hypothetical Conditions and'the Assumptions and Limiting Conditions incorporated in this Report. • In the event of a claim against Cushman & Wakefield or its affiliates or their respective officers or employees or the Appraisers in connection witb or in any way relating to this Report or this engagement,the maximum damages recoverable shall be the amount of the monies actually collected by Cushman&Wakefield or its affiliates for this Report and under no circumstances shall any claim for consequential damages be made. • If the Report is referred to or included in any offering material or prospectus, the Report shall be deemed referred to or included for informational purposes only and Cushman &Wakefield, its employees and the Appraiser have no liability to such recipients.Cushman&Wakefield disclaims any and all liability to any party other than the party that retained Cushman &Wakefield to prepare the Report. • Any estimate of insurable replacement cost/insurable value,if included within the agreed upon scope of work and presented within this report, is based upon figures derived from a national cost estimating service and is developed consistent with industry practices. However', actual local and regional construction costs may vary significantly from our estimate and individual insurance policies and underwriters have varied specifications,exclusions,and non-insurable items.As such,we strongly recommend that they Client obtain estimates from professionals experienced in establishing insurance coverage for replacing any structure.This analysis should not be relied upon to determine insurance coverage. Furthermore,we make no warranties regarding the accuracy of this estimate. • Any estimate of actual cash value, if included within the agreed upon scope of work and presented within this Report, is based upon an agreed upon procedure with the client as identified by the client within their definition. C&W makes no warranties regarding the accuracy or relevance of this estimate. • Unless otherwise noted,we were not given a soil report to review.However,we assume that the soil's load-bearing capacity is sufficient to support existing and/or proposed structure(s).We did not observe any evidence to the contrary during our physical inspection of the property. Drainage appears to be adequate. • Unless otherwise noted,we were not given a title report to review.We do not know of any easements, encroachments,or restrictions that would adve sely affect the site's use. However, we recommend a title search to determine whether any adverse conditions exist. • Unless otherwise noted,we were not given a wetlands survey to review.If subsequent engineering data reveal the presence of regulated wetlands,it could materially affect property value.We recommend a wetlands survey by a professional engineer with expertise in this field. • Unless otherwise noted, we observed no evidence of toxic or hazardous substances during our inspection of the site. However,we are not trained to perform technical environmental inspections and recommend the hiring of a professional engineer with expertise in this field. Page 1372 of 1954 CUSHMAN&WAKEFIELD 168 PROPOSED COLLINS PARK DEVELOPMENT CERTIFICATION OF APPRAISAL • Unless otherwise noted,we did not inspect the roof nor did we make a detailed inspection of the mechanical systems.The appraisers are not qualified to render an opinion regarding the adequacy or condition of these components. The client is urged to retain an expert in this field if detailed information is needed. • By use of this Report each party that uses this Report agrees to be bound by all of the Assumptions and Limiting Conditions, Hypothetical Conditions and Extraordinary Assumptions stated herein. CUSHMAN&WAKEFIELD 169 Page 1373 of 1954 PROPOSED COLLINS PARK DEVELOPMETr CERTIFICATION OF APPRAISAL • Certification We certify that,to the best of our knowledge and belief: • The statements of fact contained in this report are true and correct. • The reported analyses,opini9ns,and conclusions are limited only by the reported assumptions and limiting conditions,and are our personal,impartial, and unbiased professional analyses,opinions,and conclusions. • We have no present or prospective interest in the property that is the subject of this report, and no personal interest with respect to the parties involved. • We have no bias with respecto the property that is the subject of this report or to the parties involved with this assignment. • Our engagement in this assignment was not contingent upon developing or reporting predetermined results. • Our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined value or direction in value that favors the cause of the client,the amount of the value opinion,the attainment of a stipulated result,or the occurrence of a subsequent event directly related to the intended use of this appraisal. • The reported analyses, opini ns, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics & Standards of Professional Appraisal Practice of the Appraisal Institute,which include the U;,iform Standards of Professional Appraisal Practice. • The use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. • Michael C.McNamara,MAI, RICS did make a personal inspection of the property that is the subject of this report.Adrian M.Sanchez,MAI and Blake Koletic did not make a personal inspection of the property that is the subject of this report. • Michael C. McNamara, MAI, MRICS, Blake Koletic and Adrian M. Sanchez, MAI have not provided prior services, as an appraiser or in any other capl city,within the three-year period immediately preceding acceptance of this assignment. • No one provided significant real property appraisal assistance to the persons signing this report. • As of the date of this reporlt, Michael C. McNamara, MAI, MRICS and Adrian M. Sanchez, MAI have completed the continuing education prograrp for Designated Members of the Appraisal Institute. • As of the date of this rep(fort, Blake Koletic has completed the Standards and Ethics Education Requirements for Candidates/Practicing Affiliates of the Appraisal Institute. • The real property appraisal assistance of State-Registered Trainee Appraiser RI 24585,Blake Koletic is hereby recognized. Blake Koletic assisted in the market analysis,forecasting,valuation analysis,and report writing components of this report. • I,Adrian M. Sanchez, MAI the supervisory appraiser of a registered appraiser trainee who contributed to the development or communication of this appaisal,hereby accepts full and complete responsibility for any work performed by the registered appraiser traineenamed in this report as if it were my own work. • Our analyses, opinions, or conclusions were developed and this report has been prepared in conformity with the requirements of the State of Florida for State-certified appraisers. • The use of this report is subject to the requirements of the State of Florida relating to review by the Real Estate Appraisal Subcommittee of the Florida Real Estate Commission. CUSHMAN&WAKEFIELD 170 Page 1374 of 1954 PROPOSED COLLINS PARK DEVELOPMENT CERTIFICATION OF APPRAISAL Michael C. McNamara, MAI, MRICS Adrian M. Sanchez, MAI Executive Director Senior Director State-Certified General Real Estate Appraiser State-Certified General Real Estate Appraiser No. RZ 2105 No. RZ 3239 Michael.McNamara@cushwake.com Adrian.Sanchez@cushwake.com (954)958-0818 Office Direct 954-377-0450 Office Direct Blake Koletic Associate State-Registered Trainee Appraiser No. RI 24585 Blake.Koletic@cushwake.com 786-792-5210 Office Direct Page 1375 of 1954 CUSHMAN&WAKEFIELD 171 PROPOSED COLLINS PARK DEVELOPMENT ADDENDA CONTENTS Addenda Contents Addendum A: Glossary of Terms & Definitions Addendum B: Client Satisfaction Survey Addendum C: Engagement Letter Addendum D: Legal descridtion Addendum E: Comparable Land Sale Data Sheets Addendum F: Comparable Improved Sale Data Sheets Addendum G: Developer's Proforma Addendum H: Qualifications of the Appraiser Page 1376 of 1954 CUSHMAN&WAKEFIELD 172 PROPOSED COLLINS PARK DEVELOPM NT ADDENDA CONTENTS Addendum A: Glossary of Terms & Definitions The following definitions of pertinent terms are taken from The Dictionary of Real Estate Appraisal,Sixth Edition(2015),published by the Appraisal Institute,Chicago, IL,as well as other sources. As Is Market Value The estimate of the market value of real property in its current physical condition,use,and zoning as of the appraisal date.(Proposed Interagency Appraisal and Evaluation Guidelines,OCC-4810-33-P 20/0) Band of Investment A technique in which the capitalization rates attributable to components of a capital investment are weighted and combined to derive a weighted-average rate attributable to the total investment. Cash Equivalency An analytical process in which the sale price of a transaction with nonmarket financing or financing with unusual conditions or incentives is converted into a price expressed in terms of cash. Depreciation 1.In appraising,a loss in property value from any cause;the difference between the cost of an improvement on the effective date of the appraisal and the market value of the improvement on the same date.2.In accounting,an allowance made against the loss in value of an asset for a defined purpose and computed using a specified method. Disposition Value The most probable price that a specified interest in real property is likely to bring under all of the following conditions: • Consummation of a sale will occur [ wthin a limited future marketing period specified by the client. • The actual market conditions currently prevailing are those to which the appraised property interest is subject. • The buyer and seller is each acting prudently and knowledgeably. • The seller is under compulsion to se I. • The buyer is typically motivated. • Both parties are acting in what they nsider their best interest. • An adequate marketing effort will be made in the limited time allowed for the completion of a sale. • Payment will be made in cash in U.S.dollars or in terms of financial arrangements comparable thereto. • The price represents the normal co sideration for the property sold, unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Note that this definition differs from the definition of market value. The most notable difference relates to the motivation of the seller. In the case of Disposition value,the seller would be acting under compulsion within a limited future marketing period. Ellwood Formula • A yield capitalization method that provides)a formulaic solution for developing a capitalization rate for various combinations of equity yields and mortgage terms. The formula is applicable only to properties with stable or stabilized income streams and properties with income streams expected to change according to the J-or K-factor pattern.The formula is RO=[YE—M(YE+P 1/Sn-,—RM)—AO 1/S m]/[1+Al J] where RO=Overall Capitalization Rate YE=Equity Yield Rate M=Loan-to-Value Ratio P=Percentage of Loan Paid Off 1/S n-=Sinking Fund Factor at the Equity Yield Rate RM=Mortgage Capitalization Rate DO=Change in Total Property Value Al=Total Ratio Change in Income CUSHMAN&WAKEFIELD Page 1377 of 1954 PROPOSED COLLINS PARK DEVELOPMENT ADDENDA CONTENTS J=J Factor Also called mortgage-equity formula. Exposure Time 1.The time a property remains on the market.2.The estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal;a retrospective estimate based on an analysis of past events assuming a competitive and open market.See also marketing time. Extraordinary Assumption An assumption,directly related to a specific assignment,as of the effective date of the assignment results,which,if found to be false,could alter the appraiser's opinions or conclusions. Comment:Extraordinary assumptions pres me as fact otherwise uncertain information about physical,legal,or economic characteristics of the subject property;or about conditions external to the property,such as market conditions or trends;or about the integrity of data used in an analysis. Fee Simple Estate Absolute ownership unencumbered by any other interest or estate,subject only to the limitations imposed by the governmental powers of taxation,eminent domain, police power,and escheat. Highest and Best Use The reasonably probable use of property that results in the highest value.The four criteria that the highest and best use must meet are legal permissibility,physical possibility,financial feasibility,and maxim lm productivity. Highest and Best Use of Property as improved The use that should be made of a property as it exists.An existing improvement should be renovated or retained as is so long as it continues to contribute to the total market value of the property,or until the return from a new improvement would more than offset the cost of demolishing the existing building and constructing a new one. Hypothetical Conditions A condition,directly related to a specific assignment,which is contrary to what is known by the appraiser to exist on the effective date of the assignment results,but is used for the purpose of analysis. Comment:Hypothetical conditions are con ary to known facts about physical,legal,or economic characteristics of the subject property;or about conditions external to the property,such as market conditions or trends;or about the integrity of data used in an analysis. Insurable Replacement Cost/Insurable Value A type of value for insurance purposes. Intended Use The use or uses of an appraiser's reported appraisal,appraisal review,or appraisal consulting assignment opinions and conclusions,as identified by the appraiser based on communication with the client at the time of the assignment. Intended User The client and any other party as identified,by name or type,as users of the appraisal,appraisal review,or appraisal consulting report by the appraiser on the basis of communication with the client at the time of the assignment. Leased Fee Interest A freehold(ownership interest)where the possessory interest has been granted to another party by creation of a contractual landlord-tenant relationship(i.e.,a lease). Leasehold Interest The tenant's possessory interest created.y a lease.See also negative leasehold;positive leasehold. CUSHMAN&WAKEFIELD Page 1378 of 1954 PROPOSED COLLINS PARK DEVELOPMENT ADDENDA CONTENTS Liquidation Value The most probable price that a specified interest in real property is likely to bring under all of the following conditions: • Consummation of a sale will occur wit in a severely limited future marketing period specified by the client. • The actual market conditions currentl I prevailing are those to which the appraised property interest is subject. • The buyer is acting prudently and knowledgeably. • The seller is under extreme compulsion to sell. • The buyer is typically motivated. • The buyer is acting in what he or she considers his or her best interest. • A limited marketing effort and time will be allowed for the completion of a sale. • Payment will be made in cash in U.S.dollars or in terms of financial arrangements comparable thereto. • The price represents the normal con ideration for the property sold,unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. Note that this definition differs from the definition of market value. The most notable difference relates to the motivation of the seller. Under market value,the seller would be acting in his or her own best interests. The seller would be acting prudently and knowledgeably,assuming the price is not affected by undue stimulus or atypical motivation. In the case of liquidation value,the seller would be acting under extreme compulsion within a severely limited future marketing period. Market Rent The most probable rent that a property should bring in a competitive and open market reflecting all conditions and restrictions of the lease agreement,including permitted uses,use restrictions,expense obligations,term,concessions,renewal and purchase options,and tenant improvements(T1s). Market Value As defined in the Agencies'appraisal regulations,the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale,the buyer and sellereach acting prudently and knowledgeably,and assuming the price is not affected by undue stimulus. Implicit in this definition are the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: • Buyer and seller are typically motivated; • Both parties are well informed or well;advised,and acting in what they consider their own best interests; • A reasonable time is allowed for exposure in the open market; • Payment is made in terms of cash in U.S.dollars or in terms of financial arrangements comparable thereto;and • The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale.t Marketing Time An opinion of the amount of time it might take to sell a real or personal property interest at the concluded market value level during the period immediately after the effective date of an appraisal.Marketing time differs from exposure time,which is always presumed to precede the effective date of an appraisal.