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CRA-R-13-0008 Legislation w attachment 5 of 6 -1-28-2013
DEVELOPMENT AGREEMENT THIS DEVELOPMENT AGREEMENT (the "Agreement") is made as of the 18th day of January, 2013, by and between ST JOHN PLAZA APARTMENTS, LLC, a Florida limited liability company (the "Developer") and the SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"); RECITALS A. The Southeast Overtown/Park West Project area was designated as a community redevelopment area (the "Redevelopment Area") by Miami -Dade County, a political subdivision of the State of Florida (the "County"). A redevelopment plan was approved by the Commissioners of the City of Miami and the Commissioners of Miami -Dade County with certain redevelopment authority granted by the County to the City for project implementation. The City assigned to the CRA the redevelopment authority granted by the County to the City. B. The CRA issued a request for information (the "RFI") for proposed developments within the Redevelopment Area. C. In response to the RFI, a proposal (the "Proposal") was submitted by St John Community Development Corporation, Inc., a non-profit Florida corporation (the "CDC") and Biscayne Housing Group, LLC, a Florida limited liability company ("Biscayne"), on behalf of the Developer for the development of a project to be located on that certain real property more particularly described on Exhibit "A" attached hereto and made a part hereof (the "Property"). D. Based upon the evaluations of all responses submitted to the CRA in response to the RFI, the Proposal submitted by the CDC was given a high ranking and the Board of Commissioners of the CRA authorized the executive director of the CRA (the "Executive Director") to negotiate the definitive terms of the transaction contemplated by the Proposal. E. Based upon such negotiations the CRA has agreed to make a grant to the Developer, to be funded through a Non -Profit, as hereinafter defined, and the Developer has agreed to develop the Project, as hereinafter defined, on the Property, subject to the terms and conditions of this Agreement. NOW THEREFORE, for and in consideration of the $10.00 and other good and valuable consideration and of the covenants and agreements hereafter set forth, the parties agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by reference and made a part hereof. 2. PROPERTY ISSUES. 2.1 Developer shall obtain a title insurance commitment (the "Commitment") and a survey (the "Survey") of the Property, at the Developer's sole cost and expense. The 1 Commitment shall show the Developer to be vested with a leasehold estate in the Property, pursuant to the Lease, as hereinafter defined, free and clear of all liens and encumbrances except for the following (the "Permitted Exceptions"): 2.1.1 Ad valorem real estate taxes and assessments for the year of closing and subsequent years. 2.1.2 All applicable laws, ordinances and governmental regulations, including, but not limited to, all applicable building, zoning, land use, environmental ordinances and regulations. 2.1.3 Those matters listed on Exhibit "B" attached hereto and made a part hereof. 2.2 The Developer shall provide the Executive Director with a copy of the Commitment and the Survey as soon as available to enable the Executive Director to confirm that the Developer owns a leasehold interest in the Property subject only to the Permitted Exceptions. 2.3 The Developer shall provide the Executive Director with an environmental report and a reliance letter addressed to the CRA reflecting no environmental conditions that will adversely affect the development of the Project, as hereinafter defined, as soon as available to enable the Executive Director to confirm that there are no environmental conditions that will affect the development of the Project. 2.4 The Developer shall provide the Executive Director with soil assessment reports as soon as available to enable the Executive Director to confirm that there are no soil conditions that will adversely affect the development of the Project. 2.5 Developer is in the process of finalizing a ninety-nine (99) year lease with respect to the Property between Developer, as tenant, and the CDC, as landlord (the "Lease"). Developer shall submit the Lease to the Executive Director for approval which approval shall not be unreasonably withheld and which approval shall be granted provided (i) the Lease is for a teen of ninety-nine (99) years; (ii) the Lease is fmanceable; (iii) the Lease will permit the construction of the Project, as hereinafter defined; and (iv) the CDC agrees that the Restrictive Covenant, as hereinafter defined, and the Declaration of Restrictions, as hereinafter defined, shall be binding upon the CDC and the Property. 2.6 Developer shall provide the Executive Director evidence that the CDC has entered into a binding purchase and sale agreement with St. John Institutional Missionary Baptist Church, Inc. (the "Church") pursuant to which the CDC will acquire fee simple title to Parcel 3 described on Exhibit "A" attached hereto (the "Church Property"). 3. PROJECT. 3.1 Description of the Project. The project (the "Project") shall consist of not less than 112 affordable rental units, all with balconies and upgraded finishes to improve longevity and durability with ground floor commercial space constructed in one or more 2 buildings not exceeding eight (8) stories, will include one -bedroom units, two -bedroom units, and three -bedroom units, the mix of which and the size of which shall be established based upon the community input received in accordance with Section 3.3 below and as approved by the Executive Director in accordance with Section 3.4 below together with approximately 15,000 square feet of commercial space including approximately 8,000 square feet of space for a child learning center and a sufficient number of parking spaces to comply with the applicable zoning. 3.2 Design of the Project. The Project shall be designed so it is consistent with the Southeast Overtown/Park West Community Redevelopment Plan dated November 2004 prepared by Dover Kohl & Partners as updated by the Final Update of May 2009 by the City of Miami Planning Department (ver 2.0) (collectively, the "Design Standards"). 3.3 Community Input. Within sixty (60) days of the Effective Date, the Developer shall present schematic design documents for the proposed Project to the Historic Overtown Folk Life District Improvement Association ("HOFLDIA") and the Overtown Community Oversight Board ("OCOB") for their review and comment. The schematic design documents (the "Schematic Design Documents") shall consist, at a minimum, of the proposed site plan for the Project, proposed building massing and elevations for the Project, an architectural rendering of the Project of sufficient detail to allow the HOFLDIA and the OCOB to evaluate the proposed Project and its design and confirm that the proposed Project is consistent with the Design Standards. The Developer shall revise the Schematic Design Documents to address the comments and concerns of the HOFLDIA and the OCOB. 3.4 Approval of Schematic Design Documents by CRA. Within ninety (90) days from the Effective Date, the Developer shall submit to the Executive Director for review and approval the Schematic Design Documents which shall have been revised by the Developer to incorporate the reasonable comments received from the HOFLDIA and the OCOB, which must also be consistent with the Design Guidelines. The Developer agrees to use its good faith efforts to modify the Schematic Design Documents as necessary to satisfy the requirements of the Executive Director. The Developer shall provide the Executive Director such additional back-up information as the Executive Director may reasonably request to enable the Executive Director to analyze all aspects of the Project as reflected in the Schematic Design Documents. The Executive Director shall have fifteen (15) days from the receipt of the Schematic Design Documents to approve or disapprove same. If the Executive Director fails to timely respond, the submitted Schematic Design Documents shall be deemed approved. In the event of disapproval, the Executive Director shall specify the reasons for such disapproval. In the event of disapproval, the Developer shall modify the Schematic Design Documents, as appropriate, to address the comments and concerns of the Executive Director to ensure that the Schematic Design Documents comply with the Design Standards and the reasonable input from HOFLDIA and OCOB, as deemed appropriate by the Executive Director, acting reasonably. Any resubmission shall be subject to approval by the Executive Director in accordance with the procedure outlined above for the original submission until same is approved or deemed approved by the Executive Director. The Executive Director and the Developer shall proceed in good faith to attempt to resolve any disputes regarding the Schematic Design Documents. If the Executive Director has rejected the Schematic Design Documents two (2) times, Developer may elect to submit such dispute regarding the approval of the Schematic Design Documents to the CRA Board for resolution. The Schematic Design Documents, as approved or deemed approved by 3 the Executive Director shall mean the "Schematic Documents". The Developer shall cause the Project to be designed in accordance with the Schematic Documents. 3.5 Construction Documents. Within one hundred twenty (120) days of the later to occur of (a) approval or deemed approval of the Schematic Documents by the Executive Director or (b) Bond Issue Approval, as hereinafter defined, the Developer shall submit to the Executive Director for its review and approval the plans and specifications for the construction of the Project, which shall be of sufficient detail to allow the Developer to apply for a building permit for the Project ("Plans and Specifications"). The Plans and Specifications shall be subject to the approval of the Executive Director, which approval shall not be unreasonably withheld and which approval shall be given if the Plans and Specifications are consistent with the Schematic Documents. The Developer agrees to utilize its good faith efforts to make modifications to the Plans and Specifications to satisfy the requirements of the Executive Director if the Plans and Specifications are inconsistent with Schematic Documents. The Developer shall provide to the Executive Director such additional back-up information as the Executive Director may reasonably request to enable the Executive Director to analyze the Plans and Specifications. The Executive Director shall have fifteen (15) days from the receipt of the Plans and Specifications to approve or disapprove same. If the Executive Director fails to timely respond, the Plans and Specifications shall be deemed approved. In the event of disapproval, the Executive Director shall specify the reason for such disapproval. In the event of disapproval, Developer shall modify the Plans and Specifications, as appropriate, to address the comments and concerns of the Executive Director to cause the Plans and Specifications to be consistent with the Schematic Documents. Any resubmission shall be subject to the approval of the Executive Director in accordance with the procedure outlined above for the original submission until same is approved or deemed approved by the Executive Director. The Executive Director and the Developer shall in good faith, attempt to resolve any disputes regarding the Plans and Specifications. If the Executive Director has rejected the Plans and Specifications two (2) times, the Developer may elect to submit such dispute regarding the approval of the Plans and Specifications to the CRA Board for resolution. The Plans and Specifications as approved or deemed approved by the Executive Director shall mean the "Plans". 3.6 Development Requirements. Developer shall be required to develop the Project substantially in accordance with the Plans. Any material variation to the Plans shall require approval of the Executive Director, which approval shall not be unreasonably withheld or delayed provided that same is in accordance the spirit and intent of Plans and this Agreement. 3.7 Development Timeframe. 3.7.1 "Project Schedule". Developer shall achieve Completion of the Project in accordance with the Plans within sixteen (16) months from the Closing Date, as hereinafter defined, as same may be extended as a result of Unavoidable Delays (the "Completion Date"), time being of the essence. The term "Unavoidable Delays" shall mean delays beyond the control of the Developer (other than delays in connection with obtaining licenses, permits and approvals from any governmental authority relating to the Project) including, without limitation, civil commotion, war, invasion, rebellion, hostility, military or usurped power, sabotage, insurrection, strikes or lockouts on an area wide basis and not specific to the Project, riots, hurricanes, floods, earthquakes, casualties, acts of the public enemy, 4 epidemics, quarantines, restrictions, embargos and area wide governmental restrictions. If the Developer fails to achieve Completion within ninety (90) days of the Completion Date, Developer shall pay to the CRA One Thousand and No/100 Dollars ($1,000.00) per day thereafter until Completion. The Executive Director, in hits sole discretion, may elect to waive all or a portion of any payment due pursuant to the preceding sentence. The term "Completion" shall mean the Project has been completed substantially in accordance with the Plans and a temporary certificate of occupancy has been issued by the City of Miami for all residential units comprising the Project and a certificate of completion, or its equivalent, has been issued for all of the commercial space included in the Project. This provision shall survive the closing. 3.8 Project Budget. A. The preliminary budget for the Project prepared by the Developer is attached hereto as Exhibit "C" and made a part hereof (the "Preliminary Budget"). The Executive Director has not approved or analyzed the line items included in the Preliminary Budget prepared by the Developer. As soon as available but in no event later than sixty (60) days after the approval of the Schematic Documents, the Developer shall submit to the Executive Director for review and approval, which approval shall not be unreasonably withheld, a detailed line item budget reflecting all hard and soft costs anticipated to be incurred by the Developer in connection with the Project (the "Project Budget"). The Developer agrees to use its good faith efforts to make all reasonable modifications to the Project Budget to satisfy the requirements of the Executive Director. The Developer shall provide to the Executive Director such additional back-up information as the Executive Director may reasonably request to enable the Executive Director to analyze all aspects of the Project Budget. The Executive Director shall have fifteen (15) days after receipt of the Project Budget to approve or disapprove same. If the Executive Director fails to timely respond to the Project Budget submitted by the Developer, same shall be deemed approved. In the event of disapproval, the Executive Director shall identify the reasons for such disapproval. In the event of disapproval, the Developer shall modify the Project Budget as appropriate, to address the comments and concerns of the Executive Director. Any resubmission shall be subject to the approval of the Executive Director in accordance with the procedure outlined above for the original submission until same is approved or deemed approved by the Executive Director. The Executive Director and the Developer shall, in good faith, attempt to resolve any disputes regarding the Project Budget. If the Executive Director has rejected the Project Budget two (2) times, the Developer may elect to submit such dispute regarding the approval of the Project Budget to the CRA Board for resolution. The Project. Budget, as approved or deemed approved by the Executive Director, shall be deemed the "Budget". The Budget shall establish the amount of the CRA Contribution. 5 B. The Project Budget shall include a Seventy -Five Thousand and No/100 Dollars ($75,000.00) line item to be utilized solely to pay third parties retained by the CRA to assist in monitoring compliance with the terms of this Agreement and oversee construction of the Project on behalf of the CRA. The Funding Agreement, as hereinafter defined, shall include a mechanism for the Executive Director to be able to submit draw requests to the Lender, as hereinafter defined, to draw funds from this line item to pay third party costs and expenses incurred by the CRA. In no event shall more than Seventy Five Thousand and No/100 Dollars ($75,000.00) be payable by the Developer for CRA third party expenses. 3.9 Project Feasibility. If the Developer concludes that the Project is not feasible as a result of the Developer not being able to secure other funding sources for the Project, the Developer may terminate this Agreement by written notice to the CRA at any time prior to May 15, 2013 in which event this Agreement shall terminate and the Developer shall have no further obligations under this Agreement and no liability to the CRA for terminating this Agreement. 4. DEVELOPMENT AND FINANCIAL APPROVALS. 4.1 Development of Project. As soon as available after the Effective Date, Developer shall submit to the Executive Director for review and approval, which approval shall not be unreasonably withheld, the following: 4.1.1 Construction Contract. The construction contract for the Project (the "Construction Contract"), together with the "schedule of values" for the Project, which shall include the obligation of the general contractor to comply with the participation requirements set forth in Section 6.2.1 and 6.2.2 of this Agreement. 4.1.2 Loan Commitment. A loan commitment from a financial institution evidencing that Developer has obtained a construction loan commitment for the development of the Project (the "Loan Commitment") which shall be reasonably acceptable to the Executive Director. The Executive Director will not have approval rights over the loan terms or equity investment terms. The approval of the Executive Director shall be limited to the issue of whether the Loan Commitment reflects that funds will be available for construction of the Project and the amount of funds that will be made available for construction. 4.1.3 Equity. Evidence reasonably satisfactory to the Executive Director that Developer has sufficient equity available to meet the equity requirement of the Loan Commitment with respect to the Project (the "Equity") taking into consideration the CRA Contribution. 4.1.4 Funding Agreement. The CRA, the Developer, the Non -Profit, as hereinafter defined, the Developer's lender providing financing in accordance with the Loan Commitment (the "Lender") the institutional investor(s) providing equity to the Developer with respect to the purchase of the tax credits (the "Institutional Investor") MM St John Plaza, LLC, a Florida limited liability company (the "Managing Member") or an entity controlled by the CDC and Biscayne (the "Controlled Entity") which makes the MM Loan, as hereinafter defined, shall agree to the terms of an agreement (the "Funding Agreement") in form and substance reasonably 6 acceptable to the Executive Director. The Funding Agreement shall contain such provisions that are customarily included in construction loan agreements utilized by national banking associations doing business in Miami -Dade County, Florida to ensure the proper use and disbursement of the funds and completion of the Project, including, without limitation, provisions dealing with the following: 4.1.4.1 The disbursement of the CRA Contribution, the funding and disbursement of the proceeds of the loan contemplated by the Loan Commitment (the "Loan") the funding and disbursement of the Equity to be provided by the Developer and the Institutional Investor, the disbursement of the Non -Profit Loan, as hereinafter defined, and the disbursement of the MM Loan, as hereinafter defined. The CRA Contribution, the Non -Profit Loan and the MM Loan shall be disbursed on a pari passu basis with the proceeds of the Loan or on such other basis as mutually agreed by the Executive Director, the Lender and the Institutional Investor. The CRA Contribution, the proceeds of the Non -Profit Loan and the proceeds of the MM Loan shall be deposited into a segregated account with the Lender pursuant to the Funding Agreement. The Developer shall deposit the Equity into an account with the Lender pursuant to the Funding Agreement. 4.1.4.2 The procedure for submission of monthly draw requests and partial lien waivers to the Lender, for review and approval. 4.1.4.3 The procedure for the inspection of the Project during construction for the benefit of the CRA, the Non -Profit, the Managing Member (or Controlled Entity), the Institutional Investor and the Lender, and approval by the Lender of the percentage of work completed. 4.1.4.4 The approval of the Budget and any amendments to the Budget by the Lender. 4.1.4.5 The approval of the re -allocation of funds to different line items in the Budget by the Lender. 4.1.4.6 The requirement that the CRA Contribution, the Non -Profit Loan and the MM Loan only be utilized for the design and construction of the residential portion of the Project. 4.1.4.7 The procedure for the determination of whether there are adequate funds included in the Budget to complete the Project and whether the Budget is "in balance" by the Lender. If it is determined that due to cost overruns or change orders the Budget is not "in balance" the Developer will be required to fund the amount determined by the Lender, to keep the Budget "in balance" prior to there being any further disbursement of the CRA Contribution, the Non -Profit Loan and the MM Loan. Lender. 4.1.4.8 The procedure for approving change orders by the Lender. 4.1.4.9 The procedure for approving changes to the Plans by the 7 4.1.4.10 The procedure for the CRA to submit draw requests to the Lender pursuant to Section 3.8(B) not to exceed Seventy Five Thousand and No/100 Dollars ($75,000.00) in the aggregate. 4.1.5 Lease. The Lease complying with the requirements of Section 2.5, and shall be reasonably acceptable to the Executive Director. 4.1.6 Operating Agreement. The operating agreement for the Developer (the "Operating Agreement") must reflect that the MM St John Plaza, LLC is the manager and owns not less than .01% membership interest in Developer and reflect that the balance of the membership interest in Developer is owned by the CDC or the Institutional Investor and the operating agreement for MM St John Plaza, LLC must reflect that the CDC has not less than a 49% membership interest in MM St John Plaza, LLC. 4.2 The Executive Director shall have fifteen (15) days after receipt of each of the items required by Section 4.1 to review and approve or disapprove same, which approval shall not be unreasonably withheld. In the event of disapproval of any such item, the Executive Director shall specify the reasons for such disapproval. In such event the Developer shall utilize its good faith efforts to address the comments and concerns of the Executive Director. 5. CRA CONTRIBUTION. 5.1 The CRA covenants and agrees to make a cash contribution to the Non - Profit, as hereinafter defined, in an amount of up to Ten Million and No/100 Dollars ($10,000,000.00) for the design and development of the residential portion of the Project (the "CRA Contribution"), provided all of the CRA Conditions Precedent are satisfied or waived by the CRA. The CRA Contribution to the Non -Profit shall be made in accordance with the terms of the Non -Profit Grant Agreement, as hereinafter defined, and the Non -Profit shall loan One Hundred Percent (100%) of the proceeds of the CRA Contribution to the Managing Member (or Controlled Entity) (the "Non -Profit Loan"). The Managing Member (or Controlled Entity) shall loan One Hundred Percent (100%) of the proceeds of the Non -Profit Loan to the Developer (the "MM Loan") to be disbursed in accordance with the Funding Agreement. The CDC must have not less than a twenty percent (20%) interest in the MM Loan. The exact amount of the CRA Contribution will depend upon the Project Budget approved by the Executive Director and other funding sources for the Project obtained by the Developer. The final amount of the CRA Contribution shall be established at the time the Executive Director approves the Project Budget, subject to adjustment in accordance with Section 5.2 and 5.3 below. Under no circumstances shall the CRA Contribution be increased notwithstanding any increases in the Project Budget. 5.2 The exact amount of the CRA Contribution will depend upon the Project Budget approved by the Executive Director and other funding sources for the Project obtained by the Developer. The CRA Contribution shall be reduced if the committed sources of funding upon achieving Completion exceed all uses, including a fully -funded developer fee including developer overhead and profit in an amount not exceeding the lesser of (i) eighteen percent (18%); or (ii) the maximum developer fee, including developer overhead and profit permitted by the Florida Housing Finance Corporation ("FHFC") guidelines for multi -family revenue bond - financed projects pursuant to Rule 67-21, Fla. Admin. Code. 8 5.3 Upon Completion, the Developer, at its sole cost and expense, shall retain Cohen/Reznick Group, PC, or a similarly qualified accounting firm, to prepare a cost certificate (the "Cost Certification"), based upon an audit of all costs and expenses incurred in connection with achieving Completion, which Cost Certificate shall be in compliance with all FHFC guidelines for cost certifications. Upon receipt of the Cost Certificate, the Developer shall promptly provide a copy of same to the Executive Director and the Non -Profit. Should such Cost Certification show an excess of sources over uses (including a fully -funded developer fee not in excess of the limits set for in Section 5.2), then the CRA Contribution, the Non -Profit Loan and the MM Loan shall be reduced by the amount of such excess. If the CRA Contribution, the Non -Profit Loan and the MM Loan have been fully disbursed the Developer shall repay such amount within thirty (30) days after written demand from the Executive Director to the Managing Member (or Controlled Entity) which will, in turn, repay such portion of the Non -Profit Loan to the Non -Profit and the Non -Profit shall repay that portion of the CRA Contribution to the CRA. If the Executive Director disputes the Cost Certificate the Developer and the Executive Director shall utilize their good faith efforts to resolve the dispute within fifteen (15) days of the Executive Director's receipt of a copy of the Cost Certificate. If the Developer and the Executive Director cannot resolve the dispute regarding the Cost Certificate within the fifteen (15) day period, either party may submit the dispute to the CRA Board for resolution, which shall be binding on the parties. This provision shall survive the closing. 5.4 The CRA has advised the Developer that the CRA Contribution shall be derived from the proceeds of bonds (the "CRA Bond Issue") to be issued by the CRA which shall be secured by tax increment revenues. The CRA Contribution shall not be security for the CRA Bond Issue or any other indebtedness of the CRA. The Developer acknowledges that restrictions associated with the CRA Bond Issue will require that the Loan, as hereinafter defined, be utilized only with respect to the design and construction of the residential portion of the Project and that the CRA Contribution be paid to a non-profit corporation which must be a 501(c)(3) not -for -profit corporation which is not affiliated in any way with the CRA, the County, the State of Florida or the Developer (the "Non -Profit") and otherwise comply with the terms of the Non -Profit Grant Agreement in substantially the form of Exhibit "D" attached hereto and made a part hereof (the "Non -Profit Grant Agreement"). 5.5 The CRA is currently in the process of obtaining the CRA Bond Issue on terms and conditions acceptable to the CRA, in its sole discretion. The CRA Bond Issue must be approved by the CRA Board of Commissioners ("Bond Issue Approval"). If the CRA has not obtained the CRA Bond Approval on terms and conditions acceptable to the CRA, in its sole discretion, which terms and conditions have also been approved by the Board of Commissioners of the CRA on or before December 31, 2013, then in such event, this Agreement shall automatically terminate as of December 31, 2013, in which event, the parties shall be released from any further obligations under this Agreement, except for those obligations that expressly survive termination of this Agreement. 5.6 Developer and the CRA agree that the CRA shall make the CRA Contribution to a Non -Profit acceptable to the CRA. Within thirty (30) days from the Effective Date, the Developer shall identify the Non -Profit and submit all proposed structure documents, including, without limitation, the loan documents (the "Non -Profit Loan Documents") in connection with the Non -Profit Loan and the loan documents in connection with the M I Loan 9 (the "MM Loan Documents"), to the CRA for its approval or disapproval, which approval shall not be unreasonably withheld, provided the CRA has the same protections currently afforded to the CRA under this Agreement, the Non -Profit and the Non -Profit Loan Documents and the MM Loan Documents comply with the requirements of the CRA Bond Issue and the Non -Profit Grant Agreement, including, without limitation, with respect to control of the CRA Contribution and the direct deposit of the Non -Profit Loan proceeds and the MM Loan Proceeds with the Lender to be disbursed in accordance with the Funding Agreement. The Non -Profit and the Managing Member (or Controlled Entity) shall become a party to the Funding Agreement, however, the CRA shall retain control over the disbursement of the Non -Profit Loan to the Managing Member (or Controlled Entity) to the Developer in accordance with the Funding Agreement. 5.7 The CRA and the Non -Profit will enter into the Non -Profit Grant Agreement which shall govern the use of the CRA Contribution. In the event that any portion of the Non -Profit Loan is repaid to the Non -Profit, the Non -Profit shall apply same in accordance with the Non -Profit Grant Agreement. The Non -Profit shall not be permitted to retain any portion of the CRA Contribution and any fees and costs of the Non -Profit must be paid from sources other than the CRA Contribution. The CRA acknowledges that the Non -Profit Loan may be non -interest bearing, require no principal payments unless there is an event of default, and be forgivable after fifteen (15) years. 5.8 The Managing Member (or the Controlled Entity) shall not be permitted to retain any portion of the Non -Profit Loan and any fees and costs of the Managing Member (or the Controlled Entity) must be paid from sources other than the Non -Profit Loan. One hundred percent (100%) of the Non -Profit Loan must be loaned to the Developer pursuant to the MM Loan Documents. The Managing Member (or the Controlled Entity) may retain any payments made with respect to the MM Loan after the Non -Profit Loan is forgiven. 5.9 The Executive Director shall have fifteen (15) days after receipt of information regarding the Non -Profit, the proposed Non -Profit Loan Documents and the proposed MM Loan Documents to approve or disapprove same, which approval shall not be unreasonably withheld provided the Non -Profit, the proposed Non -Profit Loan Documents and the proposed MM Loan Documents comply with the requirements of the CRA Bond Issue, the Non -Profit Grant Agreement and this Agreement. In the event of disapproval, the Executive Director shall specify the reasons for such disapproval. If the Executive Director has not approved the Non -Profit, the Non -Profit Grant Agreement, the Non -Profit Loan Documents and the MVI Loan Documents prior to February 15, 2013, this Agreement shall be of no further force and effect, at the option of the Executive Director, in which event the parties shall be released from all further obligations under this Agreement except for the obligations that expressly survive termination. 6. MINORITY AND WOMEN'S PARTICIPATION AND EQUAL EMPLOYMENT OPPORTUNITY. 