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AGREEMENT INFORMATION AGREEMENT NUMBER 25340 NAME/TYPE OF AGREEMENT KUSH PROPERTY, LLC DESCRIPTION FORGIVABLE LOAN AGREEMENT/RENOVATION OF TEN APARTMENT UNITS 2003 N. MIAMI AVENUE, MIAMI, FLORIDA 33127/FI LE ID: 16406/CRA-R-24-0046/MATTER ID: 24-2085 EFFECTIVE DATE December 18, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 12/18/2024 DATE RECEIVED FROM ISSUING DEPT. 12/18/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL a534o FORGIVABLE LOAN AGREEMENT FOR THE RENOVATION OF TEN (10) APARTMENT UNITS 2003 N MIAMI AVENUE, MIAMI, FLORIDA This Forgivable Loan Agreement (this "Forgivable Loan Agreement" "Loan Agreement" or this "Agreement") dated as of the le day of D c t {' , 2024, is by and between the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal office located at 1401 N. Miami Avenue, Miami, Florida 33136 (hereinafter the "CRA" or "Lender") and KUSH PROPERTY LLC, a Florida Limited Liability Company, whose principal address is c/o Joe Jackson, 4621 Ponce de Leon Boulevard, Coral Gables, Florida 33146-2185 (hereinafter the "Property Owner " or "Borrower") for the renovation of ten (10) residential apartment units located at 2003 North Avenue Miami, Florida 33127. FUNDING SOURCE: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AREA FUNDING AMOUNT: $3,100,000.00 for rehabilitation (the "Construction CRA Loan" or "Construction Loan" or "CRA Loan) RESOLUTION: CRA-R-24-0046 PROJECT NAME: KUSH KORNER PROJECT TYPE: Rehabilitation of Rental Studio Units PROPERTY OWNER: Kush Property LLC, a Florida limited Liability Company TERM OF THE AGREEMENT: See Section 1.1 AFFORDABILITY PERIOD: Thirty (30) years commencing on the Close -Out of the Project. CRA ASSISTED UNITS: All of the ten (10) units shall be CRA Assisted Units. PROPERTY ADDRESS: 2003 North Avenue Miami, Florida 33127 Page 1 of 29 EXHIBITS ATTACHED: Exhibit "A" Legal Description Exhibit `B" Scope of Work and Project Schedule Exhibit "C" Budget Exhibit "D" Corporate Resolution Exhibit "E" Affirmative Marketing Procedures and Responsibilities Exhibit "F" Form of Mortgage and Note Exhibit "G" Form of Covenant Exhibit "H" Form of Rent Regulatory Agreement Exhibit "I" Signage Requirements Exhibit "J" Additional Insurance Requirements Exhibit "K" Anti -Human Trafficking Affidavit Exhibit "L" Beneficial Interest and Disclosure of Ownership Affidavit Exhibit "M" Conflict of Interest Disclosure Affidavit Exhibit "N" Certification Regarding Lobbying Exhibit "0" Certification Regarding Debarment, Suspension & Other Responsibility Matters Exhibit "P" Public Entity Crime Affidavit Schedule A Senior Financing/ Current Mortgage Schedule B Existing Tenant List and Rent Roll RECITALS WHEREAS, the Property Owner is the owner of the real property legally described in Exhibit "A" ("Property"). The Property Owner has operated "Kush" a local institution within the boundaries of the Redevelopment Area for over a decade and is renovating an existing mixed -use property located at 2003 North Avenue Miami, Florida 33127, that will provide quality rental housing units for Low -Income individuals in the area; and WHEREAS, on June 25, 2024, the Board of Directors of the CRA ("Board") through resolution CRA-R-24-0046 approved funding for the Project through Kush Property, LLC in the amount of Three Million One Hundred Thousand Dollars ($3,100,000.00) for the Project's hard and soft construction costs (the "Construction CRA Funds"); and WHEREAS, this Agreement relates to the CRA's funding of the Project to ensure that the Project remains Affordable to Low Income Households; and WHEREAS, the grant funding for the Project will not be disbursed until verification of the total project funding structure is complete; and WHEREAS, the CRA and the Property Owner intend and agree that the CRA Funds be subject to the terms and conditions of this Agreement wherein the property will remain Affordable, as defined below, for a period of thirty (30) years. NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: Page 2 of 29 ARTICLE I DEFINITIONS The CRA, and the Property Owner hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: 1.1 Affordability Period: 1.2 Affordable: 1.3 Close -Out of the Project: 1.4 Contract Records: 1.5 Effective Date: 1.6 Intentionally Omitted 1.7 HUD: 1.8 CRA Assisted Units, Or Assisted Units: The Affordability Period for this Project will be thirty (30) years, commencing on the Close -Out of the Project. A unit that satisfies the rent requirements set forth in the Rent Regulatory Agreement, as set forth in Exhibit "H." The date on which all renovations in the Scope of Work (set forth on Exhibit "B") have been completed (as evidenced by the issuance of a certificate of occupancy, certificate of completion or similar certificate, as is applicable, from the applicable governmental authority). Any and all books, records, documents, information, data, papers, letters, materials, electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which is or was produced, developed, maintained, completed, received or compiled by or at the direction of the Property Owner or any Project contractor or subcontractor relating to the use of the CRA Funds in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, financial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. The date on which this Agreement has been signed by all parties to this Agreement including the CRA Executive Director and attested to by the CRA Clerk and by Property Owner. The U.S. Department of Housing and Urban Development. The Project will consist of the total rehabilitation of ten (10) studio units. Subject to Existing Tenants, all of the Assisted Units will be maintained as affordable to Low - Income Households for a period of thirty (30) years during the Affordability Period. The Project must at all times (during the Affordability Period and subject to Page 3 of 29 1.9 CRA Loan Documents, or Loan Documents: 1.10 CRA Funds, or, the Loan: 1.11 Program: 1.12 Legal Requirements: 1.13a Low -Income Household: 1.13b 1.13c 1.14 Intentionally Omitted Intentionally Omitted Existing Tenant 1.15 Project: Existing Tenants) maintain the following unit mix structure: eight (8) studio Assisted Units must be rented at or below 80% area median income per HUD guidelines ("AMP'), and two (2) studio Assisted Units are to be rented at or below 100% AMI. The payable rents are subject to annual adjustment as provided in and by the Covenant and the Rent Regulatory Agreement, as applicable. Further restrictions apply to the CRA Assisted Units as provided in this Agreement, the Covenant, the other CRA Loan Documents and the Legal Requirements, as applicable. This Agreement and all other documents that may now or hereafter evidence or secure the CRA Funds together with other documents executed in connection therewith or presented by the Property Owner to the CRA in connection therewith or herewith, including but not limited to Exhibits F, G, and H as well as all amendments, extensions and renewals to any of the foregoing. The loan in the amount of $3,100,000.00. As described in Article IV of this Agreement. All federal, state and local laws, regulations and requirements relating or pertaining to the Acquisition CRA Loan and/or the Project, and any requirements imposed by the CRA (which are consistent with the terms of this Agreement and the other CRA Loan Documents). Annual income does not exceed 100 percent (100%) of the median income for the area, as determined by HUD, with adjustments and certain exceptions as provided in 24 CFR Part 92; however, the Project must, at all times (during the Affordability Period and subject to Existing Tenants), maintain the Unit Mix, as defined in the Covenant. Any Tenant with a current lease for domicile at the Property at the time of the acquisition of the Property by Property Owner as reflected on Schedule 1.14 attached hereto or KUSH WYNWOOD LLC, the tenant of the restaurant space. The Project will consist of a total rehabilitation of ten (10) units. The Project will at all times (during the Page 4 of 29 1.16 Property: 1.17 Superior Loans: 1.18 Term: 1.19 The Covenant: Affordability Period and subject to Existing Tenants) maintain the Unit -Mix, as set forth in the Covenant. The Buildings on the Property shall be renovated in accordance with the Project Schedule/Scope of Work and the plans and specifications (attached hereto and incorporated herein as Exhibit `B"), that will provide affordable housing opportunities in accordance with income guidelines as outlined in this agreement and all attachments. The real property located at, 2003 North Avenue Miami, Florida 33127 in the County of Miami -Dade, State of Florida, on which, the Project is being rehabilitated, as legally described in Exhibit "A", attached hereto and incorporated herein. The loan(s) specified to be senior to the Loan as set forth in Schedule A, attached hereto and incorporated herein. The period commencing on the Effective Date of this Agreement and Loan Documents hereof and ending at the expiration of the Affordability Period, unless this Agreement is terminated sooner as provided for herein. A Declaration of Restrictive Covenants to be recorded in the Public Records of Miami -Dade County, Florida, of even date herewith to ensure that the Project -Assisted Units will qualify and remain Affordable during the Affordability Period. ARTICLE II CRA FUNDS Upon satisfaction of all conditions set forth herein, the CRA has disbursed or shall disburse the CRA Funds to the Property Owner for the purposes herein set forth. 2.1 Use of Construction CRA Funds. The Construction CRA Funds shall be used for the rehabilitation of the Property in accordance with the Scope of Work/Project Schedule attached hereto and incorporated herein as Exhibit `B" and the Budget attached hereto and incorporated herein as Exhibit "C". 2.2 Disbursement. The Construction CRA Funds shall be disbursed in accordance with the Budget attached hereto and incorporated herein as Exhibit "C" as a reimbursement or upon presentation, to the CRA, of invoices, which the CRA deem satisfactory and approves in its sole and absolute discretion. The CRA agrees to not unreasonably delay its approval. 2.3 Repayment of Construction CRA Funds. Subject to the terms of this Agreement providing for the forgiveness of the Construction CRA Loan upon the stated conditions being met, repayment by the Property Owner of principal, accrued interest if applicable, and other costs and charges (relating to the Construction CRA Loan) set forth in the CRA Loan Documents shall be deferred until the Close -Out of the Project. Upon the Close -Out of the Project, the CRA Loan will be repaid as follows: Page 5 of 29 A. The Construction CRA Loan shall bear zero percent (0%) during the term of the Project. Upon receipt of the first disbursement, the Construction CRA Loan will be converted to a forgivable loan that shall bear interest at the rate of zero percent (0%) per annum simple interest only, with the entire principal balance and any accrued and unpaid interest and other charges due at maturity. Notwithstanding anything in this Agreement or any of the other CRA Loan Documents to the contrary, the Construction CRA Loan shall be forgiven at the end of the Affordability Period. At the end of the Affordability Period, the CRA shall cancel all remaining indebtedness on the Construction CRA Loan, cancel the Promissory Note, as set forth in Exhibit F (the "Note"), for the Construction CRA Loan (and deliver, or cause to be delivered, the cancelled original Note to the Property Owner), and satisfy the Mortgage of even date herewith, as also set forth in Exhibit F ("Mortgage"), for the CRA Construction Loan, and prepare and record a satisfaction of the Mortgage in the Public Records of Miami -Dade County, Florida. The CRA may, at its sole discretion and in a signed writing executed by the parties hereto, forgive all remaining indebtedness and other sums due on the Loan, if any, and release all documents given as collateral security for no additional consideration at any time before maturity. B. Notwithstanding any provision herein to the contrary, the amount of the Construction CRA Funds disbursed hereunder, together with all interest accrued thereon, shall become due and payable upon the occurrence of an Event of Default as described in Article VII below and the continuance of such Event of Default beyond the applicable grace, notice and/or cure period, if any. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF CRA FUNDS. The CRA shall not be obligated to disburse the Construction CRA Funds unless and until the CRA has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the CRA identifying the CRA's insurable interest, the Property Owner's interest in the Property, together with copies of all instruments which appear as exceptions therein. The title commitment and policy shall be issued without exceptions, except for those exceptions permitted by the CRA, and shall include such affirmative coverage as the CRA shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the CRA and the title company and containing such certifications as the CRA and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances or are otherwise legal non -conforming. 3.1.4 CRA Program. Evidence of the Property Owner's satisfactory compliance with all of the applicable requirements of the CRA Assisted United. 3.1.5 Proof of Ownership. Page 6 of 29 (a) Evidence satisfactory to the CRA that Property Owner or any partner of such entity, is qualified and authorized to receive funds from and in accordance with the requirements provided in these documents. 3.1.6 Insurance Policies. The Property Owner agrees to provide the CRA and the City of Miami with certificates of insurance as set forth in Exhibit J. The Property Owner further agrees to furnish additional insurance requirements or certificates of insurance as required by the CRA and the City of Miami in connection with the Mortgage Document. All such insurance shall insure the CRA and the City, as an additional insured, with a loss payable clause in favor of the CRA. The Property Owner shall be required to obtain and furnish evidence of any other insurance coverage the CRA and the City may reasonably require during the Term of this Agreement, including, but not limited to that described on Exhibit "J" attached hereto and made a part hereof. All such policies shall provide the CRA and the City with mandatory written notice of cancellation or material change from the insurer not less than thirty (30) days prior to any such cancellation or material change, and all such policies shall be written by insurance companies satisfactory to the CRA and the City. Failure of the Property Owner to submit all required evidence of the specified insurance coverage, except for Comprehensive General Liability and umbrella liability coverage, three (3) calendar days prior to the closing shall delay the disbursement of the CRA Funds. Notwithstanding anything to the contrary contained herein, both Lender and Borrower acknowledge and agree that this Agreement is being executed with the understanding that all required insurance documents, as set forth in Exhibit J, which by this reference is incorporated into and made part of this Agreement, that are required by the City of Miami's Department of Risk Management ("Risk Management") must be submitted to and approved by Risk Management prior to the commencement of any and all construction related to this Agreement. 3.1.7 Operative Documents. This Agreement, the Covenant, the Mortgage, The Note and all other CRA Documents, duly and lawfully executed by the Property Owner, and in recordable form, where appropriate. 3.1.8 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 3.1.9 List of Subcontractors. A list of all of the Property Owner's subcontractors as of the date of execution of this Agreement, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Agreement. 3.1.10 Compliance with CRA Requirements. All other documents reasonably required by the CRA Program evidencing compliance with all requirements. 3.1.11 Training Certification Requirements. The Property Owner shall prepare a restaurant training program that will take place at least once a year. Each training program will have a minimum of ten (10) students. A training certificate may be provided to the students upon Page 7 of 29 completion. The purpose of the restaurant training program will be to support residents who currently work in the restaurant industry or want to start a career in the restaurant industry. and submit all training documentation, procedures and supporting documentation to the CRA, as applicable. 3.1.12 Evaluation of Project Costs. The evaluation of the Project's costs as prepared by an independent engineer/general contractor, that supports the total projected construction costs of the Project. The evaluation must be provided before the distribution of any CRA Funds. 3.1.13 Intentionally Omitted. 3.1.14 Historic Preservation Review. All applicable requirements of the State of Florida Historic Preservation Department shall have been met prior to the disbursement of any funds hereunder. 3.1.15 Environmental Report. The Property Owner shall submit all information requested by the CRA with respect to the Project including, but not limited to, Phase I and Phase II Environmental Assessment Reports, as applicable. 3.1.16 Audit Report. The Property Owner shall submit audit reports, as are required herein, to the CRA. 3.1.17 Personnel Policies and Administrative Procedure Manuals. The Property Owner shall submit detailed documents describing the Property Owner's internal organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. Such information shall be submitted to the CRA within thirty (30) days of the execution of this Agreement and prior to the disbursement of any funds hereunder. 3.1.18 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the CRA (Attached hereto as Exhibit "N"). 3.1.19 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the CRA (Attached hereto as Exhibit "0").. 3.1.20 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the CRA (Attached hereto as Exhibit "P").. 3.1.21 Environmental Clearance. Property Owner and Project Manager must ensure that all clearances are received by the CRA prior to construction. 3.1.22 Anti -Human Trafficking. The Property Owner confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Property Owner shall execute and submit to the CRA an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit "K". If the Property Owner fails to comply with the terms of this Section, the CRA may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the CRA be liable to Property Owner for any additional compensation or for any consequential or incidental damages. Page 8 of 29 3.1.23 All other documents reasonably required by the CRA. ARTICLE IV CRA PROGRAM REQUIREMENTS The Property Owner shall comply with all requirements of this Agreement including, but not limited to: 4.1 GENERAL. 4.1.1 The Property Owner and Project Manager shall maintain current documentation that its activities qualify under the CRA Requirements. 