(Advisory Opinion 7 of the Appraisal Standards Board of They Appraisal Foundation and Statement on Appraisal Standards No.6,"Reasonable Exposure Time in Real Property and Personal Property Market Value Opinions"address the determination of reasonable exposure and marketing time.)See also exposure time. Mortgage-Equity Analysis Capitalization and investment analysis procedures that recognize how mortgage terms and equity requirements affect the value of income-producing property. Operating Expenses Other Taxes,Fees&Permits-Personal property taxes,sales taxes,utility taxes,fees and permit expenses. Property Insurance—Coverage for loss or damage to the property caused by the perils of fire,lightning,extended coverage perils,vandalism and malicious mischief,and additional perils. Management Fees-The sum paid for management services.Management services may be contracted for or provided by the property owner.Management expenses may include supervision,on-site offices or apartments for resident managers,telephone service,clerical help,legal or accounting services,printing and postage,and advertising.Management fees may occasionally be included among recoverable operating expenses Total Administrative Fees—Depending on the nature of the real estate,these usually include professional fees and other general administrative expenses, such as rent of offices and the services needed to operate the property.Administrative expenses can be provided either in the following expense subcategories or in a bulk total.1)Professional Fees—Fees paid for any professional services contracted for or incurred in property operation;or 2)Other Administrative— Any other general administrative ex lenses incurred in property operation. '"Interagency Appraisal and Evaluat on Guidelines."Federal Register 75:237(December 10,2010)p.77472. CUSHMAN&WAKEFIELD Page 1379 of 1954 PROPOSED COLLINS PARK DEVELOPMENT ADDENDA CONTENTS Heating Fuel-The cost of heating fuel purchased from outside producers.The cost of heat is generally a tenant expense in single-tenant,industrial or retail properties, and apartment projects a th individual heating units. It is a major expense item shown in operating statements for office buildings and many apartment properties.The fuel consumed may be coal,oil,or public steam.Heating supplies,maintenance,and workers'wages are included in this expense category under certain accounting methods. Electricity-The cost of electricity purchased from outside producers.Although the cost of electricity for leased space is frequently a tenant expense,and therefore not included in the operatin6 expense statement,the owner may be responsible for lighting public areas and for the power needed to run elevators and other building equipment. Gas-The cost of gas purchased from outside producers.When used for heating and air conditioning,gas can be a major expense item that is either paid by the tenant or reflected in the rent. Water&Sewer-The cost of water consumed,including water specially treated for the circulating ice water system,or purchased for drinking purposes.The cost of water is a major consideratioin for industrial plants that use processes depending on water and for multifamily projects,in which the cost of sewer service usually ties to the amount of water used.It is also an important consideration for laundries,restaurants,taverns,hotels,and similar operations. Other Utilities-The cost of other utilities purchased from outside producers. Total Utilities-The cost of utilities net of energy sales to stores and others.Utilities are services rendered by public and private utility companies(e.g., electricity,gas,heating fuel,water/sewer and other utilities providers).Utility expenses can be provided either in expense subcategories or in a bulk total. Repairs&Maintenance-All expenses incurred for the general repairs and maintenance of the building,including common areas and general upkeep.Repairs and maintenance expenses include elevator,HVAC,electrical and plumbing,structural/roof,and other repairs and maintenance expense items.Repairs and Maintenance expenses can be provided either in the following expense subcategories or in a bulk total.1)Elevator-The expense of the contract and any additional expenses for elevator repairs and maintenance.This expense item may also include escalator repairs and maintenance.2)HVAC—The expense of the contract and any additional exipenses for heating,ventilation and air-conditioning systems.3)Electrical&Plumbing-The expense of all repairs and maintenance associated with the property's electrical and plumbing systems.4)Structural/Roof-The expense of all repairs and maintenance associated with the property's building structure and roof.5)Pest Control—The expense of insect and rodent control.6).Other Repairs&Maintenance-The cost of any other repairs and maintenance items not specifically included in other expense categories. Common Area Maintenance-The common area is the total area within a property that is not designed for sale or rental,but is available for common use by all owners,tenants,or their invitees,e.g.,parking and its appurtenances,malls,sidewalks,landscaped areas,recreation areas,public toilets,truck and service facilities.Common Area Maintenance(CAM)expenses can be entered in bulk or through the sub-categories.1)Utilities—Cost of utilities that are included in CAM charges and passed through toltenants.2)Repair&Maintenance—Cost of repair and maintenance items that are included in CAM charges and passed through to tenants.3)Parking Lot Maintenance—Cost of parking lot maintenance items that are included in CAM charges and passed through to tenants.4) Snow Removal—Cost of snow removal that are included in CAM charges and passed through to tenants. 5)Grounds Maintenance—Cost of ground maintenance items that are included in CAM charges and passed through to tenants.6)Other CAM expenses are items that are included in CAM charges and passed through to tenants. Painting&Decorating-This expense category is relevant to residential properties where the landlord is required to prepare a dwelling unit for occupancy in between tenancies. Cleaning&Janitorial-The expenses for building cleaning and janitorial services,for both daytime and night-time cleaning and janitorial service for tenant spaces,public areas,atriums,elevators,restrooms,windows,etc.Cleaning and Janitorial expenses can be provided either in the following subcategories or entered in a bulk total.1)Contract Services-The expense of cleaning and janitorial services contracted for with outside service providers.2)Supplies,Materials &Misc.-The cost any cleaning materials and any other janitorial supplies required for property cleaning and janitorial services and not covered elsewhere.3) Trash Removal-The expense of p ioperty trash and rubbish removal and related services.Sometimes this expense item includes the cost of pest control and/or snow removal.4)Other Cleaning/Janitorial-Any other cleaning and janitorial related expenses not included in other specific expense categories. Advertising&Promotion-Expenses related to advertising,promotion,sales,and publicity and all related printing,stationary,artwork,magazine space, broadcasting,and postage related to marketing. Professional Fees-All profession Il fees associated with property leasing activities including legal,accounting,data processing,and auditing costs to the extent necessary to satisfy tenant lease requirements and permanent lender requirements. Total Payroll-The payroll expense for all employees involved in the ongoing operation of the property,but whose salaries and wages are not included in other expense categories.Payroll expenses can be provided either in the following subcategories or entered in a bulk total.1)Administrative Payroll-The payroll expenses for all employees involved in on-going property administration.2)Repair&Maintenance Payroll-The expense of all employees involved in on-going repairs and maintenance of the property.3)Cleaning Payroll-The expense of all employees involved in providing on-going cleaning and janitorial services to the property 4)Other Payroll-The expense of any other employees involved in providing services to the property not covered in other specific categories. Security-Expenses related to the security of the Lessees and the Property.This expense item includes payroll,contract services and other security expenses not covered in other expense categories.This item also includes the expense of maintenance of security systems such as alarms and closed circuit television I (CCTV),and ordinary supplies necessary to operate a security program,including batteries,control forms,access cards,and security uniforms. Roads&Grounds-The cost of maintaining the grounds and parking areas of the property.This expense can vary widely depending on the type of property and its total area.Landscaping improvements can range from none to extensive beds,gardens and trees.In addition,hard-surfaced public parking areas with drains,lights,and marked car spaces are subject to intensive wear and can be costly to maintain. Other Operating Expenses-Any other expenses incurred in the operation of the property not specifically covered elsewhere. Real Estate Taxes-The tax levied on real estate(i.e.,on the land,appurtenances,improvements,structures and buildings);typically by the state,county andfor municipality in which the pro erty is located. Prospective Opinion of Value A value opinion effective as of a specified future date.The term does not define a type of value.Instead,it identifies a value opinion as being effective at some specific future date.An opinion of value as of a prospective date is frequently sought in connection with projects that are proposed,under construction,or under conversion to a new use,or those that have not yet achieved sellout or a stabilized level of long-term occupancy. CUSHMAN&WAKEFIELD Page 1380 of 1954 • PROPOSED COLLINS PARK DEVELOPMENT ADDENDA CONTENTS Prospective Value upon Reaching Stabilized Occupancy The value of a property as of a point in time when all improvements have been physically constructed and the property has been leased to its optimum level of long- term occupancy.At such point,all capital outlays for tenant improvements,leasing commissions,marketing costs and other carrying charges are assumed to have been incurred. Special, Unusual, or Extraordinary Assumptions Before completing the acquisition of a property,a prudent purchaser in the market typically exercises due diligence by making customary enquiries about the property.It is normal for a Valuer to make assumptions as to the most likely outcome of this due diligence process and to rely on actual information regarding such matters as provided by the client.Special,unusual,or extraordinary assumptions may be any additional assumptions relating to matters covered in the due diligence process,or may relate to other issues,such as the identity of the purchaser,the physical state of the property,the presence of environmental pollutants(e.g.,ground water contamination),or the ability to redevelop the property. • • Page 1381 of 1954 CUSHMAN&WAKEFIELD PROPOSED COLLINS PARK DEVELOPMENT ADDENDA CONTENTS Addendum B: Client Satisfaction Survey Survey Link: https://www.surveymonkey.com/r/LQKCGLF?c=20-48007-900424-001 Cushman&Wakefield File ID: 20-48007-900424-001 Fax Option: (716)852-0890 1. Based on the scope and complexity of the assignment, please rate the development of the appraisal relative to the adequacy and relevance of the data, the appropriateness of the techniques used, and the reasonableness of the analyses, opinions,and conclusions: Excellent Good Average _Below Average Poor Comments: 2. Please rate the appraisal report on clarity, attention to detail, and the extent to which it was presentable to your internal/external users without revisions: Excellent Good Average _ Below Average Poor Comments: CUSHMAN&WAKEFIELD Page 1382 of 1954 PROPOSED COLLINS PARK DEVELOPMENT ADDENDA CONTENTS 3.The appraiser communicated effectively by listening to your concerns,showed a sense of urgency in responding, and provided convincing support of his/her conclusions: Not Applicable _Excellent Good Average _ Below Average Poor Comments: 4.The report was on time as agreed,or was received within an acceptable time frame if unforeseen factors occurred after the engagement: Yes No Comments: 5. Please rate your overall satisfaction relative to cost,timing, and quality: Excellent Good Average _Below Average Poor Comments: 6.Any additional comments or suggestions you feel our National Quality Control Committee should know? CUSHMAN&WAKEFIELD Page 1383 of 1954 PROPOSED COLLINS PARK DEVELOPMENT ADDENDA CONTENTS 7.Would you like a represent tive of our National Quality Control Committee to contact you? _Yes No Name&Phone(if contact is desired): Contact Information: Rick Zbranek, MAI Senior Managing Director (713)963-2863 CUSHMAN&WAKEFIELD Page 1384 of 1954 PROPOSED COLLINS PARK DEVELOPMENT ADDENDA CONTENTS Addendum C: Engagement Letter Page 1385 of 1954 CUSHMAN&WAKEFIELD DocuSign Envelope ID:D99424EC-6283-4B10-BE69-A0C8AB180153 CUSHMAN & Michael C.McNamara,MAI,MRICS 1111111, WAKEFIELD Executive Director Cushman&Wakefield Regional,Inc. 225 NE Miner Blvd Boca Raton,FL 33432 954-958-0319 Tel 954-771-3808 Fix Miceeel.McNamera.cus hweke.corn October 21,2020 Mr.Jimmy L.Morales City of Miami Beach City Manager 1700 Convention Center Drive Miami Beach,FL 33139 Re: 224 23rd Street Miami Beach,FL 33139 • Dear Mr.Morales Thank you for requesting our proposal for appraisal services(market rent study). This proposal letter will become, upon your acceptance,our letter of engagement to provide the services outlined herein. TERMS OF ENGAGEMENT I. PROBLEM IDENTIFICATION The Parties To This Agreement: Cushman & Wakefield (C&W) and the City of Miami Beach (Client). Intended Users: The appraisal will be prepared for the Client and is intended only for the use specified below. The Client agrees that there are no other intended users. Intended Use: To determine Market Value Appraisal of Ground Lease for Surface Parking Lot P51, located at 224 23rd Street, Miami Beach, Florida (Miami-Dade County Tax Folio No. 02-3226-001- • 0460)(the"Property"), Type of Opinion and Rights Leasehold Appraised: Date of inspection,date of completion and date o Date of Value: sP� � of stabilization. Subject of the Assignment and Proposed building uses and approximate square footages: • Relevant Characteristics: Stories: 7 floors, 75' maximum height o Ground floor- revenue- generating Retail or Cultural space - 5,400 Gross Square Feet ("GSF') + 2,100 GSF Housing Lobby +860 GSF MCB Lobby o 2nd Floor MCB dormitory space — 12,733 GSF o 3RD through 7TH Floors of Workforce Housing 12,068 GSF each o Total GSF for the project= 