6.1 Minority and Women Participation and Equal Opportunity. In connection with the Project, the Developer agrees that it will: 10 i) Take definitive action in the recruitment, advertising and to attract and retain minority and female contractors and subcontractors; ii) Provide a reasonable opportunity in the recruitment, advertising and hiring of professionals, contractors and subcontractors residing within the Redevelopment Area and within the City of Miami; iii) Take reasonable definitive action in retaining employees regardless of race, color, place of birth, religion, national origin, sex, age, marital status, veterans and disability status; iv) Maintain equitable principles in the recruitment, advertising, hiring, upgrading, transfer, layoff, termination, compensation and all other terms, conditions and privileges of employment; v) Monitor and review all personnel practices to guarantee that equal opportunities are being provided to all employees regardless of race, color, place of birth, religion, national origin, sex, age, marital status, veterans and disability status; vi) Post in conspicuous places, availability to employees and applicants for employment, notices in a form to be provided to the Executive Director, setting forth the non-discrimination clauses of this Section 6. vii) In all solicitations and advertisements for employment placed by or on behalf of Developer, state that all applicants will receive consideration for employment without regard to race, creed, color or national origin. 6.2 Participation Requirements. Developer agrees to comply with the following subcontractor participation requirements and laborer participation requirements (the "Participation Requirements") with respect to the Project: 6.2.1 Subcontractor Participation. The Developer shall cause its general contractor to hire not less than twenty percent (20%) of the subcontractors for the demolition of any existing improvements and construction of the Project utilizing companies that have their principal place of business either within the Redevelopment Area or within the City. First priority shall be given to subcontractors that have their principal place of business in the Redevelopment Area. For purpose of calculating the twenty percent (20%) subcontractor participation, the twenty percent (20%) participation shall be calculated based upon the dollar value of each subcontract given to subcontractors whose principal place of business is in either the Redevelopment Area or the City and the total dollar value of all subcontracts entered into by the general contract for the Project ("Subcontractor Participation Requirement"). 6.2.2 Laborer Participation. Developer agrees to cause its general contractor and all subcontractors to hire forty percent (40%) of the unskilled labor for the demolition of any existing improvements and the construction of the Project ("Laborer 11 Participation Requirement") from workers residing in either the Redevelopment Area or the City. First priority shall be given to unskilled laborers who reside in the Redevelopment Area. Within thirty (30) days of approval of the Plans, Developer shall submit to the Executive Director for review and approval Developer's estimate for the number of unskilled laborers which will be required for the demolition of any existing improvements and the construction of the Project (the "Labor Estimate"). The Executive Director shall have fifteen (15) days from receipt of the Labor Estimate to approve or disapprove same which approval shall not be unreasonably withheld. The Developer shall provide to the Executive Director such additional back-up information as the Executive Director may reasonably request to enable the Executive Director to analyze the Labor Estimate. The Executive Director shall have fifteen (15) days after receipt of the Labor Estimate to approve or disapprove same. If the Executive Director fails to timely respond to the Labor Estimate submitted by the Developer, same shall be deemed approved. In the event of disapproval, the Executive Director shall specify the reasons for such disapproval. In the event of disapproval the Developer shall modify the Labor Estimate as appropriate, to address the comments and concerns of the Executive Director. Any resubmission shall be subject to the approval of the Executive Director in accordance with the procedure outlined above for the original submission until it is approved or deemed approved by the Executive Director. The Executive Director and the Developer shall, in good faith, attempt to resolve any disputes regarding the Labor Estimate. If the Executive Director rejects the Labor Estimate two (2) times, the Developer may elect to submit such dispute regarding the approval of the Labor Estimate to the CRA Board for resolution. The Labor Estimate approved or deemed approved by the Executive Director shall be utilized by the Executive Director to determine compliance with the Laborer Participation Requirement unless Developer is able to establish manifest error in the Labor Estimate based upon the actual number of laborers required for demolition of the existing improvements and construction of the Project. 6.2.3 In the event of any disputes between the Executive Director and the Developer as to whether any subcontractor has its principal place of business in either the Redevelopment Area or the City or whether any laborer resides in either the Redevelopment Area or the City, the Developer and the Executive Director shall proceed in good faith to resolve the dispute. In the event the dispute is not resolved within ten (10) days either party may submit the dispute to the Board for resolution which shall be binding on the parties. 6.3 Report Requirements. The Developer shall be required to submit to the Executive Director on a monthly basis commencing upon the earlier to occur of (i) thirty (30) days after commencement of demolition of the existing improvements or (ii) the commencement of construction of the Project, detailed reports evidencing compliance with the Subcontractor Participation Requirements and the Laborer Participation Requirements during the prior thirty (30) day period ("Participation Reports"). The Participation Reports shall contain such information as the Executive Director may reasonably require to enable the Executive Director to determine whether the Developer is in compliance with the Subcontractor Participation Requirements and the Laborer Participation Requirements, including details of the priority procedure established for the Redevelopment Area. 6.3.1 Penalties for Non -Compliance with Subcontractor Participation Requirements. To the extent Developer fails to comply with the Subcontractor Participation Requirements, with respect to the Project, Developer shall pay to the CRA as a penalty for such 12 non-compliance Two Thousand Five Hundred and No/100 Dollars ($2,500.00) for each percentage point below the Subcontractor Participation Requirement (the "Subcontractor Non - Compliance Funds"). The Subcontractor Non -Compliance Funds shall be calculated by the Executive Director after completion of the Project and shall be due and payable within thirty (30) days from the date of Developer's receipt of written statement from the Executive Director stating the amount of Subcontractor Non -Compliance Funds due. To the extent of any dispute between the Executive Director and the Developer with respect to the compliance with the Subcontractor Participation Requirements, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding on the parties. The Executive Director, in his sole discretion, may elect to waive all or a portion of the amount the Developer is required to pay to the CRA pursuant to this Section 6.3.1. 6.3.2 Penalties for Non Compliance with Laborer Participation Requirements. To the extent Developer fails to comply with the applicable Laborer Participation Requirements, with respect to the Project, Developer shall pay to the CRA as a penalty for such non compliance One Thousand and No/100 Dollars ($1,000.00) for each percentage point below the Laborer Participation Requirements (the "Laborer Non -Compliance Fund"). The Laborer Non -Compliance Funds shall be calculated by the Executive Director after completion of the Project and shall be due within thirty (30) from Developer's receipt of written statement from the Executive Director stating the amount of Laborer Non -Compliance Funds due. To the extent of any dispute between the Executive Director and the Developer with respect to the compliance with the Laborer Participation Requirements, such dispute shall be submitted to the CRA Board for resolution. The decision of the CRA Board shall be binding upon the parties. The Executive Director, in his sole discretion, may elect to waive all or a portion of the amount the Developer is required to pay to the CRA pursuant to this Section 6.3.2. 7. INSURANCE. 7.1 From the Closing Date until Completion of the Project, the Developer shall maintain the insurance required by Exhibit "E" attached hereto and made a part hereof (the "Insurance Requirements"). 8. AFFORDABLE RENTAL HOUSING. 8.1 Affordable Rental Requirement. Developer shall rent one hundred percent (100%) of the residential units to qualified tenants whose gross income is 60% or below the Miami -Dade County area median income, (the "Affordable Rental Requirement") for a period of thirty (30) years from the date of the issuance of a certificate of occupancy or certificates of occupancy for all of the residential units in the Project. 8.2 Restrictive Covenant. At Closing the Developer and the CRA shall execute a restrictive covenant in substantially the form of Exhibit "F" attached hereto and made a part hereof (the "Restrictive Covenant") which will run with the land for a period of thirty (30) years from Completion as more particularly provided in the Restrictive Covenant. The Restrictive Covenant shall be prior to the rights of the Lender. 9. CRA CONDITIONS PRECEDENT. 13 9.1 The obligations of the CRA to make the CRA Contribution contemplated by this Agreement is subject to the satisfaction or waiver of the following conditions precedent (the "CRA Conditions Precedent"): Contract. Schedule. 9.1.1 The Executive Director shall have approved the Budget. 9.1.2 The Executive Director shall have approved the Plans. 9.1.3 The Executive Director shall have approved the Construction 9.1.4 The Executive Director shall have approved the Project 9.1.5 The Executive Director shall have approved the Loan Commitment for the Project. 9.1.6 The Executive Director shall have confirmed that Developer has sufficient equity to meet the requirements under the Loan Commitment for the construction of the Project taking into consideration the CRA Contribution. 9.1.7 The Executive Director, the Non -Profit, the Institutional Investor, the Managing Member (or Controlled Entity, as appropriate) and the Lender have approved the Funding Agreement. 9.1.8 The Lender under the Loan Commitment is prepared to close the construction loan with respect to the Project in accordance with terms of the Loan Commitment. 9.1.9 The Executive Director shall have confirmed that (i) the CDC has not less than a 49% membership interest in the Managing Member of the Developer; and (ii) that there has been no other change in the ownership interest in the Developer other than the transfer of the up to 99.9% of the membership interest in Developer from the CDC to the Institutional Investor. 9.1.10 The Executive Director has approved the proposed development agreement between the Developer and St. John Plaza Developers, LLC, a Florida limited liability company to oversee the construction of the Project subject to the limitations contained in Section 5.2. 9.1.11 The Executive Director has confirmed that the CDC has not less than a twenty percent (20%) interest in the developer fee and profit earned by St. John Plaza Developers, LLC, a Florida limited liability company to be paid para passu with the amounts paid to Biscayne. 9.1.12 Developer shall have provided to the Executive Director a payment and performance bond in form and substance satisfactory to the CRA in amount equal to one hundred percent (100%) of the constructions costs for the Project, which shall be issued 14 by a surety having a credit rating of "A" or higher with a financial strength of X or higher (the "Payment and Performance Bond"). 9.1.13 The Developer has obtained a building permit to enable the Developer to construct the Project in accordance with the Plans. 9.1.14 The CRA has approved the Non -Profit and the Non -Profit Loan Documents and the MM Loan Documents. 9.1.15 The Non -Profit has executed the Non -Profit Grant Agreement and the Funding Agreement. 9.1.16 Developer has provided the Executive Director evidence that the Developer owns good marketable and insurable Ieasehold interest in the Property pursuant to the Lease subject only to the Permitted Exceptions and that the CDC owns good marketable fee simple title to the Property subject only to the Permitted Exceptions. 9.1.17 Developer has provided the Executive Director evidence that the Developer has obtained the insurance coverage required by the Insurance Requirements. 9.1.18 The Developer has provided the Executive Director an environmental assessment report reflecting no environmental conditions that will adversely affect the development of the Project. 9.1.19 The Developer has provided the Executive Director soil test reports reflecting that soil conditions will not adversely affect the development of the Project. 9.1.20 The CRA has approved the Lease. 9.1.21 The CDC has given all approvals required under the Lease to enable Developer to construct the Project in accordance with the Plans. 9.1.22 The CRA has approved the Operating Agreement and the operating agreement for the Managing Member. 9.2 In the event the CRA Conditions Precedent are not satisfied or waived by the CRA on or before the Closing Date then the CRA may either (i) tenninate this Agreement in which event the parties shall be released from all further obligations under this Agreement except for the obligations under this Agreement which expressly survive the termination of this Agreement, or (ii) waive the condition and proceed in accordance with this Agreement. 9.3 In the event the CRA Conditions Precedent are not satisfied or waived by the CRA and this Agreement is terminated as a result thereof, the Developer shall have no further obligations to the CRA under this Agreement and no liability to the CRA as a result of the CRA Conditions Precedent not being satisfied. 10. CLOSING DATE. 15 10.1 Closing. The closing of the transaction contemplated by this Agreement (the "Closing Date") shall occur on the earlier of (a) ten (10) days after all the CRA Conditions Precedent to closing have been either satisfied or waived by the CRA or (b) three hundred sixty (360) days after the CRA has obtained Bond Issue Approval, time being of the essence. On the Closing Date the following shall occur provided all of the CRA Conditions Precedent have been satisfied or waived: 10.1.1 The CRA shall deliver to Developer at closing: 10.1.1.1 A quit claim deed releasing the right of reverter contained in that special warranty deed recorded August 8, 2009 in Official Records Book 21506, at Page 2004, of the Public Records of Miami -Dade County, Florida (the "Deed"). 10.1.1.2 A certified copy of the resolution authorizing the conveyance by the CRA and the execution and delivery of the documents contemplated by this Agreement. 10.1.1.3 The Funding Agreement executed by the CRA. 10.1.1.4 The Restrictive Covenant executed by the CRA. 10.1.1.5 A declaration of restrictions requiring the Developer, the CDC and the Church to comply with its obligations with respect to Sections 3.6, 6, and 18 of this Agreement (the "Declaration of Restrictions") executed by the CRA. 10.2 Developer shall deliver to the CRA or cause to be delivered to the CRA at closing: 10.2.1 Evidence of authority to close the transaction and execute and deliver the appropriate closing documents. 10.2.2 Payment and Performance Bond. 10.2.3 The Funding Agreement executed by the Developer, the Non - Profit, the Managing Member (or Controlled Entity) , the Institutional Investor and Lender. 10.2.4 A guaranty of the lien free completion of the Project executed by Michael Cox and Gonzalo Deramon in the form of Exhibit "G" attached hereto (the "Guaranty"). 10.2.5 Evidence that the Lease or a Memorandum of Lease has been recorded. 10.2.6 The Restrictive Covenant executed by the Developer and the CDC to be recorded prior to any mortgages encumbering the Property. 10.2.7 The Declaration of Restrictions executed by the Developer and the CDC to be recorded prior to any mortgage encumbering the Property. 16 10.3 The documentary stamp tax and surtax to be affixed to the Deed and the cost for recording the Deed, the Restrictive Covenant and the Declaration of Restrictions shall be paid by Developer. Each party shall bear the cost of the fees of their own respective attorneys and other professionals and the cost of their own respective performance under this Agreement. 11. REPRESENTATIONS OF CRA. 11.1 The CRA makes the following representations: 11.1.1 The CRA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its properties, to carry on its business as presently conducted by the CRA, and to perform its obligations under this Agreement. 11.1.2 The CRA's execution, delivery and performance of this Agreement have been duly authorized by all necessary legal actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which the CRA is a party or by which the CRA or CRA's property may be bound or affected, except for such approvals required by this Agreement. 11.1.3 This Agreement constitutes the valid and binding obligation of the CRA, enforceable against the CRA, and its successors and assigns, in accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 11.2 Survival of Representations. All of the representations of the CRA set forth in this Agreement shall be true upon the execution of this Agreement, shall be deemed to be repeated and as of the Closing Date, and shall be true as of the Closing Date. All of the representations, warranties and agreements of the CRA set forth in this Agreement shall survive the Closing until Completion. 12. DEVELOPER'S REPRESENTATIONS. 12.1 Developer makes the following representations to the CRA as follows: 12.1.1 Developer is a limited liability company duly organized and validly existing under the laws of the State of Florida, and have full power and capacity to own its leasehold interest in the Property, to carry on its business as presently conducted, and to enter into the transactions contemplated by this Agreement. 12.1.2 Developer's execution, delivery and performance of this Agreement has been duly authorized by all necessary company actions and does not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which it is a party or by which it may be bound or affected. 12.1.3 This Agreement constitutes the valid and binding obligation of Developer, enforceable against Developer and its successors and assigns, in accordance with its 17 respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 12.1.4 Exhibit "H" lists all the entities that have an ownership interest in the Developer as of the Effective Date of this Agreement, subject to the transfer of up to 99.9% of the membership interest in the Developer to tax credit investors. 12.1.5 The Developer owns good marketable and insurable fee simple title to the Property, free and clear of all liens and encumbrances, other than the Permitted Exceptions. 12.1.6 To the best of Developer's knowledge, the Property is in compliance in all material respects with the following (herein collectively called the "Environmental Laws"): the Resource Conservation and Recovery Act of 1976 ("RCRA"), 41 U.S.C. § 6901, et seq., as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Reauthorization Act of 1986 ("CERCLA"), 42 U.S.C. § 9601 et sue., and any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous substance. Developer has not received notice of any liens on the Property created, permitted or imposed by any Environmental Laws. Developer has not received written notice of or is aware of any actual, asserted or threatened, liability or obligation of the Developer, related to the Property, under any Environmental Laws. 12.1.7 No portion of the Property is being acquired by any government authority in the exercise of its power to condemn or to acquire through eminent domain or private purchase in lieu thereof nor, to the best of Developer's knowledge, are any of these proceedings or actions threatened or imminent. 12.2 Survival of Representations. All of the representations of the Developer set forth in this Agreement shall be true upon the execution of this Agreement, shall be deemed to be repeated and as of the Closing Date, and shall be true as of the Closing Date. All of the representations, warranties and agreements of the Developer set forth in this Agreement shall survive the Closing until Completion. 13. DEFAULT. 13.1 Developer Failure to Perform. 13.1.1 If the Conditions Precedent are not satisfied or waived by the CRA on or before the Closing Date, this Agreement shall terminate and the parties shall be released from all obligations under this Agreement. 13.1.2 In the event the Developer defaults with respect to its obligations under Sections 6 or 8, which default is not cured within thirty (30) days of written notice from the CRA or such longer period, if the default by its nature cannot be cured within the thirty (30) day period provided Developer commences the curative action within the thirty (30) day period and diligently pursues the cure until completion (not to exceed 90 days) the CRA shall be 18 entitled to seek specific performance of this Agreement in addition to the penalties provided for in this Agreement. 13.1.3 In the event this Agreement contains any material misrepresentations by the Developer, the CRA, as its sole and exclusive remedy may terminate this Agreement, in which event the parties shall be released from all further obligations under this Agreement. 13.2 In the event of a default by the CRA under this Agreement which is not cured within ten (10) days of written notice from Developer, without any default on the part of Developer, Developer, as its sole and exclusive remedy, shall be entitled to (i) terminate this Agreement in which event the parties shall be released from all further obligations under this Agreement except for the obligations that expressly survive the termination, or (ii) sue for specific performance to enforce the terms of this Agreement. Developer waives any other remedies it may have against the CRA at law or in equity as a result of a breach of this Agreement. In the event of a termination of this Agreement, in which event the parties shall be released from all further obligations under this Agreement except for the obligations that expressly survive the termination. 14. BROKERS. The parties each represent and warrant to the other that there are no real estate broker(s), salesman (salesmen) or finder(s) involved in this transaction. If a claim for commissions in connection with this transaction is made by any broker, salesman or finder claiming to have dealt through or on behalf of one of the parties hereto ("Indemnitor"), Indemnitor shall indemnify, defend and hold harmless the other party hereunder ("Indemnitee"), and Indemnitee's officers, directors, agents and representatives, from and against all liabilities, damages, claims, costs, fees and expenses whatsoever (including reasonable attorney's fees and court costs at trial and all appellate levels) with respect to said claim for commissions. The provisions of this Paragraph shall survive the Closing. 15. ASSIGNABILITY. This Agreement may not be assigned without the approval of the CRA, which approval may be granted or withheld by the CRA, in its sole discretion. For the purpose of this Section 15.1, each of the following events shall be deemed an assignment requiring the approval of the CRA, which approval may be granted or withheld by the CRA, in its sole discretion: (i) the change in control of Developer which is currently controlled by the Managing Member; (ii) transfer of more than 20% of the membership interest in the Developer other than to the Institutional Investor; 16. NOTICES. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express), sent by fax and another method provided herein or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to Developer: 19 St John Plaza Apartments, LLC 1 324 NW 3rd Avenue Miami, Florida 33136 Attention: Ola O. AIuko Fax: 305-372-0682 With a copy to: Legal Services of Greater Miami 3000 Biscayne Blvd., Suite 500 Miami, Florida 33137 Attention: Shahrzad Emani Fax: 305-576-5112 And with a copy to: Lynn Washington, Esq. 4 Midtown 3301 NE 1st Avenue, Suite M-501 Miami, FT. 33137 Fax: 305 749-8988 And with a copy to: Alayon & Associations, P.A. 135 San Lorenzo Avenue, Suite 820 Coral Gables, FL 33146 Attention: Richard A. Alayon, Esq. Fax: 305-221-5321 If to CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Clarence E. Woods, III, Executive Director 1490 NW Third Avenue Suite 105 Miami, FL 33136 Fax: 305-679-6836 With a copy to: William R. Bloom, Esq. Holland & Knight, LLP Suite 3000 701 Brickell Avenue Miami, FL 33131 Fax: 305-789-7799 20 And with a copy to: Staff Counsel Southeast Overtown/Park West Community Redevelopment Agency 1490 NW Third Avenue Suite 105 Miami, FL 33136 Fax: 305-679-6836 Notices personally delivered or sent by fax shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. 17. CHALLENGES. Developer acknowledges and agrees that the CRA shall have no liability whatsoever to Developer in connection with any challenge to this Agreement and the transaction contemplated by this Agreement and Developer hereby forever waives and releases the CRA from any liability whatsoever, now or hereafter arising in connection with any challenge and covenant and agree not to initiate any legal proceedings against the CRA in connection with any challenges to this Agreement by any third parties. 18. REAL ESTATE TAXES. 18.1 It is the intention of the CRA and the Developer that the Project shall be fully taxable for the purposes of ad valorem real estate taxes and that the Developer and its successors or assigns not take advantage of any tax exemptions which may allow the Developer or its successors or assigns not to be required to pay ad valorem real estate taxes with respect to the Project. In the event for any reason the Project is not subject to ad valorem real estate taxes as a result of an exemption, then the Developer shall pay to the CRA a payment in lieu of taxes (a 'PILOT") on or before December 31 of each year in the amount of ad valorem real estate taxes that would have been due with respect to the Project if the Project had not been exempt in whole or in part from the payment of ad valorem real estate taxes. 18.2 The obligation of the Developer to make the PILOT shall constitute a covenant running with the Property and shall constitute a first lien on the Property senior to all other liens and encumbrances and shall be binding upon the Developer and its successors and assigns through December 31, 2029. 19. MISCELLANEOUS. 19.1 This Agreement shall be construed and governed in accordance with the laws of the State of Florida. Venue shall be in Miami -Dade County, Florida. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. 21 19.2 In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 19.3 In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. 19.4 In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and Paragraph headings shall be disregarded. 19.5 A1I of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. 19.6 Time shall be of the essence for each and every provision of this 19.7 This Agreement may not be recorded in the Public Records of Miami- 19.8 The "Effective Date" shall mean the date this Agreement is last executed by Developer and the CRA. Agreement. Dade County. 19.9 Developer acknowledges and agrees that other than the CRA Contribution, the Developer shall not be entitled to any tax increment funds generated by the Project. Developer waives any claims regarding the tax increment funds generated by the Project. 19.10 The Developer acknowledges and agrees that the Developer has no obligation to repay the CRA Bond Issue. 20. Certification. In connection with the CRA Bond Issue the Developer agrees to execute a certificate in substantially the form of Exhibit "I" attached hereto. 21. Amendments. The CRA and the Developer agree to execute any amendments to this Agreement reasonably necessary to facilitate the closing of the CRA Bond Issue provided any such amendment does not materially change the terms of the transaction contemplated by this Agreement. 22. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and there are no other agreements, representations or warranties other than as set forth herein. This Agreement may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. This Agreement shall be binding upon the parties hereto and their respective successors and permitted assigns. [SIGNATURE PAGES TO FOLLOW] 22 IN WITNESS hereof the parties have executed this Agreement as of the date first above written. DEVELOPER: ST JOHN PLAZA APARTMENTS, LLC, a Florida limited liability company By: MM St John Plaza, LLC, a Florida limited liability company, its Manager By: Biscayne Housing Group, LLC, a Florida limited liability company, its managing member By: Name: Michael C. Cox Title: Member/Co-Manager By: Name: Gonzalo DeRamon Title: Member/Co-Manager Date Executed: CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Clarence E. Woods, III, Executive Director Date Executed: ATTEST: Clerk of the Board Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA 23 APPROVED AS TO INSURANCE REQUIREMENTS: Francisco Gomez, Jr., Risk Management Administrator 24 JOINDER The undersigned join in this Development Agreement for the purpose of agreeing to join into the Restrictive Covenant and the Declaration of Restrictions so that said documents will be binding upon the Property in the event of termination of the Lease. St John Community Development Corporation, Inc., a non-profit Florida corporation By: Name: Title: 25 Schedule of Exhibits A. Legal Description B. Additional Permitted Exceptions C. Preliminary Project Budget D. Non -Profit Grant Agreement E. Insurance Requirements F. Restrictive Covenant G. Guaranty of Completion H. Ownership Interests I. Certificate EXHIBIT A LEGAL DESCRIPTION PARCEL 1: (Official Records Book 13210, Page 176) Beginning at the Southwest Comer of Block of Parry's Resubdivision of Lots 3 to 12 of Jape's or Sost's Addition to the City of Miami, Then North 58.6 feet, East 70 feet, South 58.6 feet, West 70 feet to the point of beginning, according to the plat of said subdivision recorded in Plat Book "8", Page 163 of the Public Records of Dade County, Florida. PARCEL 2: (Official Records Book 11615, Page 2245) Lots 3 through 16, and the North 57.66 feet of Lots 17, 18 and 19, Block 1, of PARRY'S DIVISION of Lots 3.4, 5, 6, 7, 8, 9, 10, 11 and 12 of Block 1 in JAPES ADDITION TO THE CITY OF MIAMI according to the Plat as recorded in Plat Book B at Page 163 of the Public Records of Dade County, Florida, less the following described parcel: Begin at the Northeast comer of said Lot 19; thence run South 00" 16'1 0" East along the East line of said Lot 19 for 25.66 feet; thence run North 61 "43'25" West, for 18.82 feet to the point of curvature of a circular curve to the left having a radius of 1802.87 feet; thence run Northwesterly along the arc of said curve3 through a central angle of 01 "08'29" for an arc distance of 35.91 feet; thence run North 89°56'40" East along the North line of said Lots 18 and 19 for 48.25 feet to the Point of Beginning. PARCEL 3: (Official Records Book 21506, Page 2004) Parts of Lots 20 thru 22, BEGINNING 41.87 feet South of the northwest comer of Lot 20; thence South 52.07 feet, thence East 79.74 feet, thence North 8.90 feet, thence northwest 90.6 feet to the Point of Beginning; AND all of Lots 23 thru 26 and the East 50 feet of Lots 29 thru 38 and all of Lots 39 thru 48, Block 1 of PARRY'S RESUBDIVISION OF SOST'S SUBDIVISION as recorded in Plat Book B, Page 163, of the Public Records of Dade County, Florida. PARCEL 4: (Official Records Book 24092, Page 3290) Lots 26, 27 and 28 PARRY'S RESUB according to Plat Book B, Page 163 of the Public Records of Miami -Dade County, Florida. 