4.1.2 The Property Owner shall ensure that any expenditure of the CRA Funds will be in compliance with the scope of the project, as set forth in Exhibit B. 4.1.3 The CRA and the Property Owner shall comply with an active relocation plan for current tenants as applicable. 4.1.4 The Property Owner shall ensure that, upon completion of the Project and throughout the Affordability Period, the Project meets the property standards as required by the CRA, this Agreement, and the Loan Documents. 4.1.5 Throughout the Affordability Period the Property Owner shall comply with all Project housing quality standards imposed by the CRA. 4.1.6 The Property Owner agrees that throughout the Affordability Period, Rents and tenant incomes for the CRA Assisted Units shall be monitored by the CRA. 4.1.7 The Property Owner shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with CRA Funds is an activity that benefits Low -Income Households. 4.2 REAL PROPERTY. 4.2.1 Any real property that was acquired or improved in whole or in part with CRA Funds shall be either: (a) Used to complete the rehabilitation Project at the Property as outlined in Exhibit B. (b) Disposed of in a manner that results in the CRA being reimbursed for the amount of the CRA Funds. 4.2.2 All real property rehabilitated in whole or in part with funds for this Agreement with the CRA, shall be listed in the property records of the Property Owner and shall include: a legal description; size; address and location; owner's name if different from the Property Owner; information on the transfer or disposition of the property; and a map indicating whether property is in parcels, lots, or blocks Page 9 of 29 and showing adjacent streets and roads. The property records shall describe the programmatic purpose for which the property was acquired and identify the Project activity that will be completed. If the property was improved, the records shall describe the programmatic purpose for which the improvements were made and identify the Project activity that will be completed. 4.3 PERSONAL PROPERTY. 4.3.1 Definitions. (a) Personal Property. Personal Property of any kind except real property: 1) Tangible. All personal property having physical existence. 2) Intangible. All personal property having no physical existence such as patents, inventions and copyrights. (b) Non -expendable Personal Property. Tangible personal property of a non- consumable nature, with a value of $1,500.00 or more per item, with a normal expected life of one or more years, not fixed in place, and not an integral part of a structure, facility, or another piece of equipment. (c) Expendable Personal Property. All tangible personal property other than non - expendable property. 4.3.2 Requirements. The Property Owner shall comply with the non -expendable personal property requirements stated below: (a) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the CRA shall be listed in the property records of the Property Owner and shall include: a description of the property; location; model number; manufacturer's serial number; date of acquisition; funding source; unit cost; property inventory number; information on its condition; and information on the transfer, replacement, or disposition of the property. (b) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the CRA shall be inventoried annually by the Property Owner and an inventory report submitted to the CRA when and as requested by the CRA. The inventory report shall include the elements listed in Paragraph 4.3.2(a), above. (c) Ownership of all non -expendable personal property purchased in whole or in part with funds given to the Property Owner pursuant to the terms of this Agreement shall vest in the CRA. 4.4 DISPOSITION. The Property Owner shall obtain the prior written approval of the CRA for the disposition of real property, expendable personal property and non -expendable personal property, that is not obsolete or prior to the end of any property's useful life, purchased, improved or rehabilitated in whole or in part with funds given to the Project Sponsor or its subcontractors pursuant to the terms of this Agreement, and shall dispose of all such property in accordance with reasonable instructions from the CRA. Those instructions may require Page 10 of 29 the return of all such expendable personal property and non -expendable personal property to the CRA. The Project Sponsor understands that the CRA shall have the right of first refusal in the event of a sale of the Property as set forth in the Covenant ("Right of First Refusal"). If disposition is during the Affordability Period, and the CRA elects to not exercise the right of first refusal then Property Owner and the purchaser of the Property ("Purchaser"), and any and all subsequent purchasers of the Property, shall: A. Provide notice of such sale to the CRA; B. Consult CRA in order to determine whether CRA will elect to exercise its Right of First Refusal in accordance with the Covenant; and C. Acknowledge in writing that the Purchaser is acquiring the Property subject to the Covenant, Rent Regulatory Agreement, and other CRA Loan Documents. Notwithstanding anything herein to the contrary, during the Affordability Period, the Property Owner may sell, transfer, or convey the Property to his spouse, child, children, sibling, or siblings (individually a "Family Member" and collectively "Family Members") as long as the following three requirements are satisfied: (i) Family Member gives notice to the CRA of such sale, conveyance, or transfer in writing, (ii) Family Member acknowledges and agrees in writing that the Family Member is acquiring the Property subject to the Covenant, Rent Regulatory Agreement, and other CRA Loan Documents. 4.5 SUBCONTRACTS AND ASSIGNMENTS. 4.5.1 The Property Owner and Project Manager shall ensure that all subcontracts and assignments funded with CRA Funds hereunder: (a) Identify the full, correct, and legal name of all parties in all material respects; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price component; (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, including but not limited to the CRA's Minority Procurement Ordinance, and with any other conditions and/or approvals that the CRA may deem necessary. The requirements of this subparagraph apply to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the CRA, set forth in this Agreement. The CRA shall in its sole and absolute discretion determine when services are eligible substantive programmatic services and subject to the audit and record -keeping requirements described in this Agreement; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 4.5.2 The Property Owner and Project Manager shall incorporate in all consultant and other subcontracts funded with CRA Funds hereunder the following provision: "[The Property Owner ] is not responsible for any insurance or other fringe benefits, e.g., social security, income tax withholding, retirement or leave benefits, for [the Consultant] or employees of [the Consultant], that are normally available to direct employees of [the Property Owner ]. [The Consultant] assumes full responsibility for the provision of all insurance and fringe benefits for himse f/herself/itself and employees retained by [the Consultant] in carrying out the Scope of Services provided in this subcontract." Page 11 of 29 4.5.3 The Property Owner and Project Manager shall be responsible for monitoring the contractual performance of all subcontracts. 4.5.4 The Property Owner shall submit to the CRA for its review and confirmation any subcontract engaging any party who agrees to carry out any substantive programmatic activities, to ensure its compliance with the requirements of this Agreement. The CRA's review and confirmation shall be obtained prior to the release of any funds for the Property Owner's subcontractor(s). 4.5.5 The Property Owner shall receive written approval from the CRA (such consent not to be unreasonably withheld, conditioned or delayed) prior to either assigning or transferring any obligations or responsibility set forth in this Agreement. 4.5.6 Approval by the CRA of any subcontract or assignment shall not under any circumstances be deemed to be the CRA's agreement to incur any obligations in excess of the total dollar amount agreed upon in this Agreement. 4.5.7 The Property Owner and its subcontractors shall comply with all applicable Federal, state, and local laws, ordinances, and regulations. 4.5.8 If the CRA requests it, the Property Owner shall submit to the CRA, for written prior approval, all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals. 4.6 REPORTING OBLIGATIONS. 4.6.1 The Property Owner shall submit the following as required by the CRA: 4.6.1.1 Audits, Other Information and Records (i) The Property Owner shall submit to the CRA annually the updated List of Tenants Report, showing the rents charged and amount paid by each tenant monthly by December 31' of each year. (ii) Property Owner understands that the CRA has the full authority to conduct an audit at any time conducted by an independent certified public accountant or firm of independent certified public accountants in accordance with generally accepted auditing standards, including audited fmancial statements and a report on compliance with laws and regulations based on the audit of financial statements at a cost to the CRA. As a result, the CRA shall have access to all records and files. Each such audited financial statement is to be for the 12 months ended December 31 and shall include: a. Comparative Balance Sheet with prior year and current year balances; b. Statement of revenue and expenses; Page 12 of 29 c. Statement of changes in fund balances or equity if applicable; d. Statement of cash flows; and e. Notes The fmancial statements shall be accompanied by a certification of the Property Owner as to the accuracy of such financial statements. The Property Owner shall submit to the CRA all reports described in this Section 4.6, and all other reports that the CRA may reasonably require, in such form, manner and frequency as the CRA may require to monitor the progress of the Project and the Property Owner's performance and compliance with this Agreement, the Rent Regulatory Agreement, the other CRA Loan Documents and all Legal Requirements. 4.6.2 Federal, State and County Laws and Regulations. 4.6.2.1 The Property Owner shall comply with all applicable provisions of federal, state, county and city laws, regulations, rules and administrative requirements. 4.6.2.2 The Property Owner shall comply with Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, or national origin; the Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as amended. 4.6.2.3 Clean Air Act of 1970 (42 U.S.C. 7401 et. seq.), as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as amended; Section 508 of the Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency regulations (40 CFR Part 15); and Executive Order 11738. 4.7 ADDITIONAL CRA FUNDING. The Property Owner acknowledges that under the CRA Program, CRA Funds may be committed to the Project up to one (1) year after "Substantial Completion", but the amount of CRA Funds in the Project may not exceed the total amount established by this Agreement. In the event that the Project will need additional funding (in excess of the CRA Funds) the Property Owner agrees to seek and obtain additional funding to achieve Close -Out of the Project. Any additional subsequent funding requests from the CRA must be made by a written amendment to this Agreement signed by the parties hereto. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE PROPERTY OWNER The Property Owner represents and warrants to the CRA as follows: Page 13 of 29 5.1 Ownership. The Property Owner does fully warrant the title to the Property and has full power and authority to conduct its business as presently conducted, to receive the CRA Funds, has ownership of the property and is in charge of the operations at the property. The Project shall comply with all applicable CRA Requirements. The Property Owner has full power and authority to perform the provisions hereof and of its agreements and undertakings with the CRA and to perform the transactions contemplated hereby, and such execution and performance have been duly authorized by all necessary corporate or other approvals and actions provided in Exhibit "D" attached hereto and made a part hereof 5.2 Correctness of Documents. The cost estimates, Budget, schedules, and all other documents furnished to the CRA in accordance with the Program, this Agreement, and/or the other CRA Loan Documents, are true and correct in all material respects and accurately set forth the facts contained therein and neither misstate any material fact nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made therein not misleading. 5.3 Absence of Proceedings, Actions and Judgments. There are no conditions, circumstances, events, agreements, documents, instruments, restrictions, actions, suits or proceedings pending or threatened against or affecting the Property Owner , the Project or the Property which could adversely affect the Property Owner 's ability to comply with the CRA funding requirements of the Project, complete or operate the Project or to perform its obligations hereunder or which would constitute an Event of Default hereunder or under the other CRA Loan Documents regardless of the giving of notice or the passage of time or both. There are no outstanding or unpaid judgments or arbitration awards against the Property Owner. 5.4 Non -Default. The Property Owner is not in default or violation with respect to any Legal Requirement, nor is it in default under or in material breach of any instrument or agreement to which it is a party or by which it otherwise may be bound. The execution and delivery of this Agreement and the other CRA Documents, the consummation of the other transactions contemplated hereby, and the ownership and development of the Project as contemplated hereby and by the other CRA Documents: (i) do not and will not conflict with or result in violation of any Legal Requirement or in the breach or default under any indenture, contract, agreement or other instrument to which the Property Owner is a party or by which it may be bound; and (ii) have been duly authorized by all necessary actions and approvals, whether corporate or otherwise. 5.5 Valid Obligations. This Agreement and all of the other CRA Loan Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Property Owner and will be enforceable in accordance with their respective terms. 5.6 Marketable Title. The Property Owner has good and marketable title to the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment 15 Cil 242_ issued by Old Republic National Title Insurance Company, effective as of December 2. , 2024, as endorsed. (Collectively, the "Title Commitment and Exceptions"); and (b) from time to time, the granting of utility and similar easements on a non -material portion of the Property to utility and similar service providers for the installation and maintenance of utility and similar service equipment and components. Page 14 of 29 5.7 Compliance. The completion and use of the CRA Funds in accordance with the Scope of Work will comply fully with all Legal Requirements, and with all limitations on the use of the Project, or any other condition, grant, easement, covenant, or restriction, whether recorded or not. All necessary approvals, permits and licenses for the construction, operation, and use of the Project have been unconditionally obtained and are in full force and effect, or if the present state of construction of the Project does not allow such issuance, then such approvals, permits and licenses will be issued when the Project is completed. 5.8 Encroachments. When completed in accordance with the Scope of Work, the Project will not encroach upon any building line, setback line, side yard line or other recorded or visible easements or other easements of which the Property Owner is aware which exists (or which the Property Owner has reason to believe may exist) with respect to the Project other than set forth in the Title Commitment and Exceptions. 5.9 Scope of Work. The Scope of Work is complete in all respects, and contains all details requisite for the Project which, when built and equipped in accordance therewith, shall be ready for the intended use and occupancy thereof. 5.10 Leases. There are no leases, tenancies, licenses or agreements for use of any part of the Property other than the Existing Leases which have been specifically disclosed to and approved by the CRA in the rent regulatory agreement or the lease with KUSH WYNWOOD LLC. 5.11 Pending Assessments. The Property Owner has no knowledge of any pending or proposed governmental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 Waste. The Property Owner shall not intentionally commit or suffer physical waste or negligence on the Project. 5.13 Fraud. No fraud by the Property Owner has occurred in the qualification of the Project, the Property Owner and/or the Property for CRA funding, the negotiation of this Agreement and the other CRA Documents, nor in the transactions contemplated hereby. 5.14 No Casualty. No part of the Property and/or the Project has been damaged or has been subjected to condemnation or other proceedings, and, to the best of the Property Owner's knowledge and belief, no such proceedings have been threatened. 5.15 No Changes. There have been no material adverse changes in projected costs and expenses of or from the Project or in the occupancy of the Property or any other features of the transactions contemplated hereby as submitted to the CRA. 5.16 Compliance with Laws and Regulations. The Property Owner will comply at all times with all Legal Requirements. The Property Owner will comply at all times with the CRA Requirements affecting the ownership, use, construction, lease and operation of the Project. 5.17. Other Project Financing. The Property Owner has not applied for nor received, and does not otherwise have available, in connection with the Project any other financing/funding, except for those funds, loans and/or loan commitment previously identified in writing to, and approved by, the CRA as set forth on the attached Schedule A the ("Senior Financing/ Current Mortgage"). Page 15 of 29 5.18 Reaffirmation. Each of the representations and warranties set forth in this Article shall be true at all times and the acceptance of the CRA Funds hereunder by the Property Owner shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. ARTICLE VI PROPERTY OWNER 'S AND OWNER'S OBLIGATIONS 6.1 Scope of Work. The Project Manager as approved by the Board of the CRA through resolution CRA-R-24-0046 shall oversee the entire project and shall ensure performance of the Scope of Work and Schedule as set forth herein and on Exhibit "B" attached hereto. Property Owner shall: (a) meet all of its obligations hereunder and under all of the CRA Loan Documents executed in connection herewith, (b) rent all CRA Assisted Units to Low -Income Households (to the extent tenants meeting such income standards are available and desire to rent the units) in accordance with the requirements of all Loan Documents subject to the Existing Leases, throughout the Affordability Period, (c) throughout the Affordability Period, comply with all applicable CRA Requirements set forth in this Agreement and in the other CRA Loan Documents with regard to the CRA Assisted Units. 