82,098 GSF. The property is located at 224 23rd Street, Miami Beach,Florida 33139. }{i IIII� CUSHMAN & I♦ WAKEFIELD Page 1386 of 1954 • DocuSign Envelope ID:D99424EC-6283-4810-BE69-A0C8AB180153 Mr.Jimmy L Morales City of Miami Beach October 21,2020 Page 2 Assignment Conditions: The assignment is based upon the following assignment conditions: Extraordinary Assumption—(to be cited) Hypothetical Condition—(to be cited) II. ANTICIPATED SCOPE OF WORK USPAP Compliance: C&W will develop an appraisal in accordance with USPAP and the Code of Ethics and Certification Standards of the Appraisal Institute. General Scope of Work: • Property Inspection to the extent necessary to adequately identify the real estate • Research relevant market data. in terms of quantity, quality, and geographic comparability, to the extent necessary to produce credible appraisal results • Consider and develop those approaches relevant and applicable to the appraisal problem. The fair market value of the proposed lease of the property, - with the valuation assuming the following parameters: (1) the property will be subject to workforce housing income and rent restrictions for the term of the lease; (2) the City's maximum financial contribution for the design and construction of the project is $200,000, with such amounts being subject to reimbursement by the Project (either from bond proceeds or net revenues of the Project); and (3) all financing for the Project will be non-recourse to the City, with no City guarantee or pledge of City revenues. ii. The comparison between the proposed rental rates and the market rates for rental units of the same size and character. iii. Evaluation and analysis of the proposed development and annual administrative fees within the pro forma attached as • III. REPORTING AND DISCLOSURE Scope of Work Disclosure. The actual Scope of Work will be reported within the report. Reporting Option: The appraisal will be communicated in an Appraisal Report. IV.FEE, EXPENSES AND OTHER TERMS OF ENGAGEMENT Fee: $7,000. All invoices are due upon receipt. The Client shall be solely responsible for C&Ws fees and expenses hereunder. Acknowledgement of this obligation is made by the countersignature to this agreement by an authorized representative of the Client. I)1I WA EFIELD Page 1387 of 1954 DocuSign Envelope ID:D99424EC-6283.4B10-BE69-A0C8AB180153 Mr.Jimmy L.Morales City of Miami Bosch October 21,2020 Page 3 Additional Expenses: Fee quoted is inclusive of expenses related to the preparation of the report. Retainer: A retainer of 50% is not required for this assignment in order to commence work. Report Copies: The final report will be delivered in electronic format. Up to three hard copies will be provided upon request. Start Date: The appraisal process wilt initiate upon receipt of signed agreement, applicable retainer, and the receipt of the property- specific data. Acceptance Date: This proposal is subject to withdrawal if the engagement letter is not executed by the Client within four(4)business days. Report Delivery: Delivery on November 6th, 2020 after receipt of your written authorization to proceed, assuming prompt receipt of necessary • property information. Payment of the fee shall be due and payable upon delivery of the report. Changes to Agreement: The identity of the Client, Intended User(s) identified herein, or Intended Use identified herein;the date of value;type of value or interest appraised; or property appraised cannot be changed without a new agreement. Prior Services Disclosure: USPAP requires disclosure of prior services performed by the individual appraiser within the three years prior to this assignment. The undersigned appraiser has not provided prior services within the designated time frame. Future Marketing Disclosure: Unless otherwise directed,at the conclusion of this engagement, we may disclose that we have appraised the subject property in future marketing documents and materials. Conflicts of Interest: C&W adheres to a strict internal conflict of interest policy. If we discover in the preparation of our appraisal a conflict with this assignment, we reserve the right to withdraw from the assignment without penalty. Further Conditions of Engagement: The Conditions of Engagement attached hereto are incorporated herein and are part of this letter of engagement IIIIICUSHMAN & II` WAKEFIELD Page 1388 of 1954 DocuSign Envelope ID:D99424EC-6283-4B10-BE69-A0C8AB180153 Mr.Jimmy L.Morales City of Miami Beach October 21,2020 Page 4 Cancellation of Engagement: Client may cancel this agreement at any time prior to C&Ws delivery of the appraisal report upon written notification to C&W. Client shall pay C&W for work completed on the assignment prior to C&Ws receipt of written cancellation notice, unless otherwise agreed upon by C&W and Client in writing. Withdrawal of Appraiser Prior to C&W may withdraw without penalty or liability from the Completion of Assignment: assignments) contemplated under this agreement before completion or reporting of the appraisal in the event that C&W determines, at C&Ws sole discretion, that insufficient information was provided to C&W prior to the engagement, that Client or other parties have not or cannot provide C&W with documentation or information necessary to C&Ws analysis or reporting, that conditions of the subject property render the original scope of work inappropriate, or that the Client has not complied with its payment obligations under this agreement. C&W shall notify the Client of such withdrawal in writing. Thank you for calling on us to render these services and we look forward to working with you. Sincerely, CUSHMAN&WAKEFIELD REGIONAL,INC. Michael.C.McNamara,MAI,I MRICS Executive Director cc: AGREED: CLIENT:CITY OF MIAMI BEACH nDocuSlgned by: 10/22/2020 I' Date: By: Al2A01CF0563453... Mr.Jimmy L.Morales City Manager Title: } E-mail Address: jimmvmoralesAmiamibeachfl.uov Phone Number: 305-673-7000 APPR('JFQ AS T FORM&LANGUAGE FOR EXECUTION �3T� 7T. !D I D `Z�� f Page 1389 of 1954 { DocuSign Envelope ID:D99424EC-6283-4B10-BE69-A0C8AB180153 information Needed to Complete the Assignment We understand that you will provide the following information for our review, if available. r Physical Information • Plot plan/survey and legal description • Building plans/leasing plan/stacking plan • Property Conditions Assessment Report ▪ Environmental reports 4 Financial Information • Sales history of the subjed property over the past three years at a minimum • 5 • 1 i IIIIIIII CUSHMAN & WAKEFIELD Page 1390 of 1954 DocuSign Envelope ID:D99424EC-6283-4B10-BE69IA0C8AB180153 i 1. } CONDITIONS OF ENGAGEMENT i 1) Each Intended User identified herein should consider the appraisal as only one factor together with its independent investment considerations and underwriting criteria in its overall investment decision. The appraisal cannot be used by any party br for any purpose other than the Intended User(s)identified herein for the Intended , Use described herein. 2) Unless identified expressly in this agreement,there are no third-party beneficiaries of agreement pertaining to the E appraisal, and no other person or entity shall have any right, benefit or interest under such agreement. The d identification of a party as an intended user of the appraisal does not mean that the party is a third-party beneficiary of the agreement. 3) The appraisal report will be subject to our standard Assumptions and Limiting Conditions, which will be I incorporated into the appraisal. All users of the appraisal report are specifically cautioned to understand the i standard Assumptions and Limiting Conditions as Well as any Extraordinary Assumptions and Hypothetical Conditions which may be employed by the appraiser and incorporated into the appraisal. 4) C&W shall have the right to utilize its affiliates in the performance of its services, provided that they comply with s the obligations of C&W pursuant to this engagement. 5) The appraisal report or our name may not be used in any offering memoranda or other investment material without the prior written consent of C&W,which may be given at the sole discretion of C&W. Any such consent,if given,shall be conditioned upon our receipt of an indemnification agreement from a party satisfactory to us and in l a form satisfactory to us. Fujthemtore,Client agrees to pay the fees of C&Ws legal counsel for the review of the material which is the subject of the requested consent. C&W disclaims any and all liability with regard to the appraisal prepared pursua t to the engagement to any party other than the Intended User(s). Under no circumstances will C&W consent to the quote, reference or inclusion of the appraisal in connection with crowd funding activities. Further,crlIowd funding investors are specifically excluded from any class of Intended Users. 6) In the event the Client provides a copy of the appraisal to,or permits reliance thereon by,any party not identified herein as an Intended Used Client hereby agrees to indemnify and hold C&W, its affiliates and the respective shareholders, directors, officers and employees, harmless from and against all damages, expenses, claims and costs, induding attorneys' fees, incurred in investigating and defending any claim arising from or in any way connected to the use of,or reliance upon,the appraisal by any such party. 7) The balance of the fee for the appraisal will be due upon delivery of a report. Payment of the fee is not contingent ) on the appraised value,a loan closing,or any other prearranged condition. Additional fees will be charged on an hourly basis for any work,which exceeds the scope of this proposal, including performing additional valuation scenarios,additional research and conference calls or meetings with any party,which exceed the time allotted by C&W for an assignment of Phis nature. If we are requested to stop working on this assignment, for any reason, prior to our completion of the appraisal, C&W will be entitled to bill the Client for the time expended to date at C&Ws hourly rates for the personnel involved. 1 8) If C&W or any of its affiliates or any of their respective employees receives a subpoena or other judicial command 1 to produce documents or Ito provide testimony involving this assignment in connection with a lawsuit or proceeding,C&W will use reasonable efforts to notify the Client of our receipt of same. However, if C&W or any i of its affiliates are not a party to these proceedings, Client agrees to compensate C&W or its affiliate for the professional time and reimburse C&W or its affiliate for the actual expense that it incurs in responding to any such i subpoena or judicial commend, including attorneys'fees, if any,as they are incurred. C&W or its affiliate will be compensated at the then prevailing hourly rates of the personnel responding to the subpoena or command for testimony. 1 9) By signing this agreement Client expressly agrees that its sole and exclusive remedy for any and all losses or 1 damages relating to this agreement or the appraisal shall be limited to the amount of the appraisal fee paid by the Client. In the event that the Client,or any other party entitled to do so, makes a claim against C&W or any of its affiliates or any of their respective officers or employees in connection with or In any way relating to this engagement or the appraisal, the maximum damages recoverable from C&W or any of its affiliates or their rl respective officers or employees shall be the amount of the monies actually collected by C&W or any of its 1 affiliates for this assignment and under no circumstances shall any claim for consequential, indirect, special, j punitive or liquidated damages be made. 10) C&W disclaims any and all liability to any party with regard to the appraisal report other than an Intended User 4 identified herein. 11) The fees and expenses shall be due G&W as agreed in this letter. If it becomes necessary to place collection of the fees and expenses due C&W in the hands of a collection agent andlor an attorney (whether or not a legal action is filed) Client agrees to pay all fees and expenses including attorneys' fees incurred by C&W in connection with the collection or attempted collection thereof. 12) Unless the time period is shorter under applicable law, any legal action or claim relating to the appraisal or this agreement shall be filed in court (or in the applicable arbitration tribunal, if the parties to the dispute have ; i diIIIN WAKFIELD I i Page 1391 of 1954 1 DocuSign Envelope ID:D99424EC-6283-4B10-BE69-A0C8AB180153 executed an arbitration agreement)within two(2)years from the date of delivery to Client of the appraisal report to which the daims or causes of action relate or,in the case of acts or conduct after delivery of the report,two(2) years from the date of the alleged acts or conduct.The time period stated in this section shall not be extended by any delay in the discovery or accrual of the underlying claims, causes of action or damages. The time period stated in this section shall apply to all non-criminal claims or causes of action of any type. 13) Notwithstanding that C&W may comment on, analyze or assume certain conditions in the appraisal, C&W shall have no monetary liability oil responsibility for alleged claims or damages pertaining to: (a) title defects, liens or encumbrances affecting the property; (b)the property's compliance with local, state or federal zoning, planning, building, disability access and environmental laws, regulations and standards; (c)building permits and planning approvals for improvements on the property;(d)structural or mechanical soundness or safety; (e)contamination, mold, pollution, storage tanks, animal infestations and other hazardous conditions affecting the property; and (f) other conditions and matters for which licensed real estate appraisers are not customarily deemed to have professional expertise. 14) Legal claims or causes of action relating to the appraisal or this agreement are not assignable,except (i)as the result of a merger, consolidation,sale or purchase of a legal entity.(ii)with regard to the collection of a bona fide existing debt for services but then only to the extent of the total compensation for the appraisal plus reasonable interest,or(iii)in the case oflan appraisal performed in connection with the origination of a mortgage loan,as part of the transfer or sale of the mortgage before an event of default on the mortgage or note or its legal equivalent. 15) Each party represents and warrants to the other that it,and all persons and entities owning(directly or indirectly) an ownership interest in it:(a)are not,and will not become,a person or entity with whom a party is prohibited from doing business under regulations of the Office of Foreign Asset Control ("OFAC') of the Department of the Treasury(including,but not limited to,those named on OFAC's Specially Designated and Blocked Persons list)or under any statute, executive order or other governmental action; and(b) are not knowingly engaged in, and will not knowingly engage in, ariy dealings or transactions or be otherwise associated with such persons or entities described in clause(a)above. 