27 EXHIBIT B ADDITIONAL PERMITTED EXCEPTIONS NONE 28 EXHIBIT C PRELIMINARY PROJECT BUDGET St. John Plaza - Miami, FL Sources & Uses Permanent Phase Sources Total Tax Exempt Bond 4,000,000 Bond Construction Fihancing Loan1 CRA 10,000,000 Loan2 PCL Permanent 2r.d Mortgag= 5,800,000 Limited Partner Equity 9,865,000 General Parner Equity Deferred Developer Fee 928,334 Total Sources 30,593,334 Uses Total Hard Construction Costs 13,740,350 GC Profit 887,541 GC General Require, ients 887,541 GC Overhead 295,847 Accessory Puildings 427,000 Recreational / Owner Ite -ns 625,000 Off -Site Improvements 100,000 Hard Cost Contingency [?a : 708,368 Other Construction Interest Expense 926,078 Bridge Loan interest Expense 9,484 Pf3L Interest Expe71se Permanent Loan Origination Fee 40,000 Permanent Loan Closl.ig Ccsts 12,000 Construction Loan Originz'.ion Fee 150,000 Construction Loan Closing Casts 30,000 Bridge Loan Origination Fee Costs of Issuance 506,650 Cther Loan Closing Costs 173,800 Reserves Required by Lender Accounting Fees 30,000 Appication Fees Appraisal 15,000 Architect Fee -Design 350,000 Architect Fee -Supervision 50,000 Builder's Risk Insurance 129,906 29 Building Permit 173,600 Brokerage Fee Credit Unden'friting Fee 11,015 Engineering Fee 75,000 Environmental Report 15,000 FHFC Administrative Fees 83,083 FHFC Application Fees 5,000 FHFC Compliance Mon. Fee 74,056 Impact Fees (Detail) 1,052,052 Inspection Fees 150,000 Insurance- Property/Liability 100,000 Legal Fees- Partnership 200,000 Legal Fees- Other 55,000 Market Stuci y 15,000 Marketing & Advertising 100,000 Lease -Up Reserve 431,865 Property Taxes 15,000 Sol: Test Report 25,000 Sur ey(induc':ng as -built) 25,000 Title Insurance & Recording 278,492 Utility Connect+on Fee 291,200 Miscellaneous Costs [G} 75,000 Contingency (Soft Cost) 130,000 Sub -Total 23,474,928 Existing Buildings, ©Wined - Existing Buildings, To h e Acquired Other Acquisition Costs Misc. Reserves Land, To be Acquired 100,000 Retail component 2,790,000 Developer's Admin. & Overhead 938,997 Developer's Profit Acquisition Developer's Profit 3,289,409 Total Project Cost 30,593,334 30 EXHIBIT D NON-PROFIT GRANT AGREEMENT THIS NON-PROFIT GRANT AGREEMENT (the "Agreement") is made of the day of , 2013, by and between South Florida Community Development Coalition, Inc., a not for profit Florida corporation (the "NON-PROFIT") and the Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). RECITALS A. The CRA has entered into a development agreement dated as of December _, 2013 (the "Development Agreement"), by and between the CRA and St John Plaza Apartments, LLC, a Florida limited liability company (the 'Developer"), with respect to the development of a project consisting of not less than 112 affordable rental units as more particularly described in the Development Agreement. B. Pursuant to the terms of the Development Agreement, the CRA has agreed to make a grant in an amount of up to Ten Million and No/100 Dollars ($10,000,000.00) (the "CRA Contribution") to the NON-PROFIT, which CRA Contribution will be loaned by the NON- PROFIT to the Managing Member or the Controlled Entity (the "Borrower"), which will loan the funds to the Developer. C. The NON-PROFIT and the CRA desire to enter into this Agreement to set forth the terms and provisions pursuant to which the CRA will make the CRA Contribution to the NON-PROFIT and the NON-PROFIT will make a loan of the CRA Contribution to the Borrower, which will loan the funds to the Developer. D. The CRA has determined that the making of the CRA Contribution (and thereby providing funds to be loaned and available for the development of the Project) is in furtherance of its purpose of providing decent, safe, affordable and sanitary housing for persons or families of low or moderate income within the Redevelopment Area. NOW THEREFORE, for and in consideration of the covenants and agreements hereinafter set forth, the parties agree as follows: 1. RECITALS. The Recitals to this Agreement are true and correct and are incorporated herein by reference and made a part hereof. 2. DEFINED TERMS. All defined terms utilized in this Agreement but not defined in this Agreement shall have the meaning ascribed to said terms in the Development Agreement. 3. GRANT. Subject to the satisfaction of the Conditions Precedent, as hereinafter defined, the CRA agrees to make the CRA Contribution to the NON-PROFIT, in the amount determined in accordance with the terms of Section 5 of the Development Agreement. 31 4. USE OF CRA CONTRIBUTION. The NON-PROFIT covenants and agrees to use the CRA Contribution solely for the purpose of loaning the CRA Contribution to the Borrower in accordance with the terms and provisions of the Non -Profit Loan Documents and the Development Agreement. Proceeds of the CRA Contribution will not be used to pay fees and expenses of the NON-PROFIT. The NON-PROFIT covenants and agrees to enter into the Funding Agreement contemplated by the Development Agreement, and not to unreasonably withhold its consent to the terms and provisions of the Funding Agreement. 5. TERMS OF LOAN TO THE DEVELOPER. ,The NON-PROFIT covenants and agrees to loan to the Borrower an amount equal to the CRA Contribution (the "Non -Profit Loan") in accordance with the terms and provisions of the loan documents substantially in the form of Exhibit "A" attached hereto and made a part hereof (the "Non -Profit Loan Documents"). The Non -Profit Loan Documents will require the Borrower to loan the proceeds of the Non -Profit Loan to the Developer (the "MM Loan") in accordance with the terms and provisions of the loan documents substantially in the form of Exhibit "B" attached hereto and made a part hereof (the "MM Loan Documents"). b. REPAYMENT OF THE NON-PROFIT LOAN. In the event the Borrower repays all or any portion of the Non -Profit Loan to the NON-PROFIT, the NON- PROFIT covenants and agrees to utilize any such money to establish a micro lending program to support businesses located in the Redevelopment Area. Notwithstanding the foregoing, if the Borrower returns a portion of the Non -Profit Loan pursuant to Section 5.3 of the Development Agreement, or the Non -Profit Loan is not fully disbursed and is reduced pursuant to Section 5, the NON-PROFIT shall promptly pay to the CRA the amount of such repayment, or the CRA Contribution shall be concomitantly reduced, as the case may be. 7. CONDITIONS PRECEDENT. The obligation of the CRA to make the CRA Contribution to the NON-PROFIT is subject to the satisfaction or waiver of the following conditions precedent (the "Conditions Precedent"): a. All of the CRA Conditions Precedent set forth in Section 9 of the Development Agreement have either been satisfied or waived by the CRA. b. The closing of the transaction contemplated by the Development Agreement shall be consummated simultaneously with the funding of the CRA Contribution. c. The NON-PROFIT has executed the Funding Agreement. d. The Managing Member (or the Controlled Entity) and the NON-PROFIT have executed the Non -Profit Loan Documents in substantially the form attached hereto. e. The Managing Member (or the Controlled Entity) and the Developer have executed the MM Loan Documents in substantially the form attached hereto. 32 f. The representations and warranties of the NON-PROFIT contained in Section 10 hereof shall be true and correct on the date of such funding. In the event the Conditions Precedent are not satisfied or waived by the CRA on or before the Closing Date, the CRA may either (i) terminate this Agreement, in which event the parties shall be released from all further obligations under this Agreement, or (ii) waive the conditions and proceed in accordance with this Agreement. 8. FUNDING OF THE CRA CONTRIBUTION. The CRA shall fund the CRA Contribution to [or for the account of] the NON-PROFIT as provided in the Funding Agreement, simultaneously with the closing of the transaction contemplated by the Development Agreement, provided that all the Conditions Precedent have been satisfied. 9. representations: REPRESENTATIONS OF THE CRA. The CRA makes the following a. The CRA is duly organized and validly existing under the laws of the State of Florida and has full power and capacity to own its properties, to carry out its business as presently conducted by the CRA and perform its obligations under this Agreement. b. The CRA's execution, delivery and performance of this Agreement have been duly authorized by all necessary legal actions and do not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which the CRA is a party or by which the CRA or the CRA's properties may be bound or affected. c. This Agreement constitutes the valid and binding obligation of the CRA enforceable against the CRA in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally or the rights of creditors of governmental or municipal entities. 10. REPRESENTATIONS OF THE NON-PROFIT. The NON-PROFIT makes the following representations: d. The NON-PROFIT is a corporation duly organized and validly existing under the laws of the State of [Florida] and has full power and capacity to carry out its businesses as currently conducted and to enter into the transactions contemplated by this Agreement, the Non -Profit Loan Documents and the Funding Agreement. e. The execution, delivery and performance of this Agreement, the Non - Profit Loan Documents and the Funding Agreement have been duly authorized by all necessary corporate actions and do not and shall not conflict with or constitute a default under any indenture, agreement or instrument to which it is a party or by which it may be bound or affected. 33 f. The NON-PROFIT (i) is an organization described in Section 501(c)(3) of the Code, (ii) has received a letter or other notification from the Internal Revenue Service to that effect and such letter or other notification has not been modified, limited or revoked, (iii) is in compliance with all terms, conditions and limitations, if any, contained in such letter or other notification, it being expressly represented that the facts and circumstances which form the basis of such letter or other notification as represented to the Internal Revenue Service continue to exist, (iv) is exempt from federal income taxes under Section 501(a) of the Code and (v) is not controlled in any way by the Developer, the CRA, the City of Miami, Florida, Miami - Dade County, Florida, or the State of Florida within the meaning of Treasury Regulation § 1.150-1(b). The receipt of the CRA Contribution and the making of the Non -Profit Loan in accordance with the terms of the Non -Profit Loan Documents are in furtherance of the charitable purpose of the NON-PROFIT, and do not constitute an unrelated trade or business within the meaning of Section 513 of the Code or a prohibited transaction within the meaning of Section 503 of the Code. g- The NON-PROFIT has all requisite power and authority necessary to own, lease and operate its properties, to carry on its activities as now conducted and as presently proposed to be conducted and is, or will be, duly authorized to operate the loan the proceeds, under the laws, rulings, regulations and ordinances of the State of Florida and the departments, agencies and political subdivisions thereof. h. Neither the execution and delivery of this Agreement or the Funding Agreement and the other documents contemplated thereby to which the NON-PROFIT is a party or the consummation of the transactions contemplated thereby nor the fulfillment of or compliance with the provisions of any of the other documents contemplated thereby, will conflict with or result in a breach of or constitute a default by the NON- PROFIT under any applicable law or ordinance of the State of Florida or any applicable political subdivision thereof or of the NON-PROFIT's articles of incorporation or bylaws, or any corporate restriction or any agreement or instrument to which the NON-PROFIT is a party or by which it is bound, or result in the creation or imposition of any lien of any nature upon any of the property of the NON-PROFIT under the terms of any such law, ordinance, articles of incorporation or bylaws, restriction, agreement or instrument except as permitted by this Agreement and the Funding Agreement. i. The NON-PROFIT does not anticipate or have any intention or obligation to make any repayments to the CRA for repayment of the CRA Contribution except as provided in this Agreement. J. This Agreement constitutes, and when executed and delivered as contemplated hereby the Non -Profit Loan Documents and the Funding 34 Agreement will constitute, the valid and binding obligation of the NON- PROFIT enforceable against the NON-PROFIT in accordance with their respective terms, subject to bankruptcy, insolvency and other similar laws affecting the rights of creditors generally. 11. SURVIVAL OF REPRESENTATIONS. All the representations of the CRA and the NON-PROFIT contained in this Agreement shall be true and correct on the execution of this Agreement and shall be deemed to be repeated on the Closing Date and shall be true and correct on the Closing Date. All the representations and warranties contained in this Agreement shall survive the Closing. 12. ASSIGNABILITY. The rights and obligations under this Agreement may not be assigned by the NON-PROFIT without prior written approval of the CRA, which may be granted or withheld in the sole discretion of the CRA. 13. NOTICES. Any notices required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express), sent by fax and another method provided herein or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: If to NON-PROFIT: South Florida Community Development Coalition, Inc. 300 NW 12th Avenue Miami, FL 33128 Attention: Arden Shank Fax: 305- - With a copy to: John Little, Esq. Legal Services of Greater Miami, Inc. 3000 Biscayne Blvd., Suite 500 Miami, FL 33137 Fax: 305-576-5112 If to CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY Attention: Clarence E. Woods, III, Executive Director 1490 NW Third Avenue Suite 105 Miami, FL 33136 Fax: 305-679-6836 35 With a copy to: William R. Bloom, Esq. Holland & Knight, LLP Suite 3000 701 Brickell Avenue Miami, FL 33131 Fax: 305-789-7799 And with a copy to: Staff Counsel Southeast Overtown/Park West Community Redevelopment Agency 1490 NW Third Avenue Suite 105 Miami, FL 33136 Fax: 305-679-6836 Notices personally delivered or sent by fax shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt or the date delivery is refused. 14. MISCELLAENOUS. a. The NON-PROFIT covenants that it (i) shall not perform any act or enter into any agreement which would adversely affect its federal income tax status and (ii) shall conduct its operations in the manner which conforms to the standards necessary to qualify the NON-PROFIT as a charitable organization within the meaning of Section 501(c)(3) of the Code or any successor provisions of federal income tax law. b. This Agreement shall be construed and governed in accordance with the laws of the State of Florida. Venue shall be in Miami -Dade County, Florida. Both parties to this Agreement have participated fully in the negotiation and preparation hereof, and, accordingly, this Agreement shall not be more strictly construed against either of the parties hereto. c. In the event any term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. d. In the event of any litigation between the parties under this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs at all trial and appellate levels. 36 e. In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include every other and all genders, and captions and Paragraph headings shall be disregarded. f. All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. g• Time shall be of the essence for each and every provision of this Agreement. h. This Agreement may not be recorded in the Public Records of Miami - Dade County. i. The "Effective Date" shall mean the date this Agreement is last executed by NON-PROFIT and the CRA. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Clarence E. Woods, III, Executive Director ATTEST: Clerk of the Board Approved for legal sufficiency By: William R. Bloom, Esq. Holland & Knight LLP, Special Counsel to CRA NON-PROFIT: South Florida Community Development Coalition, Inc., By: Name: Title: 38 Exhibit "A" LOAN AGREEMENT This Loan Agreement ("Agreement"), is made this _ day of , 2013 between SOUTH FLORIDA COMMUNITY DEVELOPMENT COALITION INC., a Florida non-profit corporation, together with any other holder hereof at 300 NW 12TH AVENUE MIAMI, FLORIDA 33128 (herein called "Lender") and ST. JOHN COMMUNITY DEVELOPMNT CORPORATION, INC. a Florida non-profit corporation, with an office at 1324 N.W. 3rd Avenue, Miami, Florida 33136, (herein called "Borrower"). 1. THE LOAN AND NOTE 1.1 The Southeast Overtown/Park West Community Redevelopment Agency, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA") has entered into a development agreement dated as of January 2013 (the "Development Agreement"), by and between the CRA and St John Plaza Apartments, LLC, a Florida limited liability company (the "Owner "), with respect to the development of an affordable housing complex to provide rental housing for low and moderate income families (the "Project") upon the property located in Miami -Dade County and more specifically identified in Exhibit A attached hereto ( the Property"). 1.2 Pursuant to the terms of the Development Agreement and as reflected in the grant agreement by and between the CRA and the Lender dated , 2013 (the "Grant Agreement") the CRA has agreed to make a grant in an amount of up to Ten Million and No/100 Dollars ($10,000,000.00) (the "CRA Contribution") to Lender, which CRA Contribution will be loaned by Lender to the Borrower, which will re -loan the funds to the Owner. 1.3 Owner has applied to Borrower for a Construction/Permanent Loan in the amount of $10,000,000.00 to be used by Owner only for the design and construction of the residential portion of the Project in accordance with the terms of the Development Agreement. The terms of the Development Agreement are incorporated herein by reference and made a part hereof. . 1.4 Upon acceptance of this Agreement, Lender will advance Borrower the principal amount of Ten Million and no/100 Dollars ($10,000,000.00) (the "Loan"), to the Borrower to be disbursed pursuant to the terms of that certain funding agreement (the "Funding Agreement") dated of even date herewith by and among the CRA, the Lender, (the "Institutional Investment"), ( "the Senior Lender") and the Borrower. The terms of the Funding Agreement are incorporated herein by reference and made a part hereof. Borrower's obligation to Lender to pay the Loan will be evidenced by Borrower's Promissory Note dated even date herewith (the "Note"), in form and content satisfactory to Lender. The actual principal outstanding on the Loan, and interest as it accrues thereon, and specific repayment terms, shall be payable as provided in the Note. 39 1.2 The outstanding balance of the Loan will be evidenced by Lender's books and records, which will irrefutably and conclusively be presumed to be correct unless Borrower objects thereto within five (5) days of receiving notice thereof, which notices Lender will send to Borrower from time to time. 1.3 Borrower may pay any and all sums due under this Agreement in full or in part at any time, without any fee, premium or penalty. 1.4 Borrower shall pay all fees and charges incurred in the procuring and making of the Loan, and all other expenses incurred by the Lender during the term of the Loan. 2. THE COLLATERAL 2.1 Borrower is a member of the Owner and has an interest in seeing the successful completion of the Project upon the Property. 2.2 Borrower's mission and purpose includes assisting in the financing of construction and rehabilitation of housing for low and moderate income families in Miami -Dade County. 2.3 Borrower has agreed to re -loan the CRA Contribution to Owner to be used to finance the cost for the development of the Project. . 2.4 In connection with the re -loan of the CRA Contribution to Owner by Borrower, Owner will execute a Leasehold Mortgage And Security Agreement And Assignment Of Leases encumbering the Property (the "Mortgage") in favor of Borrower as collateral for the re -loan. 2.5. As collateral for the Loan from Lender to Borrower, Borrower will execute in favor of Lender a Collateral Assignment of Leasehold Mortgage and Other Loan Documents (the "Collateral Assignment") with respect to the Mortgage encumbering the Property. The Collateral Assignment and the Mortgage and all other agreements, instruments and documents, delivered in connection with this Note are collectively referred to herein as the "Loan Documents." 3. CONDITIONS PRECEDENT TO LOAN DISBURSEMENT Lender shall not be obligated to disburse Grant proceeds until all of the following conditions have been satisfied, all in form and substance satisfactory to Lender: 3.1 CRA Grant Agreement. The CRA grant agreement shall have been fully executed by the CRA and the Lender and all conditions precedent on Section 7 of the Grant Agreement have been satisfied or waived by the CRA. 3.2 Note. The original Note shall have been properly executed by Borrower. 3.3 Mortgage. The Mortgage shall have been properly executed in recordable form. 40 3.4 Collateral Assignment. The Collateral Assignment shall have been properly executed in recordable form. 3.5 Borrower's Organization Documents and Resolutions. A copy of Borrower's Articles of Incorporation, bylaws, borrowing resolutions and current Certificate of Good Standing issued by the State of Florida. 3.6 Miscellaneous. Any other documents or items that are customarily provided in loan transactions of this type. 4. BORROWERS REPRESENTATIONS, COVENANTS AND WARRANTIES To induce Lender to make this Loan, Borrower represents, covenants and warrants and, until all sums due on the Note, including interest as it accrues thereon in accordance with the terms of the Note, have been paid in full and all other obligations of Borrower to Lender have been satisfied in full, continues to represent, covenant and warrant as follows: 4.1 Borrower is duly organized, validly existing and in good standing under the laws of the State of Florida, has the power and authority to make and perform this Agreement, the Grant. Agreement and the Note.. The execution, delivery and performance of this Agreement, Grant Agreement, the Note, and all other agreements, instruments, statements and documents required hereunder or delivered in conjunction herewith have been duly authorized by all requisite corporate action and will not violate any provision of law or regulation, or the organization documents, Ground Lease or any agreement or instrument to which Borrower is a party. This Agreement, Grant Agreement, the Note, and all other agreements, instruments, statements and documents arising hereunder or related hereto, when executed and delivered by Borrower will be valid legal and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. 4.2 No Event of Default has occurred and no event has occurred, or failed to occur, which, with the passage of time, could be an Event of Default hereunder or under this Agreement, the Grant Agreement or the Note. 4.3 There are no suits at law or in equity or proceedings before any governmental instrumentality now pending or, to the knowledge of Borrower, threatened against Borrower, the adverse result of which would in any material respect affect the property, finances or operations of Borrower. 4.4 Borrower agrees that upon the written request of Lender, Lender's financing will be included in Borrower's marketing and other promotional efforts citing financial supporters of the Project; and Lender's name and logo will be included on Project signage, press releases, financing proposals and other printed information listing institutions supporting the Project. Borrower agrees that Lender, upon timely notification to Borrower, may also secure printed publicity through newspapers or other media concerning its financing of the Project. 41 4.5 Borrower will pay all taxes when due and will not permit any lien or security interest to encumber the Collateral, except liens: (a) for taxes not delinquent, (b) in favor of Lender, and (c) of mechanics or materialmen with respect to obligations not overdue. Borrower's taxes and IRS withholdings are current. 4.6 Borrower shall not discriminate on the basis of race, creed, religion, color, sex, familial status, marital status, sexual orientation, pregnancy, age, ancestry, national origin or handicap in the lease, use or occupancy of any housing Complex hereunder. Age discrimination and discrimination against minor dependents, except when Units are specifically being held for the elderly, is also not permitted. 4.7 Borrower shall make a positive effort to procure supplies, equipment, construction or services in connection with the improvements from minority- and women- owned businesses, and to provide these sources the maximum feasible opportunity to compete for subcontracts to be performed in connection with the Improvements. To the extent feasible, these businesses shall be located in and owned by residents of the community development area in which the Complex is located. 4.8 Except as disclosed in writing, there are no actions, suits or proceedings pending against Borrower or the Premises or to the knowledge of Borrower, circumstances which could lead to such action, suits or proceedings against or affecting Borrower or the Premises, or involving the validity or enforceability of any of the Loan Documents, before or by any governmental authority, except actions, suits and proceedings which have been specifically disclosed to and approved by Lender in writing; and to Borrower's knowledge it is not in default with respect to any order, writ, injunction, decree or demand of any court or any governmental authority. 4.9 The consummation of the transactions hereby contemplated and the performance of the obligations of Borrower under and by virtue of the Loan Documents will not result in any breach of, or constitute a default under any lease, bank loan, credit agreement, or other instrument to which Borrower is a party or which it may be bound or affected 5. EVENTS OF DEFAULT The Borrower shall be in default hereunder upon the occurrence of any of the following "Events of Default": 5.1 The failure, which failure is not cured within fifteen (15) calendar days from the date of the notice of such failure given to Borrower by Lender, of the Borrower to observe or perform any of the Borrower's representations, covenants and warranties contained in this Agreement, the Note, or any other agreement, statement or document related thereto or arising therefrom, or if any signature, statement, certificate or other document executed or delivered pursuant to or in connection with this Agreement, the Note, or any other obligation of Borrower to Lender was or is materially incorrect, incomplete, false or misleading. 5.2 The failure to pay the outstanding balance of the Note and all accrued interest thereon to Lender as and when due in accordance with the terms and provisions of the Note. 42 5.3 The entry of any judgment or lien against Borrower or Mortgagor or the issuing of any attachment or garnishment against any of Borrower or Mortgagor's property or the appointment of any receiver, trustee, conservator or any other court officer over Borrower or Mortgagor's property for any purpose, or the occurrence of any change in Borrower or Mortgagor's financial condition which, in Lender's sole judgment, is materially adverse, which judgment or lien is not removed by satisfaction or bond within sixty (60) days of the entry of such judgment or lien.. 5.4 The dissolution, merger, consolidation or reorganization of Borrower. 6. LENDER'S RIGHTS UPON DEFAULT Upon the occurrence of any Event of Default, Lender may exercise any or all rights, privileges and remedies available to Lender under this Agreement, the Note, the Mortgage, the Assignments and in any other agreement, instrument or document executed or delivered in connection herewith or therewith; declare the unpaid balance of the Note immediately due and payable, without notice to or demand upon Borrower; cure any default in any reasonable manner and add the cost of such cure to the outstanding principal balance of the Note and accrue interest thereon at the rate charged in the Note, unless occurrence of any Event of Default is cured by Borrower within the time periods set forth in this Agreement and the Loan Documents. Such rights and remedies shall be cumulative and any or all of which may be exercised from time to time and as often as Lender deems necessary or desirable. 7. NOTICES Any notice or demand that must or may be given or made in connection with this Agreement must be in writing and, unless receipt is expressly required, will be deemed given, delivered or made, as the case may be, when delivered by personal delivery or when mailed by overnight delivery service or by certified or registered mail, return receipt requested, addressed to the parties at the addresses written on the first page of this Agreement, except that any notice to be given to the Investor Member shall be given as provide in Section 7 of this Agreement. Such addresses may be changed by notice pursuant to this paragraph. Notice of change of address is effective only upon receipt. 8. NOTICES TO OWNER AND RIGHT OF OWNER TO CURE' Lender shall give notice of any default by Borrower under the terms of this Agreement or the Grant Agreement or the Note to the Owner at the Owner's last known address and the Owner shall be extended an opportunity to cure such default, which cure period shall be a period of fifteen (15) calendar days longer than the period to cure which is otherwise extended to Borrower. In the case of no cure period provided to Borrower, Lender shall have a period of fifteen (15) calendar days from the date of the notice of default to cure such default. 43 9. GENERAL TERMS. The following shall be applicable throughout the period of this Agreement or thereafter as provided herein: 9.1 Rights of Third Parties. Except as provided herein, all conditions of the Lender hereunder are imposed solely and exclusively for the benefit of the Lender and its successors and assigns, and no other person shall have standing to require satisfaction of such conditions or be entitled to assume that the Lender will make advances in the absence of strict compliance with any or all conditions of Lender, and no other person shall under any circumstances, be deemed to be a beneficiary of this Agreement or the Loan Documents, any provisions of which may be freely waived in whole or in part by the Lender at any time if, in its sole discretion, it deems it desirable to do so. 9.2 Borrower is not the Lender's Agent. Nothing in this Agreement, the Note, the Mortgage, the Collateral Assignment or any other Loan Document shall be construed to make the Borrower the Lender's agent for any purpose whatsoever, or the Borrower and the Lender partners, or joint or co -venturers, and the relationship of the parties shall, at all times, be that of debtor and creditor. 9.3 The Lender Not Liable for Damage or Loss. All inspections and other services rendered by or on behalf of the Lender shall be rendered solely for the protection and benefit of the Lender. Neither Borrower nor any other third persons shall be entitled to claim any loss or damage against the Lender or against its agents or employees for failure to properly discharge their duties. 9.4 The Lender Not Obligated to Insure Proper Disbursement of Funds to Third Parties. Nothing contained in this Agreement, or any Loan documents, shall impose upon the Lender any obligation (running to the Borrower) to oversee the proper use or application of any disbursements and advances of funds made pursuant to the Loan. 9.5 Indemnification. Borrower shall indemnify and hold harmless the Lender from any liability, claims or losses incurred by Lender in favor of third parties resulting from the disbursement of the Loan proceeds to Borrower or from the condition of the Premises, whether arising during or after the term of the Loan, whether as a result of a claim made under this Agreement, by the Lender under the Contract(s) or otherwise. The Borrower shall indemnify and hold harmless the Lender and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the Lender or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Contract by the Borrower or its employees, agents, servants, partners principals or subcontractors. Borrower shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Borrower expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Borrower shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Lender or its officers, employees, agents and instrumentalities as herein 44 provided. This provision shall survive the repayment of the Loan and shall continue in full force and effect so long as the possibility of such liability, claims, or losses exists. 9.6 Evidence of Satisfaction of Conditions. The Lender shall, at all times, be free independently, in its discretion, to establish in good faith and to its satisfaction, the existence or nonexistence of a fact or facts which are disclosed in documents or other evidence required by the terms of this Agreement. 9.7 Headings. The headings of the sections, paragraphs and subdivisions of this Agreement are for the convenience of reference only, and shall not limit or otherwise affect any of the terms hereof. 