6.2 Reporting Obligations. The Property Owner shall submit to the CRA all reports as described in Section 4.6 hereof, and all other reports that the CRA may reasonably require, in such form, manner, and frequency as the CRA may reasonably require to monitor the progress of the Project and the Property Owner 's performance and compliance with this Agreement and all Legal Requirements. 6.3 Retention of Records. The Property Owner shall retain all Contract Records for five (5) years after the expiration of the Affordability Period (hereinafter referred to as the "Retention Period") subject to the limitations set forth below: (a) If the CRA or the Property Owner has received or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities relating to the Project or the Scope of Work or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is, in the sole and absolute discretion of the CRA, fully, completely and finally resolved. (b) The Property Owner shall allow the CRA or any person authorized by the CRA (during normal business hours and upon at least 24-hours prior notice) full access to and the right to examine any of the Contract Records during the required Retention Period. (c) The Property Owner shall notify the CRA in writing, both during the pendency of this Agreement and after its expiration termination, as part of the final closeout procedure, of the address where all Contract Records will be retained. 6.4 Provision of Records. All of the Contract Records are subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law". The Property Owner shall provide to the CRA, upon request, all Contract Records. The requested Contract Records shall become the property of the CRA without restriction, reservation, or limitation on their use and shall be made available by the Property Owner at any time upon request by the CRA. The CRA shall have the unlimited right to all books, articles, or other copyrightable materials developed in the performance of this Agreement, Page 16 of 29 including, but not limited to, the right of royalty -free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the Contract Records for public purposes. Should Property Owner determine to dispute any public access provision required by Florida Statutes, then Project Sponsor shall do so at its own expense and at no cost to the City. IF THE RECIPIENT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE RECIPIENT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (305) 679-6869, ISJONES@MIAMIGOV.COM, AND 1401 N. MIAMI AVENUE, MIAMI, FLORIDA 33136. If the Property Owner receives funds from, or is under regulatory control of, other governmental agencies and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the Property Owner shall provide a copy of each such report and any follow-up communications and reports to the CRA immediately upon such issuance unless such disclosure is a violation of those agencies' rules. 6.5 Prior Approval. Except for the current encumbrance on the Property, the Permitted Senior Financing as set forth in Section 5.17 of this Agreement and Schedule A attached, the Project Sponsor shall obtain the CRA's prior written approval prior to undertaking any of the following with respect to the Project and/or the Property: (a) Except as permitted in Section 4.4. and except for sale or conveyance or transfer to a Family Member or Family Members, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Project Sponsor, the Project or the Project Sponsor's estate in the Property, which shall require the prior written approval of the Executive Director of the CRA (such approval not to be unreasonably withheld, conditioned or delayed). (b) Except in the case of repair or replacement caused by normal wear and tear, and otherwise due to casualty or condemnation in accordance with the terms of this Agreement, the disposition of any real property or any expendable personal property or non -expendable personal property as defined in Paragraph 4.3.1. (c) Any proposed Solicitation Notice, Invitation for Bids or Request for Proposals. (d) The disposal of any Contract Records during the Retention Period. 6.5.1 Executive Director of the CRA shall have the discretion to approve and authorize, the execution and negotiation of all necessary documents to further Close -Out of the Project. 6.6 Monitoring. The Property Owner shall permit the CRA and other persons duly authorized by the CRA to inspect (during normal business hours and upon reasonable prior notice) all Contract Records, facilities, goods, and activities of the Property Owner that are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Property Owner. Following such inspection or interviews, the CRA will deliver to the Property Owner a report of its findings. The Property Owner will rectify all deficiencies cited by the CRA within the period of time specified in the report, or provide the CRA with a reasonable justification for not correcting the deficiencies. The CRA will determine, in its sole and absolute discretion, whether or not the Property Owner's justification is acceptable. Page 17 of 29 6.7 Conflict of Interest. A. The Property Owner is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1), and of the State of Florida (as set forth in Florida Statutes) and agrees that it will fully comply in all respects with the terms thereof and any future amendments. B. The Property Owner covenants that no person or entity under its employ, presently exercising any functions or responsibilities in connection with this Agreement, has any personal financial interests, direct or indirect, with the CRA. The Property Owner further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to the Scope of Work or services provided hereunder. Any such conflict of interest(s) on the part of the Property Owner, its employees or associated persons or entities must be disclosed to the CRA. C. The Property Owner shall disclose any possible conflicts of interest or apparent improprieties of any party under or in connection with the Legal Requirements, including the standards for procurement. D. The Property Owner shall make any such disclosure to the CRA in writing and immediately upon the Property Owner's discovery of such possible conflict. The CRA's determination regarding the possible conflict of interest shall be binding on all parties. E. No employee, agent, consultant, elected official or appointed official of the CRA, exercising any functions or responsibilities in connection with the CRA's Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding these CRA-assisted activities, has any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Property Owner , either for themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. 6.8 Related Parties. The Property Owner shall report to the CRA the name, purpose for and any other relevant information in connection with any related -party transaction. The term "related party transaction" includes, but is not limited to, a transaction or relationship between the Property Owner and a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors, and an organization for which the Property Owner is responsible for appointing memberships. The Property Owner shall report this information to the CRA upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the CRA no later than in the next required Progress Report, as described above. 6.9 Publicity and Advertisements. The Property Owner shall ensure that all publicity and advertisements prepared and released by the Property Owner, such as pamphlets and news releases, related to activities funded by this Agreement, and all events carried out to publicize the accomplishments of any activities funded by this Agreement, recognize the CRA as one of its funding sources. Page 18 of 29 6.10 Procurement. The Property Owner shall make a commercially reasonable effort to procure supplies, equipment, construction, or services to fulfill this Agreement from minority and women owned businesses, and to provide these sources the maximum feasible opportunity to compete for subcontracts to be performed pursuant to this Agreement. To the maximum extent feasible, these businesses shall be located in or owned by residents of the community development areas designated by the CRA. 6.11 Additional Funding. The Property Owner shall not procure any other financing in connection with the Project or the Property without the prior written consent of the CRA, other than those financings disclosed to the CRA in writing as of the date hereof, which, for avoidance of doubt, are provided for in Section 5.17 of this Agreement. 6.12 Reversion of Assets. The Property Owner shall return to the CRA upon the expiration or termination of this Agreement any CRA Funds on hand, any funds or accounts receivable attributable to the CRA Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Property Owner by the CRA. Any funds not earned by the Property Owner prior to the expiration or termination of this Agreement shall be retained by the CRA. 6.13 Repayment of Funds Procedures. If, after notice and the expiration of any applicable cure period, for any reason during the Affordability Period any CRA Assisted Unit fails to comply with the Affordability requirements of this Agreement, the Property Owner shall repay to the CRA all funds received by the Property Owner pursuant to this Agreement, and interest thereon as provided in the CRA Note. 6.14 Affirmative Marketing. The Property Owner shall comply with the affirmative marketing requirements and procedures provided on Exhibit "E" attached hereto and made a part hereof. 6.15 Intentionally Omitted. 6.16 Signage, Acknowledgement, Publicity. During the Term of this Agreement, the Property Owner shall furnish signage identifying the Project and shall acknowledge the contribution of the CRA by incorporating the seal of the CRA and the names of the CRA commissioners and officials in all documents, literature, pamphlets, advertisements, and signage, permanent or otherwise in accordance with Section 6.9 hereof. All such acknowledgments shall be in a form acceptable to the CRA, as provided on Exhibit "I" attached hereto and made a part hereof. All publicity and advertisements prepared and released by the Property Owner related to the Project, such as pamphlets and news releases, and all events carried out to publicize the Project, shall recognize the CRA as one of the Project's funding sources. 6.17 Intentionally Omitted. 6.18 Affuniiative Action. The Property Owner shall not discriminate on the basis of race, color, national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability in connection with its performance under this Agreement or in connection with the occupancy of any CRA Assisted Unit. Age discrimination and discrimination against minor dependents are also not permitted. 6.19 Intentionally Omitted. 6.20 Compliance with Safety Precautions. The Property Owner shall allow CRA and or City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required Page 19 of 29 by federal, state or local laws, rules, regulations and ordinances. By performing these inspections the CRA, its agents, or representatives are not assuming any liability by virtue of such laws, rules, regulations and ordinances. The Property Owner shall have no recourse against the CRA, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s), and shall obtain the affirmative acknowledgment of the Property Owner , for the benefit of the CRA, that the Property Owner shall have no recourse against the CRA, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s). The Property Owner shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the CRA, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Property Owner shall take affirmative steps to ensure nondiscrimination in the employment of disabled persons. 6.21 Draw Requests. Each Request for Disbursement of Construction CRA Funds for costs will be disbursed by the CRA, based on project specific invoices submitted and authorized by the Project Manager. 6.22 Insurance Proceeds. Notwithstanding anything to the contrary contained herein or in the other CRA Loan Documents, the Property Owner may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Property Owner is not in breach or default of any provision of the Mortgage or any other loan document between the Property Owner and Lender; (ii) the Property Owner reasonably determines that there will be sufficient funds, through insurance proceeds and contributions by the Property Owner , to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, and (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Property and the Project until completion of the restoration and repair of the Property and/or the Project to a condition as close as reasonably possible to what previously existed; (iii) the Property Owner determines that the rental income of the Project, after restoration and repair to a condition as close as reasonably possible to what previously existed, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Property Owner has received the CRA 's written concurrence with such determination. 6.23 Condemnation Proceeds. Notwithstanding anything to the contrary contained herein or in the other CRA Loan Documents, the Property Owner may make proceeds of condemnation available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Property Owner is not in breach or default of any provision of the Mortgage or any other CRA Loan Document; (ii) the Property Owner determines that there will be sufficient funds, through condemnation proceeds and contributions by the Property Owner , to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project until completion of the restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken; and (iii) the Property Owner determines that the rental income of the Project, after restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Property Owner has received the CRA's written concurrence with such determination. Page 20 of 29 6.24 Recording. The Property Owner must pay all costs of the recording of the Loan Documents. Such costs related to the recording of the Loan Documents may be included in the Itemized Budget submitted to the City. 7.1 Default: ARTICLE VII DEFAULT The happening of any one or more of the following events shall constitute an Event of (a) Subject to the Existing Tenants, failure of any of the CRA Assisted Units to remain Affordable at any time during the Affordability Period. (b) If any term, condition or representation contained in this Agreement or any of the other CRA Loan Documents is materially untrue, substantially inaccurate or incomplete when made, or, if there is a material misrepresentation of fact or fraud contained in any document(s) submitted in support of this Agreement and such misstatement or misrepresentation has a materially adverse effect on the Project. (c) Subject to force majeure, the substantial discontinuance of the construction of the Project for a period of fourteen (14) days which discontinuance is, in the reasonable determination of the CRA, without satisfactory cause, and construction is not recommenced within fifteen (15) days following written notice from the CRA to Property Owner. (d) Except as set forth in each of Sections 5.6, 5.17, and 6.5 of this Agreement, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition (except due to repair or replacement for normal wear and tear, and as a result of casualty or condemnation in accordance with .this Agreement) of any proprietary or beneficial interest in the Property Owner's estate in the Property, or any change in operating control of the Property Owner, without the full completion of the Affordability Period of this Agreement. (e) In the event that the CRA reasonably determines that the Project is not being erected in a good and workmanlike manner in accordance with the Scope of Work, or that the Property Owner is failing to comply promptly with any requirement or notice of violation of law issued by or filed by the CRA or any department of any governmental authority having jurisdiction over the Property Owner or the Property. (f) Failure by the Property Owner to comply with any material term or provision of this Agreement or any of the CRA Loan Documents (beyond any applicable grace, notice and/or cure period), or the occurrence of an event of default (beyond any applicable grace, notice and/or cure period) under any of the other CRA Loan Documents. Page 21 of 29 (g) Any change in zoning requirements or zoning classification of the Property initiated by the Property Owner, which will materially interfere with the completion of construction of the Project, or the ultimate operation of the Project as contemplated herein. (h) In the event that the CRA reasonably determines that there exists an event of default (beyond applicable grace, notice and/or cure periods) under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Property Owner to the CRA, direct or contingent, whether now or hereafter due, existing, created or arising. In the event the rehabilitation portion of this Project is not completed within 36 months following the Effective Date and all applicable cure periods. (i) ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default, the CRA shall have the absolute right to refuse to disburse any undisbursed portion of the Loan. The CRA shall provide written notice of the occurrence of an Event of Default to the Property Owner and Senior Lender if any, after which the Property Owner shall have thirty (30) days to cure said default (except for the events described in Section 7.1 (b) and (d) above for which the aforementioned cure period shall not apply). In the event a default which is permitted to be cured cannot practicably be cured within thirty (30) days, the Property Owner shall have such additional time as may be required to effect a cure, so long as (a) the cure is commenced within thirty (30) days and is diligently prosecuted and (b) the lack of a cure during such continuing cure period has no material adverse effect on the Project. The CRA agrees to accept a cure of any default committed by the Property Owner, which cure is tendered or effected by the Senior Lender, as if such cure had been tendered or effected by the Property Owner. If an Event of Default shall continue uncured for a period of thirty (30) consecutive days following written notice thereof to the Property Owner (except for the events described in Section 7.1 (b) and (d) above for which the aforementioned cure period shall not apply and except for cures which are continuing as provided in the preceding paragraph), and subject to the provisions of the last paragraph of this Section, the CRA shall have the absolute right, at its option and election and in its sole discretion to: (a) Specific Performance. Institute appropriate proceedings to specifically enforce performance of the terms and conditions of this Agreement; (b) Recapture of CRA Funds. Demand that the Property Owner reimburse the CRA for the CRA Funds disbursed to the Property Owner pursuant to this Agreement. The Property Owner shall reimburse CRA in the amount of the CRA Funds disbursed to the Property Owner pursuant to this Agreement within sixty (60) days, subject to any limitations contained in the CRA Note and/or Mortgage concerning Borrower's or Property Owner's liability for amounts due under the CRA Loan Documents. Page 22 of 29 (c) Other Remedies. Exercise any other right, privilege or remedy available to the CRA as may be provided by applicable law, or in any of the other CRA Loan Documents. It is understood and agreed that the occurrence of an event of default under Section 7.1 (b) or (LI) shall immediately entitle the CRA to exercise any of the above -described remedies without the need to give the Property Owner notice thereof or the opportunity to cure. The rights and remedies of the CRA hereunder shall be cumulative and not mutually exclusive, and the CRA may resort to any one or more or all of said remedies without exclusion of any other. No party other than the CRA, whether the Property Owner or a material man, laborer, subcontractor or supplier, shall have any interest in the CRA Funds withheld because of a default hereunder, and shall not have any right to garnish or require or compel that payment thereof be applied toward the discharge or satisfaction of any claim or lien which any of them may have. ARTICLE IX INDEMNIFICATION 9.1 The Property Owner shall indemnify, hold harmless, and defend the CRA, City of Miami, its officers, agents, directors, and/or employees, from liabilities, damages, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Property Owner and persons employed or utilized by Property Owner in the performance of this Agreement. Property Owner shall, further, hold the CRA, City of Miami, its officials and/or employees, harmless for, and defend the CRA, City of Miami, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the CRA, City of Miami, its officials and/or employees were negligent. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against the CRA, City of Miami by reason of any such claim or demand, the Property Owner shall, upon written notice from the CRA, resist and defend such action or proceeding by counsel satisfactory to the CRA. The Property Owner expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Property Owner shall in no way limit the responsibility to indemnify, keep and save harmless and defend the CRA or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Property Owner to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the CRA's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the CRA whether performed by the Property Owner, or persons employed or utilized by Property Owner. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The Property Owner shall require all Sub -contractor agreements, if applicable, to include a provision that they will indemnify the CRA. Page 23 of 29 The Property Owner agrees and recognizes that the CRA shall not be held liable or responsible for any claims which may result from any actions or omissions of the Property Owner in which the CRA participated either through review or concurrence of the Property Owner's actions. In reviewing, approving or rejecting any submissions by the Property Owner or other acts of the Property Owner , the CRA in no way assumes or shares any responsibility or liability of the Property Owner or Sub -contractor under this Agreements. ARTICLE X TERMINATION The Property Owner acknowledges that this Agreement may be terminated if the Property Owner materially fails to comply with the terms contained herein or upon the occurrence of an Event of Default which is not cured within any applicable cure period set forth in Section 8.1 above. 10.1 Intentionally Omitted. 10.2 Termination for Breach. The CRA may terminate this Agreement, in whole or in part, in the event the CRA reasonably determines that the Property Owner is not making (or causing to be made) sufficient progress with regard to the construction of the CRA Assisted Units (thereby endangering its ultimate performance under this Agreement) or is not complying with any material term or provision of this Agreement, following notice and the expiration of the applicable cure period. The CRA may terminate this Agreement, in whole or in part, in the event that there exists an event of default (beyond any applicable grace, notice and/or cure periods) under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Property Owner to the CRA, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. 10.3 Upon the occurrence of an Event of Default and the expiration of any grace, notice and/or cure period (in those circumstances for which a grace, notice and/or cure period is otherwise provided in this Agreement, including, without limitation, Section 8.1), and unless the Property Owner's breach is waived by the CRA in writing, the CRA may, by written notice to the Property Owner, terminate this Agreement upon not less than ten (10) days prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the CRA's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The CRA may, for reasonable cause, suspend the Property Owner's authority to obligate funds under this Agreement or withhold payments to the Property Owner, pending necessary corrective action by the Property Owner, and may include: (a) Ineffective or improper use of the CRA Funds by the Property Owner; Page 24 of 29 (b) Failure of the Property Owner to comply with any material term or provision of this Agreement and such failure is not cured within any applicable cure period; (c) Failure of the Property Owner to submit any documents required by this Agreement; or (d) The Property Owner's submittal of incorrect or substantially incomplete documents and such submittal is not cured within any applicable cure period. 11.2 The determinations and actions described in paragraph 11.1 above may be applied to all or any part of the activities funded pursuant to this Agreement. 11.3 The CRA will notify the Property Owner in writing of the type of action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action, and the necessary corrective action(s). ARTICLE XII MISCELLANEOUS 12.1 Enforcement Methods. As a means of enforcing compliance with this Project, the CRA may utilize any enforcement measures it deems necessary. 12.2 Renegotiation or Modification. Modification of provisions of this Agreement shall be valid only when in writing and signed by the parties hereto. The parties agree to modify this Agreement if the CRA determines, in its sole and absolute discretion, that federal, state, and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations, make changes to this Agreement necessary. The CRA shall be the fmal authority in determining whether or not funds for this Agreement are available due to federal, state and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations. 12.3 Right to Waive. The CRA may, for good and sufficient cause, as determined by the CRA in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain such waiver from an appropriate authority. Waiver requests from the Property Owner shall be in writing. A waiver shall not be construed to be a modification of this Agreement. 12.4 Budget and Project Eligibility Activity Title Revisions. Revisions to the Budget shall be made in writing, and approved in writing by the CRA; however, such revisions shall not necessitate an amendment hereto unless the amount of the Construction CRA Loan to be granted hereunder is changed, or unless otherwise required by the CRA. 12.5 Disputes. In the event an unresolved dispute exists between the Property Owner and the CRA, the CRA shall refer the issue, including the views of all interested parties and the recommendation of the CRA, to the Executive Director, his designee, or such other official of the CRA who shall be authorized to exercise the authority of the Executive Director in this regard (the "Executive Director") for determination. The Executive Director will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the CRA and the Property Owner. In the event additional time is necessary, the Executive Director will notify the interested parties within the thirty (30) day period that additional time is necessary. The Property Owner agrees that the CRA Executive Director's determination shall be fmal and binding on all parties, subject only to judicial review. Page 25 of 29 12.6 Headings. The article and paragraph headings in this Agreement are inserted _ for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 12.7 Proceedings. The Agreement shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. 12.8 as follows: Notices and Contact. All notices under this Agreement shall be in writing and addressed To CRA: With Copy to: To Property Owner: Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Ave, 2nd Floor Miami, FL 33136 Attn: Isiaa Jones, Executive Director George K. Wysong III, General Counsel City of Miami, City Attorney's Office 444 S.W. 2nd Avenue Miami, FL 33130-1910 Kush Property, LLC c/o Joe Jackson, 4621 Ponce de Leon Boulevard, Coral Gables, Florida 33146 Except as otherwise provided in this Agreement, notice shall be deemed given upon hand delivery or five (5) business days after depositing the same with the U.S. Postal Service. The address or designated representative of the parties may be changed by notice given in accordance with this section. 12.9 Conflicts with Applicable Laws. If any provision of this Agreement conflicts with any applicable law or regulation, only the conflicting provision shall be deemed by the parties hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent with the law or regulation. However, the obligations under this Agreement, as modified, shall continue and all other provisions of this Agreement shall remain in full force and effect. 12.10 Entire Agreement. This Agreement and its Exhibits and Schedules described as follows contain all the terms and conditions of the Agreement between the parties: Exhibit "A" Legal Description Exhibit "B" Scope of Work and Project Schedule Exhibit "C" Budget Exhibit "D" Corporate Resolution Exhibit "E" Affirmative Marketing Procedures and Responsibilities Exhibit "F" Form of Mortgage and Note Exhibit "G" Form of Covenant Exhibit "H" Form of Rent Regulatory Agreement Exhibit "I" Signage Requirements Exhibit "J" Additional Insurance Requirements Exhibit "K" Anti -Human Trafficking Affidavit Page 26 of 29 Exhibit "L" Exhibit "M" Exhibit "N" Exhibit "0" Exhibit "P" Schedule A Schedule B Beneficial Interest and Disclosure of Ownership Affidavit Conflict of Interest Disclosure Affidavit Certification Regarding Lobbying Certification Regarding Debarment, Suspension & Other Responsibility Matters Public Entity Crime Affidavit Senior Financing/ Current Mortgage Existing Tenant List and Rent Roll 12.11 Waiver of Jury Trial. Neither the Property Owner nor its subcontractor(s), nor any other person liable for the responsibilities, obligations, services and representations herein, nor any assignee, successor, heir or personal representative of the Property Owner , its subcontractors or any other person or entity shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of this Agreement, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the Property Owner nor its subcontractors, nor any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. Neither party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 12.12 CRA Resolution Award. The CRA resolution through Kush Property LLC making the award and decisions of the Board of the CRA dated June 25th, 2024, and supporting documents (collectively, "Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the CRA Loan Documents and when interpreting the intent of the CRA Loan Documents, whichever provision is strictest will control. To the extent of any conflict between the Award Memoranda, the most recent Award Memorandum controls. 12.13 Governing Law and Venue. This Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 12.14 Costs, Including Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Agreement, each party shall be responsible for its own attorney's fees. 12.15 Counterparts and Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. [Signature Page Follows] Page 27 of 29 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. WITNESSES: PROPERTY OWNER: KUSH PROPERTY, LLC, a Florida limited liability company t Name: Jes` D,i,45Suh By: /7/17 a4ue-- � `�— Print Name: Cvdk, STATE OF FLORIDA ) COUNTY OF MIAMI-DADE) Name: Matthew Kuscher Date: (71( 7/) ACKNOWLEDGMENT THE FOREGOING INSTRUMENT was acknowledged before me by means of E( physical presence or ❑ online notarization this on this rt day of tezemipir , 2024 by Matthew Kuscher, owner who is personally known to me or who produced a R i,,aits& as identification. My Commission Expires: 0 FRANCES LLOP-NOY MY COMMISSION # HH 389636 EXPIRES: August 21, 2027 Signature of Notary Public, State of Florida FignaA UT -Nei Printed Name of Notary Public Page 28 of 29 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: Todd Hannon, C CRA: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") by: i e Board Isiaa Jones, Executive Director Date: I � t Director of Risk Management APPROVED AS TO FORM AND REQUIREMENTS CORRECTNESS: 4 0� George K Wysong III General Counsel (2-\\f' - Page 29 of 29 EXHIBIT "A" LEGAL DESCRIPTION OF THE PROPERTY 2003 N MIAMI AVE, MIAMI, FL FOLIO: 01-3125-000-0110 and 01-3125-000-0120 01-3125-000-0110: Beginning 285 feet South of the Northwest corner of the South 1/2 of the South 1/2 of the Southeast 1/4 of the Southeast 1/4 of Section 25, Township 53 South, Range 41 East, thence East 20 feet as a point of Beginning; thence run North 100 feet; thence run East to the West boundary of the right-of-way of the Florida East Coast Railway; thence along the West boundary of said right-of-way in the Southwesterly direction to a point due East of the Point of Beginning; thence West parallel with the North boundary line to the Point of Beginning; less the West 15 feet thereof, conveyed for street and/or sidewalk purposes, lying and being in Miami -Dade County, Florida. AND 01-3125-000-0120: Beginning at a point twenty (20) feet North of the South line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25, Township 53 South, Range 41 East, and thirty-five (35) feet East of the West line of said Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25; thence North parallel to and thirty-five (35) feet East of the said West line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25 a distance of thirty-two and eleven hundredth (32.11) feet, more or less, to a point; thence East a distance of twenty-nine and sixty-five hundredths (29.65) feet, more or less, to a point of intersection with the Westerly right of way line of the Florida East Coast Railway; thence Southerly along the said Westerly right of way line of the Florida East Coast Railway a distance of thirty-three and nineteen hundredths (33.19) feet, more or less, to a point of intersection with a line parallel to and twenty (20) feet North of said South line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25; thence West parallel to and twenty (20) feet North of said South line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25 a distance of twenty-one and eighty-four hundredth (21.84) feet, more or less, to the Point of Beginning. LESS the South ten (10) feet of the above described property which is retained by the City of Miami for street and/or sidewalk purposes. EXIIIBIT "B" SCOPE OF WORK /PROJECT SCHEDULE Matthew Kuscher Miami, Florida 33127 matt@kushhospitality.com July 12, 2024 Isiaa Jones, Executive Director Omni Community Redevelopment Agency 1401 N Miami Avenue Miami, FL 33136 Dear Ms. Jones, I am pleased to submit a proposal for the full redevelopment of the property at 2003 N Miami Avenue (Folio: 01-3125-000-0110 & 01-3125-000-0120) into a mixed -use, low-income affordable housing project tailored to the needs of restaurant workers. This project presents a significant opportunity to address critical housing shortages and uplift our community while redeveloping. Kush has been a local institution for over a decade, serving award -winning food and cool refreshments to neighborhood residents as well as visitors making the long trek from Downtown to Wynwood on foot. The unfortunate temporary closure of the kitchen to make structural repairs has left a void in the neighborhood that we aim to fill when we reopen. Although originally built and used as a residential building, the upstairs apartments fell into disrepair over time, and eventually lost their certificate of use. Currently they are vacant. During the past decade that Wynwood has seen an explosion of new restaurants, affordable housing nearby has become harder and harder to find, with restaurant staff living in precarious situations or making long commutes. The redevelopment proposed is designed with the specific needs of restaurant workers in mind. The plan includes the creation of 10 modern, energy -efficient units that offer safe and comfortable living spaces for residents of lower income levels. We also intend to fully renovate the vacant downstairs retail bays, increasing the activity and life on the street, increasing tax revenue, and providing an anchor for the southeastern corner of Wynwood and a bridge to Downtown and the Omni and Overtown neighborhoods. We are eager to collaborate with the Omni Community Redevelopment Agency to bring this vision to life. We are committed to maintaining transparent communication and ensuring the highest standards of quality throughout the project. Thank you for considering our proposal. We look forward to the possibility of working together to revitalize this historic building in the CRA. Sincerely, Matt Kuscher UPDATED Proposal to Omni CRA for Kush Mixed -Use Building 2003 N. Miami Avenue Project Introduction This proposal outlines the full redevelopment of 2003 N Miami Avenue, a severely dilapidated structure, into a mixed -use, low-income affordable housing project designed for restaurant workers. The project aims to address critical housing shortages and contribute to community upliftment through a complete gut rehabilitation. The building's current state is extremely deteriorated, necessitating extensive structural repairs. The project will involve a comprehensive overhaul, including new plumbing, electrical, and mechanical systems throughout. The building is a one hundred -year old historical icon on a busy corner of an ever changing set of neighborhoods. The building, originally owned by Murray Dubbin, a former Florida House of Representatives member who played an instrumental role in creating Florida International University, has a rich and colorful past. It was the residence of infamous gangster Whitey Bulger in its upstairs apartments, while he was on the lam, and for 30 years, it was home to the notorious brothel known as Dolly's Cafe. Today, it is the location of the iconic Miami restaurant, Kush, adding another layer to its storied history. L r Kush, a local culinary institution for over a decade, has temporarily closed its kitchen due to the building's structural issues. This closure has created a neighborhood void that will be filled upon reopening. The upstairs apartments, originally residential, have been vacant for years and lost their certificate of use due to severe disrepair. Wynwood's restaurant boom over the past decade has led to a scarcity of nearby affordable housing, forcing restaurant staff