16) Each party represents and (warrants to the other that it(and any party acting on its behalf) has not, in order to enter into this agreement, offered,promised, authorized or made any payments or transfers of anything of value which have the purpose or effect of public or commercial bribery,kickbacks or other unlawful or improper means of doing business ("Prohibited Activity) and will not engage in Prohibited Activity during the term of this agreement. In the event of any violation of this section, the non-offending party shall be entitled to immediately terminate this agreement and take such other actions as are permitted or required to be taken under law or in equity. ) IIIIIII� WAKEFIELD Page 1392 of 1954 PROPOSED COLLINS PARK DEVELOPMENT ADDENDA CONTENTS Addendum D: Legal description CUSHMAN&WAKEFIELD Page 1393 of 1954 1; -3ZIEFR saW-c -r-Lr-1,..e Z17C70T 0110 ware., rneAM ROM`CO emww.mraromuu —egg—: O wm Swo : 1JIr-�wovw -VA-AMA ���eowi L wra'anse LOAM is SUMO MMDAVArv�Wore 0340,0 A113AMV?JBII IVNl�g2��I g7YIVNUlla 161211• 111111.1201113010M 3111114.13111114.Ullaa 4444140 : :1.A N31(0a 3a1{dDB1Nh'1am 16010300a334 d0 3 xals3a sdrnnW lAn1R alrnxvllAln 2131930 A.1.13 6'ON aMILLO2 pp.AMOI a 1.0 mlaszw -Tmm�aoerMeso �O O� S carom 3503311 WUlou 1 O VA bMfT• `�iie l x 903444 e n utaLa.W De-I myna LI-OZ-l0 La. o230032111 1 •MOV15 MOO L3071*9044134 La IMMMO 300 314444311.91001 (3mr1N4113 M�daMaim1V101.lite 000V1 731/11 A5) U MAMA LYIS d(w r SAMOA ON 1110&3'31(6 trx0tO3ma m MO ClVld 3AV NV330) 31441$1•010U 3441401440013'IV 300DVW D Sa1N1IN15 3311 5133P1 AMM73. p AVMoN 70U.0111110 All Mal M4400 aW a7434M6 sv ifci 109 304310101 Al 133 5 P1+ZZ D 1530 au 01=MOW ON 30x1 SI.413116 031DO31L Mu Ian wa11130 Manx —- - ,_11 11—_11 11—11' —4 — — s 1 :NOIl7d013112130 * ■ { ( )1 n $8. ���i-- i n a VW M'6f Ll N A�Y •': �'�-\six o4 // — •102 774 AWS4 CI N4l6ODr r1raA3006 D 31440 1 U31 - _ -—-- •(44alil O imam awe(sail 1490 OVA a 441344 1941 30 ONUYC3D T-- _'� ..l[ ,Y 440CM0O1OD 01/0107101 ail m a3Sra'(Nllia 3)41 N 313 4 MIAOW 0[i1 Sd31S. +i a. .7.- Mani 100x1 19001 D/9011094/ 441 44 310 al a37N31133(3 315 OM , ,• - I -/ 5(4494) 09 D 5W1Y701 O1.013!3311 10 144000 3073.94419 491444 / �,1 ] (Car 4444404143 444 31Vl a0Q 401440 14432 Y 'x11109 3111 Ol 3VlVSiI 9411 • ��-:e r) 1 Ma 44040 MMI I0 904024 0D 0010 4414=MU 3111 Mal a3SY0 3W do 11L.�4'l•1:h MI keens eau AO aa]Id30 d1 COMM WWI(Id 0143 ON 00400x)seiwz mad 1 % I L I • u�r •saaaaw 00191E mA 3311.d'in at 03100°00 NAM 514../MAWS MON.911 D44d V lWB 14410 / -AMMO 1NDQMYdia IOTA rN1 3N1 D ON 030NDN.All NOW al1rW11J I J 80101 An D LORI 3x1 110003-115 TM=.road Ala)a„31,BM IS a3wa j OL40-100-L100 -ZO 10840-100-9Zb£-ZO 0640-100-9ZZ£-ZO Away 44 330144 Lu O.l3nMs 00001.sl41 SOWS MOON r IDN SL Sall 1 0�1 OIIOJ I ON 01-1011--\1 0 OIIOj 211v SNiW 140331001 (_ D sue me 310 01109 m V Alt 03144701 amM13144 'On 1014 0111-0 9750 AMO° L 001 all CO 931(@1011 404430 1551 D Ata NOM a3SY0 3W 0944(m 04410 Mot /0_, N p I I I PALM Mann MOCMr 191ON 3Nl al wtrll MI NO 11010 a 90¢444313 - b 10 I O L l Ol Z t L Ol 'CO M 1131/011 31449 ION se NO/LlN SWIM 44904 Z 101 _ 9 101 9 101 1 NA '611'80440 41100310 3311 101¢°4900111 41 svw 1103°1 3100944 10311434 371LL r d, �d I, / As v I Z team 30NVAwW DLL to NO1d44041a Tarn MILL IDN / • re 0-LLQ 'RE. / Al< OW 11a110a4 3x1 A6 a31Nd3aa 501 WON WINS SV SON1 D w0a1Os30 3111 • 1.j -OS £Z •e 0 3�m -• a __-_miv ,.00 I 1t�Iad100� O IOII 8 1 S310N S210J.3n21n� ,..,,,„7. 8, _ ;,'.,,===a 7�!- 40442111311VN01932l�HOV�B MINII �/,� .�, i�r i°i�4�i�1.it l tial m 310A 5303 IMO 131 3Wr05 04090 0194100 _• - I L II C---, --A I IrL-51 .1 — I , . jpI r0G7!111140 30440-0501 104430 44501 D 410 911 �� • -=-=-=-4 • -IL �, 34 M 0041 1144•.S1V.JW 1N31OI0H1 10100 1(w M0 Al MOM!140310 IVOKiNOa/� , r 1 ' . • . ' '- 1ND031aDdr31m0111V.Orta D t 1401 t1 ON 049 V a 5101 9.074311111 - aa'l '(tl'0'0 'L 'Ord' '0'd) 4.44 001 / '-_' l_ _..- MA :_1 XMIlla'0100•_ ANVa400 1N3113A021del HOV38 Q I-0 c x A D OM MA AMOS 133 01 A16111009 ant SIM al®OU / -_ .b1ll .• _ INVIN 3H1 d0 04490 IL030N3WV 2S51 m — 311000 30(0-0901 D NM='.114 0 as Y Dad 144 C]WB 1449 M NairaiMial au ar all MODOCIAMANI M alm 1�`t 1344 0AlMilklel 11 1 swim - 1111- .I.7 4093,,. ..•. i Ilk •111 Z 903048 .'' e. o a.xi (5010!137Wd 00000 0) �� �L, Mad I 9/ 144 r t•' r 1 0 -115► SGNV1 3O NOLLd12IOS34 ///, , 4.00'0013.ef:zo.O1S 7 I y 10 I fl15► L 101 9 101 I / 140112 L I N7V*3a1�NO3 I I p qr....). H013>IS NOI1V001 X00004123° m e I0� / I I —+S3L3Y YI 11- 0 O c — MOM MAYA * KIM Dx 0vv�� / 1 s L-. '.1 .L33.T• 21Yd I OS MVP $ m MEW N a DON Sad 903 d - 33199 741=10 v 3941 wvv v 01. MOO 11'01,31 am 3171 NOV 0190! d1 O! �L 53161 D dal 74 21 DEMO Mia Ma / (OdNI ON003!ON)1N31135r3 bi i I01(N N]I®1WxOdlll 1141 iMMA3L •13 ---a+ -� M 6 �- LI O1 _� �I An-D-11°0_9/9 -'ONO _ - L I.• Ci-� - '( I * fieti, b1(OWl D 19000 IA 19314441031 3L A '101 ONIM21tld-I 341x=1 3019011 D 1110 Dlld DN3!NMI ravN7 3n 0940-1001-9ZZ£-ZO g 3700 1134400 ad 31~310 10 3 �� V I ON pll0� MND111W D DOM DOA 0909 WI AD DOM 0Oa 904310 OW MVO Oro Ni..111 II 3/0111a3a10d i 3010000 14010 31309°° Sm C MmlvAMO 0111dIW D 111°0 aid 16440 HUM • '4 -.11.11:/1,1 1 M ON -4441 rrimev 1N� /Alt I dot,E) I ��/ AO MO AS MN 3nIOO 101 1` 'I910X31 DW 1 O .•. _� I. =SNOIlb'In321883d �8 GN393� a �� ' ” v � 1 J 0'051 3 BfZO I -x;,,_ 1^',.- � -1-- MON 0911 (•du)Item 1I ztrL Dredd TON m3DS'OM _ $ I • �. • � 0 AL (ygyma a91�(SeS �L3)gOB I D 3907,vineuNON'31/0 TINOOO I _b1111--- - ___L._,1,--r— NOI1dO0l HO13>1S (3OV1N0xd HUM 41104 1505 000'441 Ws.00) • (LVid 3AV OLLNV1LV) 133HLS PO PROPOSED COLLINS PARK DEVELOPMENT ADDENDA CONTENTS Addendum E: Comparable Land Sale Data Sheets CUSHMAN&WAKEFIELD Page 1395 of 1954 LAND SALE COMPARABLE 1 Property Name: 1001 Park West Address: 1016 Northeast 2nd Avenue .-`,;;;;;;V-ft: --- City,State,Zip: Miami FL 33132 Jurisdiction: Miami-Dade County MSA: Miami " Submarket: _ Property Type: Land `- , • Property Subtype: Residential(Multi-Family)For Rent 6 Classification: N/A ) .. .r,- --�-rn rn s- , 4 ID: 558401 1.r: 0.• 3. , Tax Number(s): N/A PROPERTY INFORMATION-. . -,- " Site Area(Acres): 1.0216 Public Utilities: All Available Site Area(Sq.Ft.): 44,500 Electricity: Yes Zoning: T6-60a-0 Water: Yes Utility: Good Sewer: Yes Access: Good Gas: N/A Frontage: Good Proposed Use: Residential-Multi-Family Visibility: Good Maximum FAR: 3.03 Shape: Rectangular Potential Building Area: 134,835 Topography: Level Potential Units:: 450 Entitlements: No • SALE INFORMATION •_;_ -_____ Status: Closed Sale OAR: N/A Sale Date: 7/2020 NOI: N/A Sale Price: $18,849,200 Price per Sq.Ft.: $423.58 Value Interest: Fee Simple Price per Acre: $18,450,666 Grantor: MWC Block A LLC Price per Potential Building Area: $139.79 Grantee: Akara Partners Price per Potential Units: $41,887 Financing: N/A Condition of Sale: Arm's Length VERIFICATION COMMENTS. v - Broker verified-James Quinn,C&W COMMENTS t - This was an arms length transaction of a 1.02 ac're site in the Miami World Center district on the eastern portion of a site located at the southeast corner of NE 10th Street and NE 2nd Avenue.The site is located adjacent to the Eleventh Street Metromover station in Downtown Miami.The property was under contract pre-Covid 19 pandemic and pricing was not affected due to the pandemic.The purchaser intends to develop the site in two separate phases.The first phase will be a 39 story,436,258 total square foot residential tower containing 450 micro-units for rent,251 parking spaces and 16,000 square feet of ground floor retail.The second phase is planned to be a 79 story residential tower with average unit sizes under 1,000 square feet.Total planned development of the site will consist of over 1,100,000 square feet,including 16,000 square feet of ground floor retail space.However,the site was purchased and underwritten based on 450 units.The property was marketed to specific developers for 4-6 months. Page 1396 of 1954 VALUATION&ADVISORY111111 WAKEFIELD LAND SALE COMPARABLE 2 Address: 75 Northwest 24th Street City,State,Zip: Miami FL 33127 Jurisdiction: Miami-Dade County MSA: Miami Submarket: Miami-Dade County _ Property Type: Land i Property Subtype: Residential(Multi Family)For Rent :4 ,, �` , .4314 a* Classification: N/A __ ID: 558644 Tax Number(s): N/A PROPERTY INFORMATION - .ti .. Site Area(Acres): 1.6299 Public Utilities: All Available Site Area(Sq.Ft.): 71,000 Electricity: Yes Zoning: 15-0 Water: Yes Utility: Good Sewer: Yes Access: Good Gas: Yes Frontage: Good Proposed Use: Mixed Use Visibility: Good Maximum FAR: N/A Shape: Irregular Potential Building Area: N/A Topography: Level Potential Units:: 321 Entitlements: No SALE INFORMATION._ • ,- , Status: Closed Sale OAR: N/A Sale Date: 1/2020 NOI: N/A Sale Price: $34,750,000 Price per Sq.Ft.: $489.44 Value Interest: Fee Simple Price per Acre: $21,320,326 Grantor: Amli Residential Properties Price per Potential Building Area: N/A Grantee: Tristar Capital Price per Potential Units: $108,255 Financing: N/A Condition of Sale: Arm's Length VERIFICATION COMMENTS '- Listing Broker COMMENTS - _: x:_ The listing broker indicated that this was an arm' length transaction that was openly marketed and consists of eight parcels located on NW 24th and NW 25th Streets that are contiguous,with the exception of one parcel,which is separated by from the other contiguous parcels by another property.The purchaser intends to redevelop the property into a mixed-use project and at the time of sale underwrote the property based on a projected development of 321 multifamily units and 45,000 square feet of ground floor retail.There parcels contained older improvements on-site that totaled 41,000 square feet, as well as a surface parking lot at the time of sale;however,the site was purchased for its redevelopment potential. Page 1397 of 1954 VALUATION&ADVISORY1111111 WAKEFIELD LAND SALE COMPARABLE 3 Property Name: Wynwood 28 Address: 127 Northwest 27th Street ..- City,State,Zip: Miami FL 33127 :411 Jurisdiction: Miami-Dade County MSA: v .f Submarket: Property Type: Land 4. Property Subtype: Residential(Multi-Family)For Rent R Classification: N/A ID: 520192 g -_ Tax Number(s): Multiple .. :PROPERTY INFORMATION Site Area(Acres): 0.7782 Public Utilities: All Available Site Area(Sq.Ft.): 33,898 Electricity: Yes Zoning: T5-L Water: Yes Utility: Good Sewer: Yes Access: Average Gas: N/A Frontage: Good Proposed Use: Mixed Use Visibility: Good Maximum FAR: N/A Shape: Irregular Potential Building Area: N/A Topography: Level Potential Units:: 152 Entitlements: No SALE INFORMATION Status: Recorded Sale OAR: N/A Deed Reference: 31551-4021 NOI: N/A Sale Date: 7/2019 Price per Sq.Ft.: $317.72 Sale Price: $10,770,000 Price per Acre: $13,839,790 Value Interest: Fee Simple Price per Potential Building Area: N/A Grantor: Investments 120,LLC Price per Potential Units: $70,855 Grantee: Wynwood 28 Owner LLC Financing: Cash to Seller Condition of Sale: Arm's Length VERIFICATION COMMENTS Deed,News Publication:Miami-Dade Comptroller/Katherine Kallergis,Miami-Dade/The Real Deal OMMENTS The comparable land sale is located in the northwest quadrant of Northwest 27th Street and Northwest 1st Avenue in the Wynwood District,Miami-Dade County,Florida.The property is an assemblage of multiple parcels that sold on the 29th of July 2019.The parcels total 33,898 square feet of land and sold for$10,770,000.The property is part of a joint venture between Kushner Companies and Block Capital Group who intend to develop a mixed-use multifamily and retail property on the site containing 152 apartments units.Construction is expected to begin in mid-2020. Page 1398 of 1954 VALUATION&ADVISORY MITI L WAKEFIELD LAND SALE COMPARABLE 4 Property Name: 5700 Biscayne Site Address: 5700 Biscayne Boulevard City,State,Zip: Miami FL 33137 Jurisdiction: Miami-Dade County MSA: Miami :_ �, Submarket: '4 Property Type: Land Property Subtype: Residential(Multi-Family)For Rent Classification: N/A 3 ID: 474722 • Tax Number(s): N/A 3 PROPERTY INFORMATION Site Area(Acres): 2.2200 Public Utilities: All Available Site Area(Sq.Ft.): 96,703 Electricity: Yes Zoning: T6-80 Water: Yes Utility: Good Sewer: Yes Access: Good Gas: N/A Frontage: Good Proposed Use: Residential-Multi-Family Visibility: Good Maximum FAR: N/A Shape: Irregular Potential Building Area: N/A Topography: Level Potential Units:: 283 Entitlements: No SALE INFORMATION - Status: Recorded Sale OAR: N/A Deed Reference: N01: N/A Sale Date: 6/2017 Price per Sq.Ft.: $201.65 Sale Price: $19,500,000 Price per Acre: $8,783,784 Value Interest: N/A Price per Potential Building Area: N/A Grantor: 57BB Investments LLC Price per Potential Units: $68,905 Grantee: BLVD 57 LP Financing: N/A Condition of Sale: Arm's Length VERIFICATION COMMENTS ,- -Confidential COMMENTS ` This was an arms length transaction of a multifamily site that has frontage along Biscayne Boulevard.The purchaser intends to develop an eight story apartment tower on-site that will contain 283 for rent apartment units along with 27,290 square feet of ground floor retail. Page 1399 of 1954 VALUATION&ADVISORY1111111 WAKEFIELD LAND SALE COMPARABLE 5 Property Name: 0.32 Acre Site Address: 2200 SW 3rd Avenue City,State,Zip: Miami FL 33129 - 4k-. Jurisdiction: Miami-Dade County ,0" f---,..- --.!'x---E MSA: Miami 1 Submarket: 'r �` F Property Type: Land \\ Property Subtype: Residential(Multi-Family)For Rent • �_ F Classification: N/A - ID: 446252 41� Tax Number(s): 01-4138-001-1110 PROPERTY INFORMATION -. . . Site Area(Acres): 0.3223 Public Utilities: All Available Site Area(Sq.Ft.): 14,040 Electricity: Yes Zoning: T6-8-O Water: Yes Utility: Good Sewer: Yes Access: Good Gas: N/A Frontage: Good Proposed Use: Residential-Multi-Family Visibility: Good Maximum FAR: N/A Shape: Rectangular Potential Building Area: 65,253 Topography: Level Potential Units:: 46 Entitlements: No SALE INFORMATION - - Status: Recorded Sale OAR: N/A Deed Reference: Book 30497, Page 1392 NOI: N/A Sale Date: 4/2017 Price per Sq.Ft.: $226.14 Sale Price: $3,175,000 Price per Acre: $9,851,070 Value Interest: Fee Simple Price per Potential Building Area: $48.66 Grantor: Epic Developers Group,LLC Price per Potential Units: $69,022 Grantee: Valley Global AA,LLC Financing: N/A Condition of Sale: None - VERIFICATION COMMENTS M - ___ Public records and CoStar COMMENTS == - This 0.32 acre site is located on the east corner of SW 3rd Avenue and SW 22nd Road,in Miami.The site is zoned 16-8-0 and has 238 feet of street frontage.The site was acquired for redevelopment with a new multifamily project currently known as AVA.As per public records the proposed improvements include an 8-story building with 46 residential units.This property sold in April 2017 for$3,175,000 or$226.14 per square foot of land. Page 1400 of 1954 VALUATION'S,ADVISORY 111111k WAKEFIELD LAND SALE COMPARABLE 6 Property Name: Modera Edgewater Address: 411 NE 24th Street City,State,Zip: Miami FL Jurisdiction: Miami-Dade County 1 - , ,` MSA: a_ • Submarket: l ,°easy r, Property Type: Land 1 ,. w� ' Property Subtype: Residential(Multi-Family)For Rent a •-- �'° -.:-744'''''w-4—' r ;4—' Classification: N/A .,.j _' ID: 415533 1 ••=1=---,-"- :--=-1-:-.,y-" Tax Number(s): N/A PROPERTY INFORMATION . , ,. - Site Area(Acres): 1.9900 Public Utilities: All Available Site Area(Sq.Ft.): 86,684 Electricity: Yes Zoning: T6-36a L Water: Yes Utility: Good Sewer: Yes Access: Good Gas: Unknown Frontage: N/A Proposed Use: Residential-Multi-Family Visibility: Average Maximum FAR: N/A Shape: Rectangular Potential Building Area: N/A Topography: Level Potential Units:: 297 Entitlements: No SALE INFORMATION `-- Status: Recorded Sale OAR: N/A Deed Reference: NOI: N/A Sale Date: 3/2017 Price per Sq.Ft.: $236.49 Sale Price: $20,500,000 Price per Acre: $10,301,555 Value Interest: Fee Simple Price per Potential Building Area: N/A Grantor: 24 ON THE BAY TWO LLC Price per Potential Units: $69,024 Grantee: MCREF EDGEWATER LLC Financing: N/A Condition of Sale: Arm's Length VERIFICATION COMMENTS Purchaser COMMENTS The purchaser intends to develop a 297-unit apartment complex within an eight-story apartment building.The property is located just west of Biscayne Bay. • Page 1401 of 1954 VALUATION&ADVISORY IIIIIIk WAKEFIELD PROPOSED COLLINS PARK DEVELOPMENT ADDENDA CONTENTS Addendum F: Comparable Improved Sale Data Sheets • CUSHMAN&WAKEFIELD Page 1402 of 1954 IMPROVED SALE COMPARABLE 1 Property Name: AMLI at Flagler Village Address: 440 NE 4th Avenue City,State,Zip: Fort Lauderdale FL 33301-3467 MSA: Fort Lauderdale -A" "" Jurisdiction: Broward Submarket: Property Type: Multi-Family Property Subtype: Mid/High-Rise Classification: N/A ID: 569757 Tax Number(s): 50-42-03-03-0240 PROPERTY INFORMATION - Site Area(Acres): 3.06 Number of Units: 218 Site Area(Sq.Ft.): 133,294 Average Unit Size: 1,047 Gross Bldg Area: 423,693 Number of Buildings: 1 Net Bldg Area: 228,143 Number of Stories: 7 Year Built: 2009 Class: • A Last Renovation: N/A Number of Parking Spaces: 369 Quality: Good Parking Ratio: 1.69:1,000 Condition: Good Resident Type: Market Rate Density(Units/Acre): N/A COMMON AMENITIES Common Amenities: Resort-style swimming pool with sundeck,Outdoor entertainment area with barbecue grills,Landscaped courtyards with outdoor pool table&freplace,Private dog park and paw wash,Direct access parking,Gated entrance/controlled access.Scenic views UNIT AMENITIES Unit Amenities: Gourmet kitchens with chef-quality GE ENERGY STAR®stainless steel appliances,Granite slab countertops,Chef's islands& pendant lighting,Contemporary track and recess lighting,Modem plumbing fixtures,Espresso hardwood flooring,Granite slab SALE INFORMATION Status: Closed Sale OAR: 4.35% Sale Date: 9/2020 Cap Rate Type: Pro Forma Sale Price: $73,000,000 NOI: $3,175,500 Price per Unit $334,862 NOI per Sq.Ft.: $7.49 Value Interest: Fee Simple NOI per Unit: $14,567 Grantor: AMLI Residential Properties Trust Occupancy: 93.00% Grantee: Jenco Properties Expense Ratio: N/A Financing: N/A EGIM: N/A Condition of Sale: Arm's Length VERIFICATION COMMENTS = - Listing Broker,C&W COMMENTS e - - This was an openly market transaction of a Clads A apartment complex located in the Flagler Village area of Downtown Ft.Lauderdale.There was no deferred maintenance accounted for in the sales price and the purchase price was agreed upon after the Covid-19 pandemic began;however,there was no effect on pricing.The financials are basad on the year one proforma,which accounted for an increase in real estate taxes based on the sales price. Paae 1403 of 1954 VALUATION&ADVISORY IIIIIII0 WAKEFIELD IMPROVED SALE COMPARABLE 2 Property Name: The District Address: 8240 West 21st Lane City,State,Zip: Hialeah FL 33016 ,w-tf- f MSA: Miami (� Jurisdiction: Miami-Dade • '- I . — 4. Submarket: I ,�W'• DIY Property Type: Multi-Family r r ill ■ ( i�"°q' Property Subtype: Garden/Low-Rise • . - --.