9.8 Invalid Provisions to Affect No Others. If performance of any provision hereof or any transaction related hereto is limited by law, then the obligation to be performed shall be reduced accordingly; and if any clause or provision herein contained operates or would prospectively operate to invalidate this Agreement in part, then the invalid part of said clause or provision only shall be held for naught, as though not contained herein, and the remainder of this Agreement shall remain operative and in full force and effect. 9.9 Application of Interest to Reduce Principal Sums Due. In the event that any charge, interest or late charge is above the maximum rate provided by law, then any excess amount over the lawful rate shall be applied by the Lender to reduce the principal stun of the Loan or any other amounts due the Lender hereunder. 9.10 Governing Law. The laws of the State of Florida shall govern the interpretation and enforcement of this Agreement. 9.11 Number and Gender. Whenever the singular or plural number, masculine or feminine or neuter gender is used herein, it shall equally include the others and shall apply jointly and severally. 9.12 Prior Agreement. To the extent necessary, this Agreement shall be deemed to be an amendment to any prior loan agreement between Borrower and the Lender, and in the event of a conflict between the terms of this Agreement and of any such prior agreement, the terms of this Agreement shall govern. 9.13 Waiver. If the Lender shall waive any provisions of the Loan Documents, or shall fail to enforce any of the conditions or provisions of this Agreement, such waiver shall not be deemed to be a continuing waiver and shall never be construed as such; and the Lender shall thereafter have the right to insist upon the enforcement of such conditions or provisions. Furthermore, no provision of this Agreement shall be amended, waived, modified, discharged or terminated, except by instrument in writing signed by the parties hereto. 9.14. Development Agreement. This Loan Agreement is subject to the restrictions contained in the Development. Agreement. To the extent of any inconsistencies between the terms of this 45 Agreement and the terms of the Development Agreement, the terms of the Development Agreement shall be controlling. 9.15 Counterparts. This Agreement may be executed in one or more counterparts all of which shall constitute collectively but one and the same instrument. 46 IN WITNESS WHEREOF, Lender and Borrower have caused this Agreement to be executed on the date first above written. LENDER: SOUTH FLORIDA COMMUNITY DEVELOPMENT COALITION INC, a Florida not -for -profit corporation By: Name: Title: BORROWER: ST. JOHN COMMUNITY DEVELOPMNT CORPORATION, INC, a Florida not -for -profit corporation By: Name: Title: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , as , on behalf of the South Florida Community Development Coalition Inc., a Florida not -for -profit Personally Known 0 Produced Identification 0 Type of Identification: ❑ Did 0 Did Not Take an Oath , 2013 by , on behalf of. corporation. Notary Public, State of Florida My Commission Expires: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 2013 by , as , on behalf of the , on behalf of St John Community Development Corporation, Inc. a Florida not -for -profit corporation.. Personally Known ❑ Produced Identification 0 Type of Identification: ❑ Did 0 Did Not Take an Oath Notary Public, State of Florida My Commission Expires: Print Name: _ 48 Exhibit A Legal Description PARCEL 1: (Official Records Book 13210, Page 176) Beginning at the Southwest Comer of Block of Parry's Resubdivision of Lots 3 to 12 of Jape's or Sost's Addition to the City of Miami, Then North 58.6 feet, East 70 feet, South 58.6 feet, West 70 feet to the point of beginning, according to the plat of said subdivision recorded in Plat Book "8", Page 163 of the Public Records of Dade County, Florida. PARCEL 2: (Official Records Book 11615, Page 2245) Lots 3 through 16, and the North 57.66 feet of Lots 17, 18 and 19, Block 1, of PARRY'S DIVISION of Lots 3.4, 5, 6, 7, 8, 9, 10, 11 and 12 of Block 1 in JAPES ADDITION TO THE CITY OF MIAMI according to the Plat as recorded in Plat Book B at Page 163 of the Public Records of Dade County, Florida, less the following described parcel: Begin at the Northeast comer of said Lot 19; thence run South 00" 16' 1 0" East along the East line of said Lot 19 for 25.66 feet; thence run North 61 "43'25" West, for 18.82 feet to the point of curvature of a circular curve to the left having a radius of 1802.87 feet; thence run Northwesterly along the arc of said curve3 through a central angle of 01"08'29" for an arc distance of 35.91 feet; thence run North 89°56'40" East along the North line of said Lots 18 and 19 for 48.25 feet to the Point of Beginning. PARCEL 3: (Official Records Book 21506, Page 2004) Parts of Lots 20 thru 22, BEGINNING 41.87 feet South of the northwest comer of Lot 20; thence South 52.07 feet, thence East 79.74 feet, thence North 8.90 feet, thence northwest 90.6 feet to the Point of Beginning; AND all of Lots 23 thru 26 and the East 50 feet of Lots 29 thru 38 and all of Lots 39 thru 48, Block 1 of PARRY'S RESUBDIVISION OF SOST'S SUBDIVISION as recorded in Plat Book B, Page 163, of the Public Records of Dade County, Florida. PARCEL 4: (Official Records Book 24092, Page 3290) Lots 26, 27 and 28 PARRY'S RESUB according to Plat Book B, Page 163 of the Public Records of Miami -Dade County, Florida. 49 PROMISSORY NOTE , 2013 $10,000,000 Miami, Florida FOR VALUE RECEIVED, the undersigned, ST. JOHN COMMUNITY DEVELOPMNT CORPORATION, INC., a Florida non-profit corporation ("Maker"), promises to pay to the order of SOUTH FLORIDA COMMUNITY DEVELOPMENT COALITION INC., a Florida non-profit corporation, together with any other holder hereof ("Holder"), at 300 NW 12TH AVENUE MIAMI, FLORIDA 33128, or such other place as Holder may from time to time designate in writing, the principal sum of TEN MILLION DOLLARS and NO/100 (U.S. $10,000,000) (the "Principal"), plus interest, if any, on the outstanding principal balance at the rate set forth in the next paragraph ("Interest or Interest Rate"), to be paid in lawful money of the United States of America in accordance with the terms of this Promissory Note (the "Note"). The term of this Note is fifteen (15) years and shall end on , 20_ (the "Maturity Date"). Before the Maturity Date no payments of principal or interest shall be due or shall be required to be made. Interest shall not accrue or be payable under this Note. In the event that on the Maturity Date, there is not then a current, uncured and properly issued and outstanding notice of default against St. John Plaza Apartments, LLC, a Florida limited liability company (the "Owner") under that certain Restrictive Covenant Agreement dated of even date herewith between the Owner and Southeast Overtown/Park West Community Redevelopment Agency (the "CRA"), the Principal, any outstanding Interest and any other amounts outstanding under this Note shall be deemed to be forgiven on the Maturity Date and the Holder shall execute any documents necessary to evidence such forgiveness. The proceeds of this Note shall be disbursed pursuant to the terms of that loan agreement between Maker and Holder dated even date herewith (the " Loan Agreement') and that certain funding agreement (the "Funding Agreement") dated of even date herewith by and between CRA, Holder, (the "Institutional Investment"), the Senior Lender, as hereinafter defined, Maker and the Owner. The terms of the Funding Agreement are incorporated herein by reference and made a part hereof. To the extent required by Section 5.3 of the Development Agreement dated January -, 2013 by and between the Owner and the CRA (the "Development Agreement"), Maker shall within ten (10) days of demand by Holder repay to Holder the amount determined to be due pursuant to Section 5.3 of the Development Agreement, the terms of which are incorporated herein by reference and made a part hereof. This Note is secured by a Collateral Assignment of Leasehold Mortgage and Other Loan Documents (the "Collateral Assignment") with respect to a Leasehold Mortgage and Security Agreement and Assignment of Leases (the "Mortgage") encumbering certain real property located in Miami -Dade County, Florida (the "Premises"). The Collateral Assignment and the Mortgage and all other agreements, instruments and documents, delivered in connection with this Note are collectively referred to as the "Loan Documents." 50 This Note has been executed and delivered in, and is to be govemed by and construed under the laws of, the State of Florida, as amended, except as modified by the laws and regulations of the United States of America. Maker shall have no obligation to pay interest or payments in the nature of interest in excess of the maximum rate of interest allowed to be contracted for by law, as changed from time to time, applicable to this Note (the "Maximum Rate"). Any interest in excess of the Maximum Rate paid by Maker ("Excess Sum") shall be credited as a payment of principal, or, if Maker so requests in writing, returned to Maker, or, if the indebtedness and other obligations evidenced by this Note have been paid in full, returned to Maker together with interest at the same rate as was paid by Maker during such period. Any Excess Sum credited to Principal shall be credited as of the date paid to Holder. The Maximum Rate varies from time to time and from time to time there may be no specific maximum rate. Holder may, without such action constituting a breach of any obligations to Maker, seek judicial determination of the Maximum Rate of interest, and its obligation to pay or credit any proposed excess sum to Maker. Time is of the essence. In the event that this Note is collected by law or through attorneys at law, or under their advice, Maker agrees, to pay all reasonable costs of collection, including reasonable attorneys' fees, whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors proceedings or otherwise. This Note may be paid in whole or in part at any time by Maker without penalty. Acceptance of partial payments or payments marked "payment in full" or "in satisfaction" or words to similar effect shall not affect the duty of Maker to pay all obligations due, and shall not affect the right of Holder to pursue all remedies available to it under the Loan Documents. Any of the following shall be deemed to be an Event of Default hereunder: (a) failure to make any payment when due in accordance with the terms of this Note; and (b) failure to keep or perform any of the other material terms, covenants and conditions in this Note provided that such failure shall have continued for a period of ninety (90) days after written notice of such failure from the Holder. Upon an Event of Default hereunder, the Holder shall have all of the remedies set forth in the Collateral Assignment. The remedies of Holder shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of Holder, and may be exercised as often as occasion therefor shall arise. No action or omission of Holder, including specifically any failure to exercise or forbearance in the exercise of any remedy, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by Holder and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing or as constituting a course of dealing, nor shall it be construed as a bar to, or as a waiver or release of, any subsequent remedy as to a subsequent event. Any notice to be given or to be served upon any party in connection with this Note, whether required or otherwise, may be given in any manner permitted under the Loan Documents. 51 The term "other person liable for payment of this Note" shall include any endorser, guarantor, surety or other person now or subsequently primarily or secondarily liable for the payment of this Note, whether by signing this Note or any other instrument. This Note shall be a non -recourse promissory note and neither the Maker, nor any of its partners shall have any personal liability for the payment of any portion of the indebtedness evidenced by this Note, and in the event of a default by the Maker under this Note, the Holder's sole remedy shall be limited to exercising its rights under the Loan Documents, including foreclosure and the exercise of the power of sale or other rights granted under such Loan Documents, but shall not include a right to proceed directly against the Maker, or any of its partners, or the right to obtain a deficiency judgment after foreclosure against the Maker or any of its partners. Whenever the context so requires, the neutral gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the plural number includes the singular. Maker and any other person liable for the payment of this Note respectively, hereby (a) expressly waive any valuation and appraisal, presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or protest, all other forms of notice whatsoever, and diligence in collection; (b) consent that Holder may, from time to time and without notice to any of them or demand, (i) extend, rearrange, renew or postpone any or all payments, (ii) release, exchange, add to or substitute all or any part of the collateral for this Note, and/or (iii) release Maker (or any co -maker) or any other person liable for payment of this Note, without in any way modifying, altering, releasing, affecting or limiting their respective liability or the lien of any security instrument; and (c) agree that Holder, in order to enforce payment of this Note against any of them, shall not be required first to institute any suit or to exhaust any of its remedies against Maker (or any co -maker) or against any other person liable for payment of this Note or to attempt to realize on any collateral for this Note. BY EXECUTING THIS NOTE, MAKER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS, SUCCESSORS OR PERSONAL REPRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN ANY ACTION, PROCEEDING OR SUIT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, CROSSCLAIM, COUNTERCLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE, BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT TO BE EXECUTED IN CONNECTION HEREWITH OR WITH THE INDEBTEDNESS OR THE RENEWAL, MODIFICATION OR EXTENSION OF ANY OF THE FOREGOING OR ANY FUTURE ADVANCE THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER'S EXTENDING CREDIT TO MAKER AND NO WAIVER OR LIMITATION OF HOLDER'S RIGHTS HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON HOLDER'S BEHALF. 52 Maker acknowledges that the above paragraph has been expressly bargained for by Holder as part of the transaction with Maker and that, but for Maker's agreement, Holder would not have agreed to lend the Maker the Principal on the terms and at the Interest Rate. WHEREFORE, Maker has executed this Note as of the first date mentioned above. MAKER: ST JOHN COMMUNITY DEVELOPMENT COPORATION, INC., a Florida non-profit corporation By: Name: Title: 53 This Instrument Was Prepared By Record and Return To: Lynn C. Washington, Esq. 3301 NE 1st Avenue Suite M-501 Miami, Florida 33137 COLLATERAL ASSIGNMENT OF MORTGAGE AND OTHER LOAN DOCUMENTS THIS COLLATERAL ASSIGNMENT (the "Collateral Assignment"), made and entered into this _a' day of , 2013, by and between ST. JOHN COMMUNITY DEVELOPMNT CORPORATION, INC., a Florida not -for -profit corporation (the "Assignor"), whose address is 1324 N.W. 3rd Avenue, Miami, Florida 33136, and SOUTH FLORIDA COMMUNITY DEVELOPMENT COALITION INC, a Florida not -for -profit corporation (the "Assignee"), whose address 300 NW 12TH AVENUE MIAMI, FLORIDA 33128. WHEREAS, concurrently with the execution hereof, Assignor executed and delivered unto Assignee a promissory note (the "Note") in the original principal amount of Ten Million and 00/100 Dollars ($10,000,000) evidencing a loan from the Assignee to the Assignor (the "Non Profit Loan"); and WHEREAS, St. John Plaza Apartments, LLC., a Florida limited liability company (the "Owner") has requested and Assignor has agreed to make a $10,000,000 loan (the "Re -Loan") to the Owner, which Re -Loan shall be evidenced by a loan agreement (the "Re -Loan Agreement"), a promissory note (the "Re -Loan Note") of even date herewith from Owner in favor of Assignor; and WHEREAS, Assignor is the Mortgagee under that certain Leasehold Mortgage and Security Agreement and Assignment of Leases (the "Assigned Mortgage") of even date herewith executed by Owner as Mortgagor therein, and Assignor as Mortgagee therein, which Assigned Mortgage is to be recorded prior to this Collateral Assignment in the Public Records of Miami - Dade County, Florida, securing the Re -Loan Note and encumbering the property more particularly described in Exhibit "A" attached hereto and made a part hereof (the "Property"); and 54 WHEREAS, the Owner and Assignor, among others, have also entered into (a) that certain Funding Agreement, as such term is defined in that certain Development Agreement dated January , 2013 between the Owner and Southeast Overtown/Park West Community Redevelopment Agency (the "Agency") relating to the Re -Loan and the use of the proceeds thereof for the construction of the St. John Apartments project (the "Funding Agreement") and (b) that certain Restrictive Covenant Agreement dated 20 between the Owner and the Agency pertaining to affordability requirements for the improvements to be constructed on the Property (the "Restrictive Covenant" and collectively with the Funding Agreement, the "Other Loan Documents"). The Re -Loan Agreement, the Re -Loan Note, Assigned Mortgage and the Other Loan Documents are collectively referred to as the "Re -Loan Documents"; and WHEREAS, it is a condition to Assignee making the loan to Assignor evidenced by the Note that Assignor execute this Collateral Assignment in favor of Assignee, to secure the payment of the Note, and the performance of the other obligations of the Assignor to the Assignee with regard to the Non Profit Loan and the St. John Apartments project, without which Assignee would not have closed the loan to Assignor. NOW, THEREFORE, in consideration of Ten Dollars ($10.00) and other good and valuable considerations, the receipt of which is hereby acknowledged, the parties hereto agree as follows: 15. The recitals hereinabove contained are true and correct. 16. Assignor hereby collaterally assigns, transfers, and sets over unto Assignee all of its right, title and interest in the Re -Loan Documents for the purpose of providing additional security for the payment of the Note in favor of Assignee and the performance of the obligations of Assignor under the Funding Agreement. 17. So long as no default shall exist under the Note, the Assignor shall have a revocable right to collect, receive and apply for its own account all payments due to it under the Assigned Mortgage and Note secured thereby. 18. After the occurrence of any default under the Note and the expiration of any related cure periods, the rights of Assignor set forth in the foregoing Section 4 shall cease and terminate, and in such event this Collateral Assignment shall become absolute and the Assignee shall thereafter be recognized as the owner and holder of the Re -Loan Note and the Other Loan Documents and the Mortgagee under the Assigned Mortgage, and shall be entitled to receive all payments due thereunder to be applied toward the payment of the Note and shall be entitled to the full realization and exercise of its remedies for default hereunder, at law and in equity or otherwise. 19. The Assignor covenants and represents unto Assignee that it is the owner of the Re -Loan Documents, together with the debts secured by said documents, and Assignor has not assigned, pledged or hypothecated or otherwise transferred or encumbered said documents, or any part thereof, or any of its right, title, claim and interest therein. 55 20. The Assignor agrees to execute and deliver to the Assignee, at any time or times during which this Collateral Assignment shall be in effect, such further instruments as the Assignee may deem necessary to make effective or more effective the assignment of the rights of the Assignor assigned to the Assignee hereby and the covenants of the Assignor herein contained. 21. In the event that on the Maturity Date (as such term is defined in the Note), there is not then a current, uncured default under the Note, and/or a then current, uncured default by the Owner under the Restrictive Covenant, this Collateral Assignment shall terminate and thereafter be void and of no further force and effect and, upon the request of the Assignor, the Assignee shall execute and deliver to the Assignor instruments effective to evidence the termination of this Collateral Assignment, the forgiveness of the Note and/or the reassignment to the Assignor of the rights, power and authority granted to the Assignee hereunder. 22. This Collateral Assignment shall serve as a security agreement as defined in the Uniform Commercial Code as in effect in the State of Florida, and the Assignee shall have a security interest in the Re -Loan Documents. 23. If there shall be an uncured default under the Note or under this Collateral Assignment, the Assignee may, after the expiration of any related cure period, proceed to enforce and exercise any or all of the rights and remedies provided by the Uniform Commercial Code, in addition to all of Assignee's other rights at law or equity, in the Re -Loan Documents and/or provided herein. 24. Failure of Assignee to avail itself of any of the terms, covenants and conditions of this Collateral Assignment for any period of time, or at any time or times, shall not be construed or deemed to be a waiver of any of the rights of Assignee hereunder. The rights and remedies of Assignee hereunder are cumulative and are not in lieu of but are in addition to any other rights and remedies which Assignee shall have under or by virtue of the Note, this Collateral Assignment, or the Re -Loan Documents, at law or in equity or otherwise. The rights and remedies of Assignee hereunder may be exercised from time to time and as often as such exercise shall be deemed expedient by Assignee. 25. The terms, covenants and conditions contained herein shall bind Assignor and its successors and assigns and shall inure to the benefit of Assignee, its successors and assigns. 26. No change, amendment, modification, cancellation or discharge hereof shall be valid unless Assignee shall have consented thereto in writing. [Signatures on Following Page] 56 IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the day and year first hereinabove written. ASSIGNOR: Signed, sealed and delivered in the presence of: ST. JOHN COMMUNITY DEVELOPMNT CORPORATION, INC., a Florida not -for profit corporation Print Name: By: Name: Title: Print Name: ASSIGNEE: SOUTH FLORIDA COMMUNITY DEVELOPMENT COALITION INC a Florida not -for -profit corporation Print Name: By: Name: Print Name: Title: ACKNOWLEDGEMENTS ON FOLLOWING PAGE 57 STATE OF FLORIDA COUNTY OF MIAMI-DADE ) ) SS ) THE FOREGOING INSTRUMENT was acknowledged before me on this th day of 2013, by , as of , a , on behalf of the Personally Known OR Produced Identification Type of Identification Produced Print or Stamp Name: Notary Public, State of Florida at Large Commission No.: My Commission Expires: STATE OF FLORIDA ) ) SS COUNTY OF MIAMI-DADE) The foregoing instrument was acknowledged before me this day of , 2013, by , as of , Inc., a Florida non-profit corporation, on behalf of the non-profit corporation. Personally Known OR Produced Identification Type of Identification Produced Print or Stamp Name: Notary Public, State of Florida at Large Commission No.: My Commission Expires: 58 EXHIBIT "A" LEGAL DESCRIPTION PARCEL 1: (Official Records Book 13210, Page 176) Beginning at the Southwest Corner of Block of Parry's Resubdivision of Lots 3 to 12 of Jape's or Sost's Addition to the City of Miami, Then North 58.6 feet, East 70 feet, South 58.6 feet, West 70 feet to the point of beginning, according to the plat of said subdivision recorded in Plat Book "8", Page 163 of the Public Records of Dade County, Florida. PARCEL 2: (Official Records Book 11615, Page 2245) Lots 3 through 16, and the North 57.66 feet of Lots 17, 18 and 19, Block 1, of PARRY'S DIVISION of Lots 3.4, 5, 6, 7, 8, 9, 10, 11 and 12 of Block 1 in JAPES ADDITION TO THE CITY OF MIAMI according to the Plat as recorded in Plat Book B at Page 163 of the Public Records of Dade County, Florida, less the following described parcel: Begin at the Northeast corner of said Lot 19; thence run South 00" 16'1 0" East along the East line of said Lot 19 for 25.66 feet; thence run North 61 "43'25" West, for 18.82 feet to the point of curvature of a circular curve to the left having a radius of 1802.87 feet; thence run Northwesterly along the arc of said curve3 through a central angle of 01 "08'29" for an arc distance of 35.91 feet; thence run North 89°56'40" East along the North line of said Lots 18 and 19 for 48.25 feet to the Point of Beginning. PARCEL 3: (Official Records Book 21506, Page 2004) Parts of Lots 20 thru 22, BEGINNING 41.87 feet South of the northwest comer of Lot 20; thence South 52.07 feet, thence East 79.74 feet, thence North 8.90 feet, thence northwest 90.6 feet to the Point of Beginning; AND all of Lots 23 thru 26 and the East 50 feet of Lots 29 thru 38 and all of Lots 39 thru 48, Block 1 of PARRY'S RESUBDIVISION OF SOST'S SUBDIVISION as recorded in Plat Book B, Page 163, of the Public Records of Dade County, Florida. PARCEL 4: (Official Records Book 24092, Page 3290) Lots 26, 27 and 28 PARRY'S RESUB according to Plat Book B, Page 163 of the Public Records of Miami -Dade County, Florida 59 Exhibit "B" LOAN AGREEMENT This Loan Agreement ("Agreement"), is made this day of . 2013 between ST. JOHN COMMUNITY DEVELOPMNT CORPORATION, INC. a Florida non-profit corporation, with an office at 1324 N.W. 3rd Avenue, Miami, Florida 33136, (herein called "Lender") and ST. JOHN PLAZA APARTMENTS, LLC, a Florida limited liability company, with an office at 150 SE 2nd Ave., Suite 1302, Miami, Florida 33131 (herein called "Borrower"). 1. THE LOAN AND NOTE 1.1 Upon acceptance of this Agreement, Lender will advance Borrower the Principal amount of Ten Million and no/100 Dollars ($10,000,000.00) (the "Loan"), and Borrower's obligation to Lender to pay the Loan will be evidenced by Borrower's Promissory Note dated the above date (the "Note"), in form and content satisfactory to Lender. The actual Principal outstanding on the Loan, and interest as it accrues thereon, and specific repayment terms, shall be payable as provided in the Note. 1.2 The outstanding balance of the Loan will be evidenced by Lender's books and records, which will irrefutably and conclusively be presumed to be correct unless Borrower objects thereto within five (5) days of receiving notice thereof, which notices Lender will send to Borrower from time to time. 1.3 Borrower may pay any and all sums due under this Agreement in full or in part at any time, without any fee, premium or penalty. 1.4 Borrower shall pay all fees and charges incurred in the procuring and making of the Loan, and all other expenses incurred by the Lender during the term of the Loan. 2. THE COLLATERAL Borrower is the lessor of the real property described in Exhibit "A" attached hereto and incorporated herein by reference (the "Land"). Lender mission and purpose includes assisting in the financing of construction and rehabilitation of housing for low and moderate income families. Borrower has applied to the Lender for a Construction/Permanent Loan in the amount of $10,000,000.00 (the "Loan") to be used by Borrower for the construction and the development of a complex (the "Complex") to be built by the Borrower upon the Land (the Complex and the Land are collectively referred to herein as the "Premises"). Lender has agreed to loan these funds to Borrower to be used to finance the project cost for the development of the Premises as housing for low and moderate income families. Borrower agrees that the proceeds of the Loan may only be utilized for the design and construction of the residential portion of the Complex. Contemporaneously with execution of the Note by Borrower, the Borrower will execute a 60 LEASEHOLD MORTGAGE AND SECURITY AGREEMENT AND ASSIGNMENT OF LEASES (the "Mortgage"), and any and all other agreements and documents that Lender deems necessary or desirable to maintain Lender's interest therein. The Mortgage, Note, this Agreement and other documents used to secure or evidence the Loan are collectively referred to as the "Loan Documents". 3. CONDITIONS PRECEDENT TO LOAN DISBURSEMENT Lender shall not be obligated to disburse Loan proceeds until all of the following conditions have been satisfied, all in form and substance satisfactory to Lender: 3.1 Note. The original Note shall have been properly executed by Borrower. 3.2 Mortgage. The Mortgage shall have been properly executed in recordable form. 3.3 Title Policy. A standard ALTA mortgagee title policy as to the Collateral from a company approved by Lender, (a) providing coverage for the full principal amount of the Loan, (b) deleting all "standard" exceptions except taxes for the current year, (c) insuring all appurtenant easements, and (d) containing no title exceptions not approved by Lender. 3.4 Survey. A copy of a recent survey of the Collateral prepared by a registered land surveyor, certified to Lender, the title insurance company, Mortgagor and Borrower. 3.5 Insurance. Borrower and Mortgagor will deliver to Lender general liability, excess/umbrella liability, automobile liability, worker's compensation and employers' Liability, and other insurance coverage as Lender may reasonably require, as evidenced by an insurance policy, certified copy or original certificate of insurance, which shall name Lender as certificate holder, and which shall not be terminable or modified without thirty (30) days prior written notice to Lender. 3.6 Ground Lease. A copy of the Ground Borrower as Tenant and Landlord. 3.7 Environmental Site Assessment and Indemnity Agreement: A copy of the Environmental Site Assessment dated within six months of the date of this Agreement, indicating no hazardous substances observed or reported. An Environmental Compliance and Indemnity Agreement shall be executed by Borrower and Mortgagor. 3.8 Appraisal. A copy of the Summary Appraisal Report performed by a state certified real estate appraiser, acceptable to the Lender. 3.9 Borrower's Organization Documents and Resolutions. A copy of Borrower's Certificate of Organization, operating Agreement and borrowing resolutions; the Managing Member' organization documents and resolutions; and current Certificate of Good Standing for each issued by the State of Florida. 61 3.10 Miscellaneous. Any other documents or items that are customarily provided in loan transactions of this type. 4. BORROWER'S REPRESENTATIONS, COVENANTS AND WARRANTIES To induce Lender to make this Loan, Borrower represents, covenants and warrants and, until all sums due on the Note, including interest as it accrues thereon in accordance with the terns of the Note, have been paid in full and all other obligations of Borrower to Lender have been satisfied in full, continues to represent, covenant and warrant as follows: 4.1 Borrower's business operations (the "Business") are as follows: the Borrower's Business is to develop, construct, operate and manage an affordable housing project utilizing low-income housing tax credits and/or other funding sources in Miami -Dade County, Florida (the "County"). 4.2 Borrower will continue to engage in the Business and will not engage in any other business without Lender's prior written consent. 4.3 Borrower will provide Lender quarterly financial statements upon request, and an annual audited financial statement, including a Statement of Activities and a Statement of Financial Position, prepared by a certified public accountant within one hundred twenty (120) days of the close of the fiscal year, and other documents and information, in form satisfactory to Lender, as Lender may reasonably request, and will keep accurate and current books and records of the Business and its operations in accordance with proper accounting practices, consistently applied. Lender and its agents shall have access to such books and records, in whatever form and wherever they may be, for purposes of examination, reproduction and audit thereof. 4.4 All financial statements, profit and loss statements, statements as to ownership interest, applications, and the like, heretofore, now or hereafter submitted to Lender are true, complete and correct, what they purport to be, and do not contain any material omissions or misstatements, or false or fraudulent information or signatures. 