into precarious living situations or long commutes. The proposed redevelopment specifically targets the needs of restaurant workers, featuring 10 modern, energy -efficient units designed for Tower -income residents. The plan also includes renovating the vacant downstairs retail bays, which will enhance street -level activity, increase tax revenue, and serve as an important revenue generator in this southern portion of Wynwood. We seek collaboration with the Omni Community Redevelopment Agency to realize this vision, committing to transparent communication and high -quality standards throughout the project. This initiative presents an opportunity to revitalize a historic, though currently unsafe, building within the CRA while addressing pressing community needs. Development Team Matthew Kuscher - Owner Developer Operator Matthew Kuscher, raised in the restaurant business, graduated from Florida International University with a degree in Hospitality Management, is currently a professor at the hospitality school at FIU and a third -generation restaurateur. In 2011, Kuscher and his wife Priscilla opened LoKal in Coconut Grove, known for its sustainable practices and local sourcing. This success led to the creation of KUSH Hospitality Group (KHG), which expanded to include several unique concepts. These include KUSH in Wynwood (2014), Kush by Spillover in Coconut Grove (2016), Victoria's Vermuteria, a vermouth bar (2023), Stephen's Delicatessen, a revived historic Jewish Style -deli in Hialeah (2019), La Cocina Cocteleria, a cocktail bar within Stephen's, Kush's Tobacco Road, a tribute to the iconic Miami venue, and Kush at Clevelander, a sports bar in South Beach (2022). Kuscher is known for preserving Miami's culinary history and culture through his restaurants. He incorporates local art, memorabilia, and unique design elements in each concept. Outside of his restaurants, Kuscher teaches a masters class called restaurant development at FIU and is involved with several charities including Pace Center for Girls, supporting troubled female youth in Allapattah and Sebastian Strong supporting pediatric cancer research. FOR Architecture & Design Since 1982, R.E.Chisholm Architects have provided services in Architecture, Planning, Interior Design, and Urban Design, executed and delivered with the highest technology. Chisholm Architects has extensive experience in a variety of project types over the last 42 years. Among the firm's clients are corporate, municipal, state, and federal agencies, private clients, public and private institutions. The firm has had extensive experience in the planning, development, design, and construction of governmental, institutional, corporate, educational, transportation, commercial and housing projects. MASS Construction Corporation MASS is a Miami -based general contracting company providing construction management and owner representation services to South Florida developers and property owners. MASS prides themselves on supporting client projects through constant communication, collaboration, quality assurance, on -site safety, and managing time and budgets responsibly. Shared values on and off the work site is critical to our team's success. That's why we've spent years working, and developing relationships, with South Florida's most dedicated subcontractors, trade and crafts -people. So your work gets done right and on time. They are proud to have a diverse roster of local and national clients including East End Capital, PLC Investments, Kush Hospitality Group, Lyft, Ralte and Cain International. With MASS, your project will be attentively managed by our most seasoned team members. No bureaucratic layers to navigate or fear of your project being handed off to a junior team member here. Neighborhood Need Wynwood is witnessing a construction and entertainment boom, exhibiting extreme growth and development. Yet, with the good it brings to the city, this expansion masks a deeper, more pervasive issue: the city is grappling with a severe housing affordability crisis. High housing costs coupled with relatively low wages have placed Miami among the cities with the most severe housing affordability issues in the nation. This crisis is particularly acute in neighborhoods like Overtown and Wynwood, where the impacts of gentrification and the shortage of affordable housing are felt most strongly. Naturally Occurring Affordable Housing (NOAH) refers to privately owned residential properties that are lower in cost because they are older and usually subject to deferred maintenance. Many NOAH properties are desirable for tenants because of the location within neighborhoods that are convenient to places of work, worship, transportation hubs, and because the rent is affordable. Miami's expensive and highly competitive real estate market coupled with low wages has led to a housing affordability crisis that prevents workers from living near to their place of employment, forcing them to spend valuable hours commuting. • In the amended Redevelopment Plan on pages 4-32 and 5-56, the CRA emphasizes the importance of housing affordability as a pivotal initiative: "To Assist For -Profit Housing Providers in the CRA could: 2) Pay some portion of development costs such as impact or permit fees 3) Provide a direct cash subsidy in the form of a rebate equal to a percentage of the increases in taxes paid over a defined period of time after completion if affordable units are provided" 6) Housing Affordability - The CRA should fund established and creative new ways to increase the stock of workforce and lower income affordable housing within the district. GOALS: a) Create project -specific developer incentives to ensure that new or significantly redeveloped residential projects in the CRA contain a sufficient number of units that are affordable to the target populations." This Project seeks financial support from the CRA to underwrite the development of both commercial retail units -and residential units, specifically for low-income and workforce households, and asks the CRA to provide the Applicantwith a project -specific incentive. This initiative seeks financial backing from the CRA to support the repair of the unused commercial spaces and restaurant on the first floor of the Miami Avenue frontage creating a more vibrant entryway between the neighborhoods in three directions, Omni, Wynwood, and Overtown. The CRA funding will also allow the creation of new small housing units targeted at low-income individuals at rents affordable to those in the hospitality industry which our city thrives on. The request entails granting the applicant special incentives tailored to the project, underscoring the CRA's commitment to making affordable housing more accessible and supporting the development of inclusive, thriving communities. Efforts to address the housing crisis by the Omni CRA must include a focus on neighborhoods like Wynwood as well as Overtown. Both neighborhoods face an acute lack of housing affordability. The CRA initiatives to develop affordable housing are crucial for the economic vitality and sustainability of such communities. By supporting projects that include affordable units and offering financial incentives for developers, there is potential to mitigate the impacts of gentrification and ensure that workers of different incomes have the opportunity to live near where they work and have access to affordable, quality housing. This approach not only addresses immediate needs but also contributes to the broader goal of fostering a more equitable and inclusive Miami. Proposed Schedule of Values For detailed budget see attached Training Certifications In an effort to give back to the City, the owner is offering to participate in a training program for residents who currently work or want to start a career in the restaurant industry. This is a week-long restaurant internship which includes one week of kitchen training in every position from dishwasher, expeditor, saute, pantry, assembler, prep cook and grill cook. They will also obtain a Safe -Serve Certificate to prove they have been trained on how to properly work in a sanitized environment and have permission to work in a kitchen. At the end of their training they will receive a certificate from save serve and from Kush to indicate they have satisfied all training needs. We suggest starting this program with the students at Pace Center for Girls in Allapattah in collaboration with their director Sherry Giordano. From there we will grow the program to include Miami -Dade and FIU students, as well as other youth -focused nonprofits and educational institutions. Financing Plan & CRA Request This project is self -funded by Matthew Kuscher himself, who has continually reinvested the proceeds of each restaurant into opening new businesses in the City and employing more residents at great jobs, giving the community solid local restaurant options in a time where many local businesses are struggling. These sources still leave a gap in the high costs of construction and financing in Miami today. To offset the high cost of construction and lending, we ask the Omni CRA to support maintaining and revitalizing housing affordable to Overtown residents, preventing displacement of residents as well as the loss of small independent residential ownership in the community and contribute a forgivable loan of $3,100,000 for a portion of the interior and exterior development of both existing kitchen and commercial units as well as the residential units, as listed above. Affordability Plan Many food & beverage operations have experienced difficulty in finding talent that lives close to the site. Restaurant workers have been considered "Front Line" workers, but still face escalating housing costs. Some choose long and arduous commutes at early hours from less expensive neighborhoods; others are forced to live with multiple roommates per room, or in unsafe housing conditions. Wynwood and Edgewater have seen an explosion in employment in this sector, but rent prices are out of reach for many kitchen workers. The Kush building has no residential units currently rented, and the recorded use is not residential, but in the past it has had at least 10 residential units. This proposal anticipates the redevelopment of 10 units approximating the original layout, but now classified as "microunits". The City code allows this in the Wynwood NRD, due to the variety of neighborhood amenities, proximity to transit, and the need for affordable units serving younger low-income people in this arts district. 8 of the units will be restricted to "affordable" rents for residents earning 80% of Area Median Income for a term of 30 years. 2 units will be restricted to "workforce" level rents for residents making 100% or below of the Area Median Income. EXHIBIT A Proof of Ownership Prepared by and return to: Andrew IL Dinnerstein Gibraltar Title, Inc. 12 SE 7th Street, Suite 820 Fort Lauderdale, FL 33301 Tel: (954) 771-7601 File Number: 9001-0351 Return to: David B. Hendler, P.A. 1650 NW 87's Avenue, 2"'' Floor Miami, FL 33172 Tel: (305) 747-1324 [Space Above This Line For Recording Data] Warranty Deed This Warranty Deed made this 24th day of March, 2022 between Michael Lilov, a single man, Individually and as Trustee of the Crest Trust u/a/d December 22, 2021 whose post office address is 2362 Prairie Avenue, Miami Beach, FL 33140, grantor, and Kush Property LLC, a Florida Limited Liability Company whose post office address is 2911 Grand Ave., Ste. 400D, Miami, FL 33133, grantee: (Whenever used herein the terms "grantor" and "grantee" include all the parties to this instrument and the heirs, legal representatives, and assigns of individuals, and the successors and assigns of corporations, trusts and trustees) Witnesseth, that said grantor, for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable considerations to said grantor in hand paid by said grantee, the receipt whereof is hereby acknowledged, has granted, bargained, and sold to the said grantee, and grantee's heirs and assigns forever, the following described land, situate, lying and being in Miami -Dade, Florida to -wit: Beginning 285 feet South of the Northwest corner of the South 1/2 of the South 1/2 of the Southeast 1/4 of the Southeast 1/4 of Section 25, Township 53 South, Range 41 East, thence East 20 feet as a point of Beginning; thence run North 100 feet; thence run East to the West boundary of the right-of- way of the Florida East Coast Railway; thence along the West boundary of said right-of-way in the Southwesterly direction to a point due East of the Point of Beginning; thence West parallel with the North boundary line to the Point of Beginning; less the West 15 feet thereof, conveyed for street and/or sidewalk purposes, lying and being in Miami -Dade County, Florida. Parcel Identification Number: 01-3125-000-0110 Together with all the tenements, hereditaments and appurtenances thereto belonging or in anywise appertaining. To Have and to Hold, the same in fee simple forever. And the grantor hereby covenants with said grantee that the grantor is lawfully seized of said land in fee simple; that the grantor has good right and lawful authority to sell and convey said land; that the grantor hereby fully warrants the title to said land and will defend the same against the lawful claims of all persons whomsoever; and that said land is free of all encumbrances, except taxes accruing subsequent to December 31, 2021. EXHIBIT B Legal Description Folio: 01-3125-000-0110 & Folio: 01-3125-000-0120 BEGINNING 285 FEET SOUTH OF THE NORTHWEST CORNER OF THE SOUTH 1/2 OF THE SOUTH 1/2 OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 25, TOWNSHIP 53 SOUTH, RANGE 41 EAST, THENCE EAST 20 FEET AS A POINT OF BEGINNING; THENCE RUN NORTH 100 FEET; THENCE RUN EAST TO THE WEST BOUNDARY OF THE RIGHT-OF-WAY OF THE FLORIDA EAST COAST RAILWAY; THENCE ALONG THE WEST BOUNDARY OF SAID RIGHT-OF-WAY IN THE SOUTHWESTERLY DIRECTION TO A POINT DUE EAST OF THE POINT OF BEGINNING; THENCE WEST PARALLEL WITH THE NORTH BOUNDARY LINE TO THE POINT OF BEGINNING; LESS THE WEST 15 FEET THEREOF, CONVEYED FOR STREET AND/OR SIDEWALK PURPOSES, LYING AND BEING IN MIAMI-DADE COUNTY, FLORIDA. 2003 N. Miami Avenue Tenant AMI CAM Per Month Year 1 Year 2 Year 3 Year 4 Year 5 'rojected Income <ush Restaurant $1.250.00 $15,000.0C $180,000.00 $185,400.00 $190,962.00 $196,690.86 $202,591.59 Retail #1 Candy Store $430.83 $5,600.0( $67,200.00 $69.216.00 $71.292.48 $73.431.25 $75.634.19 Retail #2 Market $526.67 $6.846.01, $82.152.00 $84,616.56 $87.155.06 $89,769.71 $92,462.80 3rass Area Coffee Truck $ - $2.500 0( $30.000 00 $30.900.00 $31.827.00 $32,781.81 $33,765.26 3AM $2,207.5C $26,490.00 $26,490.00 $26,490.00 $26,490.00 $26.490.0C apartment #1 Apartment 80% $ - $1,590.00 $19,080.00 $19.652.40 $20.241 97 $20,849.23 $21,474_71 4partment #2 Apartment 80% $ - $1,590.0C $19,080-00 $19,652.40 $20.241.97 $20,849.23 $21,474.71 4partment #3 Apartment 80% $ - $1.590.0( $19,080.00 $19,652.40 $20,241.97 $20,849.23 $21,474.71 \partment #4 Apartment 80% $ - $1.590.00 $19,080.00 $19,652.40 $20,241.97 $20,849.23 $21,474.71 apartment#5 Apartment 80% $- $1,590.00 $19,080.00 $19.652.40 $20,241.97 $20.849.23 $21,474.71 Npartment # 6 Apartment 80% $ - $1,590.00 $19.080-00 $19,652.40 $20,241.97 $20,849.23 $21,474.71 apartment #7 Apartment 80% $ - $1,590.0L: $19,080.00 $19,652.40 $20.241.97 $20.849.23 $21,474.71 apartment #8 Apartment 80% $ - $1,590.0C $19,080.00 $19,652.40 $20,241.97 $20,849.23 $21,474.71 apartment #9 Apartment 80% $ - $1.590 00 $19,080.00 $19,652 40 $20.241 97 $20.849.23 $21,474.71 apartment #10 Apartment 100% $ - $1.988 00 $23,856,00 $19.652.40 $20.241.97 $20.849.23 $21,474.71 U - co >partment # 11 (Downstairs) Apartment 100% $ - Si 988 0( $23,856.00 $24,565-50 $25.302.47 $26.061.54 $26,843.39 co X Q ▪ ▪ rota) Gross Income $50 439 5( $605,274.00 $617,712,06 $635 448.71 $653,717 47 $672,534.33 W Ct :osts 3uilding Insurance Real Estate Taxes 1st Mortgage $2 6M 3onstruction Costs (Financing) $1.2M onstruction Costs (Financing) $1.2M construction Costs (Financing) $2M Repairs & Maintenance rota) Costs S1.666 0C $19,992.00 $22,000 00 $24.000.00 $26,000-00 $28.000-0C $4.003.28 $48.039.36 $49,480-54 $50.964.96 $52,493 91 $54,068.72 $14, 752 00 $177,024 00 $177,024 00 $177.024 00 $177.024.00 $177,024.00 $10,000 0C $120,000 00 $120.000.00 $120.000 00 $120.000 00 $120,000.00 $6,000 0( $72,000 00 $72,000 00 $72.000 00 $72,000.00 $72,000.0C $144,000.00 $144,000 00 $144.000 00 $144.000.00 $144,000.0C $60.000.00 $60,000.00 $60.000.00 $60.000.00 $60,000.00 $53,421.2t. $641,055.36 S644,504.54 $647,988.96 $651,517.91 $655,092.72 nsurance/Taxes paid by retail $3,267 3- $39.207 74 $41,792.22 $44,385.98 $46,997 56 $49.627 49 rota) costs -retail NNN $50,153.97 $601,847.62 $602,712.32 $603,602.98 $604,520.35 $605,465-23 Vet Revenue S285.53 $3,426.38 $14,999.74 $31,845.73 $49.197.13 $67,069.1C MASS EXHIBIT D Bid for Construction 1200 Brk:k 4I Avenue 5une 800 Miami. FL 33131 CONCEPTUAL ESTIMATE July 12, 2024 KUSH RENOVATION 2003 N Miami Ave MIAMI, FL 33127 BLDG: 7,700 SF SITE: 0.03 ACRES CAPTAIN: 2M PHASE WORK PACKAGE LAHOR MAT'L SUH TOTAL $ / SI v. 01-300 PROJECT STAFF 01-400 GENERAL REQUIREMENTS 02-100 DEMOLITION 02-200 SITE PREPARATION 02-300 EARTHWORK 02-700 PAVING, CURBS & WALKS 02-900 LANDSCAPN G & IRRIGATION 03-100 CONCRETE SHELL 04-001 MASONRY 05-120 STRUCTURAL STEEL 05-500 MISCELLANEOUS METALS 06-100 ROUGH CARPENTRY 06-200 FINISH CARPENTRY 07-100 CAULKING & WATERPROOFING 07-500 ROOFING 08-101 DOORS, FRAMES & HARDWARE 08-800 ALUMINUM, GLASS & GLAZING 09-220 STUCCO 09-250 DRYWALL 09-300 FLOORING 09-310 COUNTERTOPS 09-510 CEILINGS 09-900 PAINTING 10-001 BUILDING SPECIALTIES 10-800 TOILET PARTITICNS & ACCESSORIES 11-001 EQUIPMENT 15-300 FIRE PROTECTION 15-400 PLUMBING 141,600 9,800 42,960 141,600 4,000 56,760 184,651 164,651 53,000 53,030 7,000 7,000 22,500 22,500 1,115, 000 1,115, 000 5 144 -81 25,000 25,000 5 3.25 30,000 30,000 5 3.90 32,000 32,030 5 4.16 3,500 3,500 5 0.45 161,000 161,000 5 20.91 15,000 15,000 5 1.95 148,834 148,834 5 1933 61,600 61,600 5 8.00 145,000 145,000 5 18.83 282,000 282,000 5 36.62 177,000 177,000 5 22.99 220,000 220,000 5 28-57 80,000 80,000 5 1039 7,627 7,627 5 0.99 68,000 68,000 5 8.83 3,100 3,100 5 0.40 4,000 4,000 5 0.52 80,400 80,400 5 10A4 50,000 50,000 5 6.49 209,000 209,000 5 27.14 5 5 5 5 5 5 18.39 7.37 23.98 6.88 0.91 2.92 3.16% 1-27% 4.13% 1.18% 0.16% 0.50% 0.00% 24.92% 0.56% 0.67% 0.72% 0.08% 3.60% 0.34% 3.33% 1.38% 3.24% 6.30% 3.96% 4.92% 1.79% 0.17% 1.52% 0.07% 0.09% 1.80% 1.12% 4.67% 15-700 HVAC - - 291,000 291,000 5 37.79 6.50% 16-001 ELECTRICAL - - 375,000 375,000 5 48.70 8.38% 18-117 DESIGN AND PERMITTING FEES - 4,800 4,B00 5 0.62 0.11% SUB TOTALS 41 151,400 42,960 3,860,012 5 4,054,372 5 526.54 90.61% 19-100 OVERHEAD 5.00% 202,719 5 26.33 4.53% 19-200 PROFIT 4.00% 162,175 5 21.06 3.62% SUBTOTALSM2 5 4,419,265 5 573.93 98.77% 18-250 OWNER CONTINGENCY 0.00% - 5 - 0.00% 18-251 MCC CONTINGENCY 0.00% - 5 0.00% 18-253 CDNCURRENCY & IMPACT FEES BY OWNER 5 0.00% 18-300 PERMITTING & C.O. FEE ALLOWANCE BY OWNER 5 0.00% 18-302 THRESHOLD & SPECIAL INSPECTIONS BY OWNER 5 - 0.00% 18-303 MCC PERFORMANCE & PAYMENT BOND 0.90% EXCLUDED 5 - 0.00% 18-305 BUILDERS RISK PREMIUMS & DEDUCTIBLES BY OWNER 5 - 0.00% 18-306 