- Classification: N/A ID: 546876 ',,,.° -t Tax Number(s): 04-2027-087-0100 PROPERTY INFORMATION ° ' Site Area(Acres): 1.18 Number of Units: 39 Site Area(Sq.Ft.): 51,298 Average Unit Size: 782 Gross Bldg Area: 33,701 Number of Buildings: 1 Net Bldg Area: 30,480 Number of Stories: 3 Year Built: 2019 Class: C Last Renovation: N/A Number of Parking Spaces: 60 Quality: Good Parking Ratio: 1.54:1,000 Condition: Good Resident Type: Market Rate Density(Units/Acre): 33.05 COMMON AMENITIES - ` Common Amenities: Controlled aCcess,laundry facility,assigned parking. UNIT AMENITIES - Unit Amenities: Impact wind ws,tile flooring,in-unit washer/dryers,granite countertops and walk in closets. SALE INFORMATION °".def Status: Recorded Sale OAR: 4.44% Deed Reference: Book 31820, Page 1808 Cap Rate Type: Pro Forma Sale Date: 2/2020 NOI: $428,460 Sale Price: $9,650,000 NOI per Sq.Ft.: $12.71 Price per Unit: $247,436 NOI per Unit: $10,986 Value Interest: Leased Fee Occupancy: 97.40% Grantor: Hialeah 1.2 Acres, LLC Expense Ratio: N/A Grantee: 8250 District,LLC EGIM: N/A Financing: N/A Condition of Sale: Arm's Length VERIFICATION COMMENTS =_,,` Public records and CoStar.Buyer broker,Angel Fuentes of Florida Capital Realty(786)953-5870 COMMENTS . °1- ''4•- This property is located on the southwest corner of W.84th Street and W 20th Avenue,just west of the Palmetto Expressway,in Hialeah.The improvements consist of a three-story 39-unit apartment building with 30,480 square feet of living area,situated on a 1.18-acre site.The building is CBS construction and was built in 2019.The property was reportedly 97.4%occupied at sale. Unit mix consists of(12)1-bed/1-bath units,and(27)2- bed/2-bath units.This property sold in February 2020 for$9,650,000 or$247,436 per unit,with a reported capitalization rate of 4.44%. Paae 1404 of 1954 VALUATION&ADVISORY IIIIIII•WAKEFIELD IMPROVED SALE COMPARABLE 3 Property Name: ORA Flagler Village Address: 673 NE 3rd Avenue - - - -- City,State,Zip: Fort Lauderdale FL 33304 t..;.44:;..- MSA: Fort Lauderdale , 3 : __: -- 1=;,__i;..:_- �...,�.: Jurisdiction: Broward _ 1 - E i''-'1,7!-T---: Submarket: n --• '•` 1 Property Type: Multi-Family \‘.t' a t t, , 14 3:_-. '.a Property Subtype: Mid/High-Rise .. ire.. Et 1.., .,, • - _ 4 r-- Classification: N/A - � ID: 490546 *- Tax Number(s): N/A PROPERTY INFORMATION-, - - Site Area(Acres): 2.40 Number of Units: 292 Site Area(Sq.Ft.): 104,544 Average Unit Size: 856 Gross Bldg Area: 424,412 Number of Buildings: 1 Net Bldg Area: 249,953 Number of Stories: 6 Year Built: 2018 Class: A Last Renovation: N/A Number of Parking Spaces: 361 Quality: Good Parking Ratio: 1.24:1,000 Condition: Good Resident Type: Market Rate Density(Units/Acre): 121.67 COMMON AMENITIES . `" - Common Amenities: N/A UNIT AMENITIES ,-rc •-at = Unit Amenities: N/A SALE INFORMATION - Status: Recorded Sale OAR: 4.50% Deed Reference: 116044776 Cap Rate Type: Pro Forma Sale Date: 9/2019 N01: $4,180,500 Sale Price: $92,900,000 NOI per Sq.Ft.: $9.85 Price per Unit: $318,151 NOI per Unit: $14,317 Value Interest: Fee Simple Occupancy: 94.00% Grantor: Fairfield Residential Expense Ratio: 36.30% Grantee: WTI,Inc. EGIM: 7.86 Financing: N/A Condition of Sale: Arm's Length VERIFICATION COMMENTS -'-° '.-Z-- - - Broker verified-Zach Sackley C&W COMMENTS - __ This was an arms length transaction of a recently completed mid-rise apartment complex.The financials are based off the brokers year one proforma. The property was marketed for five weeks with three best and final offers. Pace 1405 of 1954 VALUATION&ADVISORY dlillik WAKEFIELD IMPROVED SALE COMPARABLE 4 Property Name: The Place at Dania Beach Address: 180 East Dania Beach Boulevard City,State,Zip: Dania FL 33004 . MSA: Fort Lauderdale Jurisdiction: Broward Submarket: .' Property Type: Multi-Family • Property Subtype: Garden/Low-Rise Classification: N/A • ID: 426102 ;I : z Win -1 i1 Y Tax Number(s): N/A . r... T• ; 5f.. Ilk. • • PROPERTY INFORMATION ' . , Site Area(Acres): 1.93 Number of Units: 144 Site Area(Sq.Ft.): 84,071 Average Unit Size: 890 Gross Bldg Area: 155,970 Number of Buildings: 1 Net Bldg Area: 128,160 Number of Stories: 7 Year Built: 2017 Class: A Last Renovation: N/A Number of Parking Spaces: 260 Quality: Good Parking Ratio: 1.81:1,000 Condition: Good Resident Type: Market Rate Density(Units/Acre): 74.61 COMMON AMENITIES ' . Common Amenities: N/A UNIT AMENITIES; Unit Amenities: N/A SALE INFORMATION =-" Status: Recorded Sale OAR: 4.75% Deed Reference: Cap Rate Type: N/A Sale Date: 10/2018 NOI: $1,805,000 Sale Price: $38,000,000 NOI per Sq.Ft.: $11.57 Price per Unit: $263,889 NOI per Unit: $12,535 Value Interest: Fee Simple Occupancy: 98.00% Grantor: AHS Development Group Expense Ratio: N/A Grantee: Guillermina Dawson Trust EGIM: N/A Financing: N/A Condition of Sale: N/A VERIFICATION:COMMENTS - - 4,4 - = - Broker verified COMMENTS - �. -" = This was an arms length transaction of a multi-family building with 6,771 square feet of retail on the ground level.At the time of sale,the property was 98 percent occupied on the apartment side and lwas vacant on the retail side with two pending move-ins that will bring the retail occupancy to 29 percent..The NOI and cap rate are based off the total income and expenses for the property.A real estate tax increase was account for in the proforma going in rate.Broker noted the buyer allocated between 1 million and 1.5 million to the retail. Paae 1406 pf 1954 VALUATION&ADVISORY IIIIIII(1 WAKE HELD IMPROVED SALE COMPARABLE 5 Property Name: The Modem Miami . -° Address: 1444 NW 14th Avenue -_ - City,State,Zip: Miami FL 33125-1686 -, i MSA: Miami _4: ii 7; Jurisdiction: Miami-Dade ,_ s u Submarket: {_ Property Type: Multi Family F 4 "� Property Subtype: Mid/High-Rise °° Classification: N/A ss. ItID: 436498 - . ' Tax Number(s): 01-3135-010-0430,01-3135-010-0480 Thru 01-3 135-010-0500 PROPERTY INFORMATION . Site Area(Acres): 1.76 Number of Units: 166 Site Area(Sq.Ft.): 76,666 Average Unit Size: 1,033 Gross Bldg Area: 377,438 Number of Buildings: 1 Net Bldg Area: 167,851 Number of Stories: 20 Year Built: 2014 Class: A Last Renovation: N/A Number of Parking Spaces: 319 Quality: Good Parking Ratio: 1-92:1,000 Condition: Good Resident Type: Market Rate Density(Units/Acre): 94.32 COMMON AMENITIES =." R Common Amenities: N/A UNIT AMENITIES ` _ Unit Amenities: N/A - SALE INFORMATION Status: Recorded Sale OAR: 4.17% Deed Reference: Cap Rate Type: N/A Sale Date: 11/2018 NOI: $1,810,163 Sale Price: $43,450,000 NOl per Sq.Ft.: $4.80 Price per Unit: $261,747 NOl per Unit: $10,905 Value Interest: Fee Simple Occupancy: 93.40% Grantor: Waterton Residential,LLC Expense Ratio: 51.31% Grantee: Mill Creek Residential Trust LLC EGIM: 11.68 Financing: N/A Condition of Sale: Arm's Length VERIFICATION-COMMENTS;.-- _ - - Listing broker and purchaser COMMENTS r " .• '':, This property was an openly marketed transaction of an apartment complex located within the. Civic Center area of Miami.The financials are based on trailing income and expenses.The purchaser intends to renovate the units at the subject and increase the in place rents.The total sales price for the property was$47,450,000.The purchaser has allocated$4,000,000 of the total purchase price to the excess land parcel,whereby the purchaser intends to develop a 97 unit apartment complex ion site and leverage the existing parking garage at the subject for any potential development on the excess land site that consists of 0.38-acres.Therefore,the apartment component of the subject was underwritten at$43,450,000. VALUATION &ADVISORY NIIIIII WAK FIELD IMPROVED SALE COMPARABLE 6 Property Name: The Queue Address: 817 SE 2nd Avenue — e ¢ .- City,State,Zip: Fort Lauderdale FL 33316-1002 0,y. MSA: Fort Lauderdale O: . ..,7-..---7=,,,,-1---...,, = Jurisdiction: Broward r Submarket: srProperty Type: Multi-Family _ _ : ■ ' Property Subtype: Mid!High-Rise ✓ - Classification: N/A ID: 391248 - Tax Number(s): 50-42-10-1G-0010 THRU 50-42-10-1G-0012,50-42 -10-64-0170,50-42-10-64-0180,50-4.. PROPERTY INFORMATION ; " - Site Area(Acres): 1.61 Number of Units: 192 Site Area(Sq.Ft.): 70,132 Average Unit Size: 805 Gross Bldg Area: 242,466 Number of Buildings: 1 Net Bldg Area: 154,568 Number of Stories: 7 Year Built: 2017 Class: A Last Renovation: N/A Number of Parking Spaces: 318 Quality: Good Parking Ratio: 1.66:1,000 Condition: Good Resident Type: Market Rate Density(Units/Acre): N/A COMMON'AMENITIES Common Amenities: N/A UNIT AMENITIES Unit Amenities: N/A SALE INFORMATION ._, Status: Recorded Sale OAR: 4.60% Deed Reference: Cap Rate Type: N/A Sale Date: 2/2018 N01: $2,438,000 Sale Price: $53,000,000 NOl per Sq.Ft.: $10.06 Price per Unit: $276,042 NOI per Unit: $12,698 Value Interest: Fee Simple Occupancy: 95.00% Grantor: 9TH Street Property LLC Expense Ratio: N/A Grantee: BP Q LLC EGIM: 11.74 Financing: N/A Condition of Sale: Arm's Length VERII fC4T!!ON COMMENTS Broker verified. COMMENTS This was an arms length transaction. The were four best and final offers made and marketed for four weeks. This is a newer Class A apartment located on the south side of The New River in downtown Fort Lauderdale. It is located within walking distance to the new court house and a multi-level Publix. Paae 1408 of 1954 VALUATION&ADVISORY IIIIII1 WAKEFIELD IMPROVED SALE COMPARABLE 7 Property Name: Aviva Coral Gables Address: 3880 Bird Road City,State,Zip: Miami FL 33146-1533 •;V MSA: Miami LI I } 4 ` r • Jurisdiction: Miami-Dade --. - '' ' Submarket: 4 t_ i- Property Type: Multi-Family • 1 - 11 y Property Subtype: Mid/High-Rise Classification: N/A ID: 231225 Tax Number(s): 01-4120-069-0010,01-4120-069-0010 PROPERTY INFORMATION "." Site Area(Acres): 2.06 Number of Units: 276 Site Area(Sq.Ft.): 89,575 Average Unit Size: 897 Gross Bldg Area: 247,752 Number of Buildings: 1 Net Bldg Area: 247,752 Number of Stories: 8 Year Built: 2014 Class: A Last Renovation: N/A Number of Parking Spaces: 414 Quality: Good Parking Ratio: 1.50:1,000 Condition: Good Resident Type: Market Rate Density(Units/Acre): N/A COMMON AMENITIES • . Common Amenities: N/A UNIT AMENITIES Unit Amenities: N/A SALE INFORMATION r = '.`. ^- Status: Recorded Sale OAR: 3.50% Deed Reference: Cap Rate Type: N/A Sale Date: 6/2017 N01: $3,500,000 Sale Price: $100,000,000 NOI per Sq.Ft.: N/A Price per Unit: $362,319 NOI per Unit: $12,681 Value Interest: Fee Simple Occupancy: 92.00% Grantor: Ponce&Bird Miami Development LLC Expense Ratio: N/A Grantee: Berkshire Group EGIM: N/A Financing: N/A Condition of Sale: Arm's Length VERIFICATION COMMENTS° '" ' Broker verified. COMMENTS = e _ ". This was an arms length transaction openly ma iketed for 8 weeks prior to the initial call for offers. Proforma going in rate at the time of sale was 4.5% cap rate on buyer's year 1 pro forma adjusted for post-closing property taxes.3.5%cap rate on actual in-place NOI. There were 5 best and final offers. Paae 1409 of 1954 VALUATION&ADVISORY IIHIII0 WAKEFIELD IMPROVED SALE COMPARABLE 8 Property Name: Soleste Club Prado - Address: 950 SW 57th Avenue City,State,Zip: Miami FL 33144-5084 ,-4-4'-•i'' '' MSA: Miami At 4 ,i r ±, Jurisdiction: Miami-Dade - k - Submarket: 14 ' ':I Property Type: Multi Family ;. Property Subtype: Mid/High-Rise j " Classification: N/A _. ID: 168259 1' ! ` Tax Number(s): 15-4012-014-0220,15-4012-014-0230,15-4012-01 4-0250,15-4012-016-0220,15-4012-0.. PROPERTY INFORMATION • Site Area(Acres): 1.76 Number of Units: 196 Site Area(Sq.Ft.): 76,666 Average Unit Size: 861 Gross Bldg Area: 168,872 Number of Buildings: 1 Net Bldg Area: 168,872 Number of Stories: 8 Year Built: 2017 Class: A Last Renovation: N/A Number of Parking Spaces: 248 Quality: Excellent Parking Ratio: 1.27:1,000 Condition: Excellent Resident Type: N/A Density(Units/Acre): N/A COMMON AMENITIES F Common Amenities: N/A UNIT AMENITIES , Unit Amenities: N/A SALE INFORMATION pry. . Status: Recorded Sale OAR: 4.60% Deed Reference: Cap Rate Type: N/A Sale Date: 5/2017 N01: $2,806,000 Sale Price: $61,000,000 NOI per Sq.Ft.: $16.62 Price per Unit: $311,224 NOl per Unit: $14,316 Value Interest: Fee Simple Occupancy: 94.00% Grantor: Estate Investment Group Expense Ratio: N/A Grantee: Grand Peaks EGIM: N/A Financing: N/A Condition of Sale: None WVERIFICATION COMMENTS Broker verified COMMENTS " ,Yt- r` This was an arms length transaction. The real estate tax increase was accounted for in proforma at 82.5%. The property has a very good location as it is between Coral Gables and Blue Lagoon. Inl addition,it has many amenities within walking distance from its location-Parks, Publix,Restaurants and bars. Paae 1410 of 1954 VALUATION&ADVISORY Alb WA EFIAELD PROPOSED COLLINS PARK DEVELOPMENT ADDENDA CONTENTS Addendum G. Developer's Prof rma CUSHMAN&WAKEFIELD Page 1411 of 1954 Collins Park Artist Workforce Housing Summary of Project Assumptions � M Stabilized Forma Summary �y, ,,gal !.'.,i t,.i''iki.rs P,::.1.w( Jar I. n!ie a .."Fw ,,,t,,,a..! ,.I!l .k V.... PI '�'.. ,`t( N ..,.,,. �„- ,9l'4 t..w..nk.µ A ,. 4„a,,.L'a bili Pro .; ,. '•4.° 20234024 2023-2024 :[� r1 1 ,.rr Number of Ballet Beds 32 Opening Year 2023 Per Unit Number of Workforce Housing Units 80 Rent growth rate 3.0% Revenues Projected Start Date 11/1/2021 Operating expense growth rate 3.0% Gross Potential Rent 23,590 2,170,251 2,231,720 2,294,960 2,360,024 Net Rentable Square Feet 47,820 Rent Structure Monthly Retail Income(2%annual increases) $28/sf 168,859 172,237 175,681 179,195 Gross Square Feet 72,972 Vacancy Rate 1.2% Less:Vacancy of Retail and Rental Income 1.2% (28,303) (29,088) (29,895) (30,725) Commercial/Retail Square Feet 6,000 Expense Reimbursements 761 60,843 62,668 64,548 66,485 Other Income 918 73,431 75,634 77,903 80,240 ?, 4 il ,,w i 4:._'''147''',":.