4.5 Borrower is duly organized, validly existing and in good standing under the laws of the State of Florida, has the power and authority to make and perform this Agreement and the Note, and is duly qualified in all jurisdictions in which it conducts business. The execution, delivery and performance of this Agreement, the Note, and all other agreements, instruments, statements and documents required hereunder or delivered in conjunction herewith have been duly authorized by all requisite corporate action and will not violate any provision of law or regulation, or the organization documents, Ground Lease or any agreement or instrument to which Borrower is a party. This Agreement, the Note, and all other agreements, instruments, statements and documents arising hereunder or related hereto, when executed and delivered by Borrower will be valid legal and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. 4.6 No Event of Default has occurred and no event has occurred, or failed to occur, which, with the passage of time, could be an Event of Default hereunder or under the Note. 62 4.7 There are no suits at law or in equity or proceedings before any governmental instrumentality now pending or, to the knowledge of Borrower, threatened against Borrower, the adverse result of which would in any material respect affect the property, finances or operations of Borrower. Borrower will promptly notify Lender in the event any suit, proceeding or investigation is instituted or threatened against Borrower which would in any material respect affect the property, finances or operations of Borrower. 4.8 Borrower agrees that upon the written request of Lender, Lender's financing will be included in Borrower's marketing and other promotional efforts citing financial supporters of the Project; and Lender's name and logo will be included on Project signage, press releases, financing proposals and other printed information listing institutions supporting the Project. Borrower agrees that Lender, upon timely notification to Borrower, may also secure printed publicity through newspapers or other media concerning its financing of the Project. 4.9 Borrower will pay all taxes when due and will not permit any lien or security interest to encumber the Collateral, except liens: (a) for taxes not delinquent, (b) in favor of Lender, and (c) of mechanics or materialmen with respect to obligations not overdue. Borrower's taxes and IRS withholdings are current. 4.10 Borrower shall not discriminate on the basis of race, creed, religion, color, sex, familial status, marital status, sexual orientation, pregnancy, age, ancestry, national origin or handicap in the lease, use or occupancy of any housing Complex hereunder. Age discrimination and discrimination against minor dependents, except when Units are specifically being held for the elderly, is also not permitted. 4.11 Borrower shall make a positive effort to procure supplies, equipment, construction or services in connection with the improvements from minority- and women- owned businesses, and to provide these sources the maximum feasible opportunity to compete for subcontracts to be performed in connection with the Improvements. To the extent feasible, these businesses shall be located in and owned by residents of the community development area in which the Complex is located. 4.12 Except as disclosed in writing, there are no actions, suits or proceedings pending against Borrower or the Premises or to the knowledge of Borrower, circumstances which could Iead to such action, suits or proceedings against or affecting Borrower or the Premises, or involving the validity or enforceability of any of the Loan Documents, before or by any governmental authority, except actions, suits and proceedings which have been specifically disclosed to and approved by Lender in writing; and to Borrower's knowledge it is not in default with respect to any order, writ, injunction, decree or demand of any court or any governmental authority. 4.13 The consummation of the transactions hereby contemplated and the performance of the obligations of Borrower under and by virtue of the Loan Documents will not result in any breach of, or constitute a default under any lease, bank loan, credit agreement, or other instrument to which Borrower is a party or which it may be bound or affected 63 5. EVENTS OF DEFAULT The Borrower and Mortgagor shall be in default hereunder upon the occurrence of any of the following "Events of Default": 5.1 The failure, which failure is not cured within fifteen (15) calendar days from the date of the notice of such failure given to Borrower by Lender, of the Borrower to observe or perform any of the Borrower's representations, covenants and warranties contained in this Agreement, the Note, or any other agreement, statement or document related thereto or arising therefrom, or if any signature, statement, certificate or other document executed or delivered pursuant to or in connection with this Agreement, the Note, or any other obligation of Borrower to Lender was or is materially incorrect, incomplete, false or misleading. 5.2 The failure of the Borrower or Mortgagor to furnish promptly to Lender such financial or other information as Lender may reasonably request. 5.3 The failure to pay the outstanding balance of the Note and all accrued interest thereon to Lender as and when due in accordance with the terms and provisions of the Note, or the non- payment when due of any amount payable on any of Borrower or Mortgagor's other obligations to Lender of any nature whatsoever and out of whatever transactions arise. 5.4 If Borrower or Mortgagor becomes insolvent or makes any assignment for the benefit of creditors, or if any petition is filed by or against Borrower or Mortgagor under any provision of any law or statute alleging that Borrower or Mortgagor is insolvent or unable to pay debts as they mature. 5.5 The entry of any judgment or lien against Borrower or Mortgagor or the issuing of any attachment or garnishment against any of Borrower or Mortgagor's property or the appointment of any receiver, trustee, conservator or any other court officer over Borrower or Mortgagor's property for any purpose, or the occurrence of any change in Borrower or Mortgagor's financial condition which, in Lender's sole judgment, is materially adverse. 5.6 The dissolution, merger, consolidation or reorganization of Borrower or Mortgagor. 6. LENDER'S RIGHTS UPON DEFAULT Upon the occurrence of any Event of Default, Lender may exercise any or all rights, privileges and remedies available to Lender under this Agreement, the Note, the Mortgage, the Assignments and in any other agreement, instrument or document executed or delivered in connection herewith or therewith; declare the unpaid balance of the Note immediately due and payable, without notice to or demand upon Borrower or Mortgagor; cure any default in any reasonable manner and add the cost of such cure to the outstanding principal balance of the Note and accrue interest thereon at the rate charged in the Note, unless occurrence of any Event of Default is cured by Borrower or Mortgagor within the time periods set forth in this Agreement 64 and the Loan Documents. Such rights and remedies shall be cumulative and any or all of which may be exercised from time to time and as often as Lender deems necessary or desirable. 7. NOTICE TO INVESTOR MEMBER/MANAGING MEMBER AND RIGHT TO CURE. Lender shall give the Borrower's Investor Member/Managing Member notice of any default by Borrower under the terms of the Loan or under any of the Loan Documents, and the Investor Member/Managing Member shall be extended an opportunity to cure such default, which cure period shall be a period of fifteen (15) calendar days longer than the period to cure which is otherwise extended to Borrower. Any notice or other communication required to be sent to the Investor Member shall be sent to: 8. NOTICES Any notice or demand that must or may be given or made in connection with this Agreement must be in writing and, unless receipt is expressly required, will be deemed given, delivered or made, as the case may be, when delivered by personal delivery or when mailed by overnight delivery service or by certified or registered mail, return receipt requested, addressed to the parties at the addresses written on the first page of this Agreement, except that any notice to be given to the Investor Member shall be given as provide in Section 7 of this Agreement. Such addresses may be changed by notice pursuant to this paragraph. Notice of change of address is effective only upon receipt. 9. GENERAL TERMS. The following shall be applicable throughout the period of this Agreement or thereafter as provided herein: 9.1 Rights of Third Parties. Except as provided herein, all conditions of the Lender hereunder are imposed solely and exclusively for the benefit of the Lender and its successors and assigns, and no other person shall have standing to require satisfaction of such conditions or be entitled to assume that the Lender will make advances in the absence of strict compliance with any or all conditions of Lender, and no other person shall under any circumstances, be deemed to be a beneficiary of this Agreement or the Loan Documents, any provisions of which may be freely waived in whole or in part by the Lender at any time if, in its sole discretion, it deems it desirable to do so. In particular, the Lender makes no representations and assumes no duties or obligations as to third parties concerning the quality of the construction by Borrower of the Improvements or the absence therefrom of defects. The Limited Partner/Managing Member of Borrower and the Trustee (if applicable) are intended Third Party Beneficiaries of this Agreement for the limited purpose outlined in this sub -section and shall have the right to seek to enforce the provisions of Section 11 hereof. 65 9.2 Borrower is not the Lender's Agent. Nothing in this Agreement, the Note, the Mortgage, the Contracts or any other Loan Document shall be construed to make the Borrower the Lender's agent for any purpose whatsoever, or the Borrower and the Lender partners, or joint or co -venturers, and the relationship of the parties shall, at all times, be that of debtor and creditor. 9.3 The Lender Not Liable for Damage or Loss. All inspections and other services rendered by or on behalf of the Lender shall be rendered solely for the protection and benefit of the Lender. Neither Borrower nor any other third persons shall be entitled to claim any loss or damage against the Lender or against its agents or employees for failure to properly discharge their duties. 9.4 The Lender Not Obligated to Insure Proper Disbursement of Funds to Third Parties. Nothing contained in this Agreement, or any Loan documents, shall impose upon the Lender any obligation (running to the Borrower) to oversee the proper use or application of any disbursements and advances of funds made pursuant to the Loan. 9.5 Indemnification. Borrower shall indemnify and hold harmless the Lender from any liability, claims or losses incurred by Lender in favor of third parties resulting from the disbursement of the Loan proceeds to Borrower or from the condition of the Premises, whether arising during or after the term of the Loan, whether as a result of a claim made under this Agreement, by the Lender under the Contract(s) or otherwise. The Borrower shall indemnify and hold harmless the Lender and its officers, employees, agents and instrumentalities from any and all liability, losses or damages, including attorneys' fees and costs of defense, which the Lender or its officers, employees, agents or instrumentalities may incur as a result of claims, demands, suits, causes of actions or proceedings of any kind or nature arising out of, relating to or resulting from the performance of this Contract by the Borrower or its employees, agents, servants, partners principals or subcontractors. Borrower shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits or actions of any kind or nature in the name of the County, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Borrower expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Borrower shall in no way limit the responsibility to indemnify, keep and save harmless and defend the Lender or its officers, employees, agents and instrumentalities as herein provided. This provision shall survive the repayment of the Loan and shall continue in full force and effect so long as the possibility of such liability, claims, or losses exists. 9.6 Evidence of Satisfaction of Conditions. The Lender shall, at all times, be free independently, in its discretion, to establish in good faith and to its satisfaction, the existence or nonexistence of a fact or facts which are disclosed in documents or other evidence required by the terms of this Agreement. 9.7 Headings. The headings of the sections, paragraphs and subdivisions of this Agreement are for the convenience of reference only, and shall not limit or otherwise affect any of the terms hereof. 66 9.8 Invalid Provisions to Affect No Others. If performance of any provision hereof or any transaction related hereto is limited by law, then the obligation to be performed shall be reduced accordingly; and if any clause or provision herein contained operates or would prospectively operate to invalidate this Agreement in part, then the invalid part of said clause or provision only shall be held for naught, as though not contained herein, and the remainder of this Agreement shall remain operative and in full force and effect. 9,9 Application of Interest to Reduce Principal Sums Due. In the event that any charge, interest or late charge is above the maximum rate provided by law, then any excess amount over the lawful rate shall be applied by the Lender to reduce the principal sum of the Loan or any other amounts due the Lender hereunder. 9.10 Governing Law. The laws of the State of Florida shall govern the interpretation and enforcement of this Agreement. 9.11 Number and Gender. Whenever the singular or plural number, masculine or feminine or neuter gender is used herein, it shall equally include the others and shall apply jointly and severally. 9.12 Prior Agreement. To the extent necessary, this Agreement shall be deemed to be an amendment to any prior loan agreement between Borrower and the Lender, and in the event of a conflict between the terms of this Agreement and of any such prior agreement, the terms of this Agreement shall govern. 9.13 Waiver. If the Lender shall waive any provisions of the Loan Documents, or shall fail to enforce any of the conditions or provisions of this Agreement, such waiver shall not be deemed to be a continuing waiver and shall never be construed as such; and the Lender shall thereafter have the right to insist upon the enforcement of such conditions or provisions. Furthermore, no provision of this Agreement shall be amended, waived, modified, discharged or terminated, except by instrument in writing signed by the parties hereto. 9.14 Changes to Limited Liability Company. The Investor Member of Borrower shall be permitted to remove a managing member thereof for cause with the consent of the Lender. If the Investor Member of Borrower exercises its right to remove a managing member thereof, the Lender shall not unreasonably withhold its consent to the substitute managing member (the "Substitute"). The Limited Investor Member, within a commercially reasonable time period, shall provide to the Lender notice of such Substitute Managing Member. Notwithstanding the above, the Substitute shall assume all of the rights and obligations of the original managing member under all of the Loan Documents 9.15. Development Agreement. This Loan Agreement is subject to the restrictions contained in that certain agreement into by and between the Southeast Overtown/Park West Community Redevelopment Agency and the Borrower dated January _. 2013 (the Development Agreement). To the extent of any inconsistencies between the terms of this Agreement and the terms of the Development Agreement, the terms of the Development Agreement shall be controlling 67 9.16 Counterparts. This Agreement may be executed in one or more counterparts all of which shall constitute collectively but one and the same instrument. REMANINDER OF PAGE INTENTIONALLY LEFT BLANK Signatures and Acknowledgments on the following Pages 68 IN WITNESS WHEREOF, Lender and Borrower have caused this Agreement to be executed on the date first above written. LENDER: ST. JOHN COMMUNITY DEVELOPMNT CORPORATION, INC, a Florida not -for -profit corporation By: Name: Title: BORROWER: St. John Plaza Apartments, LLC., a Florida limited liability company By: MM St, John Plaza, LLC, a Florida limited liability company, its Managing Member By: Biscayne Housing Group, LLC, a Florida Limited liability company, its manager By: Michael C. Cox By: Gonzalo DeRamon 69 STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 2013 by , as , on behalf of the , on behalf of St John Community Development Corporation, Inc., a Florida not -for -profit corporation.. Personally Known Produced Identification ❑ Type of Identification: T Did 0 Did Not Take an Oath Notary Public, State of Florida My Commission Expires: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 2013, by Michael C. Cox, as co -manager of Biscayne Housing Group, LLC, a Florida limited liability, the Manager of MM St. John Plaza, LLC, a Florida limited liability company, the Managing Member of St. John Plaza Apartments, LLC, a Florida limited liability company, who is personally known to me or who provided as identification. Notary Public, State of Florida My Commission Expires: Print Name: STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of , 2013, by Gonzalo DeRamon, as co -manager of Biscayne Housing Group, LLC, a Florida limited liability company, the Manager of MM St. John Plaza, LLC, a Florida limited liability company, the Managing Member of St. John Plaza Apartments, LLC, a Florida Limited liability company, who is personally known to me or who provided as identification. Notary Public, State of Florida My Commission Expires: Print Name:,_ 70 RE -LOAN PROMISSORY NOTE , 2013 $10,000,000 Miami, Florida FOR VALUE RECEIVED, the undersigned, ST JOHN PLAZA APARTMENTS, LLC, a Florida limited liability company ("Maker"), promises to pay to the order of ST, JOHN COMMUNITY DEVELOPMNT CORPORATION, INC. a Florida non-profit corporation, together with any other holder hereof ("Holder"), at 1324 N.W. 3rd Avenue, Miami, Florida 33136, or such other place as Holder may from time to time designate in writing, the principal sum of TEN MILLION DOLLARS and NO/100 (U.S. $10,000,000) (the "Principal"), plus interest on the outstanding principal balance at the rate set forth in the next paragraph ("Interest or Interest Rate"), to be paid in lawful money of the United States of America in accordance with the terms of this Promissory Note (the "Note"). The term of this Note is fifteen (15) years and shall end on , 20_ (the "Maturity Date"). Before the Maturity Date no payments of principal or interest shall be due or shall be required to be made. Interest shall accrue and compound annually at the greater of (i) the annual interest rate of percent ( %) which rate is the Long Term Applicable Federal Rate; or (ii) the annual interest rate of five percent (5%). The Principal, any outstanding Interest and any other amounts outstanding under this Note shall be due and payable on the Maturity Date. The proceeds of this Note shall be disbursed pursuant to the terms of that certain funding agreement (the "Funding Agreement") dated of even date herewith by and between the Southeast Overtown/Park West Community Redevelopment Agency (the "CRA"), SOUTH FLORIDA COMMUNITY DEVELOPMENT COALITION INC., a Florida non-profit corporation (the "Non -Profit"), (the "Institutional Investment"), the Senior Lender, as hereinafter defined, Maker and Holder. The terms of the Funding Agreement are incorporated herein by reference and made a part hereof. To the extent required by Section 5.3 of the Development Agreement dated January 2013 (the "Development Agreement") by and between Maker and the CRA, Maker shall within ten (10) days of demand by Holder repay to Holder the amount determined to be due pursuant to Section 5.3 of the Development Agreement, the terms of which are incorporated herein by reference and made a part hereof. This Note is secured by a Leasehold Mortgage and Security Agreement and Assignment of Leases (the "Mortgage") encumbering certain real property located in Miami -Dade County, Florida (the "Premises"). The Mortgage and all other agreements, instruments and documents, delivered in connection with this Note are collectively referred to as the "Loan Documents." This Note has been executed and delivered in, and is to be govemed by and construed under the laws of, the State of Florida, as amended, except as modified by the laws and regulations of the United States of America. 71 Maker shall have no obligation to pay interest or payments in the nature of interest in excess of the maximum rate of interest allowed to be contracted for by law, as changed from time to time, applicable to this Note (the "Maximum Rate"). Any interest in excess of the Maximum Rate paid by Maker ("Excess Sum") shall be credited as a payment of principal, or, if Maker so requests in writing, returned to Maker, or, if the indebtedness and other obligations evidenced by this Note have been paid in full, returned to Maker together with interest at the same rate as was paid by Maker during such period. Any Excess Sum credited to Principal shall be credited as of the date paid to Holder. The Maximum Rate varies from time to time and from time to time there may be no specific maximum rate. Holder may, without such action constituting a breach of any obligations to Maker, seek judicial determination of the Maximum Rate of interest, and its obligation to pay or credit any proposed excess sum to Maker. The "Default Interest Rate" and, in the event no specific maximum rate is applicable, the Maximum Rate shall be eighteen percent (18%) per annum. Any payment under this Note or the Loan Documents not paid when due (at maturity, upon acceleration or otherwise) taking into account applicable grace periods shall bear interest at the Default Interest Rate from the due date until paid.Time is of the essence. In the event that this Note is collected by law or through attorneys at law, or under their advice, Maker agrees, to pay all reasonable costs of collection, including reasonable attorneys' fees, whether or not suit is brought, and whether incurred in connection with collection, trial, appeal, bankruptcy or other creditors proceedings or otherwise.Holder shall have the right to declare the total unpaid balance of this Note to be immediately due and payable in advance of the Maturity Date upon the failure of Maker to pay when due, taking into account applicable grace periods, any payment of Principal or Interest or other amount due under the Loan Documents; or upon the occurrence of an event of default, which is not cured prior to the expiration of any applicable cure periods, pursuant to any other Loan Documents now or hereafter evidencing, securing or guarantying payment of this Note. Exercise of this right shall be without notice to Maker or to any other person liable for payment hereof, notice of such exercise being hereby expressly waived. This Note may be paid in whole or in part at any time by Maker without penalty. Acceptance of partial payments or payments marked "payment in full" or "in satisfaction" or words to similar effect shall not affect the duty of Maker to pay all obligations due, and shall not affect the right of Holder to pursue all remedies available to it under the Loan Documents. Any of the following shall be deemed to be an Event of Default hereunder: (a) failure to make any payment when due in accordance with the terms of this Note; and (b) failure to keep or perform any of the other material terms, covenants and conditions in this Note provided that such failure shall have continued for a period of ninety (90) days after written notice of such failure from the Holder. Upon an Event of Default hereunder, the Holder shall have all of the remedies set forth in the Mortgage. The remedies of Holder shall be cumulative and concurrent, and may be pursued singularly, successively or together, at the sole discretion of Holder, and may be exercised as often as occasion therefor shall arise. No action or omission of Holder, including specifically any failure to exercise or forbearance in the exercise of any remedy, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by Holder and then only to the extent specifically recited therein. A waiver 72 or release with reference to any one event shall not be construed as continuing or as constituting a course of dealing, nor shall it be construed as a bar to, or as a waiver or release of, any subsequent remedy as to a subsequent event. Any notice to be given or to be served upon any party in connection with this Note, whether required or otherwise, may be given in any manner permitted under the Loan Documents. The term "other person liable for payment of this Note" shall include any endorser, guarantor, surety or other person now or subsequently primarily or secondarily liable for the payment of this Note, whether by signing this Note or any other instrument. This Note shall be a non -recourse promissory note and neither the Maker, nor any of its partners shall have any personal liability for the payment of any portion of the indebtedness evidenced by this Note, and in the event of a default by the Maker under this Note, the Holder's sole remedy shall be limited to exercising its rights under the Loan Documents, including foreclosure and the exercise of the power of sale or other rights granted under such Loan Documents, but shall not include a right to proceed directly against the Maker, or any of its partners, or the right to obtain a deficiency judgment after foreclosure against the Maker or any of its partners. The indebtedness evidenced by this Note is and shall be subordinate in right of payment to the prior payment in full of all amounts then due and payable (including, but not limited to, all amounts due and payable by virtue of any default or acceleration or upon maturity) with respect to the indebtedness evidenced by the Note (as defined by that certain [Multifamily Mortgage. Assignment of Rents, Saucily Agreement and Fixture Filing] by the Maker in favor of , a national banking association), in the original maximum principal amount of $ , executed by Maker and payable to , as assigned to ("Senior Lender") to the extent and in the manner provided in that certain 'Subordination and Intercteditor Agreement], dated as of even date herewith, between Senior Lender and the holder of this Note (the "Senior Subordination Agreement"). The rights and remedies of the payee and each subsequent holder of this Note shall be deemed, by virtue of such holder's acquisition of this Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the ['`Jumctr Lender"] under the Senior Subordination Agreement. Whenever the context so requires, the neutral gender includes the feminine and/or masculine, as the case may be, and the singular number includes the plural, and the plural number includes the singular. Maker and any other person liable for the payment of this Note respectively, hereby (a) expressly waive any valuation and appraisal, presentment, demand for payment, notice of dishonor, protest, notice of nonpayment or protest, all other forms of notice whatsoever, and diligence in collection; (b) consent that Holder may, from time to time and without notice to any of them or demand, (i) extend, rearrange, renew or postpone any or all payments, (ii) release, exchange, add to or substitute all or any part of the collateral for this Note, and/or (iii) release Maker (or any co -maker) or any other person liable for payment of this Note, without in any way 73 modifying, altering, releasing, affecting or limiting their respective liability or the lien of any security instrument; and (c) agree that Holder, in order to enforce payment of this Note against any of them, shall not be required first to institute any suit or to exhaust any of its remedies against Maker (or any co -maker) or against any other person liable for payment of this Note or to attempt to realize on any collateral for this Note. BY EXECUTING THIS NOTE, MAKER KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHTS OR THE RIGHTS OF ITS HEIRS, ASSIGNS, SUCCESSORS OR PERSONAL REPRESENTATIVES TO A TRIAL BY JURY, IF ANY, IN ANY ACTION, PROCEEDING OR SUIT, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, AND WHETHER ASSERTED BY WAY OF COMPLAINT, ANSWER, CROSSCLAIM, COUNTERCLAIM, AFFIRMATIVE DEFENSE OR OTHERWISE, BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS NOTE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT TO BE EXECUTED IN CONNECTION HEREWITH OR WITH THE INDEBTEDNESS OR THE RENEWAL, MODIFICATION OR EXTENSION OF ANY OF THE FOREGOING OR ANY FUTURE ADVANCE THEREUNDER. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER'S EXTENDING CREDIT TO MAKER AND NO WAIVER OR LIMITATION OF HOLDER'S RIGHTS HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING AND MANUALLY SIGNED ON HOLDER'S BEHALF. Maker acknowledges that the above paragraph has been expressly bargained for by Holder as part of the transaction with Maker and that, but for Maker's agreement, Holder would not have agreed to lend the Maker the Principal on the terms and at the Interest Rate. [Signature on Following Page] 74 WHEREFORE, Maker has executed this Note as of the first date mentioned above. MAKER: MAKER: ST JOHN PLAZA APARTMENTS, LLC, a Florida limited liability company By: MM St John Plaza, LLC, a Florida limited liability company, its Manager By: Biscayne Housing Group, LLC, a Florida limited liability company, its managing member By: Name: Michael C. Cox Title: Member/Co-Manager By: Name: Gonzalo DeRamom Title: Member/Co-Manager THIS INSTRUMENT WAS PREPARED BY, RECORD AND RETURN TO: Lynn C. Washington, Esq. 3301 NE 1st Avenue Suite M-501 Miami, Florida 33137 LEASEHOLD MORTGAGE AND SECURITY AGREEMENT AND ASSIGNMENT OF LEASES THIS LEASEHOLD MORTGAGE AND SECURITY AGREEMENT AND ASSIGNMENT OF LEASES (the "Mortgage"), dated as of the to day of 2013, by ST JOHN PLAZA APARTMENTS, LLC, a Florida limited liability company, with an address of ("Mortgagor"), in favor of ST. JOHN COMMUNITY DEVELOPMENT CORPORATION, INC. a Florida non-profit corporation with an address of 1324 N.W. 3rd Avenue, Miami, Florida 33136, ("Mortgagee"). WITNESSETII That for good and valuable consideration, and to secure the payment of the Promissory Note executed by the Mortgagor in favor of the Mortgagee in the original principal amount of TEN MILLION DOLLARS and NO/100 (U.S. $10,000,000), as the same may be renewed, extended or amended, from time to time, (referred to as the "Note" or the "Promissory Note"), the final payment of which is due on or before the due date provided in the Promissory Note and to secure any other indebtedness owed by Mortgagor to Mortgagee, now or hereafter arising under the terms of this Mortgage or in any other instrument constituting additional security for the Note, and all other sums of money secured as provided under this Mortgage, the Mortgagor does grant, bargain, sell, remise, release, and convey unto the Mortgagee, its successors and assigns, a leasehold interest in the real estate described in Exhibit A, which is attached and made a part of this Mortgage, which, together with the property hereinafter described, is referred to herein as the "Property"; TOGETHER WITH: (a) All buildings and improvements, now or hereafter located on the Property, all privileges and other rights now or hereafter made appurtenant thereto, including, without limitation, all right, title and interest of Mortgagor in and to all streets, roads and public places, opened or proposed, and all easements and rights -of -way, public or private, now or hereafter used in connection with the Property; and (b) All fixtures, fittings, furnishings, appliances, apparatus, goods, equipment, and machinery, and all building material, supplies and equipment now or hereafter delivered to the Property and installed or used in the Property, all other fixtures and personal property of whatever kind and nature owned by the Mortgagor on the date of this Mortgage contained in or hereafter placed in any building standing on the Property; such other goods, equipment, chattels 76 and personal property as are usually furnished by landlords in letting Property of the character hereby conveyed, and all renewals or replacements thereof or articles in substitution thereof, all of the estate, right, title and interest of the Mortgagor in and to all property of any nature whatsoever, now or hereafter situated on the Property or intended to be used in connection with the operation thereof, all of which shall be deemed to be fixtures and accessions to the freehold and a part of the realty as between the parties hereto, and all persons claiming by, through or under them, and shall be deemed to be a portion of the security for the indebtedness herein mentioned and secured by the Mortgage. If the lien of this Mortgage on any fixtures or personal property is or becomes subject to a lease agreement, conditional sale agreement or chattel mortgage of the Mortgagor, any and all deposits made thereof or therefor are hereby assigned to the Mortgagee, together with the benefit of any payments now or hereafter made thereon. There is also transferred, set over, and assigned hereby Mortgage to Mortgagee, its successors and assigns, all leases and use agreements of machinery, equipment and other personal property of Mortgagor in the categories hereinabove set forth, under which Mortgagor is the lessee of, or entitled to use, such items, and Mortgagor agrees to execute and deliver to Mortgagee specific separate assignments to Mortgagee of such leases and agreements when requested by Mortgagee, but nothing herein constitutes Mortgagee's consent to any financing of any fixture or personal property, and nothing herein shall obligate Mortgagee to perform any obligations of Mortgagor under any such leases or agreements unless it so chooses, which obligations Mortgagor hereby covenants and agrees to well and punctually perform. The items set forth in this paragraph (b) are sometimes hereinafter separately referred to as "Collateral"; and (c) All rents, royalties, issues, profits, revenue, income and other benefits from the property described in paragraph (a) and (b) hereof to be applied against the indebtedness and other sums secured hereby, provided, however, that permission is hereby given to Mortgagor so long as no default has occurred hereunder, to collect, receive, take, use and enjoy such rents, royalties, issues, profits, revenue, income and other benefits as they become due and payable, but not in advance thereof. The foregoing assignment shall be fully operative without any further action on the part of either party and specifically Mortgagee shall be entitled, at its option upon the occurrence of a default hereunder, to all rents, royalties, issues, profits, revenue, income and other benefits from the property described in paragraphs (a) and (b) hereof whether or not Mortgagee takes possession of such property. Upon any such default hereunder, the permission hereby given to Mortgagor to collect such rents, royalties, issues, profits, revenue, income and other benefits from the property described in paragraphs (a) and (b) hereof shall terminate and such permission shall be reinstated upon a cure of the default upon Mortgagee's specific consent. Neither the exercise of any rights under this paragraph by Mortgagee nor the application of any such rents, royalties, issues, profits, revenue, income or other benefits to the indebtedness and other sums secured hereby, shall cure or waive any default or notice of default hereunder or invalidate any act done pursuant hereto or to any such notice, but shall be cumulative of all other rights and remedies. (d) All right, title and interest of Mortgagor in and to all leases now or hereafter on or affecting the property described in paragraphs (a) and (b) hereof, together with all security therefor and all monies payable thereunder, subject, however, to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. The foregoing assignment of any lease shall not be deemed to impose upon Mortgagee any of the obligations or duties of Mortgagor provided in any such lease, and, Mortgagor agrees to fully perform all 77 obligations of the lessor under all such leases. Upon Mortgagee's request, Mortgagor agrees to send to Mortgagee a list of all leases covered by the foregoing assignment and as any such lease shall expire or terminate or as any new lease shall be made, Mortgagor shall so notify Mortgagee in order that at all times Mortgagee shall have a current list of all leases affecting the property described in paragraphs (a) and (b) hereof. Mortgagee shall have the right, at any time and from time to time, to notify any lessee of the rights of Mortgagee as provided by this paragraph. From time to time, upon request of Mortgagee, Mortgagor shall specifically assign to Mortgagee as additional security hereunder, by an instrument in writing in such form as may be approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all leases now or hereafter on or affecting the Property, together with all security therefor and all monies payable hereunder, subject to the conditional permission hereinabove given to Mortgagor to collect the rentals under any such lease. Mortgagor shall execute and deliver to Mortgagee any notification, financing statement or other document reasonably required by Mortgagee to perfect the foregoing assignment as to any such lease. (e) To the extent of the indebtedness secured herein, all judgments, awards of damages and settlements hereafter made as a result of or in lieu of any taking of the Property or any part thereof or interest therein under the power of eminent domain, or for any damage (whether caused by such taking or otherwise) to the Property or the improvements thereon or any part thereof or interest therein, including any award for change of grade of streets. (f) To the extent of the indebtedness secured herein, all insurance policies covering all or any portion of the Property and all blueprints, plans, maps, documents, books and records relating to the Property. (g) To the extent of the indebtedness secured herein, all proceeds of the conversion, voluntary or involuntary, of any of the foregoing into cash or liquidated claims. TO HAVE AND TO HOLD the above granted Property, with all the privileges and appurtenances to the same belonging to the said Mortgagee, its successors and assigns, to its and their use and behoof forever. PROVIDED, HOWEVER, that if the Mortgagor shall pay or cause to be paid to the Holder of the Note the principal due under the Note, at the time and in the manner stipulated therein, and shall pay or cause to be paid all other sums payable hereunder and all indebtedness hereby secured, then, in such case, the estate, right, title and interest of the Mortgagee in the Property shall cease, determine and become void and the Mortgagee shall, cancel, release and discharge this Mortgage. 27. Mortgagor's Covenants Mortgagor covenants and agrees with Mortgagee that: 27.1 Title. 27.1.1 The Mortgagor warrants that: it has good and marketable title to an indefeasible leasehold estate in the Property, subject to no liens, charges or encumbrances other 78 than the lien of this Mortgage, any encumbrances existing and recorded in the public record prior to or in connection with the recording of this Mortgage (collectively, the "Permitted Encumbrances"); that it has good right and lawful authority to mortgage the Property in the manner and form herein provided; that Mortgagor has full power and authority to mortgage the Property in the manner and form herein done or intended hereafter to be done; that this Mortgage is and shall remain a valid and enforceable lien on the Property, subject only to the Permitted Encumbrances which constitute senior mortgage liens, including but not limited to that certain [mortgage] in favor of [ ] (the "Senior Lender") (collectively, the "Prior Encumbrances"); that Mortgagor and its successors and assigns shall warrant and defend the same and priority of this lien forever against the lawful claims and demands of all persons whomsoever (other than the Prior Encumbrances); and, that this covenant shall not be extinguished by any foreclosure hereof but shall run with the land. Notwithstanding any language to the contrary contained herein, any encumbrances approved or allowed by the Senior Lender and/or the Mortgagee shall be considered a Permitted Encumbrance under this Mortgage. 27.1.2 Mortgagor shall maintain the property free of all security interests, liens and encumbrances, other than Permitted Encumbrances, the security interest hereunder or any lien or encumbrance disclosed to and approved by Mortgagee in writing. 27.1.3 The Mortgagor shall do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers and assurances as the Mortgagee shall from time to time require, for the better assuring, conveying, assigning, transferring and confirming unto the Mortgagee the property and rights hereby conveyed or assigned or intended now or hereafter so to be, or which the Mortgagor may be or may hereafter become bound to convey or assign to the Mortgagee, or for carrying out the intention of facilitating the performance of the terms of this Mortgage, or for filing, registering or recording this Mortgage and, on demand, shall execute and deliver, and hereby authorizes the Mortgagee to execute in the name of the Mortgagor to the extent it may lawfully do so, one or more financing statements, chattel mortgages or comparable security instruments, to evidence more effectively the lien hereof upon the Collateral. 27.1.4 The Mortgagor shall, upon the execution of this Mortgage and the Note (the "Loan Documents"), cause all recordable Loan Documents, to be filed, registered or recorded in such manner and in such places as may be required by any present or future law in order to publish notice of and fully to protect the lien hereof upon, and the interest of the Mortgagee in the Property. 27.1.5 The Mortgagor shall pay for all filing, registration or recording fees, and all expenses incident to the preparation, execution and acknowledgment of this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Collateral, and any instrument of further assurance, and all federal, state, county and municipal stamp taxes and other taxes, duties, imposts, assessments and charges arising out of or in connection with the execution and delivery of the Note, this Mortgage, any mortgage supplemental hereto, any security instrument with respect to the Collateral or any instrument of further assurance. 27.1.6 The Mortgagor, so long as all or part of the indebtedness secured hereby is outstanding shall preserve in its present form and keep in full force and effect its existence, as a 79 legal entity under the laws of the state of its formation and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental authority or court applicable to the Property or any part thereof. 27.2 Payment of Note. The Mortgagor shall promptly and punctually pay principal and all other sums due or to become due pursuant to the terms of the Note, in the time and manner set forth therein. 27.3 Maintenance and Repair. The Mortgagor shall keep the Property in good condition and operating order and shall not commit or permit any waste thereof. Mortgagor shall diligently maintain the Property and make any needed repairs, replacements, renewals, additions and improvements, and complete and restore promptly and in a good workmanlike manner. Mortgagor shall not remove any part of the Collateral from the Property or demolish any part of the Property or materially alter any part of the Property without the prior written consent of the Mortgagee which consent shall not be unreasonably denied, conditioned or delayed. Mortgagor shall permit Mortgagee or its agents the opportunity to inspect the Property, including the interior of any structures, at any reasonable time. 27.4 Compliance with Laws. The Mortgagor shall comply with all laws, ordinances, regulations, covenants, conditions and restrictions affecting the Property or the operation thereof, and shall pay all fees or charges of any kind in connection therewith. 27.5 Insurance. The Mortgagor shall keep all buildings and improvements now or hereafter situated on the Property insured against loss or damage by fire and other hazards as may reasonably be required by any senior mortgagee under the Prior Encumbrances. 27.6 Casualty. Mortgagor shall promptly notify Mortgagee of any material loss whether covered by insurance or not. Any insurance proceeds shall be used to restore the Property 27.7 Condemnation. The Mortgagor, immediately upon obtaining knowledge of the institution of any proceeding for the condemnation of the Property or any portion thereof, shall notify Mortgagee in writing of the pendency thereof. Subject to the rights of any senior lenders under the Prior Encumbrances, the Mortgagor hereby assigns, transfers and sets over unto the Mortgagee to the extent of the indebtedness secured herein, all compensation, rights of action, proceeds of any award and any claim for damages for any of the Property taken or damaged under the power of eminent domain or by condemnation or by sale of the Property in lieu thereof. Any proceeds of a condemnation award shall be used for the restoration or rebuilding of the Property. 27.8 Liens and Encumbrances. Except as set forth herein, the Mortgagor shall not permit the creation of any liens or encumbrances on the Property other than the lien of this Mortgage and of any Permitted Encumbrances, and shall pay when due all obligations, lawful claims or demands of any person, which, if unpaid, might result in, or permit the creation of, a lien or encumbrance on the Property or on the rents, issues, income and profits arising therefrom, whether such lien would be senior or subordinate hereto, including all claims of mechanics, materialmen, laborers and others for work or labor performed, or materials or supplies furnished 80 in connection with any work done in and to the Property and the Mortgagor will do or cause to be done everything necessary so that the lien of this Mortgage is fully preserved, at no cost to the Mortgagee. Notwithstanding any language to the contrary contained herein or in any of the other Loan Documents, the Mortgagor may refinance any other mortgage encumbering the Property and the Mortgagee shall executed any requested Subordination Agreement related to such refinancing. 27.9 Taxes and Assessments. The Mortgagor shall pay in full when due, and in any event before any penalty or interest attaches, all general taxes and assessments, special taxes, special assessments, water charges, sewer service charges, and all other charges against the Property and shall furnish to Mortgagee official receipts evidencing the payment thereof. 27.10 Sale of Property. 27.10.1 Without the consent of Mortgagee, Mortgagor may transfer the Property as long as after such transfer the Property continues to be subject to the lien of this Mortgage. 27.10.2 Any change in the legal or equitable title of the Property or in the beneficial ownership of the Property, whether or not of record and whether or not for consideration, or sale or other disposition of the partnership interests of the borrowing entity, shall not be deemed a transfer of an interest in the Property. 27.10.3 Any instrument conveying the Property, or any part thereof, shall provide that the grantee thereunder assumes all of the grantor's obligations under this Mortgage, the Note and all other instruments or agreements evidencing or securing the repayment of the Mortgage indebtedness. In the event such instrument shall not contain such provisions, the grantee under such instrument shall be deemed to assume, by its acquisitions of the Property all the obligations established by the Loan Documents. 27.10.4 Mortgagor shall not sell, assign, transfer or otherwise dispose of any material portion of the Collateral or any material interest therein and shall not do or permit anything to be done that may impair the Collateral without the prior consent of the Mortgagee, unless the Mortgagor is not in default under the terms of this Mortgage and the Collateral which is to be disposed is fully depreciated or unnecessary for use in the operation of the Property. 27.10.5 Mortgagor acknowledges that Mortgagee shall collaterally assign its interests under this Mortgage to SOUTH FLORIDA COMMUNITY DEVELOPMENT COALITION INC., a Florida non profit corporation, under that certain Collateral Assignment of Leasehold Mortgage and Other Loan Documents dated of even date herewith (the "Collateral Assignment"). Notwithstanding any other language to the contrary contained herein, Sections 1.10(a) and (b) above shall only be applicable during the existence of the Collateral Assignment which is expected to terminate on the date that is fifteen years from the date hereof. 27.11 Advances. If Mortgagor shall fail to perform any of the covenants herein contained or contained in any instrument constituting additional security for the Note, the Mortgagee may, without creating an obligation to do so, make advances on its behalf. Any and all sums so advanced shall be a lien upon the Property and shall become secured by this 81 Mortgage. The Mortgagor shall repay on demand all sums so advanced in its behalf with interest at the rate of four (4%) percent per annum in excess of the rate of the Note at the time of such advance. 27.12 Estoppel Certificates. The Mortgagor within ten (10) days from receipt of written request, shall furnish a duly acknowledged written statement setting forth the amount of the debt secured by this Mortgage, and stating either that no set -offs or defenses exist against the Mortgage debt, or if any such setoffs or defenses are alleged to exist, the nature thereof. 27.13 Assignment of Rents and Leases. Mortgagor agrees to execute and deliver to Mortgagee such assignments of the leases and rents applicable to the Property as the Mortgagee may from time to time request while this Mortgage and the Note and indebtedness secured by this Mortgage are outstanding. 27.14 Subordination to Prior Encumbrances. Notwithstanding anything herein which is or which may appear to be to the contrary, the lien of this Mortgage and Mortgagee's rights hereunder are subordinate and inferior to the lien of the Prior Encumbrances whether now existing or hereafter created. Mortgagee agrees, by its acceptance hereof, that no action required to be taken by Mortgagor under the express terms of any Prior Encumbrance shall constitute a default or an Event of Default hereunder. 27.15 Leases Affecting Mortgaged Property. Mortgagor shall comply with and observe its obligations as landlord under all leases affecting the Property or any part thereof. 28. Default 28.1 Events of Default. The following shall be deemed to be Events of Default hereunder: 28.1.1 Failure to make any payment when due in accordance with the terms of the Note secured by this Mortgage. 28.1.2 Failure to keep or perform any of the other material terms, covenants and conditions in this Mortgage provided that such failure shall have continued for a period of ninety (90) days after written notice of such failure from the Mortgagee. 28.2 Remedies. 28.2.1 Upon and after any such Event of Default, the Mortgagee, by written notice given to the Mortgagor, may declare the entire principal of the Note then outstanding, if not then due and payable, and all other obligations of Mortgagor hereunder, to be due and payable immediately. 28.2.2 Upon and after any such Event of Default, the Mortgagee shall have all of the remedies of a Secured Party under the Uniform Commercial Code of Florida, Sec. 671-689 et al. F.S., as amended from time to time. 82 28.2.3 Upon and after any such Event of Default, the Mortgagee, with or without entry, or by its agents or attorneys, insofar as applicable, may: 28.2.3.1 sell the Property to the extent permitted and pursuant to the procedures provided by law, and all estate, right, title and interest, claim and demand therein, and right of redemption thereof, at one or more sales as an entity or in parcels, and at such time and place upon such terms and after such teens and after such notice thereof as may be required, or 28.2.3.2 institute proceedings for the complete or partial foreclosure of this Mortgage, or 28.2.3.3 apply to any court of competent jurisdiction for the appointment of a receiver or receivers for the Property and of all the earnings, revenues, rents, issues, profits and income thereof, or 28.2.3.4 take such steps to protect and enforce its rights whether by action, suit or proceeding in equity or at law for the specific performance of any covenant, condition or agreement in the Note, or in this Mortgage, or in aid of the execution of any power herein granted, or for any foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall elect. 28.2.4 The Mortgagee may adjourn from time to time any sale by it to be made under or by virtue of this Mortgage by announcement at the time and place appointed for such sale or for such adjourned sale or sales; and, except as otherwise provided by any applicable provision of law, the Mortgagee, without further notice or publication, other than that provided in sub -paragraph 2.02(c) above may make such sale at the time and place to which the same shall be so adjourned. 28.2.5 Upon the completion of any sale or sales made by the Mortgagee under or by virtue of this section, the Mortgagor, or an officer of any court empowered to do so, shall execute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, or good and sufficient instruments, conveying, assigning and transferring, all estate, right, title and interest in and to the property and rights sold. The Mortgagor, if so requested by the Mortgagee, shall ratify and confirm any such sale or sales by executing and delivering to the Mortgagee or to such purchaser or purchasers all such instruments as may be advisable, in the judgment of the Mortgagee, for the purpose, and as may be designated in such request. Any such sale or sales made under or by virtue of this section whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever, whether at law or in equity, of the Mortgagor in and to the properties and rights so sold, and shall be a perpetual bar both at law and in equity against the Mortgagor and against any and all persons claiming or who may claim the same, or any part thereof from, through or under the Mortgagor. 28.2.6 In the event of any sale made under or by virtue of this section (whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale), the entire principal of the Note, if not previously due and payable, and all other sums required to be paid by the Mortgagor pursuant to this Mortgage, 83 immediately thereupon shall, anything in the Note or in this Mortgage to the contrary notwithstanding, become due and payable. 28.2.7 The purchase money proceeds or avails of any sale made under or by virtue of this section, together with any other sums which then may be held by the Mortgagee under the provisions of this section or otherwise, shall be applied as follows: First: To the payment of the costs and expenses of such sale, including reasonable compensation to the Mortgagee, its agents and counsel, and of any judicial proceedings wherein the same may be made, and of all expenses, liabilities and advances made or incurred by the Mortgagee under this Mortgage. Second: To the payment of any other sums required to be paid by the Mortgagor pursuant to any provisions of this Mortgage or of the Note. Third: To the payment of the whole amount then due, owing or unpaid under the Note. Fourth: To the payment of the surplus, if any, to the Mortgagor or whomsoever is lawfully entitled to receive the same. Upon any sale made under or by virtue of this section, whether made under the power of sale herein granted or under or by virtue of judicial proceedings or of a judgment or decree of foreclosure and sale, the Mortgagee may bid for and acquire the Property or any part thereof and in lieu of paying cash therefor may make settlement for the purchase price by crediting upon the indebtedness of the Mortgagor secured by this Mortgage the net sales price after deducting therefrom the expenses of the sale and the cost of the action and any other sums which the Mortgagee is authorized to deduct under this Mortgage. The Mortgagee, upon so acquiring the Property or any part thereof shall be entitled to hold, lease, rent, operate, manage and sell the same in any manner provided by applicable laws. 29. Miscellaneous Terms and Conditions 29.1 Rules of Construction. When the identity of the parties hereto or other circumstances make it appropriate, the masculine gender shall include the feminine and/or neuter, plural and the singular number shall include the plural. The headings of each paragraph are for information and convenience only and do not limit or construe the contents of any provision hereof 29.2 Severability. If any term of this Mortgage, or the application thereof to any person or circumstances, shall, to any extent, be invalid or unenforceable, the remainder of this Mortgage, or the application of such term to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term of this Mortgage shall be valid and enforceable to the fullest extent permitted by law. 29.3 Successors in Interest. This Mortgage applies to, inures to the benefit of, and is binding not only on the parties hereto, but on their heirs, executors, administrators, successors 84 and assigns. All obligations of Mortgagor hereunder are joint and several. The term "Mortgagee" shall mean the holder and owner, including pledges, of the Note secured hereby, whether or not named as Mortgagee herein. 29.4 Notices. All notices to be given pursuant to this Mortgage shall be sufficient if mailed postage prepaid, certified or registered mail, return receipt requested, to the above described addresses of the parties hereto, or to such other address as a party may request in writing. Any time period provided in the giving of any notice shall commence upon the date such notice is deposited in the mail. 29.5 Modifications. This Mortgage may not be amended, modified or changed, nor shall any waiver of any provision be effective, except only by an instrument in writing and signed by the party against whom enforcement of any waiver, amendment, change, modification or discharge is sought. 29.6 Governing Law. This Mortgage shall be construed according to and governed by the laws of the State of Florida. 29.7 Limitation of Liability. Notwithstanding any provision or obligation to the contrary hereinbefore or hereinafter set forth, from and after the date of this Mortgage, the indebtedness secured by this Mortgage including the Note shall be a non -recourse obligation and the liability of the Mortgagor (including, without limitation, its partners, members, officers, directors or employees) hereunder shall be limited to the interest in the Property and the Mortgagee shall look exclusively thereto, or to such other security as may from time to time be given for payment of the obligations hereunder, and any judgment rendered against the Mortgagor under this Mortgage shall be limited to the Property and any other security so given for satisfaction thereof. No deficiency or other personal judgment nor any order or decree of specific performance shall be rendered against the Mortgagor (including, without limitation, its partners, members, officers, directors or employees), their heirs, personal representatives, successors, transferees or assigns, as the case may be, in any action or proceeding arising out of this Mortgage, or any judgment, order or decree rendered pursuant to any such action or proceeding. 29.8 Notice and Cure. Notwithstanding the foregoing, the Mortgagee hereby agrees that any cure of any default made or tendered by the Mortgagor's investor member and/or special member ( and , respectively, or their affiliates, or their successors or assigns) shall be deemed to be a cure by the Mortgagor and shall be accepted or rejected on the same basis as if made or tendered by Mortgagor. Copies of all notices which are sent to Mortgagor under the terms of this Agreement shall also be sent to: , Attention: with a copy to , Attention: [Signatures and Acknowledgements on Following Pagel 85 IN WITNESS WHEREOF, the said Mortgagor caused this instrument to be signed and sealed as of the date first above written. Signed, sealed and delivered MORTGAGOR: in the presence of: Name: Name: Name: Name: ST. JOHN PLAZA APARTMENTS, LLC, a Florida limited liability company By: MM St. John Plaza, LLC., a Florida limited liability company, its manager By: Biscayne Housing Group, LLC., a Florida limited liability corporation, its manager By: Name: Title: By: Name: Title: 86 STATE OF FLORIDA ) ) ss: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 2013 by MICHAEL C. COX, as co -manager of Biscayne Housing Group, LLC, a Florida limited liability company, as the Manager of MM St. John Plaza, LLC, as the manager of St. John Plaza Apartments, LLC, a Florida limited liability company on behalf of the limited liability company. Personally Known OR Produced Identification Type of Identification Produced NOTARY STAMP STATE OF FLORIDA COUNTY OF MIAMI-DADE ) ) ss: ) Print or Stamp Name: Notary Public, State of Florida at Large Commission No.: My Commission Expires: The foregoing instrument was acknowledged before me this day of , 2013 by Gonzalo DeRamon, as co -manager of Biscayne Housing Group, LLC, a Florida limited liability company, as the Manager of MM St. John Plaza, LLC, as the manager of St. John Plaza Apartments, LLC, a Florida limited liability company on behalf of the limited liability company. Personally Known OR Produced Identification Type of Identification Produced NOTARY STAMP Print or Stamp Name: Notary Public, State of Florida at Large Commission No.: My Commission Expires: 87 EXHIBIT A LEGAL DESCRIPTION THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF Miami - Dade, STATE OF FL, AND IS DESCRIBED AS FOLLOWS: Parcel 1: Beginning at the Southwest Corner of Block of Parry's Resubdivision of Lots 3 to 12 of Jape's or Sost's Addition to the City of Miami, Then North 58.6 feet, East 70 feet, South 58.6 feet, West 70 feet to the point of beginning, according to the plat of said subdivision recorded in Plat Book "B", Page 163 of the Public Records of Dade County, Florida. Parcel 2: Lots 3 through 16, and the North 57.66 feet of Lots 17, 18 and 19, Block 1, of PARRY'S DIVISION of Lots 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 of Block 1 in JAPES ADDITION TO THE CITY OF MIAMI according to the Plat as recorded in Plat Book B at Page 163 of the Public Records of Dade County, Florida, less the following described parcel: Begin at the Northeast comer of said Lot 19; thence run South 00°16'10" East along the East line of said Lot 19 for 25.66 feet; thence run North 61°43'25" West, for 18.82 feet to the point of curvature of a circular curve to the left having a radius of 1802.87 feet; thence run Northwesterly along the arc of said curve through a central angle of 01 °08'29" for an arc distance of 35.91 feet; thence run North 89°56'40" East along the North line of said Lots 18 and 19 for 48.25 feet to the Point of Beginning. Parcel 3: Parts of Lots 20 through 22, BEGINNING 41.87 feet South of the northwest comer of Lot 20; thence South 52.07 feet; thence East 79.74 feet; thence North 8.90 feet; thence northwest 90.6 feet to the Point of Beginning; AND all of Lots 23 through 26 and the East 50 feet of Lots 29 through 38 and all of Lots 39 through 48, Block 1 of PARRYS RESUBDIVISION OF SOST'S SUBDIVISION as recorded in Plat Book B, Page 163, of the Public Records of Dade County, Florida. Parcel 4: Lots 26, 27 and 28 PARRY'S RESUB according to Plat Book B, Page 163 of the Public Records of Miami -Dade County, Florida. 88 EXHIBIT E INSURANCE REQUIREMENTS I. Commercial General Liability (Primary & Non Contributory) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami and Southeast Overtown/Park West Community Redevelopment Agency as an Additional Insured (CG 2010 11/85 or its equivalent) Contingent Liability & Contractual Liability Premises & Operations Liability Explosion, Collapse and Underground Hazard II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami & Southeast Overtown/Park West Community Redevelopment Agency listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability 89 A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy/Excess Liability (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $10,000,000 Aggregate $10,000,000 B. Endorsements Required City of Miami & Southeast Overtown/Park West Community Redevelopment Agency listed as an additional insured V. Owner's & Contractor's Protective Limits of Liability Each Occurrence $1,000,000 Policy Aggregate $1,000,000 City of Miami and Southeast Overtown/Park West Community Redevelopment Agency as Named Insured VI. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $25,000 All other Perils 5% maximum on Wind City of Miami and Southeast Overtown/Park West Community Redevelopment Agency listed as an Additional Insured A. Limit/Value at Location or Site - Full Replacement B. Coverage Extensions as provided by insurer 90 The above policies shall provide the City of Miami and Southeast Overtown/Park West Community Redevelopment Agency with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 91 This document prepared by and return to: Owner: Owner's Address: EXHIBIT F RESTRICTIVE COVENANT AGREEMENT c/o 1324 NW 3'i Avenue Miami, FL 33136 Attention: Legal Description of Property: See Exhibit "A" attached hereto Name of Project: St. John Plaza Apartments Issuer: Southeast Overtown/Park West Community Redevelopment Agency Issuer's Address: 1490 NW Third Avenue, Suite 105 Miami, Florida 33136 THIS RESTRICTIVE COVENANT AGREEMENT (this "Agreement") is made and entered into as of [ 1, 201], by and between Southeast Overtown/Park West Community Redevelopment Agency (the "Issuer"), a public body corporate and politic created pursuant to the laws of the State of Florida (the "State"); and (together with its successors and assigns, the "Owner"). WITNESSETH: WHEREAS, the Owner intends to acquire and construct a multifamily residential rental project located within Miami -Dade County, Florida (the "County"), to be occupied by Lower - Income Tenants, all for the public purpose of providing decent, safe, affordable and sanitary housing for persons or families of low income within the County; and WHEREAS, pursuant to a resolution of the Issuer's Board of Commissioners, adopted September 17, 2012, as supplemented by a resolution of the Issuer's Board of Commissioners, adopted , 201_ (collectively, the "Bond Resolution"), the Issuer has issued and 92 delivered its Revenue Bonds, Series 201 L- ] (the "Bonds"), to fund, among other things, a grant (the "Grant") to [ ], a nonprofit [ ] formed under the laws of the State of [Florida] (the "Non -Profit Lender"), which in turn has agreed to make a forgivable loan (the "Non -Profit Loan") to [ , a ] (the "Lender") pursuant to a loan agreement (the "Non -Profit Loan Agreement") dated as of [ 1, 201], by and between the Non -Profit Lender and the Lender, which in turn has agreed to make a loan (the "Loan") to the Owner, pursuant to a loan agreement (the "Loan Agreement") dated as of [ 1, 201], by and between the Lender and the Owner, to finance the construction of the Project (as hereinafter defined), all under and in accordance with the Constitution and laws of the State; and WHEREAS, the Bond Resolution require[s], as a condition of making the Grant [and the Non -Profit Loan], the execution and delivery of this Agreement; and WHEREAS, in order to satisfy such requirement[s], the Issuer and the Owner have determined to enter into this Agreement to set forth certain terms and conditions relating to the operation of the Project, which is located on the real property described in Exhibit "A" hereto (the "Land"); and WHEREAS, this Agreement shall be properly filed and recorded by the Owner within the official records of the County and shall constitute a covenant running with the land and a restriction upon the use of the Land subject to and in accordance with the terms contained herein; NOW THEREFORE, in consideration of providing the Grant to the Non -Profit Lender by the Issuer, the Non -Profit Loan to the Lender by the Non -Profit Lender, and the Loan to the Owner by the Lender, and acknowledging that compliance with this Agreement is necessary to the accomplishment of the public purpose of the issuance of the Bonds and the making of the Grant, [and to the accomplishment of the Non -Profit Lender's exempt purpose through the making of the Non -Profit Loan,] the Owner covenants and agrees with the Issuer as follows: 30. Definitions and Interpretation. 30.1 The following terms shall have the respective meanings set forth below: "Applicable Income Limit" means, with respect to Lower -Income Tenants, the applicable income limit set forth in the definition of "Lower -Income Tenants" herein. "Available Units" means residential units in the Project that are actually occupied and residential units in the Project that are unoccupied and have been leased at least once after becoming available for occupancy, provided that a residential unit that is not available for occupancy due to renovations is not an available unit and does not become an available unit until it has been leased for the first time after the renovations are completed. "Certificate of Continuing Program Compliance" means the certificate required to be delivered by the Owner to the Issuer pursuant to Section 4(d) of this Agreement. "Code" means the Internal Revenue Code of 1986, as amended. Any reference to a Code section shall include any successor provision; provided that if the Internal Revenue Code is 93 amended to eliminate corresponding provisions in connection with low income housing tax credits, then reference shall be to such provision of the Code immediately prior to such amendment. "County" means Miami -Dade County, Florida. "FHFC" means the Florida Housing Finance Corporation. "HUD" means the United States Department of Housing and Urban Development or any successor agency. "Income Certification" means in a form acceptable to the Issuer (the Issuer agrees that a tenant income certificate that is in a form acceptable to HUD or FHFC will be acceptable to the Issuer). "Lower -Income Tenants" means one or more natural persons or a family, whose income[, determined in a manner consistent with Section 42(g)(1) of the Code,] does not exceed sixty percent (60%) of the then current median family income for Miami -Dade County, Florida, Standard Metropolitan Statistical Area, determined in a manner consistent with Section 42(g)(1) of the Code, including adjustments for family size. "Manager" means any agent hired by or on behalf of the Owner to operate and manage the Project. "Project" means the 112 unit multifamily residential rental housing development known as St John Apartments, located on the Land and financed with proceeds of the Grant and the Loan, excluding approximately 15,000 square feet of commercial space. "Qualified Project Period" means the 30-year period beginning on the first day of the calendar year following the year in which the Project is placed in service. The Owner is authorized to use Exhibit "C" attached hereto to evidence the foregoing. "State" means the State of Florida. 30.2 Unless the context clearly requires otherwise, as used in this Agreement, words of the masculine, feminine or neuter gender shall be construed to include any other gender when appropriate and words of the singular number shall be construed to include the plural number, and vice versa, when appropriate. This Agreement and all the terms and provisions hereof shall be construed to effectuate the purposes set forth herein and to sustain the validity hereof. 30.3 The titles and headings of the sections of this Agreement have been inserted for convenience of reference only, and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof or be considered or given any effect in construing this Agreement or any provisions hereof or in ascertaining intent, if any question of intent shall arise. 31. Residential Rental Property. The Owner hereby represents, covenants, warrants and agrees that, during the term of this Agreement: 94 31.1 The Owner will acquire, construct, own and operate the Project for the purpose of providing a multifamily residential rental project, and the Project shall be continually owned, managed and operated as multifamily residential rental properties. 31.2 Each residential unit in the Project shall be contained in one or more buildings or structures located on the Land and shall be similarly designed, appointed and constructed (except as to number of bedrooms and bathrooms), each of which will contain complete facilities for living, sleeping, eating, cooking and sanitation for an individual or a family, including a living area, a sleeping area, bathing and sanitation facilities and cooking facilities equipped with a cooking range, refrigerator and sink, all of which are separate and distinct from the other units. 31.3 None of the units in the Project will at any time be (1) utilized on a transient basis, (2) used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, nursing home, hospital, sanitarium., rest home, trailer court or park, or (3) rented for initial Iease periods of less than six months. No part of the Project will, at any time during the Qualified Project Period, be owned or used by a cooperative housing corporation or converted to condominiums. 31.4 All of the units (other than one unit for a resident manager or maintenance personnel who was a resident of the Southeast Overtown/Park West Community Redevelopment for at least one year immediately preceding occupancy of the unit) will be rented or available for rent on a continuous basis to members of the general public, and the Owner will not give preference to any particular class or group of persons in renting the units in the Project, except to the extent that units are required to be leased or rented to Lower -Income Tenants. Lower - Income Tenants will have equal access to and enjoyment of all common facilities of the Project. The Owner will not discriminate against children of any age when renting the units in the Project. 31.5 The Owner shall not (i) demolish any part of the Project necessary for the operation thereof for its intended purposes or substantially subtract from any real or personal property of the Project; or (ii) permit the use of the dwelling accommodations of the Project for any purpose except rental residences. 31.6 The Owner shall maintain "all risk" property insurance on the Project at 100% of replacement cost, with deductible amounts which are commercially reasonably, consistent with other similar properties. 32. Lower -Income Tenants and Eligible Persons. The Owner hereby represents, warrants and covenants as follows: 32.1 At all times during the term of this Agreement, one hundred percent (100%) of the Available Units shall be occupied by Lower -Income Tenants. 32.2 During the term of this Agreement, the monthly rent of the units occupied by Lower -Income Tenants in the Project shall not exceed the amount permitted to qualify a unit as "rent -restricted" under Section 42(g) of the Code. For purposes of paragraph (a) of this Section 3 and Section 2(d), a unit occupied by an individual or family who at the commencement of the occupancy of such unit is a Lower -Income 95 Tenant shall be counted as occupied by a Lower -Income Tenant during such individual's or family's tenancy in such unit, even though such individual or family ceases to be a Lower - Income Tenant; however, such unit shall cease to be treated as occupied by a Lower -Income Tenant upon a determination that the tenant's most recently reported income exceeds 140% of the Applicable Income Limit. In addition, a vacant unit that was occupied by a Lower -Income Tenant shall be counted as occupied by a Lower -Income Tenant until it is reoccupied other than for a temporary period of not more than thirty-one days, at which time the unit shall be considered to be occupied by a Lower -Income Tenant only if the individual or family then occupying the unit satisfies the definition of a Lower -Income Tenant. 33. Reporting Requirements. During the term of this Agreement: 33.1 Income Certifications shall be obtained from each occupant (i) no less than five days prior to the time of initial occupancy of the unit by such occupant, and (ii) no less frequently than once each year thereafter. 33.2 The Owner shall maintain on file at the Project copies of the Income Certifications specified in Section 4(a) hereof for a period of time of six (6) years, and shall provide copies thereof to the Owner promptly upon request. 33.3 The Owner shall maintain at the Project complete and accurate records pertaining to the incomes of (as of the date of initial occupancy of each tenant and not less than annually thereafter) and rentals charged to Lower -Income Tenants residing in the Project, and shall permit during normal business hours and upon five business days' notice to the Owner, any duly authorized representative of the Issuer to inspect, at the Project, the books and records of the Owner pertaining to the incomes of and rentals charged to all tenants residing in the Project. 33.4 The Owner shall prepare and submit to the Issuer at the beginning of the Qualified Project Period, and on or before the tenth day of each January (and if the tenth of January falls on a weekend or holiday, submission must be made the day before) thereafter, a Certificate of Continuing Program Compliance in the form attached hereto as Exhibit "B," executed by the Owner stating (i) the percentage of residential rental units that were occupied by Lower -Income Tenants; (ii) the percentage of residential rental units that were vacant and (iii) that at all times during the previous year, all of the residential rental units were occupied (or deemed occupied) by Lower -Income Tenants (as determined in accordance with Section 3 of this Agreement) and no default has occurred under this Agreement or, if the units failed to be so occupied, or such a default has occurred, the nature of such failure or default and the steps, if any, the Owner has taken or proposes to take to correct such failure or default. If any such report indicates that the vacancy rate at the Project is 10% or higher, the Issuer shall be permitted during normal business hours and upon five business days' notice to the Owner, to inspect all or some of the vacant units to determine to its reasonable satisfaction that such vacant units are ready and available for rental. 33.5 No later than ninety (90) days after the end of each year, the Owner shall submit to the Issuer and the Lender a certification by an independent compliance agency which is selected by the Owner and reasonably acceptable to the Issuer (the Issuer hereby approves any independent compliance agency selected by the Owner which is then currently engaged by 96 FHFC as the independent compliance agency for the Project), evidencing compliance or non- compliance with Section 3 hereof. 33.6 In the event of that the Owner fails to submit to the Issuer the items which the Owner is required to submit under paragraphs (b), (d) and (e) above on or before the date required, the Owner shall be liable for the payment to the Issuer of a late fee of $100.00 per day which shall be payable within ten business days of written notification from the Issuer of the amount of such late fee. The failure of the Owner to timely pay a late fee shall be an event of default by the Owner under this Agreement. 33.7 If the certificate prepared by the independent compliance agency in accordance with Section 4(e) evidences that the Owner has failed to comply with the requirements of Section 3(a), then in such event, the Owner shall pay to the Issuer, as a penalty for non-compliance with such requirements, the sum of $5,000 for each unit which is not in compliance, determined on an annual basis, based upon such certificate. Amounts, if any, due from the Owner in accordance with this Section 4(g) shall be calculated annually as of each January 1 and paid by the Owner within thirty (30) days of issuance of the certificate in accordance with Section 4(e). 34. Indemnification. The Owner hereby covenants and agrees that it shall indemnify and hold harmless the Issuer and its past, present and future officers, members, governing body members, employees, agents and representatives (any or all of the foregoing being hereinafter referred to as the "Indemnified Persons") from and against any and all losses, costs, damages, expenses and liabilities of whatsoever nature or kind (including but not limited to, reasonable attorneys' fees, litigation and court costs related to trial and appellate proceedings, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from, arising out of, the design, construction, installation, operation, use, occupancy, maintenance or ownership of the Project other than for their own negligent, illegal or unlawful acts or omissions. In the event that any action or proceeding is brought against any Indemnified Person with respect to which indemnity may be sought hereunder, the Owner, upon timely written notice from the Indemnified Person, shall assume the investigation and defense thereof, including the employment of counsel and the payment of all expenses. The Indemnified Person shall have the right to participate in the investigation and defense thereof and may employ separate counsel either with the approval and consent of the Owner, which consent shall not be unreasonably withheld, or in the event the Indemnified Person reasonably determines that a conflict of interest exists between such Indemnified Person and the Owner in connection therewith, and in either such event the Owner shall pay the reasonable fees and expenses of such separate counsel. 35. Fair Housing Laws. The Owner will comply with all applicable fair housing laws, rules, regulations or orders applicable to the Project and shall not discriminate on the basis of race, color, sex, religion, familial status, handicap/disability, or national origin in the lease, use or occupancy of the Project or in connection with the employment or application for employment of persons for the operation and management of the Project. 36. Tenant Lists. All tenants lists, applications, and waiting lists (if any) relating to the Project shall at all times be kept separate and identifiable from any other business of the Owner which is unrelated to the Project, and shall be maintained, as required by the Issuer from time to time, in a reasonable condition for proper audit and subject to examination during 97 business hours by representatives of the Issuer. Failure to keep such lists and applications or to make them available to the Issuer will be a default hereunder. 37. Tenant Lease Restrictions. All tenant leases shall contain clauses, among others, wherein each individual lessee: 37.1 Certifies the accuracy of the statements made in the Income Certification; 37.2 Agrees that the family income, family composition and other eligibility requirements shall be deemed substantial and material obligations of such lessee's tenancy; that such lessee will comply promptly with all requests for information with respect thereto from the Owner or the Issuer, and that such lessee's failure to provide accurate information in the Income Certification or refusal to comply with a request for information with respect thereto shall be deemed a violation of a substantial obligation of such lessee's tenancy; and 37.3 Agrees not to sublease to any person or family who does not execute, and deliver to the Owner or the Issuer, an Income Certification. 38. Sale. Lease or Transfer of Project. The Owner shall not sell, assign, convey or transfer any material portion of the Land, fixtures or improvements constituting a part of the Project or any material portion of the personal property constituting a portion of the Project during the term of this Agreement without the prior written consent of the Issuer, which consent shall not be unreasonably withheld. If a material portion of the Project is sold during the term hereof and such material portion of such Project consisted of personal property or equipment, the proceeds from the sale thereof may be used by the Owner to purchase property of similar function to be used in connection with the Project. If such material portion of such Project consists of real property and improvements, the purchaser thereof must execute and deliver to the Owner and the Issuer a document in form and substance reasonably satisfactory to the Issuer pursuant to which such purchaser shall agree to operate such property in compliance with the terms and conditions of this Agreement. The Owner shall not sell or otherwise transfer the Project in whole without the prior written consent of the Issuer (which shall respond within a reasonable period of time not exceeding thirty days, and shall not unreasonably withhold such consent, provided (a) the Owner is not in default hereunder, and (b) the purchaser or transferee executes any document reasonably requested by the Issuer with respect to (i) assumption of the obligations of the Owner under this Agreement, and (ii) compliance with the terms and conditions of this Agreement. It is hereby expressly stipulated and agreed that any sale, transfer or other disposition of the Project in violation of this Section shall be null, void and without effect, shall cause a reversion of title to the Owner and shall be ineffective to relieve the Owner of its obligations under this Agreement. In the event that the purchaser or transferee shall assume the obligations of the Owner under this Agreement, the Owner shall be released from its obligations hereunder, other than its obligations under Section 5 hereof arising prior to such date of assumption. Notwithstanding anything in this Section 9 to the contrary, the restrictions set forth above on the sale, transfer or other disposition or encumbrance of the Project or any portion thereof shall not be applicable to any of the following: (i) leases of apartment units as contemplated by 98 this Agreement, (ii) grants of utility related easements and service or concession related leases or easements, including, without limitation, coin -operated laundry service leases and/or television cable easements on the Project, providing same are granted in connection with the operation of the Project as contemplated by this Agreement, (iii) any sale or conveyance to a condemning governmental authority as a direct result of the condemnation or a governmental taking or a threat thereof, (iv) any transfer pursuant to or in lieu of a foreclosure or any exercise of remedies (including, without limitation, foreclosure) under any mortgage on the Project; provided, that the purchaser acquires the Project subject to the terms of this Agreement, (v) any sale, transfer, assignment, encumbrance of non managing membership interest or addition of new non - managing members in the Owner; (vi) the placing of a mortgage lien, assignment of leases and rents or security interests on or pertaining to the Project if made expressly subject and subordinate to this Agreement; or (vii) any change in allocations or preferred return of capital, depreciation or losses or any final adjustment in capital accounts (all of which may be freely transferred or adjusted by Owner pursuant to Owner's partnership agreement); or (viii) any title encumbrance existing at the time the Issuer conveys the Land to the Owner. Any other transfer or lien granted by the Owner or its transferees shall be and remain subject to the restrictions contained herein. The Project name may not be changed after the bond sale is authorized by the Issuer, unless the owner submits a written request clearly stating the proposed new name. The Issuer shall act promptly upon any such requests that are received at least ten days before the next meeting of the board of the Issuer. 39. Covenants to Run with the Land. This Agreement and the covenants, reservations and restrictions set forth herein shall be deemed covenants running with the Land and, during the term of this Agreement, shall pass to and be binding upon the Owner's assigns and successors and all subsequent owners of the Land and the Project or any interest therein; provided, however, that upon the termination of this Agreement in accordance with the terms hereof said covenants, reservations and restrictions shall expire. Each and every contract, deed or other instrument hereafter executed covering or conveying the Land and the Project or any portion thereof or interest therein shall conclusively be held to have been executed, delivered and accepted subject to such covenants, reservations and restrictions, regardless of whether such covenants, reservations and restrictions are set forth in such contract, deed or other instruments. If a portion or portions of the Land or the Project are conveyed, all of such covenants, reservations and restrictions shall run to each portion of the Land or the Project. 40. Term. This Agreement shall remain in full force and effect during the Qualified Project Period. 41. Burden and Benefit. The Issuer and the Owner hereby declare their understanding and intent that the burden of the covenants set forth herein touch and concern the Land in that the Owner's legal interest in the Land and the Project is rendered less valuable thereby. The Issuer and the Owner hereby further declare their understanding and intent that the benefit of such covenants touch and concern the Land by enhancing and increasing the enjoyment and use of the Land and the Project by Lower -Income Tenants, the intended beneficiaries of such covenants, reservations and restrictions, and by furthering the public purposes for which the Bonds were issued. The Owner hereby expressly acknowledges that this 99 Agreement is necessary to accomplishment of the Issuer's public purpose of the issuance of the Bonds and the making of the Grant, and covenants and agrees that in connection with the construction, ownership and operation of the Project, it shall and shall require any subsequent purchaser of the Project to fully comply with all teens and conditions of this Agreement. 42. Application of Insurance and Condemnation Proceeds. If during the Qualified Project Period the Project is damaged or destroyed or if all or a portion thereof is taken through eminent domain proceedings, or under threat thereof, proceeds from insurance on the Project or any condemnation awards pertaining to such eminent domain proceedings shall be applied solely to the repair, reconstruction or replacement of the Project, except that any excess proceeds available after the Project has been restored may be utilized by the Owner for other purposes. 43. Remedies; Enforceability. The benefits of this Agreement shall inure to, and may be enforced by, the Issuer and its successors, and the Lower -Income Tenants and their successors who shall reside or be eligible to reside in the units set aside for their occupancy pursuant to Section 3 of this Agreement. If a material violation of any of the provisions hereof occurs, such parties may institute and prosecute any proceeding at law or in equity to abate, prevent or enjoin any such violation or attempted violation; and to compel specific performance hereunder, it being recognized that the beneficiaries of the Owner's obligations hereunder cannot be adequately compensated by monetary damages in the event of the Owner's default. In addition to such other remedies as may be provided for herein, if a violation of any of the provisions hereof occurs, and is caused by Manager's act or omission within Manager's control and authority, the Issuer shall have the right (but not the obligation) and is specifically authorized by the Owner hereunder (but only in the event the default is caused by the Manager's act or omission and only after the Manager is given 30 days' prior notice and right to cure), to appoint a new Manager to operate the Project in accordance with this Agreement and take all actions reasonably necessary, in the reasonable judgment of the Issuer, to cure any default by the Owner hereunder, and such new Manager assuming such management hereunder shall be paid by or on behalf of the Owner, from the rents, revenues, profits and income from the Project, a management fee not to exceed the prevailing management fee paid to managers of similar housing projects in the County. No delay in enforcing the provisions hereof as to any breach or violation shall impair, damage or waive the right of any party entitled to enforce the provisions hereof or to obtain relief against or recover for the continuation or repetition of such breach or violation or any similar breach or violation hereof at any later time or times. The remedies of Lower -Income Tenants shall be limited to specific performance. 44. Filing. Upon execution and delivery by the parties hereto, the Owner shall cause this Agreement and all amendments and supplements hereto to be recorded and filed in the official public records of the County, and in such manner and in such other places as the Issuer may reasonably request, and shall pay all fees and charges incurred in connection therewith. If the Owner has failed to make any such filing, the Issuer may cause such document(s) to be filed. 45. Governing Law. This Agreement shall be governed by the laws of the State. 46. Assignment. The Owner shall not assign its interest hereunder, except by writing and in connection with an assignment of the Project in accordance with the provisions of Section 9 hereof. 100 47. Amendments. This Agreement shall not be amended, revised, or terminated except by a written instrument, executed by the parties hereto (or their successors in title), and duly recorded in the official public records for the County. 48. Notice. Any notice required to be given hereunder shall be given by certified or registered mail, postage prepaid, return receipt requested, to the Issuer and the Owner at their respective addresses set forth in the first paragraph hereof, or at such other addresses as may be specified in writing by the parties hereto. Notice shall be deemed given on the third business day after the date of mailing. 49. Severability. If any provision hereof shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions hereof shall not in any way be affected or impaired thereby. 