GENERAL LIABILITY INSURANCE 1.25% 55,241 5 7.17 1.23% TOTAL ESTIMATED CONSTRUCTION COST 5 4,474,506 5 58110 100.00% EXHIBIT E Proposed Budget Soft Costs Architect $160,000 Design $15,000 Engineers $120,000 Private Provider $90,000 Expeditor $35,000 Legal $120,000 Construction Liability Insurance $95,000 Derm Impact Fees $200,000 Wasa Impact fees $400,000 Parking Waivers-Wynwood BID $175,000 City Impact Fees $80,000 Permit Fees $650,000 Project Manager $80,000 Contingency $100,000 Payment and Performance Bond $39,773 Sub Total $2,359,773 Hard Costs Construction Project Staff $141,600 General Requirements $56,760 Demolition &Trenching $184,651 Site Work $53,000 Earthwork $7,000 Paving, Curbs & Walks $22,500 Concrete Shell $1,115,000 Masonry $25,000 Structural Steel $30,000 Roofing $148,834 Misc Metals $32,000 Rough Carpentry $3,500 Finish Carpentry $161,000 Countertops Ceilings $80,000 $7,672 Waterproofing $15,000 Drywall $177,000 Plumbing $209,000 HVAC $ 291,000 Electrical $375,000 Doors and Hardware $61,600 Window, Glass, Glazing $145,000 Flooring, (Tiling, wood, subflooring) $220,000 Sprinklers/ Fire suppression system $50,000 Painting $68,000 Bathroom partitions & Accessories $4,000 Appliances/Furnishings/toilets/sinks $300,000 Equipment $80,000 GC Overhead 5% $202,719 GC Profit 4% $162,175 Misc: Landscaping/Arborist $65,000 Mural $50,000 Exterior branding/signage $15,000 Kush Kitchen Equipment (Ansul, hood, grease trap, walk-in, etc) $100,000 Commercial Lighting $85,000 Su btota I $4,744,011 Total Project Buildout Costs $7,103,784 ### EXHIBIT Historic &Existing Condition Photos Interior and Exterior photos ofthe existing conditions of the building showing the extensive damage, and repairs necessitated. EXHIBIT G Whitey Bulger Arrested in Miami Beach in 1955 Article Whitey Bulger Arrested in Miami Beach in 1955 James "Whitey" Bulger mug shot. The featured photo is a mug shot of James "Whitey " Bulger after being https://miami-history.com/photos/whitey-bulger-arrested-in-miami-beach-in-1955/ 6/17/24, 2:51 PM Page 1 of 4 arrested in Miami Beach on December 2, 1955. Years later, Bulger became the boss of the Winter Hill Gang in Boston until he went into hiding in December of 1994. He remained at large for sixteen years until he was found and arrested in Santa Monica, California on June 22, 2011. More than a decade prior to Bulger's arrest in Miami Beach, he lived in a rooming house on North Miami Avenue in Miami. Starting at a very young age, James was constantly in trouble. In 1944, at the age of fifteen, Bulger left Boston for Miami. Given his troubles in Boston, he probably left for a change of scenery and a fresh start. Johnnie & Mack Auto Body He lived in Miami for two years and worked painting cars at Johnnie & Mack Auto Body Shop. The shop was well known in Miami with the slogan "Johnnie & Mack down by the track". It was located at 74 NE 20th Street, which was just east of the FEC Railroad tracks on 20th Street, which is where it got its catch phrase. While his actual address wasn't known during his time in Miami, Bulger may have resided at the Dubbins Apartments. The apartment building was Miami History 27,781 followers https://miami-history.com/photos/whitey-bulger-arrested-in-miami-beach-in-1955/ 6/17/24, 2:51 PM Page 2 of 4 located at the corner of North Miami Avenue and 20th Street. The Dubbins Apartment building was operating as a rooming house during the mid-1940s. It was located a short distance from where Bulger worked. The 1924 building still rents apartments today, and it also is the location of the popular Kush restaurant located on the ground level. Bulger returned to Boston in 1946 and was arrested and sentenced to juvenile reformatory in 1947. He was seventeen at the time of his arrest for unarmed robbery. James was released from the reformatory in 1948 and joined, served and was discharged from the Air Force prior to returning to Miami in 1955. Jewel Trial Is Delayed Trial of a young couple, picked up for questioning about a Boa. ton jewel robbery, on charges of vagrancy has been postponed un. til Wednesday. Judge Albert Seperateln of MI. am! Beaoh municipal court grant. ed the delay Monday on the re• quest of police officials, who a r e awaiting information from Boston police on whether t h couple is wanted. James Bulger and Jacqueline McAuliffe, both 26, were pinked up and jailed last week at the Beaoh after they allegedly (stashed, then removed a pouch of jewels in a safety deposit box. The pouch hasn't been located. The pair is out on bond. Article in Miami Herald on December 6, 1955 Although the Miami Herald article on Bulger's 1955 arrest indicated he was detained for robbing a jewelry store, he clarified the story. According to correspondence with author Avi Bash, Bulger stated that he was followed for suspicion of possessing stolen jewels. A bank employee, who watched Bulger open a safe deposit box, reported that he had a bag full of diamonds fall onto the floor. She told the police that he was suspicious. James believed she https://miami-history.com/photos/whitey-bulger-arrested-in-miami-beach-in-1955/ 6/17/24, 2:51 PM Page 3 of 4 concocted the story to give police probable cause. Bulger did possess stolen cash, but the police could not find any stolen diamonds. They ended up detaining him and his girlfriend on vagrancy charges. He was bailed out of jail and appeared before a judge a few days later. The judge dismissed the charges on the condition that the couple leave town immediately. Although Bulger did return to South Florida on a number of occasions later, he did comply with the judge's orders and left town after gathering his belongings. Read more information at "Organized Crime in Miami" by Avi Bash. Special thanks to Avi for providing additional background and permission to use the featured photo. Images: • Cover: Mug shot of James Bulger in 1955. Courtesy of Avi Bash. • Figure 1: Johnnie & Mack Auto Body at 72 NE 20th Street. Courtesy of Miami Memory Lane. • Figure 2: Article in the Miami Herald on December 6, 1955. Courtesy of Miami Herald. COPYRIGHT 20121 MIAMI-HISTORY.COM https://miami-history.com/photos/whitey-bulger-arrested-in-miami-beach-in-1955/ 6/17/24, 2:51 PM Page 4 of 4 Kush Renovation Priority Task Name G Kush Renovation Start Date End Date Assigned To Status % Done Duration Predece Notes snore 06/01/24 05/23/25 0% 256d - Stert date Final estimate complete Contract Signed - DenroNSon Demolition 2nd Floor Demolition of Roof - Structural Renovation 9 Footings 10 Steel Column Install 11 2nd Floor Beams 12 Remove 2nd Floor Braong 13 2nd plywood Booting 14 Root Level Steel Beams 15 Roof Metal Deck 18 Concrete Roof Deck Pour 17 I Repair Window Openings -Sills and Headers 07/12/24 082824 07/12/24 07/12/24 Zion Mass Complete 08/2824 08/28/24 Zion Mass Complete 082824 08/28/24 09/0524 06/0124 06/0124 07/12/24 072824 09/06/24 09/1324 092024 102124 11/1124 10/0124 0% 34d 0% 1d 0% 10 O9/1824 Haman 0% 18d 09/1024 Haman In Progress 0% 10d 09/1824 Haman In Progress 0% 10d 11/1124 0% 117d 07/1124 Haman In Progress 0% 30d 072524 Haman In Progress 0% 10d 9 O9/0524 Henan In Progress 0% 30d 10 09/1224 Homan In Progress 0% 5d 11 09/1924 Haman In Progress 0% 5d 12 10/18/24 Heenan In Progress 0% 21d 13 11/0824 Haman In Progress 0% 15d 14 11/1124 Haman In Progress 0% ld 15 10/1424 Haman In Progress 0% 10d +F Remidlata Exterior Wall CMU 10/1524 102124 Heenan In Progress 0% 5d 17 19 - Roo/ 11/0124 122324 0% 37d 2C Purchasing & Release 11/0124 11/0124 Haman In Progress 0% ld 21 TPO Delivery 11/0424 11/04/24 Homan In Progress 0% 1d 20 22 Upper roofing 11/05/24 112224 Homan In Progress 0% 14d 21 23 Over Roof Insulation 112524 112624 Hannan In Progress 0% 2d 22 24 Under Roof Insulation 112524 112724 Hannan In Progress 0% 3d 22 25 Flat Roofs 11/28/24 11/2924 Henan In Progress 0% 2d 24 26 Adhesives 112524 11/25/24 Haman In Progress 0% Id 22 27 Seams 1126/24 12/0224 Henan In Progress 0% 5d 26 28 Flashing and Sleet Metal 12/0324 12/1224 Herrman In Progress 0% Bd 27 29 Expansion Provision 12/13/24 12/1824 Henan In Progress 0% 2d 28 30 Coping Cap 12/17/24 122324 Heenan In Progress 0% 50 29 31 - Plumbing 01/0125 01/ 225 0% 18d 32 Ground work 01/0125 01/09/25 Heenan Not Started 0% 7d 33 Underground Sanitary 01/1025 01/1325 Haman Not Started 0% 2d 32 34 Underground Rain Leader Linea 01/1425 01/1425 Heinen Not Started 0% 1d 33 35 2nd Floor Rough Plumbing 01/1525 012225 Heenan Not Started 0% 80 34 36 , - Windows & Doss 10/1524 01/3125 0% 79d 37 Confirm MO & RO 2nd floor 10/1524 10/15/24 Homan Not Started 0% 1d 17 38 Release Windows 10/1624 112124 Homan Not Started 0% 27d 37 39 2nd Floor Window Install 112224 11/28/24 Heenan Not Started 0% 5d 38 40 Retell Storefronts MO 01/0125 01/0725 Heenan Not Started 0% 5d 41 Ground floor storefronts 01/0825 01/1425 Heinen Not Started 0% 5d 40 42 Doors Installation 01/1525 012725 Homan Not Started 0% 9d 41 43 Dos Accessories Installation 01/28/25 01/31/25 Heenan Not Started 0% 4d 42 44 - Drywall 012825 052325 0% 84d 45 Spray on Fire Proofing 2nd Fioo, 012825 02/03/25 Homan Not Started 0% 5d 42 Framing 02/0425 03/1125 Noah Not Started 0% 26d 45 Exported on September 10. 2024 3:28:59 PM EDT I'I ASS Page 1 of 2 Priority Task Name Start Date End Date Assigned To Status % Done Duration Predece Notes SSOrs 47 Spray on Flea PitnM1p 1st Floor 46 Framing Inspection 49 Install Insulation 50 Drywall Delivery 51 Install Orywaa 52 Tape 53 Hnish 54 Touch Up 55 - HVAC 56 Condenser Linea 57 Install Air Handlers & Mini Splits end Conned Unite 58 Duct Work Start Units 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 n 78 - Electrlcd Rough Electrical Final Electrical - Interior painting Cleaning & Masking CMU Wall Painting Interior wells & ceilings - Interior doors- hang & hardware Hang Install Hardware - FINAL Inspections plumbing, electrical, mechanical, Elevator. Windows Final inspection Wrap up Punch list & touch up Remove materials Deliver job book (Sub list. wanenty/instell paperwork etc.) Deliver keys Complete Exported an September 10, 2024 3:28:59 PM EDT 03/1225 03/19/25 03/2025 032725 032725 04/1725 04/2425 052225 02/0125 02/01/25 03/0725 04/1125 04/23/25 03/1225 03/12/25 04/02/25 04/30/25 Herron Haman Haman Haman Haman Haman Henan Homan Homan Homan Homan Homan Not Started Not Started Not Started Not Started Not Started Not Started Not Started Not Started Not Started Not Started Not Started Not Started Haman Not Started Homan Not Started 0% 20d 13d 04/3025 05/0225 Homan Not Started 3d 62 05/0525 05/16/25 Haman Not Started 10d 64 05/0525 05/1625 Homan Not Started 10d 64 04/0225 05/0525 0% 24d 04I0225 04/1125 Homan In Progress 0% 8d 04/1425 05/05/25 Homan In Progress 0% 16d 05A825 05/0725 05/0625 050625 Haman Not Started 1d 69 05/0725 0510725 Heenan Not Started 1d 71 05/0725 05/21/25 11d 05/0725 05/13/25 Haman Not Started 5d 71 05/14/25 05/1525 Heiman Not Started 2d 74 05/16/25 052025 Homan Not Started 3d 75 05/2125 05/2125 Henan Not Started 1d 76 052125 05/21/25 0 77 0% 5d 0% Id 0% 5d 0% 2d 0% 15d 0% 5d 0% 20d 0% 2d 0% 59d 0% 25d 0% 25d 0%8d 0% 1d 0% 35d 46 47 48 46 40 51 52 53 56 57 58 03/18/25 03/1925 0326/25 032825 04/16/25 042325 052125 0512325 042325 03/06/25 04/10/25 04/2225 042325 042925 04/01/25 04/29/25 05/16/25 0% 15d 2d 46 61 61 66 OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY INTER -OFFICE MEMORANDUM To: Isiaa Jones, Executive Director Date: December 18th, 2024 From: Jesly De Los Santos Executive Assistant File: Kush Korner Subject: Reduction in Residential Units Due to Staircase Redesign This memo addresses the change in the number of residential units at 2003 N Miami Avenue from the initially proposed eleven units to the final plan of ten units. This adjustment was necessitated by unforeseen circumstances encountered during the renovation process, specifically concerning the building's main staircase. During the assessment phase of the project, it became apparent that the existing staircase did not meet current building code requirements, nor did it comply with the Americans with Disabilities Act (ADA) standards for accessibility. The original staircase was significantly narrower than current code allows, presenting both a safety hazard and an accessibility barrier. To rectify this, the staircase needed to be widened considerably, almost doubling its original size. This necessary expansion of the staircase impacted the layout of the second floor, where it encroached upon the space originally designated for one of the residential units. After careful consideration and consultation with the architects, FOR Architecture & Design, and the general contractor, MASS Construction, it was determined that the most viable solution was to remove the affected apartment unit entirely. This decision, while resulting in a reduction of one unit, ultimately allows for a more functional and comfortable layout for the remaining ten units. While the total number of units has been slightly reduced, this change has resulted in several significant improvements to the building: We believe that this modification, while unexpected, has ultimately resulted in a superior outcome for the project. The enhanced safety, improved accessibility, and better overall fit of the ten units outweigh the reduction in the total number of apartments. We are confident that this revised plan will contribute positively to the revitalization of this historic building and serve the needs of the community more effectively. EXHIBIT "C" BUDGET Proposed Budget Soft Costs Architect $160,000 Design $15,000 Engineers $120,000 Private Provider $90,000 Expeditor $35,000 Legal $120,000 ,Construction Liability Insurance, $95,000 berm Impact Fees $-200,000 Wasa Impact fees $400,000 Parking Waivers-Wynvvood BID. $175,000 City -.:Impact Fees $80,000 Permit Fees $650,000 Project Manager $80,000 Contingency $100,000 Payment and Performance Bond $39,773 Sub Total_ $2,359,773 Hard Costs Construction Project Staff $141,600 General Requirements $56,760 Demolition &Trenching $184 651 Site Work $53,000 Earthwork $7,000 Paving, Curbs & Walks $22,500 Concrete SheII $1,115,000 Masonry $25,000 Structural Steel $30,000 Roofing $148,834 Misc Metals $32,000 Rough Carpentry $3,500 Finish Carpentry $161,000 Countertops $80,000 Ceilings- :` $7,672 Waterproofing $15,000 Drywall $177,000 Plumbing $209,000 HVAC $291,000 Electrical $375,000 Doors and Hardware $61,600 Window, Glass, Glazing $145,000 Flooring, (Tiling, wood, subflooring) $220,000 Sprinklers/ Fire suppression system $50,000 Painting $68,000 Bathroom_ partitions :& Accessories $4,000 Appliances/Furnishings/toilets/sinks $300,000 Equipment $80,000 GC Overhead 5% $202,719 GC Profit 4% $162,175 Mist: Landscaping/Arborist $65,000 Mural $50,000. Exterior branding/signage $15,000 Kush KitchenEquipment (Ansul, hood, grease trap, walk-in, etc) $100,000 Commercial Lighting $85,000 Subtotal $4,744,011 Total Project Buildout Costs $7,103,784 EXIT "D" CORPORATE RESOLUTION CERTIFICATE OF AUTHORITY STATE OF FLORIDA SS / EIN: 87-3013578 COUNTY OF MIAMI-DADE I HEREBY CERTIFY that a meeting of the members KUSH PROPERTY LLC, a Florida Limited Liability Company (the "Company"), whose mailing address is 2911 GRANDE AVE STE 400D, Miami, FL 33133 organized and existing under the laws of the State of Florida held on f 7 , of -De@2024, the following resolution was duly passed and adopted: "RESOLVED the following: 1. Kush Property LLC is the sole owner of the property that is physically located within the boundaries of the Omni CRA at 2003 N. Miami Ave. Wynwood, FL 33127. 2. Kush Property LLC is wholly owned and operated by Kush Hospitality Group LLC (1%) and Matthew J. Kuscher (99%), Authorized Members of Kush Property LLC. 3. Matthew J. Kuscher the authorized member of Kush Property LLC be and is hereby authorized to apply for, accept and execute all documents in connection with (1) that certain $3,100,000.00 grant, made by the Omni Redevelopment District Community Redevelopment Agency ("CRA") to the Company and dated on or about the date hereof." I further certify that said resolution is now in full force and effect. IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the day and year first above written. (Printed typed or stamped commissioned) Kush Property LLC a Florida Limited Liability Company By ffe/(X- Print Name: Matthew J. Kuscher Title: Manager Sworn to and subscribed before me this 19- day of beCc*YLI' 2024, by Matthew Kuscher, Authorized Member of Kush Property LLC, on behalf of said entity who is ( ) personally known by me or X has provided the following identification FL- DeWerL.t`densCi FRANCES LLOP-NOY MY COMMISSION # HH 389636 EXPIRES: August 21, 2027 (Printed, typed or stamped commissioned Notaryublic — State of Florid My commission expires g EXHIBIT "E" AFFIRMATIVE MARKETING PROCEDURES AND RESPONSIBILITIES EXHIBIT "E" AFFIRMATIVE MARKETING PROCEDURES AND RESPONSIBILITIES I. Purpose and Goals This Affirmative Marketing Procedure and Responsibilities (the "Plan") aims to ensure compliance with all applicable fair housing laws and regulations, including but not limited to specific federal, state, and local fair housing laws, e.g., the Fair Housing Act (42 U.S. Code §§ 3601-3631), the Americans with Disabilities Act (42 U.S. Code §§ 12101-12213), and relevant state and local statutes and ordinances, to promote diversity among the residents (the "Development"). This Plan seeks to actively eliminate discriminatory practices, mitigate the effects of past discrimination related to insured housing, and attract a diverse tenant population, with particular outreach to underrepresented groups, including those based on race, color, national origin, religion, sex (including sexual orientation, gender identity, and gender expression), disability, familial status, or the presence of children in a household, while maintaining the existing working-class character of the neighborhood and preventing displacement. Maintaining the neighborhood's character involves preserving its current socio- economic composition and preventing significant changes to its existing demographics. Preventing displacement means ensuring that current residents are not forced to relocate due to rising housing costs or other factors related to the Development. II. Nondiscrimination and Accessibility Policy The Owner and Property Manager will not discriminate against any applicant or resident based on race, color, national origin, religion, sex (including sexual orientation, gender identity, and gender expression), disability, familial status, or the presence of children in a household. The Owner and Property Manager will comply with all applicable federal, state, and local fair housing laws, including but not limited to specific federal, state, and local fair housing laws. III. Training The Owner and Managing Agent will provide comprehensive training to all property management staff on all relevant fair housing laws, regulations, and this Plan. Training will cover marketing, outreach, data collection, reporting, record keeping, and the Development's Affirmative Marketing Plan. Training will occur annually and will include but not limited to specific training details, e.g., specific topics covered, training materials used, duration of training sessions, and methods of evaluating training effectiveness. IV. Marketing and Outreach Strategies