°r.'''',7'.. ,I,',1',.p,u TV,'1 , ^a ' i r l ; ,.7„.,74,•1.,, ,;,:.:,!t".9,`Y Net Rental Revenue 26.577 2,445,081 2,513,171 2,583,198 2,655,219 Unit Type i Monthly Rent Units Bedrooms Beds Start Up Expenses 8,696 800,000 Dorm room 2-2 $927 5 10 10 Ballet Expenses 1,311/bed 38,400 39,552 40,739 41,961 Dorm room 2-2 DBL $721 5 10 20 RA Unit $1,545 1 1 1 Workforce Housing Expenses Director Unit $2,512 1 1 1 Marketing&Leasing 380 34,967 36,016 37,097 38,210 Workforce Housin! Administrative -380- 34,967 36.016 37,097 38,210 Studio-80%AMI $1,280 20 Property Management Fee 728 66,933 87,961 90,412 92,933 1 bed-80%AMI $1,372 10 Properly Insurance 761 70,022 72,123 74,286 76,515 2 bed-80%AMI $1,646 10 Utilities 1,097 100,968 103,997 107,117 110,330 Studio-120%AMI $1,920 20 Payroll 1,198 110,234 113,541 116,948 120,456 1 bed-120%AMI $2,058 10 Contract Services 138 12,676 13,056 13,448 13,851 2 bed-120%AMI $2,300 10 Fire&Life Safety 475 43,709 45,020 46,371 47,762 Grounds&Landscaping 238 21,855 22,510 23,185 23,881 Repairs&Maintenance 190 17,484 18,008 18,548 19,105 Turnover 166 15,298 15,757 16,230 16,717 92 Less-Total Operating Expense 8,169 800,000 567,513 603,558 621,477 639,930 Net Operating Income 20,408 - 1,877,568 1,909,613 1,961,721 2,015,289 '.',..:4:7,,,t" h' r- ti, '0 4% l''',;- :4'4.::','t, 1' Replacement Reserves 26,400 27,192 28,008 28,848 Avg.Annual Cost of Capital 1,573,700 501 c3 and Audit Fees 576 53,000 54,590 56,228 57,915 Approx.Bond Term(Years) 30 Asset Management Fee 266 24,451 25,132 25,832 26,552 Addl.Cap.Interest(Mos.) 18 Total Additional Expenses 1,129 103,851 106,914 110,067 113,315 I � Project Budget udget Total Cash Available for Debt Service 19,280 1,773,717 1,802,699 1,851,654 1,901,975 V 1 r LN� Iall�a app . IM ' C: tlwLL Sq Debt Service Hard&Soft Project Costs Annual Debt Service (13,010) (1,196,936) (1,563,061) (1,606,312) (1,652,389) Total Hard Costs 15,094,400 164,070 207 A&E Fees 870,000 9,457 12 Cashflow after Debt Service 6,2691 576,781 239,638 245,342 249,585 FF&E 390,000 4,239 5 Debt Service Coverage Ratio 1.15 1.15 1.15. IT and Voltage 600,000 6,522 8 Construction Administration 301,888 3,281 4 Notes: Predevelopment Costs 158,250 1,720 2 (1)Debt service reserve and capitalized interest as funds set aside for investor seauity and ore returned to the project if unused. Permits,Inspections,and Fees 962,143 10,458 13 (2)All assumptions ore based on limited project design and scope information and as such the assumed costs ore subject Start Up Expense 800,000 8,696 11 to change as project parameters become further defined. Development Contingency 754,720 8,203 10 Developer Fee 1,129,771 12,280 15 This preliminary proforma is for illustrative purposes only and is based on specific assumptions,all of Total Hard&soft Costs 21,061,172 228,926 289 which are subject to change. The information contained herein is proprietary and should remain Financing Costs&Protect Escrows confidential. Any and all deadlines or milestones,contained herein are for modeling purposes only and Cost of Issuance-Bonds 1,000,000 10,870 14 are subject to change based on negotiations,closing dates,market volatility and final design review and Debt Service Reserve 1,657,948 18,021 23 constructability analysis.Development budgets and operating statement will require refinement through Capitalized Interest 2,606,972 28,337 36 collaboration and negotiation.All final agreements and proformas shall take precedence and govern the Total Financing&Related 5,264,920 57,227 72 actual development of the project. ESTIMATED TOTAL BOND ISSUANCE 26,328,092 286,153 361 SERV 1 T / \ S l of :ott r.G:ATE r5 AE ESTATE SERV CES 11/20/2021 Page 1412 of 1954 Confidential Collins Park Artist Workforce Housing Operating Pro forma Project Year: Year3 Year4 Years Year6 Year7 Year8 Year9 Year10 Year11 Fiscal Year. FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 FY 2031 FY 2032 Academic Year: 2023-2024 2024-2025 2025-2026 2026-2027 2027-2028 2028-2029 . 2029-2030 2030-2031 20314032 [Revenue I 2020 2Q23 • Academic Revenue Monthly Rent Monthly Rent Miami City Ballet Beds By the Bed By the Bed Ballet rent Increases 2%per year.Potential 35 year Master Lease. Donn room 2-2 10 $927 $1,013 121,555 123,986 126,466 128,995 131,575 134,206 136,891 139,628 142,421 Donn room 2-2 DBL 20 $721 $788 189,085 192,867 196,725 200,659 204,672 208,766 212,941 217,200 221,544 RA Unit 1 $1,545 $1,688 20,259 20,664. 21,078 21,499 21,929 22,368 22,815 23,271 23,737 Director Unit 1 $2,512 $2,745 32,942 33,601 34,273 34,959 35,658 36,371 37,098 37,840 38,597 Workforce Housing Units By the Unit By the Unit Studio-80%AMI 20 $1,280 $1,399 335,686 345,756 356,129 366,813 377,817 389,152 400,826 412,851 425,237 1 bed-80%AMI 10 $1,372 $1,499 179,907 185,304 190,863 196,589 202,486 208,561 214,818 221,262 227,900 2-bed---80%AMI 10 $1646 $1,799 215,835 222,311 228,980 235,849 242,925 250,212 257,719 265,450 273,414 Studio-120%AMI 20 $1,920 $2,098 503,529 518,634 534,193 550,219 566726 583728 601,239 619277 637,855 1 bed-120%AMI 10 $2,058 $2,249 269,860 277,956 286,294 294,883 303,730 312,842 322,227 331,894 341,850 2 bed-120%AMI 10 $2,300 $2,513 301,593 310,640 319,960 329,558 339,445 349,629 360,117 370,921 382,049 Gross Potential Rent 2,170,251 Z231,720 2,294,960 Z360,024 2,426,963 2,495,834 2,566,692 2,639,595 2,714,603 Retail Income(2%annual increases) 6000 sf $26/sf $28/sf 168,859 172,237 175,681 179,195 182,779 186,434 190,163 193,966 197,846 Less:Vacancy of Retail and Rental Income 1.2% (28303) (29,088) (29,895) (30,725) (31,578) (32,455) (33,358) (34,286) (35,241) Expense Reimbursements $696/unit $761/unit 60,843 62,668 64,548 66,485 68,479 70,534 72,650 74,829 77,074 Other Income $840/unit $918/unit 73,431 75,634 77,903 80,240 82,648 85,127 87,681 90,311 93,021 Net Rental Revenue 2,445,081 2,513,171 2,583,198 2,655,219 2,729,291 2,805,473 2,883,827 2,964,416 3,047,303 IIIIEMIEMMIMMM-215b-21M Ballet Expenses $1200/bed 61311/bed 38,400 39,552 40,739 41,961 43,220 44,516 45,852 47,227 48,644 im, :r,'"'L 51, ''i it 'la'$6w 1111;XJ Marketing&Leasing $400/unit $437/unit 34,967 36,016 37,097 38,210 39,356 40,537 41,753 43,005 44,295 Administrative $400/unit $437/unit 34,967 36,016 37,097 38,210 39,356 40,537 41,753 43,005 44,295 Property Management Fee 3.5% 3.5% 66,933 87,961 90,412 92,933 95,525 98,192 100,934 103,755 106,656 Property Insurance $801/unit $875/unit 70,022 72,123 74,286 76,515 78,810 81,175 83,610 86,118 88,702 Utilities $1155/unit $1262/unit 100,968 103,997 107,117 110,330 113,640 117,050 120,561 124,178 127,903 Payroll $1261/unit $1378/unit 110,234 113,541 116,948 120,456 124,070 127,792 131,626 135,574 139,642 Contract Services $145/unit $158/unit 12,676 13,056 13,448 13,851 14,267 14,695 15,135 15,589 16,057 Fire&Life Safety $500/unit $546/unit 43,709 45,020 46,371 47,762 49,195 50,671 52,191 53,757 55,369 Grounds&Landscaping $250/unit $273/unit 21,855 22,510 23,185 23,881 24,597 25,335 26,095 26,878 27,685 Repairs&Maintenance $200/unit $219/unit 17,484 18,008 18,548 19,105 19,678 20,268 20,876 21,503 22,148 Turnover $175/unit $191/unit 15,298 15,757 16,230 16,717 17,218 17,735 18,267 18,815 19,379 Total Operating Expense $4299/bed 567,513 603,558 621,477 639,930 658,932 678,501 698,652 719,405 740,775 pint operating Mame ' .( 1,877,568 1,909,613 1,961,721 2,015,289 2,070,359 2,126,973 2,185,175 2,245,011 2,306,528 501 c3 Owner Expenses $or%of Net Rent Replacement Reserves $200/bed 26,400 27,192 28,008 28,848 29,713 30,605 31,523 32,469 33,443 501c3 and Audit Fees 53,000 54,590 56,228 57,915 59,652 61,442 63,285 65,183 67,139 Asset Management Fee 1.0% 24,451 25,132 25,832 26,552 27,293 28,055 28,838 29,644 30,473 Total Additional Expenses 103,851 106,914 110,067 113,315 116,658 120,101 123,646 127,296 131,055 Total Cash Available for Debt Service 1,773,717 1,802,699 1,851,654 1,901,975 1,953,701 2,006,872 2,061,529 2,117,715 2,175,473 Annual Debt Service (1,196,936) (1,563,061) (1,606,312) (1,652,389) (1,650,128) (1,652,672) (1,648,432) (1,648,997) (1,648,432) Total Debt Service (1,196,936) (1,563,061) (1,606,312) (1,652,389) (1,650,128) (1,652,672) (1,648,432) (1,648,997) (1,648,432) Cashflow after Debt Service 576,781 239,638 245,342 249,585 303,573 354,200 413,097 468.718 527,042 Debt Service Coverage Ratio 1.15 1.15 1.15 1.18 1.21 1.25 1.28 1.32 ,Er. ,rt r -.7 -, .A • - ':" .; f . r'M , , w I. ,. g Pi .q , .4'�'u . in:�� ; "4,;,,,,,.;:'''' Ft, .; SERV : TAS 2of4 COLLEGIATE REAL ESTATE SERVICES 11/20/2020 Page 1413 of 1954 Confidential Collins Park Artist Workforce Housing Operating Pro forma Year 12 Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Year 20 Year 21 Year 22 Year 23 FY 2033 FY 2034 FY 2035 FY 2036 FY 2037 FY 2038 FY 2039 FY 2040 FY 2041 FY 2042 FY 2043 FY 2044 2032.2033 2033-2034 2034-2035 2035-2036 2036-2037 2037-2038 2038-2039 2039-2040 2040-2041 2041-2042 2042-2043 2043-2044 (Revenue Academic Revenue Miami City Ballet Dorm room 2-2 145,269 148,175 151,138 154,161 157,244 160,389 163,597 166,869 170,206 173,610 177,083 180,624 Dorm room 2-2 DBL 225,975 230,494 235,104 239,806 244,602 249,494 254,484 259,574 264,765 270,061 275,462 280,971 RA Unit 24,212 24,696 25,190 25,694 26,207 26,732 27,266 27,811 28,368 28,935 29,514 30,104 Director Unit 39,369 40,156 40,960 41,779 42,614 43,467 44,336 45,223 46,127 47,050 47,991 48,951 Workforce Housing Studio-80%AMI 437,994 451,134 464,668 478,608 492,966 507,755 522,987 538,677 554,837 571,482 588,627 606,286 1 bed-80%AMI 234,737 241,779 249,033 256,504 264,199 272,125 280,289 288,697 297,358 306,279 315,467 324,931 2-bed---80%-AMI 281,616 290,065 298,767 307,730 316,962 326,470 336,265 346,353 356,743 367,445 378,469 389,823 Studio-120%AMI 656,991 676,700 697,001 717,911 739,449 761,632 784,481 808,0f6 832-256 857,224 882,940 909,429 1 bed-120%AMI 352,106 362,669 373,549 384,756 396,298 408,187 420,433 433,046 446,037 459,418 473,201 487,397 2 bed-120%AMI 393,510 405,315 417,475 429,999 442,899 456,186 469,872 483,968 498,487 513,441 528,845 544,710 Gross Potential Rent 2,791,779 2,871,184 2,952,884 3,036,947 3,123,441 3,212,437 3,304,009 3,398,233 3,495,185 3,594,946 3,697,598 3,803,225 Retail Income(2%annual increases) 201,803 205,839 209,955 214,155 218,438 222,806 227,263 231,808 236,444 241,173 245,996 250,916 Less:Vacancy of Retail and Rental Imo. (36,222) (37,232) (38,270) (39,338) (40,437) (41,566) (42,728) (43,923) (45,153) (46,417) (47,717) (49,055) Expense Reimbursements 79,386 81,768 84,221 86,748 89,350 92,031 94,791 97,635 100,564 103,581 106,689 109,889 Other Income 95,811 98,685 101,646 104,695 107,836 111,071 114,404 117,836 121,371 125,012 128,762 132,625 Net Rental Revenue 3,132,556 3,220,244 3,310,436 3,403,206 3,498,628 3,596,779 3,697,739 3,801,588 3,908,411 4,018,295 4,131,327 4,247,601 ,.' ';..d! '.. •)'Rif'jVEIliH;'391ii0,'.,d•-:!c.rw . Bal et Expenses 50,103 51,606 53,155 54,749 56,392 58,083 59,826 61,621 63,469 65,373 67,335 69,355 Marketing&Leasing 45,624 46,993 48,403 49,855 51,351 52,891 54,478 56,112 57,796 59,529 61,315 63,155 Administrative 45,624 46,993 48,403 49,855 51,351 52,891 54,478 56,112 57,796 59,529 61,315 63,155 Property Management Fee 109,639 112,709 115,865 119,112 122,452 125,887 129,421 133,056 136,794 140,640 144,596 148,666 Property Insurance 91,363 94,104 96,927 99,835 102,830 105,914 109,092 112,365 115,736 119,208 122,784 126,467 Utilities 131,740 135,693 139,763 143,956 148,275 152,723 157,305 162,024 166,885 171,891 177,048 182,359 Payroll 143,831 148,146 152,590 157,168 161,883 166,739 171,741 176,894 182,201 187,667 193,297 199,095 Contract Services 16,539 17,035 17,546 18,072 18,615 19,173 19,748 20,341 20,951 21,579 22,227 22,894 Fire&Life Safety 57,030 58,741 60,504 62,319 64,188 66,114 68,097 70,140 72,244 74,412 76,644 78,943 Grounds&Landscaping 28,515 29,371 30,252 31,159 32,094 33,057 34,049 35,070 36,122 37,206 38,322 39,472 Repairs&Maintenance 22,812 23,497 24,201 24,927 25,675 26,446 27,239 28,056 28,898 29,765 30,658 31,577 Turnover 19,961 20,559 21,176 21,812 22,466 23,140 23,834 24,549 25,286 26,044 26,825 27,630 Total Operating Expense 762,783 785,446 808,785 832,819 857,570 883,059 909,308 936,339 964,177 992,844 1,022,366 1,052,769 PIM 00100 -1 2,369,774 2,434,798 2,501,651 2,570,387 2,641,058 2,713,720 2,788,431 2,865,249 2,944,235 3,025,451 3,108,961 3,194,832 501 c3 Owner Expenses Replacement Reserves 34,446 35,479 36,544 37,640 38,769 39,932 41,130 42,364 43,635 44,944 46,293 47,681 501c3 and Audit Fees 69,153 71,228 73,364 75,565 77,832 80,167 82,572 85,049 87,601 90,229 92,936 95,724 Asset Management Fee 31,326 32,202 33,104 34,032 34,986 35,968 36,977 38,016 39,084 40,183 41,313 42,476 Total Additional Expenses 134,925 138,909 143,013 147,237 151,588 156,067 160,680 165,430 170,320 175,356 180,542 185,881 Total Cash Available for Debt Service 2,234,849 2,295,888 2,358,639 2,423,149 2,489,470 2,557,652 2,627,751 2,699,819 2,773,914 2,850,095 2,928,420 3,008,951 EP.atSer • Annual Debt Service (1,652,389) (1,649,2801 (1,650,693) (1,650,693) (1,649,280) (1,652,1071 (1,653,237) (1,652,6721 (1,650,411) (1,652,107) (1,651,824) (1,649,562) Total Debt Service (1,652,389) (1,649,280) (1,650,693) (1,650,693) (1,649,280) (1,652,107) (1,653,237) (1,652,672) (1,650,411) (1,652,107) (1,651,824) (1,649,562) Cashflow after Debt Service 582,460 646,609 707,946 772,456 840,190 905,546 974,513 1,047,147 1,123,504 1,197,988 1,276,596 1,359,388 Debt Service Coverage Ratio 1.35 1.39 1.43 1.47 1.51 1.55 1.59 1.63 1.68 1.73 1.77 1.82 7411" t „ 7 . 1 ea,;1. _u -'°7'r a¢R. .a'' M .*79 :7.° '.� i'f.9pLu'y` :,. F.M ...�'.'`,:.",41.,:.•:,..',,:..v,v.» ..-fh ,'V.. `Y..di t 1:�a 'C •w °�. -J. SERVITAS 3 of Cts:tCGi F.TE REAL ESTATE SERVICES 11/20/2020 Page 1414 of 1954 Confidential Collins Park Artist Wor Operating Pro forma Year 24 Year 25 Year 26 Year 27 Year 28 Year 29 Year 30 Year 31 FY 2045 FY 2046 FY 2047 FY 2048 FY 2049 FY 2050 FY 2051 FY 2052 2044-2045 2045-2046 2046-2047 2047-2048 2048-2049 2049.2050 2050-2051 2051-2052 Revenue • I Academic Revenue Miami City Ballet Dorm room 2-2 184,237 187,921 191,680 195,514 199,424 203,412 207,481 211,630 Dorm room 2-2 DBL 286,590 292,322 298,169 304,132 310,215 316,419 322,747 329,202 RA Unit 30,706 31,320 31,947 32,586 33,237 33,902 34,580 35,272 Director Unit 49,930 50,928 51,947 52,986 54,045 55,126 56,229 57,353 Workforce Housing Studio-80%AMI 624,474 643,209 662,505 682,380 702,851 723,937 745,655 768,025 1 bed-80%AMI 334,679 344,720 355,061 365,713 376,684 387,985 399,624 411,613 2bed=80 ..AMl 401 517 413,563 425,970 438,749 451,911 465,469 479,433 493,816 Studio-120%AMI 936,712 964,813 993,757 1,023,570 1,054,277 1,085,905 1,118,,483 17152;037 1 bed-120%AMI 502,019 517,079 532,592 548,570 565,027 581,977 599,437 617,420 2 bed-120%AMI 561,051 577,883 595,219 613,076 631,468 650,412 669,924 690,022 Gross Potential Rent 3,911,915 4,023,758 4,138,846 4,257,274 4,379,140 4,504,545 4,633,593 4,766,390 Retail Income(2%annual increase' 255,935 261,053 266,274 271,600 277,032 282,572 288,224 293,988 Less:Vacancy of Retail and Rental Ince (50,431) (51,846) (53,302) (54,799) (56,340) (57,924) (59,554) (61,231) Expense Reimbursements 113,186 116,582 120,079 123,681 127,392 131,214 135,150 139,204 Other Income 136,604 140,702 144,923 149,271 153,749 158,361 163,112 168,005 Net Rental Revenue 4,367,209 4,490,249 4,616,820 4,747,027 4,880,973 5,018,768 5,160,525 5,306,358 Ba et xpenses 11 is 2 mmil 71,435 73,578 75,786 78,059 80,401 82,813 85,297 87,856 Ir'''' qt, , i Iharillll ll iui.I rn'1 Marketing&Leasing 65,049 67,001 69,011 71,081 73,214 75,410 77,672 80,003 Administrative 65,049 67,001 69,011 71,081 73,214 75,410 77,672 80,003 Property Management Fee 152,852 157,159 161,589 166,146 170,834 175,657 180,618 185,723 Property Insurance 130,261 134,169 138,194 142,340 146,610 151,009 155,539 160,205 Utilities 187,830 193,465 199,269 205,247 211,405 217,747 224,279 231,007 Payroll 205,068 211,220 217,557 224,084 230,806 237,730 244,862 252,208 Contract Services 23,580 24,288 25,016 25,767 26,540 27,336 28,156 29,001 Fire&Life Safety 81,312 83,751 86,264 88,852 91,517 94,263 97,090 100,003 Grounds&Landscaping 40,656 41,876 43,132 44,426 45,759 47,131 48,545 50,002 Repairs&Maintenance 32,525 33,500 34,505 35,541 36,607 37,705 38,836 40,001 Turnover 28,459 29,313 30,192 31,098 32,031 32,992 33,982 35,001 Total Operating Expense 1,084,078 1,116,321 1,149,526 1,183,722 1,218,937 1,255,203 1,292,551 1,331,013 I it Oprfatlna11106111► '-'.