50. Multiple Counterparts. This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument, and each of which shall be deemed to be an original. [Remainder of page intentionally left blank] 101 IN WITNESS WHEREOF, the Issuer and the Owner have executed this Agreement by duly authorized representatives, all as of the closing date. (SEAL) ATTEST: By: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY By: Clerk of the Board Approved for form and legal sufficiency: By: Special Counsel ST JOHN PLAZA APARTMENTS, LLC, a Florida limited liability company By: MM St John Plaza, LLC, a Florida limited liability company, its Manager By: Biscayne Housing Group, LLC, a Florida limited liability company, its managing member By: Name: Title: By: Name: Title: Date Executed: 102 JOINDER The undersigned join in the execution of this Restrictive Covenant Agreement subject to their fee simple interest in the Property to the terms of this Restrictive Covenant Agreement. ST JOHN COMMUNITY DEVELOPMENT CORPORATION, INC., a non-profit Florida corporation By: Name: Title: 103 STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) I, , a Notary Public in and for the said County in the State aforesaid, do hereby certify that and known to me to be the same persons whose names are subscribed to the foregoing instrument as and , respectively, of the Southeast Overtown/Park West Community Redevelopment Agency, appeared before me this day in person and acknowledged that they, being thereunto duly authorized, signed, sealed with the seal of said Agency, and delivered the said instrument as the free and voluntary act of said Agency and as their own free and voluntary act, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of , 2013 NOTARY PUBLIC, STATE OF FLORIDA (SEAL) Personally known to me, or Produced identification: (Type of Identification Produced 104 STATE OF FLORIDA )SS: COUNTY OF MIAMI-DADE I, , a Notary Public in and for the said County in the State aforesaid, do hereby certify that , known to me to be the of , the manager of Biscayne Housing Group, LLC, as managing member of MM St John Plaza, LLC, a Florida limited liability company, as manager of St. John Plaza Apartments, LLC, a Florida limited liability company (the "Owner"), appeared before me this day in person and acknowledged that [s]he, being thereunto duly authorized, signed and delivered the said instrument as the free and voluntary act of said limited liability companies, and the Owner and as his or her own free and voluntary acts, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of , 2013. NOTARY PUBLIC, STATE OF FLORIDA (SEAL) Personally known to me, or Produced identification: (Type of Identification Produced) 105 STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) I, , a Notary Public in and for the said County in the State aforesaid, do hereby certify that , known to me to be the of , the manager of Biscayne Housing Group, LLC, as managing member of MM St John Plaza, LLC, a Florida limited liability company, as manager of St. John Plaza Apartments, LLC, a Florida limited liability company (the "Owner"), appeared before me this day in person and acknowledged that [s]he, being thereunto duly authorized, signed and delivered the said instrument as the free and voluntary act of said limited liability companies, and the Owner and as his or her own free and voluntary acts, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of , 2013. NOTARY PUBLIC, STATE OF FLORIDA (SEAL) Personally known to me, or Produced identification: (Type of Identification Produced) 106 STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) a Notary Public in and for the said County in the State aforesaid, do hereby certify that , known to me to be the of St John Community Development Corporation, Inc., appeared before me this day in person and acknowledged that [s]he, being thereunto duly authorized, signed and delivered the said instrument as the free and voluntary act of said corporation, said limited liability company, and the and as his or her own free and voluntary acts, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of , 2013. NOTARY PUBLIC, STATE OF FLORIDA (SEAL) Personally known to me, or Produced identification: (Type of Identification Produced) STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) I, , a Notary Public in and for the said County in the State aforesaid, do hereby certify that , known to me to be the of St John Institutional Missionary Baptist Church, appeared before me this day in person and acknowledged that [s]he, being thereunto duly authorized, signed and delivered the said instrument as the free and voluntary act of said corporation, said limited liability company, and the and as his or her own free and voluntary acts, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of , 2013. NOTARY PUBLIC, STATE OF FLORIDA (SEAL) Personally known to me, or Produced identification: (Type of Identification Produced) 107 EXHIBIT A LEGAL DESCRIPTION OF REAL ESTATE PARCEL 1: (Official Records Book 13210, Page 176) Beginning at the Southwest Comer of Block of Parry's Resubdivision of Lots 3 to 12 of Jape's or Sost's Addition to the City of Miami, Then North 58.6 feet, East 70 feet, South 58.6 feet, West 70 feet to the point of beginning, according to the plat of said subdivision recorded in Plat Book "8", Page 163 of the Public Records of Dade County, Florida. PARCEL 2: (Official Records Book 11615, Page 2245) Lots 3 through 16, and the North 57.66 feet of Lots 17, 18 and 19, Block 1, of PARRY'S DIVISION of Lots 3.4, 5, 6, 7, 8, 9, 10, 11 and 12 of Block 1 in JAPES ADDITION TO THE CITY OF MIAMI according to the Plat as recorded in Plat Book B at Page 163 of the Public Records of Dade County, Florida, less the following described parcel: Begin at the Northeast comer of said Lot 19; thence run South 00" 16'1 0" East along the East line of said Lot 19 for 25.66 feet; thence run North 61 "43'25" West, for 18.82 feet to the point of curvature of a circular curve to the left having a radius of 1802.87 feet; thence run Northwesterly along the arc of said curve3 through a central angle of 01 "08'29" for an arc distance of 35.91 feet; thence run North 89°56'40" East along the North line of said Lots 18 and 19 for 48.25 feet to the Point of Beginning. PARCEL 3: (Official Records Book 21506, Page 2004) Parts of Lots 20 thru 22, BEGINNING 41.87 feet South of the northwest comer of Lot 20; thence South 52.07 feet, thence East 79.74 feet, thence North 8.90 feet, thence northwest 90.6 feet to the Point of Beginning; AND all of Lots 23 thru 26 and the East 50 feet of Lots 29 thru 38 and all of Lots 39 thru 48, Block 1 of PARRY'S RESUBDIVISION OF SOST'S SUBDIVISION as recorded in Plat Book B, Page 163, of the Public Records of Dade County, Florida. PARCEL 4: (Official Records Book 24092, Page 3290) Lots 26, 27 and 28 PARRY'S RESUB according to Plat Book B, Page 163 of the Public Records of Miami -Dade County, Florida. A-1 EXHIBIT B FORM OF CERTIFICATION OF CONTINUING PROGRAM COMPLIANCE Witnesseth that on this day of 20 the undersigned (the "Owner"), having borrowed certain funds from , which in turn borrowed certain funds from , which in turn obtained such funds through a grant from Southeast Overtown/Park West Community Redevelopment Agency for the purpose of acquiring or constructing Apartments, does hereby certify that such multi -family rental housing project is in continuing compliance with the Restrictive Covenant Agreement executed by the undersigned and filed in the official public records of Miami -Dade County, Florida (including the requirement that all units be and remain rental units), that an Income Certification has been obtained for each new tenant in such multi -family rental housing project and that the same are true and correct to the best of the undersigned's knowledge and belief. At all times during the previous year, 100% of the residential units were occupied (or deemed occupied) by Lower -Income Tenants and at all times during the previous year. No default has occurred under the Restrictive Covenant Agreement, or, if a default has occurred, the nature of the default and the steps, if any, Owner has taken or proposes to take to correct such default are outlined on the Schedule attached hereto. As of the date of this Certificate, the following percentages of completed residential units in the Project are occupied by Lower -Income Tenants or vacant: Total number of units available for occupancy as of , 20_ Percentage Number Lower -Income Tenants Vacant Units B-1 Total Number of 1-Bedroom Number of Occupied Units % of 1-Bedroom Units Units by Lower -Income Tenants Occupied by Lower -Income Tenants (A) (B) (B/A) Total Number of 2-Bedroom Number of Occupied Units % of 2-Bedroom Units Units by Lower -Income Tenants Occupied by Lower -Income Tenants (A) (B) (B/A) Total Number of 3-Bedroom Number of Occupied Units % of 3-Bedroom Units Units by Lower -Income Tenants Occupied by Lower -Income Tenants (A) (B) (B/A) Authorized Representative for B-2 EXHIBIT C FORM OF CERTIFICATE CONCERNING COMMENCEMENT AND TERMINATION OF QUALIFIED PROJECT PERIOD THIS CERTIFICATE is being executed pursuant to the provisions of the Restrictive Covenant Agreement, dated as of 1, 201_, (the "Agreement), between Southeast Overtown/Park West Community Redevelopment Agency (the "Issuer"), and , a Florida limited partnership (the "Owner") in connection with the financing of St John Apartments (the "Project") in the County located on real property described on Exhibit "A" hereto, through the issuance of the Issuer's [$_,000,000] Tax Increment Revenue Bonds, Series 201_[-] (the "Bonds"). The period for which the restrictions set forth in the Agreement are applicable to the Project is referred to as the "Qualified Project Period" and is defined in the Agreement as follows: "Qualified Project Period" means the 30-year period beginning on the first day of the calendar year following the year in which the Project is placed in service. To evidence the Qualified Project Period with respect to the Project, the Owner certifies that of the calendar year in which the Project is placed in service was Prior to the recording of this Certificate in the official records of the County, the Owner has supplied the Issuer with documentation to establish the facts relating to the Project set forth in this Certificate, which documentation has been found satisfactory to all parties. Nothing in this Certificate is intended to modify the requirement of the Agreement that all units in the Project be rented as residential rental property or any other provision of the Agreement. B-3 IN WITNESS WHEREOF, the Owner has caused this Certificate to be executed by its duly authorized representative as of this day of , 20_. ST JOHN PLAZA APARTMENTS, LLC, a Florida limited liability company By: MM St John Plaza, LLC, a Florida limited liability company, its Manager By: Biscayne Housing Group, LLC, a Florida limited liability company, its managing member By: Name: Title: By: Name: Title: STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) I, , a Notary Public in and for the said County in the State aforesaid, do hereby certify that , known to me to be the of , the manager of Biscayne Housing Group, LLC, as managing member of MM St John Plaza, LLC, a Florida limited liability company, as manager of St. John Plaza Apartments, LLC, a Florida limited liability company (the "Owner"), appeared before me this day in person and acknowledged that [s]he, being thereunto duly authorized, signed and delivered the said instrument as the free and voluntary act of said limited liability companies, and the Owner and as his or her own free and voluntary acts, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of , 20_. NOTARY PUBLIC, STATE OF FLORIDA (SEAL) Personally known to me, or Produced identification: (Type of Identification Produced) 4 STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) I, , a Notary Public in and for the said County in the State aforesaid, do hereby certify that , known to me to be the of , the manager of Biscayne Housing Group, LLC, as managing member of MM St John Plaza, LLC, a Florida limited liability company, as manager of St. John Plaza Apartments, LLC, a Florida limited liability company (the "Owner"), appeared before me this day in person and acknowledged that [s]he, being thereunto duly authorized, signed and delivered the said instrument as the free and voluntary act of said limited liability companies, and the Owner and as his or her own free and voluntary acts, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal this day of , 20_. NOTARY PUBLIC, STATE OF FLORIDA (SEAL) Personally known to me, or Produced identification: (Type of Identification Produced) 5 EXHIBIT A to Certificate Concerning Commencement and Termination of Qualified Project Period REAL PROPERTY DESCRIPTION PARCEL 1: (Official Records Book 13210, Page 176) Beginning at the Southwest Comer of Block of Parry's Resubdivision of Lots 3 to 12 of Jape's or Sost's Addition to the City of Miami, Then North 58.6 feet, East 70 feet, South 58.6 feet, West 70 feet to the point of beginning, according to the plat of said subdivision recorded in Plat Book "8", Page 163 of the Public Records of Dade County, Florida. PARCEL 2: (Official Records Book 11615, Page 2245) Lots 3 through 16, and the North 57.66 feet of Lots 17, 18 and 19, Block 1, of PARRY'S DIVISION of Lots 3.4, 5, 6, 7, 8, 9, 10, 11 and 12 of Block 1 in JAPES ADDITION TO THE CITY OF MJAMI according to the Plat as recorded in Plat Book B at Page 163 of the Public Records of Dade County, Florida, less the following described parcel: Begin at the Northeast comer of said Lot 19; thence run South 00" 16'1 0" East along the East Iine of said Lot 19 for 25.66 feet; thence run North 61 "43'25" West, for 18.82 feet to the point of curvature of a circular curve to the left having a radius of 1802.87 feet; thence run Northwesterly along the arc of said curve3 through a central angle of 01 "08'29" for an arc distance of 35.91 feet; thence run North 89°56'40" East along the North line of said Lots 18 and 19 for 48.25 feet to the Point of Beginning. PARCEL 3: (Official Records Book 21506, Page 2004) Parts of Lots 20 thru 22, BEGINNING 41.87 feet South of the northwest comer of Lot 20; thence South 52.07 feet, thence East 79.74 feet, thence North 8.90 feet, thence northwest 90.6 feet to the Point of Beginning; AND all of Lots 23 thru 26 and the East 50 feet of Lots 29 thru 38 and all of Lots 39 thru 48, Block 1 of PARRY'S RESUBDIVISION OF SOST'S SUBDIVISION as recorded in Plat Book B, Page 163, of the Public Records of Dade County, Florida. PARCEL 4: (Official Records Book 24092, Page 3290) Lots 26, 27 and 28 PARRY'S RESUB according to Plat Book B, Page 163 of the Public Records of Miami -Dade County, Florida. 6 RE: [Address] Unit # EXHIBIT D CERTIFICATION OF TENANT ELIGIBILITY Apartments The undersigned hereby (certify) (certifies) that: 1. This Income Certification is being delivered in connection with the undersigned's application for occupancy of apartment # [ ] Apartments in Miami -Dade County, Florida. 2. List all occupants of the apartment, the relationship (if any) of the various occupants, their ages, and the total anticipated income as acceptable to the Southeast Overtown/Park West Community Redevelopment Agency for each person listed below during the 12-month period commencing with the date occupancy will begin. Name (a) (b) (c) (d) (e) (f) Annual Relationship AAge, Income DEFINITION OF INCOME: Full amount, before payroll deductions, of wages, salaries, overtime, commissions, fees, tips and bonuses; net income from operation of a business or profession; interest and dividends and other net income from real or personal property; periodic payments from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic payments; payments in lieu of earnings, such as unemployment and disability compensation, worker's compensation and severance pay; public assistance income, where payments include amount specifically designated for shelter and utilities; periodic and determinable allowances such as alimony and child support, and regular contributions or gifts from persons not residing in the dwelling; all regular and special pay and allowances of members of the Armed Forces (whether or not living in the dwelling) who are the head of the family or spouse; but excluding: casual, sporadic or irregular gifts; amounts which are specifically for reimbursement of medical expenses; lump sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and worker's compensation), capital gains and settlement for personal or property losses; amounts of educational scholarships paid directly to the student or the educational institution, and amounts paid by the government to a veteran for use in meeting costs of tuition, fees, books and equipment, but in either case only to the extent used for such purposes; special pay to a servicemen head of family who is away from home and exposed to hostile fire; relocation payments under Title II of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; foster child care payments; the value of coupon allotments for the purposes of food pursuant to the Food Stamp Act of 1964 which is in excess of the amount actually charged for the allotments; payments received pursuant to participation in 7 ACTION volunteer programs; and income from the employment of children (including foster children) under the age of eighteen (18) years. 3. If any of the occupants listed in Section 2 has any savings, bonds, or equity in real property, or other forms of capital investment (but do not include necessary items such as furniture or automobiles) * enter the following amounts: Include the value over and above actual consideration received, except in foreclosure or bankruptcy, of any asset disposed of for less than fair market value within two (2) years of the date of this Income Certification. (a) The total value of all such assets owned by all persons: $ (b) A percentage of the value of such assets based on the current passbook savings rate, as determined by HUD (applicable passbook savings rate %): $ . ** If assets do not exceed $5,000 and resident is not a Lower income Residence, do not impute assets. (c) The amount of income expected to be derived from such assets in the 12 month period commencing with the occupancy of the unit: $ 4. RESIDENT'S STATEMENT: The information on this form is to be used to determine maximum income for eligibility. I/We have provided, for each person set forth in Section 2, either (a) an Employer's Verification of current anticipated annual income, if the occupant is currently employed, or (b) if the occupant is currently unemployed, such other evidence of current anticipated income as is consistent with income determinations under Section 8 of the United States Housing Act of 1937, as amended, or (c) copies of the occupants most recent Federal Income Tax Return, if a return was filed for the most recent year. I/We certify that the statements above are true and complete to the best of my/our knowledge and belief on the date hereof and are given under penalty of perjury. Name (a) (b) (c) (d) (e) (0} Date 5. OWNER/DEVELOPER STATEMENT: The family or individual(s) named in Section 2 of the Income Certification attached hereto is/are eligible under the provisions of the Restrictive Covenant Agreement to live in a unit in the Project, as defined in the Loan 8 Agreement, between the undersigned and the [ ], and based upon the aggregate anticipated annual income set forth in Section 2 and, if applicable, the greater of the amounts in Section 3 (b), or (c), which in the aggregate will be $ , constitutes (check one): a. A Lower- Income Tenant (maximum income $ based on a family size of $ ); or b. An Eligible Person other than a Lower -Income Tenant (maximum income $ ). Date: , 20_ 9 EXHIBIT G GUARANTY OF COMPLETION THIS GUARANTY OF COMPLETION (the "Guaranty") is executed and delivered, jointly and severally, as of the day of , 2013 by Michael Cox, an individual, and Gonzalo Deramon, an individual (each a "Guarantor", and collectively, the "Guarantors") in favor of SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "CRA"). WITNES SETH: A. St John Plaza Apartments, LLC, a Florida limited liability company (the "Developer") has requested that the CRA make a grant to (the "Non -Profit") in the amount of Ten Million and No/100 Dollars ($10,000,000.00) (the "Grant") pursuant to the terms and conditions of that Development Agreement dated as of , 2013, by and between Developer and the CRA as same may be amended from time to time, (the "Development Agreement") which Grant shall be loaned by the Non -Profit to the Developer in accordance with the terms of the Development Agreement and the Non -Profit Loan Documents. All terms not otherwise defined herein shall have the meanings set forth in the Development Agreement. B. Guarantors will benefit from the Grant and the transaction contemplated by the Development Agreement. C. The CRA would not make the Grant and enter into the Development Agreement with Developer unless Guarantors agreed to unconditionally guaranty completion of the Project in accordance with the Plans. NOW, THEREFORE, in consideration of the CRA's making the Grant and executing the Development Agreement, which it is acknowledged and agreed that CRA is doing in full reliance hereon, and as an inducement to CRA to do so and to make advances pursuant thereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Guarantor hereby irrevocably covenants, warrants and agrees as follows: 1. That notwithstanding any provision in the Development Agreement, the Funding Agreement, the Non -Profit Loan Documents or in any other agreement or document executed in connection therewith, each Guarantor hereby unconditionally and irrevocably guarantees to CRA the following: a. One hundred percent (100%) lien free completion of the Project in accordance with the Development Agreement, the Non -Profit Loan Documents and the Funding Agreement and substantially in accordance with the Plans, as evidenced by (i) the issuance of a final 10 certificate of occupancy and use (or the equivalent) by the proper governmental authority as to the Project to be constructed on the Property; (ii) the delivery by the design/supervising architect of a certificate of completion of the Project substantially in accordance with the Plans approved by CRA; (iii) the issuance by CRA and CRA's supervising architect/engineer of certificates of completion of the Project (completion of the Project shall include, but not be limited to completion of grading, landscaping, all necessary and appropriate utilities, streets, sidewalks, drainage and all on -site and off -site improvements as reflected on the Plans); and (iv) the delivery to CRA of a final as -built survey for the completed Project; and b. Full and punctual payment and discharge of all costs and expenses, in excess of the Grant amount, of any nature relating to the construction and the completion of the Project as the same become due and payable, and payment and discharge of all claims and demands for labor and/or materials used in the construction and the completion of the Improvements substantially in accordance with the Plans which are or, if unpaid, may become liens, claims or encumbrances on the Project. 2. Without limiting the generality of the preceding paragraph 1, each Guarantor hereby agrees: a. To perform, complete and pay for the construction required by the Development Agreement and Funding Agreement within the time period allotted therefor and to pay all costs and expenses of said construction and completion of the Project and all costs associated therewith, including any sum in excess of the Grant amount, and each Guarantor hereby indemnifies and agrees to save harmless CRA from all costs and expenses which CRA suffers as a result of the Project not being completed and paid for in the manner required and within the time period allotted therefor as set forth in the Development Agreement and the Funding Agreement. b. To indemnify and save CRA harmless from any and all costs, expenses and losses it may incur in connection with the Project (arising from any default by Developer under the Development Agreement or the Funding Agreement including, but not limited to losses, costs or expenses resulting from changes, alterations, modifications or deviations from the Plans previously approved by CRA; but excluding any costs, expenses and losses that may occur in connection with the Project as a result of the gross negligence or intentional misconduct of CRA, and to pay any and all such amounts to CRA within fifteen (15) days of written demand, which demand CRA may make upon any Guarantor without first having made demand upon Developer or any other party and without having exhausted any other remedy against Developer or any other party. c. In the event any mechanic's or materialman's liens should be filed, or should attach, with respect to the Property, to cause the removal of such liens or the posting of security against the consequences of their possible foreclosure within thirty (30) days of the filing of such liens; d. To pay the costs and fees of all architects and engineers employed by Developer in connection with the Project; 11 e. To pay within fifteen (15) days of written demand all of CRA's costs and expenses, including reasonable attorneys' fees and costs, incurred in the enforcement of this Guaranty. f. That it may be impossible to accurately measure the damages to CRA resulting from a breach of Guarantors' covenant to complete or to cause the completion of the construction and equipping of the Project, and that such a breach will cause irreparable injury to CRA, and that CRA may not have an adequate remedy at law in respect of such breach and, as a consequence, each Guarantor agrees that such covenant shall be specifically enforceable against it and each Guarantor hereby waives and agrees not to assert any defense against an action for specific performance of such covenant other than the defense that completion has been achieved with respect to the Project. The preceding sentence shall not prejudice CRA's rights to assert any and all claims for damages incurred as a result of Guarantors' default hereunder (beyond any applicable notice and cure periods), and CRA may, hold any Guarantor liable for all losses and damages sustained and expenses incurred by reason of the Developer or any Guarantor failing to construct, complete and equip the Project in accordance with the Plans, the Development Agreement and the Funding Agreement, including, without limitation, the cost of such completion and the payment of real estate taxes and insurance. 3. Each Guarantor hereby acknowledges and consents to the Plans, the disbursement schedule and the other terms and conditions of the Development Agreement and related documents governing the construction of the Project. 4. Each Guarantor hereby waives any and all requirements that CRA institute any action or proceeding, at law or in equity, against the Developer or against any other party or parties with respect to the Development Agreement, the Funding Agreement or any related document as a condition precedent to bringing any action against any Guarantor upon this Guaranty. All remedies afforded to CRA by reason of this Guaranty are separate and cumulative remedies and no one of such remedies, whether waived by CRA or not, shall be deemed to be an exclusion of any one of the other remedies available to CRA and shall not in any way limit or prejudice any other legal or equitable remedy which CRA may have. 5. Each Guarantor further agrees that Guarantors shall not be released from any obligations hereunder by reason of any amendment to or alteration of the terms and conditions of the Development Agreement, the Funding Agreement or of any related document, nor shall Guarantors' obligations hereunder be altered or impaired by any delay by CRA in enforcing the terms and obligations of the Development Agreement or the Funding Agreement by any waiver of any default by CRA under the Development Agreement, the Funding Agreement or any related document, it being the intention that each Guarantor shall remain fully liable hereunder, notwithstanding any such event. 6. No extension of the time of payment or performance of any obligation hereunder guaranteed, or the renewal thereof, nor delay in the enforcement thereof or of this Guaranty, or the taking, exchanging, surrender or release of other security therefor or the release or compromise of any liability of any party shall affect the liability of or in any manner release the Guarantors, and this Guaranty shall be a continuing one and remain in full force and effect until each and every obligation hereby guaranteed shall have been fully paid and performed. 12 7. That until the Project is fully erected, equipped and completed as aforesaid, and until each and all of the terms, covenants and conditions of this Guaranty are fully performed, Guarantors shall not be released by any act or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of any Guarantor, or by reason of any waiver, extension, modification, forbearance or delay by CRA and Guarantors hereby expressly waive and surrender any defense to Guarantors' liability hereunder based upon any of the foregoing acts, things, agreements or waivers. Guarantors shall be released from this Guaranty upon the earlier to occur of (i) completion of the Project, lien -free and otherwise in accordance with the requirements of the Development Agreement, the Funding Agreement and substantially in accordance with the Plans. 8. Except as otherwise set forth herein, CRA shall not be required to give any notice to any Guarantor hereunder in order to preserve or enforce CRA's rights hereunder (including, without limitation, notice of any default under or amendment to the Development Agreement or the Funding Agreement), any such notice being expressly waived by Guarantors. 9. Guarantors agree that Guarantors shall make no claim or set-off, defense, recoupment or counterclaim of any sort whatsoever, nor shall Guarantors seek to impair, limit or defeat in any way their obligations hereunder. Guarantors hereby waive any right to such a claim in limitation of their obligations hereunder. 10. This Guaranty is assignable by CRA and shall bind the heirs, devisees, personal representatives, successors and assigns of the parties hereto and shall inure to the benefit of any successor or assign of CRA. 11. This Guaranty shall, in all respects, be governed by and construed in accordance with the laws of the State of Florida, including all matters of construction, validity and performance. 12. In the event that any provision of this Guaranty is held to be void or unenforceable, all other provisions shall remain unaffected and be enforceable. 13. Except as otherwise set forth herein, each Guarantor hereby waives notice of acceptance of this Guaranty by CRA and of presentment, demand, protest, notice of protest and of dishonor, notice of default and all other notices relative to this Guaranty of every kind and description now or hereafter provided by any agreement between Developer and CRA or any statute or rule of law, except only any notices expressly required hereunder. 14. Any notice, demand or request by CRA to any Guarantor or from any Guarantor to CRA shall be in writing and shall be deemed to have been duly given or made if either delivered personally or if mailed by certified or registered mail, addressed to the address set forth below (or at the correct address of any assignee of CRA), except that mailed written notices shall not be deemed given or served until three days after the date of mailing thereof: a. If to CRA: SOUTHEAST OVERTOWN / PARK WEST COMMUNITY REDEVELOPMENT AGENCY 13 Attention: Clarence E. Woods, III, Executive Director 1490 NW Third Avenue Suite 105 Miami, FL 33136 Fax: 305-679-6836 b. If to Guarantors: and EACH GUARANTOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHTS EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THE NOTE, THIS GUARANTY AND ANY DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OR ACTION OF ANY GUARANTOR, DEVELOPER OR CRA. [Signature Pages to Follow] 14 IN WITNESS WHEREOF, Guarantors have executed this Guaranty as of the day and year first above written. WITNESSES: Print Name: Michael Cox, individually Print Name: Print Name: Gonzalo Deramon, individually Print Name: 15 STATE OF FLORIDA ) ): ss. COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 201_, by Gonzalo Deramon. He is personally known to me or has produced as identification. Notary Public Name of Notary Printed: My commission expires: (NOTARY SEAL) My commission number is: STATE OF FLORIDA ) ): ss. COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of , 201_, by Michael Cox. He is personally known to me or has produced as identification. My commission expires: My commission number is: Notary Public Name of Notary Printed: (NOTARY SEAL) 16 EXHIBIT H OWNERSHIP INTEREST St John Plaza Apartments, LLC .7 MM St John Plaza, LLC (.01 % membership interest) ir Biscayne Housing Group, LLC 51 % membership interest and managing member St. John Community Development Corporation, Inc. (99.99% membership interest) St John Community Development Corporation, Inc., or its wholly owned subsidiary, 49% membership interest 17 EXHIBIT I DEVELOPER CERTIFICATE The undersigned, acting on behalf of St John Plaza, LLC, a Florida limited liability company (the "Developer"), hereby certifies to the Southeast Overtown/Park West Community Redevelopment Agency (the "Issuer"), in connection with the issuance of the Issuer's $ Tax Increment Revenue Bonds, Series 2013[- ] (the `Bonds"), that: 1. The Developer and the Issuer have entered into a Development Agreement dated as of January 15, 2013 (the "Development Agreement") and will be entering into a Restrictive Covenant Agreement (the "Restrictive Covenant Agreement") pursuant to the Development Agreement. The Developer reasonably expects that it will make no payments to the Issuer or any related party to the Issuer, under the Development Agreement or the Restrictive Covenant Agreement. The Developer specifically represents that it reasonably expects that it will achieve Completion within 90 days of the Completion Date, as contemplated by Section 3.7.1 of the Development Agreement, and will not make payments to the Issuer under that Section 3.7.1 of the Development Agreement, that it will comply with the Subcontractor Participation Requirements set forth in the Development Agreement, and will therefore not make payments to the Issuer under Section 6.3.1 of the Development Agreement, that it will meet the Laborer Participation Requirements set forth in the Development Agreement, and will not make payments to the Issuer under Section 6.3.2 of the Development Agreement, and that it will comply with the reporting requirements set forth in Section 4 of the Restrictive Covenant Agreement, and will therefore not make payments to the Issuer under Section 4 of the Restrictive Covenant Agreement and that it will comply with its obligations under Section 3 of the Restrictive Covenant Agreement and will therefore not make payments to the Issuer under Section 3 of the Restrictive Covenant Agreement. The Developer acknowledges that property financed with proceeds of the Bonds will be treated as owned, or used for the private business use of, the Developer (the "Bond -Financed Property"). The Developer reasonably expects that it will make no payments to the Issuer, or any related party to the Issuer with respect to any Bond -Financed Property, directly or indirectly, except for payment of property taxes of general application or the payment in lieu of property taxes required by Section 18 of the Development Agreement. 2. The Developer understands and agreements that the representations set forth above are being relied on by the Issuer in complying with the federal income tax requirements that apply to the Bonds and in executing and delivering the Issuer's Tax Certificate relating to the Bonds and by Bond Counsel in rendering its opinion regarding the exclusion of the interest on the Bonds from gross income for federal income tax purposes. Dated: [Date of Issuance] 18 ST JOHN PLAZA APARTMENTS, LLC, a Florida limited liability company #11340306_v14 By: MM St John Plaza, LLC, a Florida limited liability company, its Manager By: Biscayne Housing Group, LLC, a Florida limited liability company, its managing member By: Name: Title: By: Name: Title: 19 #11340306_v13