A. Advertising a) Community Contacts: The Property Owner will engage the following community contacts to facilitate outreach to the target population. The Managing Agent will contact local civic and community organizations representative of the ethnic and cultural diversity of the area in order to disseminate information about the Development. Groups representing the handicapped and the elderly will also be contacted. Where necessary and in consultation with the Owner, the Managing Agent will publish its marketing materials in multiple languages in order to better reach potential applicants in the area with language limitations. b) Advertising Methods: The Property Owner will utilize the following advertising methods to reach the target population: The applicant shall state: the type of media to be used, the names of newspaper/call letters of radio or TV stations; the identity of the circulation or audience of the media identified in the Plan (e.g., White, Black or African American, American Indian or Alaska Native, Asian, Native Hawaiian or Other Pacific Islander, Hispanic or Latino, persons with disabilities, families with children, and religious affiliation), and the size or duration of newspaper advertising or length and frequency of broadcast advertising. Community contacts include individuals or organizations that are well known in the housing market area or the locality that can influence persons within groups considered least likely to apply. Such contacts may include, but need not be limited to: neighborhood, minority and women's organizations, grass roots faith -based or other community -based organizations, labor unions, employers, public and private agencies, disability advocates, schools and individuals who are connected with these organizations and/or are well known in the community. Copies of all advertisements and marketing materials will be provided to the CRA. C. Fair Housing Information The Property Owner will comply with all applicable fair housing laws and regulations, including Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975, Title VIII of the Civil Rights Act of 1968, and the Americans with Disabilities Act (ADA). The Fair Housing Poster will be prominently displayed in the rental office. This Affirmative Marketing Plan will be available for public inspection. V. Application Process A. Application Availability Applications will be available online, at the property management office, and through community partners. Applications will be provided in multiple languages, including Asian languages, as needed. In accordance with City of Miami Ordinance No. 13491, written notice will be provided to the Directors of Housing & Community Development and the Zoning Department concurrently with regular notices of unit availability. B. Screening Criteria Eligibility criteria, including income requirements, rental history, and background check procedures, will be clearly outlined and provided to all applicants. Applicants will receive a detailed explanation of the application process and timeline. VI. Monitoring and Evaluation A. Data Collection The demographics of applicants and tenants will be tracked to ensure diversity and compliance with fair housing laws. Data collection methods will include but limited to application forms, tenant surveys, etc. Feedback will be collected from applicants and tenants to identify areas for improvement. B. Regular Review Marketing and outreach efforts will be reviewed regularly to assess their effectiveness and adjust strategies as needed. Reviews will occur semiannually. VII. Community Engagement A. Resident Programs Support services for tenants, such as referrals to financial literacy workshops, job training programs, and community -building activities, will be offered. Partnerships with local organizations will be established to provide resources and services to residents. B. Communication Open communication with tenants will be maintained through regular visits, meetings, and a suggestion box. VIII. Record Keeping Records of all marketing and outreach efforts, including copies of advertisements, partnership agreements, and application materials, will be maintained. Up-to-date records based on census data, applications, surveys about community residents, applicants, residents of the project, and records about tenant selection or rejection will be kept. The Omni CRA staff will have access to all pertinent records for compliance monitoring. An Affirmative Marketing file will be maintained containing advertisements, flyers, and other public information documents demonstrating the use of the appropriate logo and language. IX. Term of Plan This Plan will be in effect for the thirty (30) year Affordability Period of the Forgivable Loan Agreement. The plan will be reviewed and updated as needed, or as required by the CRA. Authorized Representative Signature: Print Name: j'i Kin/ 144 Title: OPie L [2117kY Date STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of ® physical presence or 0 online notarization, this 11- day of C°GG 20 by KeicLI lietta 14A5L14[ of gusk RDP a tiled. corporation, on behalf of the corporatio . He/she is personally known to me or has produced rt.. D/IV1 14-aprsei as identification. [Notary Seal]: ; � .v.;:k: PRANCES LLOP-NOY MY COMMISSION # HH 389638 •:;F�FF�oP. EXPIRES:August 21, 2027 ature of otary EXHIBIT "F" FORM OF MORTGAGE AND NOTE Prepared by, and after recording return to: George K. Wysong III, Esq. General Counsel for the Omni CRA City Attorney, City of Miami 444 S.W. 2nd Avenue' Miami, FL 33130-1910 Tel: (305) 416-1800 Property Address: 2003 North Avenue Miami, Florida MORTGAGE AND SECURITY AGREEMENT FOR REHABILITATION PROJECT AT 2003 N MIAMI AVENUE, MIAMI, FLORIDA THIS MORTGAGE AND SECURITY AGREEMENT — CONSTRUCTION LOAN (hereinafter referred to as the "Mortgage"), is executed and delivered the / 64-k day of �e����►x,� , 2024 by KUSH PROPERTY LLC, a Florida limited liability company, whose principal address is c/o Joe Jackson, 4621 Ponce de Leon Boulevard, Coral Gables, Florida 33146-2185 (hereinafter collectively called "Mortgagor"), to the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal office located at 1401 N. Miami Avenue, Miami, FL, 33136 (hereinafter called "Mortgagee"). WITNESSETH THAT: FOR GOOD AND VALUABLE CONSIDERATION and also in consideration of the aggregate sum named in the promissory note from the Mortgagor in favor of the Mortgagee, in the original principal amount of Three Million One Hundred Thousand and 00/100 Dollars ($3,100,000.00) (the "Note"), the Mortgagor does grant, bargain sell, alien, remise, release, convey and confirm unto the Mortgagee, in interest, that certain tract of land which the Mortgagor is now seized and possessed and in actual possession, situate in Miami -Dade County, State of Florida, legally described as follows: SEE EXHIBIT "A" ATTACHED HERETO TOGETHER WITH all structures and improvements now and hereafter located thereon, the rents, issues and profits thereof, all furniture, furnishings, fixtures and equipment now located thereon, and also all gas and electric fixtures, heaters, air conditioning, equipment, machinery, motors, baths, tubs, sinks, water closets, faucets, pipes and other plumbing and heating fixtures, refrigerators, blinds, and other window treatments, which are now or may hereafter pertain to or be used with, in or on said premises, and which, even though they be detached or detachable, are and shall be deemed to be fixtures and accessions;to the freehold and a part of the realty, and all additions thereto and replacements thereof, which real property, improvements and personalty shall hereinafter collectively be referred to as the "Mortgaged Property". TO HAVE AND TO HOLD the same, together with all tenements and hereditaments and appurtenances, unto the Mortgagee in ownership estate. The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of an estate in the Mortgaged Property that the "Mortgagor has full power and lawful right to convey as aforesaid; that the Mortgaged Property is free from all encumbrances except as specified on Exhibit "B" hereto; that the Mortgagor will make such further assurances to perfect the fee simple title to the Mortgaged Property in the Mortgagee as may reasonably be required; and that the Page 1 of 15 Mortgagor does hereby fully warrant the title to the Mortgaged Property, and will defend the same against the lawful claims of all persons claiming by, through, or under Mortgagor, but against none other. PROVIDED ALWAYS, that if the Mortgagor shall either (i) comply with the terms of the Loan Agreement (as defined below) providing for the forgiveness of the Note, or (ii) pay unto the Mortgagee or otherwise perform and fulfill its obligations with respect to the indebtedness and obligations evidenced by the Note, and shall perform, comply with and abide by each and every one of the stipulations, agreements, conditions and covenants of the Note, this Mortgage and the Construction Forgivable Loan Agreement by and between Mortgagor and Mortgagee and dated on or about the date hereof (the "Loan Agreement") and the other loan documents executed in connection herewith and therewith (hereinafter jointly referred to as the "Loan Documents"), then this Mortgage and the estate thereby created shall cease and be null and void. AND THE MORTGAGOR HEREBY COVENANTS AND AGREES AS FOLLOWS: 1. PERFORMANCE OF NOTE AND MORTGAGE. In the event that the Mortgagor fails to comply with the terms of the Loan Agreement providing for the forgiveness of the Note, then the Mortgagor shall pay or otherwise fully perform its obligations with respect to the payment of all and singular the principal, interest and other sums of money payable by virtue of the Note and this Mortgage, or either, promptly on the days when the same severally become due and payable, and shall perform, comply with and abide by each and every of the stipulations, agreements, conditions and covenants set forth in the Note, this Mortgage and the Loan Documents. 2. TAXES AND OTHER CHARGES. The Mortgagor shall pay when due and payable and before any interest, charge or penalty is due thereon, without any deduction, defalcation or abatement, all taxes, assessments, levies, liabilities, obligations, encumbrances, water and sewer rents and all other charges or claims of every nature and kind which may be imposed, suffered, placed, assessed, levied, or filed at any time against this Mortgage, the Mortgaged Property or any part thereof or against the interest of the Mortgagee therein, or which by any present or future law may have priority over the indebtedness secured hereby either in lien or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or hereafter to be enacted imposing payment of the whole or of any part upon the Mortgagee; and insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record the same shall be promptly satisfied and discharged of record and the original official document (such as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall be placed in the hands of the Mortgagee no later than such dates; provided, however, that if the Mortgagor in good faith and by appropriate legal action shall contest the validity of any such items or the amount thereof, and shall have established on its books a reserve for the payment thereof in such amount as the Mortgagee may reasonably require, then the Mortgagor shall not be required to pay the item or to produce the required receipts: (a) while the reserve is maintained; and (b) so long as the contest operates to prevent collection, is maintained and prosecuted with diligence, and Page 2 of 15 shall not have been terminated or discontinued adversely to the Mortgagor. The Mortgagor shall furnish the Mortgagee with annual receipted tax bills evidencing payment within ninety (90) days from their initial due date. 3. Intentionally Deleted. 4. ATTORNEYS' FEES AND COSTS. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Mortgage, each party shall be responsible for its own attorney's fees. 5. INSURANCE. The Mortgagor shall keep the buildings and improvements now or hereafter erected on the Mortgaged Property continuously insured under a policy or policies providing coverage on an "all risk" basis, in a sum not less than full insurable value, including flood insurance if requested by the Mortgagee, in a company or companies acceptable to the Mortgagee. The policy or policies of insurance shall be held by and be payable to the Mortgagee. In the event any sum of money becomes payable under such policy or policies, the Mortgagee shall have the option to receive and apply the same on account of the indebtedness secured by this Mortgage or to permit the Mortgagor to receive and use it, or any part thereof, for other purposes, without thereby waiving or impairing any equity lien or right under or by virtue of this Mortgage. In the event the Mortgagor fails to procure and maintain the insurance coverage required hereby, the Mortgagee may procure and pay for such insurance or any part thereof, without waiving or affecting its option to foreclose this Mortgage, or any right thereunder. Each and every such payment made by the Mortgagee shall be secured by this Mortgage; shall be due and payable on demand; and, shall bear interest from the date each such payment is made at the maximum rate permitted by law. Notwithstanding contained herein, Mortgagee will not exercise its option to receive and apply the insurance funds to the indebtedness if there has not been an event of default under the Loan Documents and Mortgagor demonstrates there are sufficient funds to rebuild, repair or restore the improvements on the Mortgaged Property. 6. CARE OF THE MORTGAGED PROPERTY. The Mortgagor shall exercise reasonable care in the maintenance of the Mortgaged Property, and shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof. In the event the Mortgagor fails to keep the Mortgaged Property in good repair, the Mortgagee may make such repairs as it may deem necessary in its sole discretion for the proper preservation thereof, and the full amount of each such payment shall be due and payable with interest at the maximum rate permitted by law on demand, and shall be secured by the lien of this Mortgage. 7. EXISTING/OTHER MORTGAGES AND OBLIGATIONS. Any default in the payment or terms and conditions of any existing or other mortgage(s), or any modification and/or acceptance of future advances from any existing or other mortgage(s), other than in connection with the Permitted Senior Financing without notice and approval of Mortgagee, shall constitute a default hereunder and the Mortgagee, at its option, may declare all sums due and payable and accelerate the entire indebtedness. The Mortgagee may, at its option, and without waiving its right to accelerate the indebtedness hereby secured and to foreclose the same, pay either before or after delinquency any or all of those certain obligations required by the terms hereof to Page 3of15 be paid by the Mortgagor for the protection of the Mortgage security or for the collection of the indebtedness hereby secured. All sums so advanced or paid by Mortgagee shall be charged into the mortgage account, and every payment so made shall bear interest from the date thereof at the delinquent rate specified in said Note, and become an integral part thereof, subject in all respects to the terms, conditions and covenants of the aforesaid Note, and this Mortgage, as fully and to the same extent as though a part of the original indebtedness evidenced by said Note and secured by this Mortgage, excepting however, that said sums shall be repaid to the Mortgagee within fifteen (15) days after demand by the Mortgagee to the Mortgagor for said payment. 8. INSPECTION. The Mortgagee, and any persons authorized by the Mortgagee, shall have the right at any time, upon reasonable notice to the Mortgagor, to enter the Mortgaged Property at a reasonable hour to inspect and photograph its condition and state of repair, subject to the rights of tenants under the terms of their leases. 9. ACCELERATION OF MATURITY. That (a) in the event of any breach of this Mortgage or default on the part of the Mortgagor, which is not cured within thirty (30) days following written notice from the Mortgagee, or if such default cannot practicably be cured within thirty (30) days, then within such additional time as may be required to effect a cure, so long as (i) the cure is commenced within thirty (30) days and is diligently prosecuted and (ii) the lack of a cure during such continuing cure period has no material adverse effect on the Mortgaged Property, or (b) in the event any of said sums of money herein referred to be not promptly and fully paid within fifteen (15) days next after the same severally become due and payable, without demand or notice; or (c) in the event each and every stipulation, agreement, condition and covenants of the Note, this Mortgage, or any of the Loan Documents, are not duly, promptly and fully performed, discharged, executed, effected, completed, complied with and abided by, following the applicable notice and cure periods; or (d) in the event the Mortgagor shall fail, within ten (10) days written notice by the Mortgagee to execute a Mortgagor's certificate in favor of any assignee or prospective assignee of the Mortgagee's interest hereunder which certificate shall contain such acknowledgments, affirmations, and covenants as may be reasonably required to enable the Mortgagee to assign their interest hereunder, or (e) upon the rendering by any court of last resort of a decision that an undertaking by the Mortgagor as herein provided to pay taxes, assessments, levies liabilities, obligations and encumbrances is legally inoperative or cannot be enforced, or in the event of the passage of any law changing in any way or respect the laws now in force for the taxation of mortgages or debts secured thereby, or the manner of collection of any such taxes, so as to materially adversely affect this Mortgage or the debt secured hereby; or (f) in the event there exists an event: of default under and pursuant to the terms of any other obligation of any kind -or nature whatsoever of the Mortgagor to the Mortgagee, direct or contingent, whether now existing or hereafter due, existing, created or arising, then in either or any such event, the said aggregate sum mentioned in said Note then remaining unpaid, with interest accrued, and all monies secured hereby shall become due and payable forthwith, or thereafter, at the option of the Mortgagee, as fully and completely as if all of the sums of money were originally stipulated to be paid on such day, anything in the Note and/or in this Mortgage to the contrary.notwithstanding; and thereupon or thereafter, at the option of the Mortgagee, without notice or demand, suit at law or in equity, therefore, or thereafter begun, may be prosecuted as if all money secured hereby had matured prior to its institution. Page 4of15 10. NO ADDITIONAL FINANCING. Except as set forth in Section 5.17 ("Permitted Senior Financing") of the Loan Agreement, the Mortgagor hereby covenants and agrees that Mortgagor shall not procure any other financing in connection with the Mortgaged Property without the prior written consent of the Mortgagee, such consent not to be unreasonably withheld, conditioned or delayed. 