- "f'''1 3,283,131 3,373,927 3,467,294 3,563,305 3,662,036 3,763,565 3,867,974 3,975,345 501 c3 Owner Expenses Replacement Reserves 49,112 50,585 52,103 53,666 55,276 56,934 58,642 60,401 501c3 and Audit Fees 98,596 101,553 104,600 107,738 110,970 114,299 117,728 121,260 Asset Management Fee 43,672 44,902 46,168 47,470 48,810 50,188 51,605 53,064 Total Additional Expenses 191,379 197,041 202,871 208,874 215,056 221,421 227,976 234,725 Total Cash Available for Debt Service 3,091,751 3,176,886 3,264,423 3,354,431 3,446,980 3,542,144 3,639,998 3,740,620 Annual Debt Service (1,650,976) (1,650,128) (1,652,672) (1,652,672) (1,650,128) (1,650,693) (1,648,432) Total Debt Service (1,650,976) (1,650,128) (1,652,672) (1,652,672) (1,650,128) (1,650,693) (1,648,432) Cashflow after Debt Service 1,440,775 1,526,758 1,611,751 1,701,759 1,796,852 1,891,451 1,991,567 3,740,620 Debt Service Coverage Ratio 1.87 1.93 1.98 2.03 2.09 2.15 2.21 rr'r"lm 'r1 '.7" 1 .1'17i.. 7Iter•i,,,,T„ °%„e',rrrqC 141:7,11.,, i• ,l" dxi ;, °. "r,r .4".71i,-,;117 s.'t1 a r :" - - r' 7. I..„q,-,1,`,,11:', .vi,', I'v 7i.l; SERVITAS 4 of COI I.iG.Ali REAL ESTATE SERVICES 11/20/2020 Page 1415 of 1954 PROPOSED COLLINS PARK DEVELOPMENT ADDENDA CONTENTS Addendum H: Qualifications of the Appraiser CUSHMAN&WAKEFIELD Page 1416 of 1954 11111 111 WAKEFIIELD r Michael C. McNamara, MAI, MRICS Executive Director p:,,; Valuation &Advisory =x. Practice Group Leader I Multifamily Cushman &Wakefield Regional, Inc. Professional Expertise Michael C. McNamara, M I, MRICS, is an Executive Director and Multifamily Practice Group Co- Leader within the Valuation &Advisory group of Cushman &Wakefield Regional, Inc. in Ft. Lauderdale, Florida. Mr. McNamara joined Cushman &Wakefield in August 1998 as a Senior Appraiser. In November o 2002, Mr. McNamara was named Director,was promoted to Senior Director in June 2005 and was further promoted to Executive Director in January 2010. Prior to joining Cushman &Wake geld, Mr. McNamara was employed by Landauer Real Estate Counselors as a Director within their Valuation and Technical Services group from May 1995 through July 1998. He was an Appraiser with American Realty Consultants from January 1993 to May of 1995 and an Appraiser for Consolidated Appraisal Services from March 1992 through December 1992. From October 1989 through March 1992 he was an appraiser with Pederson &Trask. Since joining Cushman &Wakefield Regional, Inc., Mr. McNamara has performed appraisal, feasibility and consulting assignments involving multifamily complexes, condominiums, vacant land, office buildings, shopping centers, industrial, self storage and investment properties throughout 12 states and 11 different islTnds in the Caribbean. The majority of appraisal experience has been concentrated in Florida and has been primarily for institutional investors, lending institutions, attorneys and private investors. Memberships, Licenses Professional Affiliations and Education • Designated Member,Appraisal Institute(MAI#11052).As of the current date, Michael McNamara, MAI has completed the requirements of the continuing education program of the Appraisal Institute. • Member, Royal Institution of Chartered Surveyors(MRICS#1285269) • Florida Licensed Real Estate Salesman (SL#553108) • Certified General Real Estate Appraiser in the following states: — Florida—RZ2105 • Bachelor of Arts, Rutgers University, Economics Other Accomplishment and Awards • Recipient,Valuation Advisory Excellence in Quality Service Award for the Florida region, 1999 and 2006. • Recognized,Top Valuation Service Professional in South Florida, 1999, 2002, 2003, 2004,2005, 2007, 2008, 2009, 2010 and 2013. Page 1417 of 1954 • Recognized, Top Valuation Service Professional in the State of Florida, 2003, 2004 and 2005. • Recognized, one of the top ten producers in South Florida, 2012 Testimony in Courts of Law and Quasi-Judicial Hearings • United States BankruptcytCourt—Southern District—Fort Lauderdale, Florida • United States Bankrupttcy Court—Eastern District—Alexandria, Virginia • Circuit Court of the 20th Judicial Circuit in Collier County, Naples, Florida • Circuit Court of the 15tH Judicial Circuit in Palm Beach County, West Palm Beach, Florida • Circuit Court of the 19ti Judicial Court, St. Lucie County, St. Lucie, Florida • Tax appeal hearings in Broward, Martin, and Miami-Dade Counties Publications • Market Watch, Fort Lauderdale, Florida"Self Storage in the Sunshine State", Mini-Storage Messenger(May 2009 • Market Watch, Orlando, Florida"Self Storage in the City Beautiful", Mini-Storage Messenger(May 2010) • Market Watch, Tampa Florida"A Ray of Hope", Mini-Storage Messenger(May 2011) • Market Watch Sidebar, Florida Self Storage, "A Review of the Numbers" Mini-Storage Messenger (April 2012) • Market Watch, Jacksonville, Florida"Where Florida Begins", Mini-Storage Messenger(November 2012) CUSHMAN&WAKEFIELD 2 Page 1418 of 1954 FLORIDA ) • ,-t.. Ron DeSantis.�emor Halsey Beshears,Secretary dbr ___. -;,.._ , ..,-,` ,` STATE OF FLORIDA 3— DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA RE/ ►T1 PPRAISAL BD THE C RTIFIED GENERA IP t i TIFIED UNDER THE PRO VISIC1r' H �5 : " TTATUTES f E. air r _ 0_ 1 ?!1•, 4 . i'It� ria vo9 7-,;t0'.43-7:?1,X.- •M _ If, •rr _»,. , I UC 6IUif1 B:0405 I EXPIRATION DATE: NOVEMBER 30,2022 Always verify licenses online at MyFloridaLicense.com EL --.y Lc Do not alter this document In any form. ZY.. z, ,a.• This is your license.It is unlawful for anyone other than the licensee to use this document. CUSHMAN&WAKEFIELD 3 Page 1419 of 1954 11111 CUSHMAN at 111 WAKEFIELD 11 Adrian M.Sanchez, MAI Senior Director Valuation &Advisory Cushman &Wakefield Regional, Inc. • Professional Expertise Adrian M. Sanchez, MAI is a Senior Director of Cushman &Wakefield Regional, Inc. (Cushman& Wakefield)working within Valuation&Advisory. Mr. Sanchez joined Cushman &Wakefield in March 2003 as a Research Specialist within the Research Services Group. In June of 2003, Mr. Sanchez joined the Valuation &Adiisory group as a Staff Appraiser. Mr. Sanchez has received the Excellence in Quality Service Award for the Valuation &Advisory group for the Florida region in 2006. Since joining Cushman &Wakefield Regional, Inc., Mr. Sanchez has performed appraisal,feasibility and consulting assignments involving residential complexes, condominiums, vacant land, office buildings, shopping centes, industrial and investment properties throughout the State of Florida and the Caribbean. The majority of appraisal experience has been concentrated in Florida and has been primarily for institutional iryvestors, lending institutions, attorneys and private investors. Memberships, Licensed, Professional Affiliations and Education • Designated Member,Appraisal Institute.As of the current date, Adrian M. Sanchez, MAI has completed the requirements of the continuing education program of the Appraisal Institute. • Certified General Real Estate Appraiser in the following states: — Florida—RZ 3239 • Bachelor of Arts, University of Miami Appraisal Education • AB-1 —Real Estate Appraisal Principles • AB-2—Mastering Rell Estate Appraisal • 310—Basic Income Capitalization • 510—Advanced Income Capitalization • 520—Highest& Best Use&Market Analysis • 530—Advanced Sales Comparison and Cost Approach • 540—Report Writing &Valuation Analysis • 550—Advanced Applications Page 1420 of 1954 FLORIDA Ron DeSantis,GovernorHalsey Beshears.Secretxy dbpr � STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA REAkI Al APPRAISAL BD THE CERTIFIED GEN. TIFIED UNDER THE PROVISIONS`QFCtid r 5,:Fi tiTATUTES Y^ aSJ. uirEt .(t+iURER:it 239 ( EXPIRATION DATE:NOVEMBER 30,2022 Always verify licenses online at MyFloridaLicense.com 4:{� �y• Do not alter this document In any form. •' Y ;o This is your license.It is unlawful for anyone other than the licensee to use this document. rr� CUSHMAN&WAKEFIELD 2 Page 1421 of 1954 11111 11i WAKEFIELD Blake Koletic 111% Valuation &Advisory Cushman &Wakefield Regional, Inc. Professional Expertise Blake Koletic is an Appraiser of Cushman &Wakefield Regional, Inc. working within the Valuation & Advisory group in Miami, Florida. Mr. Koletic joined Cushman &Wakefield in August of 2018 as a State-Registered Trainee iAppraiser. Currently, Mr. Koletic is inl olved in the research and development of appraisal assignments of multi- family buildings, self-storage facilities, office buildings, retail buildings and commercial land parcels throughout the State of Florida. Memberships, Licenses, Professional Affiliations and Education • State-registered Trainee Appraiser(R124585) • State of Florida Real Estate Sales Associate (SL3413465) • Practicing Affiliate,Appraisal Institute • Bachelors of Science, Florida State University Appraisal Education • Basic Appraisal Principals & Procedures • General Income Approach I & II • Florida Appraisal Laws& Rules • Comprehensive National USPAP Page 1422 of 1954 STATE Ron DeSantis,Go Halsey Beshears,Secretary di5Fr 31 ± STATE OF FLORIDA DEPARTMENT OF BUSINESS AND PROFESSIONAL REGULATION FLORIDA RE, s T APPRAISAL BD •} THE REGISTERED TRAINEfPRA GISTERED UNDER THE PROVISION QE4H ,4 5.FC ATUTES f. _ - _ 111 y ;'t y#rt �-° 540.1f-sl, • 0(1444040141W 1‘1,24#115 EXPIRATION DATE NOVEMBER 30,2022 Always verify licenses online at MyFloridaLicense.com 0 1 • Do not alter this document In any form. , This is your license.It is unlawful for anyone other than the licensee to use this document. CUSHMAN&WAKEFIELD 2 Page 1423 of 1954 RESOLUTION NO. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, APPROVING, FOLLOWING FIRST READING/PUBLIC HEARING, A DEVELOPMENT AGREEMENT AS AUTHORIZED URIDER SECTION 118-4 OF THE CITY CODE, AND SECTIONS 163.3220—163.3243, FLORIDA STATUTES, BETWEEN THE CITY AND SERVITAS, LLC (THE "DEVELOPER"), WHICH DEVELOPMENT AGREEMENT DELINEATES CONDITIONS FOR THE DEVELOPMENT OF THE CITY-OWNED PROPERTY LOCATED AT 224 23RD STREET, TIE CURRENT SITE OF A SURFACE PARKING LOT (THE "PROPERTY"), FOR THE COLLINS PARK ARTIST WORKFORCE HOUSING PROJECT, A PROPOSED DEVELOPMENT CONTAINING (1) RESIDENTIAL WORKFORCE HOUSING UNITS, FOR ARTISTS, TEACHERS, AND OTHER INCOME-ELIGIBLE TENANTS; (2) DORMITORY HOUSING, INTENDED FOR USE BY MIAMI CITY BALLET, INC. (THE "BALLET"), TO SUPPORT THE BALLET'S DANCE EDUCATION AND OTHER PROGRAMS OR, IF AGREEMENT WITH THE BALLET CANNOT BE REACHED, ADDITIONAL WORKFORCE HOUSING UNITS; AND (3) GROUND FLOOR RETAIL OR CULTURAL SPACE,WITH THE BUILDING CONSTRUCTED ON THE PROPERTY TO BE LIMITED TO i4 MAXIMUM HEIGHT OF 75 FEET (COLLECTIVELY, THE "PROJECT''); FURTHER, MEMORIALIZING THE CONDITIONS FOR THE CITYjS LEASE OF THE PROPERTY TO COMMUNITY FINANCE CORPORATION, A NOT-FOR PROFIT CORPORATION, OR AN AFFILIATE THEREOF, FOR THE DEVELOPMENT, FINANCING, CONSTRUCTION AND OPERATION OF THE PROJECT (THE "LEASE"), WITH THE LEASE SUBJECT TO AND CONTINGENT UPON APPROVAL BY THE PLANNING BOARD AND THE CITY COMMISSION, PURSUANT TO pECTION 1.03(B)(4) OF THE CITY CHARTER; AND FURTHER, SETTING THE SECOND AND FINAL READING OF THE DEVELOPMENT AGREEMENT FOR A TIME CERTAIN. I WHEREAS, the IVAayor and City Commission has identified the need for workforce and affordable housing in the City as a key objective in the City's 2019 Strategic Plan: Through the Lens of Resilience; and WHEREAS, in t e City's 2040 Comprehensive Plan, the Mayor and City Commission has prioritized workforce and affordable housing, with the express goal "to encourage redevelopment that provides workforce and affordable housing" within the City; and WHEREAS, the City is the owner of the property located at 224 23rd Street (the "Property"), the current site of a 21-space public parking lot, and desires to redevelop the Property as a mixed use'residential workforce housing development, and further desires Page 1424 of 1954 to prioritize housing for income-eligible artists and educators (the "Collins Park Artist Workforce Housing Project" or"Project"); and WHEREAS, on September 14, 2016, the Mayor and City Commission adopted Resolution No. 2016-29547, selecting The Concourse Group to identify public-private partnership (P3) opportdnities to alleviate the cost and other burdens on the City associated with the development of workforce/affordable housing projects on City property, including with respect to the proposed Collins Park Artist Workforce Housing Project; and WHEREAS, on December 14, 2016, the Mayor and City Commission adopted Resolution No. 2016-29679, approving a height waiver for the Collins Park Artist Workforce Housing Project, to authorize a height of up to 75 feet, finding that the waiver was necessary in order to provide optimal development and to allow for maximum capacity for artist/workforce housing; and WHEREAS, the Miami City Ballet, Inc. (the "Ballet"), South Florida's premier classical ballet company, is a not-for-profit charitable cultural organization, headquartered in the vicinity of the Property, at 2200 Liberty Avenue, Miami Beach, Florida; and WHEREAS, on January 18, 2019, the City issued a competitive solicitation (ITN 2019-099-KB) for the Project, which expressly encouraged proposers to incorporate the participation of the Ballet as part of the Project, in an effort to address the Ballet's dormitory housing needs) and program the workforce housing component of the Project with a focus on attracting artists and area educators to the City; and WHEREAS, on July 17, 2019, the Mayor and City Commission adopted Resolution No. 2019-30908, authorizing simultaneous negotiations with both ITN proposers; following withdrawal from one of the ITN proposers, the City Commission directed negotiation with the sole remaining proposer, Servitas, LLC ("Servitas" or "Developer"); and WHEREAS, Deveiloper, in collaboration with Community Finance Corp., a not-for- profit corporation that exists to facilitate capital projects for governmental entities throughout the United Sttes, has proposed a public-private partnership with the City that would advance the City's policy objectives of developing workforce housing in the City; and WHEREAS,the Developer intends to develop the mixed-use residential workforce housing Project pursuant to a Florida Statute Chapter 163 development agreement entered into between the City and the Developer(the "Development Agreement"); and WHEREAS, the City also owns the adjacent property located at 227 22nd Street, Miami Beach, Florida (the "Adjacent City Parcel"), which was previously treated as a unified development site,together with the Property,for purposes of the development and construction of the Miami Beach Regional Library building located on the Adjacent City • 2 Page 1425 of 1954 Parcel, with the Property and Adjacent City Parcel to continue to be treated as a unified development site pursuant to the City Code and the terms of the Development Agreement; and WHEREAS, the proposed development would consist of a 7-story building, designed by Shulman & bssociates and PGAL Architects, with (1) approximately eighty (80) residential workforce housing units, for artists, teachers, and other income-eligible tenants; (2)dormitory housing, intended for use by the Ballet,to support the Ballet's dance education and other programs or, if agreement with the Ballet cannot be reached, up to sixteen (16) additional 4rkforce housing units; and (3) ground floor retail or cultural space, with the building constructed on the Property to be limited to a maximum height of 75 feet, as approved by the City Commission; and WHEREAS, the proposed Development Agreement is attached as an exhibit to the Commission Memorandum accompanying this Resolution; and WHEREAS, as proposed, the City will enter into a development agreement with Servitas to govern the development of the Project, and in addition thereto, the City will enter into a long-term ground lease for the Property(the "Ground Lease")with a nonprofit 501(c)(3) organization, Community Finance Corporation, or an affiliate thereof (the "Ground Lessee"); and WHEREAS, the Lessee would finance the design and construction of the Project through the issuance of tax-exempt project revenue bonds(which would be non-recourse to the City, with principal and interest payable solely from Project revenues); and WHEREAS, on September 23, 2020, the Finance and Economic Resiliency Committee ("Finance Committee ) reviewed the proposed transaction and unanimously recommended that the Administration proceed with the proposed Project, including the Development Agreement and Ground Lease: and WHEREAS, on October 18, 2020, the Mayor and City Commission accepted the recommendation of the inance Committee, and referred the proposed Project to the Planning Board for its review; and WHEREAS, purs4ant to Section 1.03(b)(4)of the City Charter governing leases of ten years or longer of City-owned property, the Ground Lease requires approval by a majority 4/7 vote of all members of the Planning Board, and a 6/7 vote of the City Commission; and WHEREAS, on November 17, 2020, the Planning Board approved the proposed Lease pursuant to the requirements of Section 1.03(b)(4) of the City Charter, and voted to transmit the Development Agreement to the City Commission with a favorable recommendation, in accordance with the City's Land Development Regulations; and 3 Page 1426 of 1954 WHEREAS, the Planning Department analysis of the Lease, pursuant to Section 82-38 of the City Code, is attached as an exhibit to the Commission Memorandum accompanying this Resolution; and WHEREAS, the Development Agreement provides, among other provisions, the following terms and conditions: • Developer shall complete, or cause to be completed, the design, permitting and construction of the Project, in accordance with the terms and conditions set forth in the Development Agreement and the City Code, with Project costs, including Developer's fees, payable from the Project bond proceeds, and with City's financial contribution limited to City's payment of a maximum of$200,000 for environmental remediation costs, if any; and • The Project financing shall be non-recourse to the City (with no pledge of City revenue or covenant to budget and appropriate from any revenue source) and with the Lease and the Project financing to be subordinate to City's fee interest in the Property; and • Any Project costs advanced or funded by the City (i.e. for environmental remediation)will be reimbursed to the City either at Financial Closing, or from the Project's net revenues, prior to any distribution of net revenues to any other Party; and • The Development Agreement sets forth the conditions to Financial Closing, and provides that the Lease of the Property shall be delivered at, and effective on the date of, the Financial Closing,when the financing is in place and all permits and approvals for the commencement of construction have been obtained; • Until such time as the Financial Closing takes place, the Property will continue to be used by the City as a public parking lot; and • Both the Development Agreement and the Lease include restrictive covenants requiring the residential units to be offered as workforce housing units in accordance with Chapter 58 of the City Code, available only to tenants who earn less than X120% of Area Median Income, and with tenants being charged a maximum of 30% of their respective AMI, which restrictions shall be in place throughout the term of the Lease; and • Both the Devel pment Agreement and the Lease specify that the City (and its Project beneficiary, the Ballet) shall receive 100% of the net revenues of the Project (after piayment of all operating expenses, debt service and reserve requirements), throughout the Lease term; and • The Development Agreement includes the City's approval, in its proprietary capacity as owner of the Project, of the preliminary concept plan for the Project. Notwithstanding the preceding, and in further recognition that the design for the 4 Page 1427 of 1954 1 Project will ev lve as part of the City's regulatory development process, including revie v and approval by the City's Historic Preservation Board, the Development Rgreement also requires the City's approval, in its proprietary capacity, of Project design modifications; and • The Development Agreement includes standard contract protections in favor of the City, incl ding a broad indemnification of the City, payment and performance bonds for construction, City to be named as an additional insured on required policies of insurance, and other contract protections reflecting City's limited participation as lessor of the Property; and • As the Development Agreement contemplates the City Commission's waiver of the parking requirements pursuant to the City Code, the City agrees to provide access for workforce housing tenants to purchase up to fifty-eight (58) monthly parking passes, at the then-applicable City rate; and • Developer shall complete the Project within 48 months following the Effective Date of the Development Agreement (the date the agreement is executed by the Parties and recorded), subject to extension for force majeure events; and • Notwithstanding the foregoing, the Development Agreement shall have a maximum duration of ten (10) years; and • In view of the structure of the transaction, which provides that the City (and its designee, the Ballet) will receive 100% of the Project's net revenues, in the event the Project is unable to obtain zoning approvals or achieve Financial Closing, the parties have negotiated a shared allocation of risk for the payment of Project costs in the event of termination of the Development Agreement due to such closing risks, with a cap on City's financial exposure for Project costs, and with City to receive an assignment of all of the plans and other work product associated with the Project. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approve, following first reading/public hearing, a Development Agreement, as authorized under Section 118-4 of the City Code, and Sections 163.3220 —163.3243, Florida Statutes, between the City and Servitas, LLC(the"Developer"),which Development Agreement delineates conditions for the development of the City-owned property located at 224 23rd Street, the current site of a surface parking lot (the "Property"), for the Collins Park Artist Workforce Housing Project, a proposed development containing (1) residential workforce housing units, for artists, teachers, and other income-eligible tenants; (2) dormitory housing, intended for use by Miami City Ballet, Inc. (the "Ballet"), to support the Ballet's dance education and other programs or, if agreement with the Ballet cannot be reached, additional workforce housing units; and (3) ground floor retail or cultural space, with the building constructed on the Property to be limited to a maximum height of 75 feet(collectively, the"Project"); further, memorialize the conditions for the City's lease of the Property to Community Finance Corporation, a 5 Page 1428 of 1954 not-for profit corporation, or an affiliate thereof, for the development, financing, construction and operation of the project (the "Lease"), with the Lease subject to and contingent upon approval by the Planning Board and the City Commission, pursuant to Section 1.03(b)(4) of the City Charter; and further, set the second and final reading of the Development Agreement for a time certain. PASSED and ADOPTED THIS day of December, 2020. ATTEST: RAFAEL E. GRANADO, CITY CLERK DAN GELBER, MAYOR APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION CL(PIr I Z(oi iZo2 Jp� City Attorney IQ Al° Date 6 Page 1429 of 1954 MOAT DECEMBER 277010 MIAMIHEIIALD.COM NEIGHBORS I I ZINE CITY OF MIAMI BEACH NOTICE OF PUBLIC HEARING INTENT TO CONSIDER A DEVELOPMENT AGREEMENT JANUARY 13, 2021 CITY COMMISSION MEETING On January 13,2021,the City of Miami Beach will host a Hybrid Commission Meeting.During the The proposed Development Agreement contemplates that the City Commission will approve residential Hybrid Commission Meeting,a quorum of the City Commission alit be physically present In a socially workforce housing and dormitory uses,pursuant to Section 142-422 of the City Code,and the waiver of distanced manner al the Convention Center,while staff,applicants.and the public attend the meeting certain development regulations,to:(a)reduce the minimum permitted unit size for the Project's studio virtually.This Meeting Is being held as a Hybrid Meeting.In compliance with Resolution No.2020-31474. units,from 400 square feet to 378 square feel,and(b)waive the parking requirement associated with to comply with social distancing recommendations Intended to'protect the the and safety of Individuals the Project. In the community during the Coranevirus/COVID 19 pandemic. MAXIMUM HEIGHT:In Resolution No.2016-29679.the City Commission authorized an Increase in NOTICE IS HEREBY given that a Second Reading/Public Hearing will be heard by the Mayor and height,from 50 feet to a maximum of 75 feet in height,to accommodate additional residential workforce City Commission of the City of Miami Beach,Florida.via teleconference and webinar on Wednesday, housing units as part of the Project.Architectural projections will comply with applicable provisions of January 13,2021 at 11:00 a.m,,or as soon thereafter as the matter can be heard to consider the below the City's Land Development Regulations. referenced development agreement PERMITTED USES:The current main permitted uses in the City's GU zoning District are government To participate or provide comment during the Commission Meeting,the public Is able to join the buildings and uses.including but not limited to parking lots and garages;parka and associated webinar at: haps://miamibeach0yov.zoom.usljl89109475690 or via telephone at: 1.929.205.6099 parking: schools; performing arts and cultural facilities: monuments and memorials. The City's (U.S.)or 888.475.4499(Tall Free).Webinar 10:Bg109475690u. Members of the pubic wanting to virtually speak on an Item during the City Commission Meeting,mmust click the"raise hand"icon it using Comprehensive Plan provide for population densities for Public Facilities:Governmental Use(Phi future land use category for workforce and affordable housing equivalent to the average of surrounding the Zoom app or press'9 on the telephone to raise their hand.Members of the public who do not have access to a computer and wish to provide public comment at the Commission meeting,may appear districts.The development site is surrounded by the High Intensity Commercial(CD-3)category,which in-person at the Miami Beach Convention Center,1901 Convention Center Drive,Washington Avenue allows fa 150 units per acre,and an 80%density bonus for workforce and affordable housing projects. Enhance,Room 237,Miami Beach,FL 33139.At this location,members of the public willbe provided Therefore,the maximum density permitted for the Development Slle is 270 units per acre for workforce access to a computer to provide pubic comment(only in audio()form), and affordable housing. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI A copy of the proposed Development Agreement is available for public inspection during normal business BEACH, TO CONSIDER APPROVAL, FOLLOWING SECOND READING/PUBLIC HEARING, hours in the Office of the City Clerk, 1700 Convention Center Drive, 1st Floor,City Hall,Miami Beach, OF A DEVELOPMENT AGREEMENT AS AUTHORIZED UNDER SECTION 110-4 OF THE Florida 33139. CITY CODE,AND SECTIONS 153.3220—163.3243,FLORIDA STATUTES,BETWEEN THE CITY AND SERVITAS, LLC (THE "DEVELOPER"), WHICH DEVELOPMENT AGREEMENT INTERESTED PARTIES are invited to virtually appear at this meeting.The public may submit written DELINEATES CONDITIONS FOR THE DEVELOPMENT OF THE CITY-OWNED PROPERTY comments by sending an email to:CllyClerkamlamlheaeh0.gov by 5:00 p.m.the day before the Clip LOCATED AT 224 23"s STREET, THE CURRENT SITE OF A SURFACE PARKING LOT Commission Meeting.Please identify the Agenda item Number in the email subject line.Emails received (THE "PROPERTY"), FOR THE COLLINS PARK ARTIST WORKFORCE HOUSING will be forwarded to the Mayor and Commissioners and will be included as a part of the meeting record. PROJECT, A PROPOSED DEVELOPMENT CONTAINING (1) RESIDENTIAL WORKFORCE This item is available for public inspection during normal business hours in the City Clerk's Office, HOUSING UNITS, FOR ARTISTS,TEACHERS,AND OTHER INCOME-ELIGIBLE TENANTS; 1700 Convention Center Drive,1`Floor,City Hall,Miami Beach,Florida 33139.This meeting,or any Item (2) DORMITORY HOUSING, INTENDED FOR USE BY(MIAMI CITY BALLET, INC. (THE herein,may be continued,and under such circumstances,additional legal notice need not be provided. "BALLET"),TO SUPPORT THE BALLETS DANCE EDUCATION AND OTHER PROGRAMS Pursuant to Section 286.0105.Fla.Stat.,the City hereby advises the public that If a person decides to OR,IF AGREEMENT WITH THE BALLET CANNOT BE REACHED,ADDITIONAL WORKFORCE appeal any decision made by the City Commission with respect to any matter considered at its meeting HOUSING UNITS; AND(3) GROUND FLOOR RETAIL OR CULTURAL SPACE,WITH THE or its hearing,such person must ensure that a verbatim record of the proceedings is made,which BUILDING CONSTRUCTEO ON THE PROPERTY TO BE LIMITED TO A MAXIMUM HEIGHT OF record includes the testimony and evidence upon which the appeal is to be based.This notice does not 75 FEET(COLLECTIVELY,THE"PROJECT");FURTHER,MEMORIALIZING THE CONDITIONS constitute consent by the City for the Introduction or admission of otherwise Inadmissible or Irrelevant FOR THE CITY'S LEASE OF THE PROPERTY TO COMMUNITY FINANCE CORPORATION,A evidence,nor does it authorize challenges or appeals not otherwise allowed by law. NOT-FOR PROFIT CORPORATION,OR AN AFFILIATE THEREOF,FOR THE DEVELOPMENT, FINANCING,CONSTRUCTION AND OPERATION OF THE PROJECT(THE"LEASE"),WITH To request this material in alternate format, sign language Interpreter Dive-day notice required), THE LEASE SUBJECT TO AND CONTINGENT UPON APPROVAL BY THE PLANNING BOARD information on access for persons with disabilities,and/or any accommodation to review any document AND THE CITY COMMISSION,PURSUANT TO SECTION 1.03(8)(4)OF THE CITY CHARTER, or participate In any City-sponsored proceedings,call 305.604.2489 and select option 6;TTY users may call via 711(Florida Relay Service). PROPERTIES:The Development Site consists of: The City Commission Meeting will be broadcast live on Miami Beach TV(MBTV),viewable on the City's 224 23"0 Street 02-3226-001-0460 website at https://www.mlamibeachll.gov/governmenI/mbty/,as well as on Atlantic Broadband Cable I channel 660,AT&T U-verse channel 99,Hetwire Communications channel 395,and ROKU device on ZONING DISTRICT:The proposed Development Site is currently located within the GU zoning district. PEG.TV channel,and on social media at https://www.facebook.com/eityofmtalnibeach. The development regulations in the GU district are the average of the requirements contained in me surrounding zoning districts.The Development Site Is surrounded by properly zoned CD3.Commercial Rafael E.Granado.City Clerk High Intensity,and as a result,is subject to the development regulations of the CD-3,Commercial High City of Miami Beach Intensity zoning district.The maximum F.A.R.for mixed-use developments in the CD-3 district is 2.75. Ad No.01132021-03 Page 1430 of 1954