11. DEFENSE OF MORTGAGED PROPERTY AND MORTGAGE. If any action or proceeding shall be commenced by any person other than the Mortgagee, and the Mortgagee is made a party, or in which it shall become necessary for the Mortgagee to defend or take action to uphold or defend the lien of this Mortgage, all sums paid or incurred by the Mortgagee for the expense of any litigation, including court costs and reasonable attorneys' fees incurred in any trial, appellate, and bankruptcy proceedings, to prosecute or defend the rights and liens created by this Mortgage shall be paid by the Mortgagor, together with interest thereon at the maximum rate permitted by law from the date thereof, and any such sum and interest thereon shall be a claim upon the Mortgaged Property, attaching or accruing subsequent to the lien of this Mortgage, and shall be secured by the lien of this Mortgage. 12. CONDEMNATION. In the event the Mortgaged Property or any part thereof shall be condemned under the power of eminent domain, the Mortgagee shall (in the event that (i) such taking shall prevent the Mortgagor from being able to operate the Mortgaged Property in a manner substantially consistent to the manner operated prior to such taking, and (ii) there are not sufficient funds from any award in connection with such taking to rebuild, repair or restore the improvements on the Mortgaged Property) have the right to demand that all damages awarded for such taking be paid to the Mortgagee and shall be entitled to receive same, up to the aggregate amount then remaining unpaid on the Note and this Mortgage, and any such sums shall be applied to the payments last payable thereof. 13. SUBROGATION. To the extent of the indebtedness of the Mortgagor to the Mortgagee as described in the Note, the Mortgagee shall be subrogated to the lien and the rights of the owners and holders of each and every mortgage, lien or other encumbrance on the Mortgaged Property which is paid or satisfied, in whole or in part, out of the proceeds of the Note. The respective liens of such mortgages, liens or other encumbrances shall be and are hereby security for the Note, as if they had been regularly assigned, transferred, and delivered unto the Mortgagee, notwithstanding the fact that the same may be set aside and canceled of record. It is the intention of the parties hereto that the prior mortgages, liens or other encumbrances will be satisfied and canceled of record by the holders thereof at or about the time of the recording of this Mortgage. 14. APPOINTMENT OF RECEIVER. At any time while a suit is pending to foreclose or to reform this Mortgage or to enforce any claims arising hereunder, the Mortgagee may apply to a court of appropriate jurisdiction for the appointment of a receiver, and such court shall forthwith appoint a Receiver of the Mortgaged Property, including all and singular the income, profits, rents, issues and revenues from whatever source derived. The Receiver shall have all the broad and effective functions and powers in anywise entrusted by a court to a Receiver, and Page 5 of 15 such appointment shall be made by such court as an admitted equity and as a matter of absolute right to the Mortgagee without reference to the adequacy or inadequacy of the value of the Mortgaged Property, or to the solvency or insolvency of the Mortgagor or the Defendants. All income, profits, rents, issues and revenues collected by the Receiver shall be applied by such Receiver according to the lien of this Mortgage, and the practice of such court. 15. NO TRANSFER OF MORTGAGED PROPERTY. It is expressly agreed that should the Mortgagor convey title to the Mortgaged Property or, except as set forth in Section 6.5 of the Loan Agreement by and between Mortgagor and Mortgagee and dated on or about the date hereof, any legal or equitable interest therein, to any person, firm or corporation or shall permit or create any further encumbrances upon the Mortgaged Property without the prior written approval of the Mortgagee to such conveyance or encumbrance, all sums outstanding under the Note and secured by this Mortgage shall become immediately due and payable, at the option of the Mortgagee. 16. LEASES AFFECTING MORTGAGED PROPERTY. The Mortgagor shall comply with and observe its obligations as landlord under all leases affecting all or any portion of the residential apartment units (collectively, the "CRA Assisted Units"). Upon request, the Mortgagor shall furnish promptly to the Mortgagee executed copies of all such residential leases (each a "Residential Lease") now existing or hereafter created. Nothing contained in this Section or elsewhere in this Mortgage shall be construed to make the Mortgagee a mortgagee in possession unless and until the Mortgagee actually takes possession of the Mortgaged Property either in person or through an agent or receiver. To the extent not provided by applicable law, each Residential Lease of any CRA Assisted Unit, shall provide that, in the event of the enforcement by the Mortgagee of the remedies provided for by law or by this Mortgage, the lessee thereunder will, if requested by the Mortgagee or by any person succeeding to the interest of the Mortgagee as the result of said enforcement, automatically become the lessee of any such successor in interest, without any change in the terms or other provisions of the respective residential Lease (and the Mortgagee or such successor shall execute an agreement not to disturb such lessee, provided such lessee abides by all terms and provisions in the applicable Residential Lease); provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said Residential Lease not in excess of an amount equal to one (1) month's rental, or (ii) any amendment or modification in the lease made without the consent of the Mortgagee or any successor in interest. Each Residential Lease shall also provide that, upon request by said successor in interest, the lessee shall execute and deliver an instrument or instruments confirming its attornment. 17. ASSIGNMENT OF RENTS, ISSUES AND PROFITS. The Mortgagor does hereby bargain, sell, transfer, assign, convey; -set over and deliver unto the Mortgagee, as security for the payment and performance of all the terms and conditions of the Note and this Mortgage, and any and all amendments, extensions and renewals thereof, all Residential Leases now existing or which may be executed at any time in the future during the life of this Mortgage, and all Page 6 of 15 amendments, extensions and renewals of said Residential Leases and any of them, and all rents and other income which may now or hereafter be or become due or owing under the Residential Leases, and any of them, on account of the use of the CRA Assisted Units, it being intended hereby to establish a complete transfer of the Residential Leases hereby assigned and all the rents and other income arising thereunder and on account of the use of the Mortgaged Property unto the Mortgagee, with the right, but without the obligation, to collect all of said rents and other income which may become due during the life of the Note and this Mortgage. The Mortgagor agrees to deposit with the Mortgagee upon demand such Residential Leases as may from time to time be designated by the Mortgagee. Although it is the intention of the parties that this shall be a present assignment, it is expressly understood and agreed, anything herein contained to the contrary notwithstanding, that the Mortgagee shall not exercise any of the rights or powers herein conferred upon it except during the existence of an event of default (beyond any applicable grace, notice and/or cure periods) under the terms and provisions of the Note and this Mortgage, but upon the occurrence and during the continuance of any such event of default (beyond any applicable grace, notice and/or cure periods) the Mortgagee shall be entitled, upon notice to the tenants, to all rents and other amounts then due under the leases and thereafter accruing, and this Mortgage shall constitute a direction to and full authority to the tenants, lessees or other occupants of the CRA Assisted Units (hereinafter collectively referred to as the "Tenants") to pay all said amounts to the Mortgagee without proof of the default relied upon. The Tenants are hereby irrevocably authorized to rely upon and comply with any notice or demand by the Mortgagee for the payment to the Mortgagee of any rental or other sums which may be or thereafter become due under the leases, or for the performance of any of the Tenants undertakings under the leases and shall have no right or duty to inquire as to whether any such event of default (beyond any applicable grace, notice and/or cure periods)under this Mortgage has actually occurred or is then existing. 18. MORTGAGE CONSTITUTES SECURITY AGREEMENT. This Mortgage also constitutes a security agreement as defined under the Uniform Commercial Code. The Mortgagor hereby grants to the Mortgagee a security interest in and to all furniture, furnishings, equipment, machinery, and personal property of every nature whatsoever now owned or hereafter acquired by the Mortgagor located upon the Mortgaged Property together with all proceeds therefrom (except for rent, additional rent, and other proceeds received from the commercial and retail spaces located on the first (1st) floor of the building located on the Mortgaged Property) and as further described in an exhibit to the Security Agreement of even date herewith, if any. The Mortgagor shall execute any and all documents as the Mortgagee may request, including, without limitation, financing statements pursuant to the Uniform Commercial Code as adopted by the State of Florida, to preserve and maintain the priority of the lien created hereby on property which may be deemed personal property or fixtures. The Mortgagor hereby authorizes and empowers the Mortgagee to execute and file on behalf of the Mortgagor all financing statements and refilings and continuations thereof as the Mortgagee deems necessary or advisable to create, preserve or protect said lien. The Mortgagor and Mortgagee expressly agree that the filing of a financing statement shall never be construed as in anywise derogating from or impairing the express declaration and intention of the parties hereto that all such personality located on or utilized in Page 7 of 15 connection with the real property encumbered by this Mortgage shall at all times and for all purposes, in all proceedings both legal and equitable, be deemed a part of the real property encumbered by this Mortgage. 19. CARE OF PROPERTY. (a) The Mortgagor shall preserve and maintain the Mortgaged Property in good condition and repair. Except for: (i) repairs or replacements for ordinary wear and tear or in the ordinary course of management of the Mortgaged Property; (ii) tenant or similar improvements and upgrades; and (iii) repairs, replacements, or other restorations in the event of a casualty or condemnation that are performed in accordance with the Loan Agreement, the Mortgagor shall not remove, demolish, alter or change the use of any building, structure or other improvement presently or hereafter on the Land constituting any part of the Mortgaged Property without the prior written consent of the Mortgagee, such consent not to be unreasonably withheld, conditioned or delayed. The Mortgagor shall not permit, commit or suffer any waste, impairment or deterioration of the Mortgaged Property or of any part thereof, and will not take any action which will increase the risk of fire or other hazard to the Mortgaged Property or to any part thereof. The Mortgagor shall comply with all applicable local, state, and federal regulations in regards to the Property. (b) Except as otherwise provided in this Mortgage, no fixture, personal property or other part of the Mortgaged Property shall be removed, demolished or altered, without the prior written consent of the Mortgagee, such consent not to be unreasonably withheld, conditioned or delayed. The Mortgagor may sell or otherwise dispose of, free from the lien of this Mortgage, furniture, furnishings, equipment, tools, appliances, machinery, fixtures or appurtenances, subject to the lien hereof, which may become worn out, undesirable or obsolete, only if (i) they are no longer needed for the continued operation of the Mortgaged Property, or (ii) they are replaced immediately with similar items of at least equal value which shall, without further action, become subject to the lien of this Mortgage. 20. MORTGAGE SECURES INDEBTEDNESS. It is expressly agreed and understood that this Mortgage secures the indebtedness and the obligation of the Mortgagor to the Mortgagee with respect to the Note, as the same is evidenced by the Note, and all renewals, extensions and modifications thereof. This Mortgage shall not be deemed released, discharged or satisfied until the entire indebtedness evidenced by the Note is either (i) forgiven in accordance with the terms of the Loan Agreement or (ii) paid in full, or is otherwise satisfied in accordance with the Loan Agreement. 21. MORTGAGEE'S REMEDIES CUMULATIVE. The Mortgagor agrees that all rights of the Mortgagee hereunder shall be separate, distinct, and cumulative, and that none shall be in exclusion of the other, and that no act of the Mortgagee shall be construed as an election to proceed under any provision of covenant herein to the exclusion of any other, notwithstanding anything herein to the contrary. Page 8 of 15 22. FUTURE ADVANCES. Pursuant to the laws of the State of Florida, this Mortgage shall secure not only the existing indebtedness evidenced by the Note, but also such future advances as may be made by the Mortgagee to the Mortgagor in accordance with the Note, this Mortgage, or any other Loan Document executed in connection herewith, whether or not such advances are obligatory or are to be made at the option of the Mortgagee, or otherwise, and as are made within twenty (20) years from the date hereof, to the same extent as if such future advances were made on the date of the execution of this Mortgage. The total amount of indebtedness that may be so secured may decrease or increase from time to time, but the total unpaid balance so secured at one time shall not exceed two times the face amount of the Note, plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Mortgaged Property with interest on such disbursements at the rate designated in the Note to apply following a default thereunder. 23. INDEMNIFICATION. Except in connection with any matters arising out of the negligence or willful misconduct of the Mortgagee, the Mortgagor hereby protects, indemnifies and saves harmless the Mortgagee, its officers, directors, agents and employees, from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by or asserted against the Mortgagee or any of such persons by reason of (a) ownership of any interest in the Mortgaged Property or any part thereof, (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) any use, disuse or condition of the Mortgaged Property or any part thereof, or the adjoining sidewalks, curbs, vaults and vault space, if any, or any streets or ways, (d) any failure on the part of the Mortgagor to perform or comply with any of the terms hereof or of any of the Loan documents executed in connection herewith, or any inaccuracy in any representation or warranty made by the Mortgagor herein or in any of the Loan Documents executed in connection herewith, (e) any necessity to defend any of the right, title or interest conveyed by this Mortgage, (f) the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, (g) any subsidence or erosion of any part of the surface of the Mortgaged Property, including any shoreline or any bank of any river, stream, creek, lake, ocean or other water source, or (h) the location or existence of asbestos or any toxic or hazardous waste, chemicals, materials or substance on, at, in or under the Mortgaged Property or any part thereof. If any action, suit or proceeding is brought against the Mortgagee, or any of its officers, directors, agents or employees, for any such reason, the Mortgagor, upon the request of such party, will, at the Mortgagor's expense, cause such action, suit or proceeding to be resisted and defended by counsel reasonably satisfactory to the Mortgagee or such person. Any amounts payable to an indemnified party under this Section which are not paid within ten-(10) days after written demand therefor shall bear interest at the default rate of interest provided in the Note from the date of such demand, and such amounts, together with such interest, shall be indebtedness secured by this Mortgage. The obligations of the Mortgagor under this Section shall survive any defeasance of the Mortgage. Page 9 of 15 24. HAZARDOUS MATERIALS. Except for ordinary household cleaning materials and substances, the Mortgagor agrees that it will not use, generate, store or dispose of Hazardous Materials on the Mortgaged Property. For purposes hereof, "hazardous materials" include (but are not limited to) materials defined as "hazardous waste" under the Federal Resource Conservation and Recovery Act and similar state laws, or as "hazardous substances" under the Federal Comprehensive Environmental Response, Compensation and Liability Act and similar state laws. Hazardous materials include (but are not limited to) solid, semi -solid, liquid or gaseous substances which are toxic, ignitable, corrosive, carcinogenic or otherwise dangerous to human, plant or animal health and well-being. Examples of hazardous waste include paints, solvents, chemicals, petroleum products, batteries, transformers, and other discarded man-made materials with hazardous characteristics. The Mortgagee shall have all remedies at law and equity for failure of the Mortgagor to carry out the foregoing obligation, including but not limited to specific performance, damages, and court costs. This provision shall survive payment of the Note and termination of this Mortgage. Notwithstanding the foregoing or anything else in this Agreement to the contrary, the indemnifications contained in this Mortgage shall expressly exclude any matters arising (i) out of the negligence or willful misconduct of Lender, or (ii) solely from actions, inactions or other events or circumstances by persons other than Mortgagor or any affiliates of Mortgagors first occurring or arising after the Transition Date. "Transition Date" means the earlier of the following two dates: (a) the date on which the indebtedness and obligations secured by the Loan Documents have been paid in full (without possibility for disgorgement) or forgiven in accordance with the terms of the Loan Agreement; or (b) the date on which the lien of this Mortgage is fully and finally foreclosed or a conveyance by deed in lieu of such foreclosure is fully and finally effective and possession of the Mortgaged Property has been given to Mortgagee or any other purchaser or grantee free of occupancy and claims to occupancy by Mortgagor and its heirs, devisees, representatives, successors and assigns; provided that, if such payment, performance, release, foreclosure or conveyance is challenged, in bankruptcy proceedings or otherwise, the Transition Date shall not be deemed to have occurred until such challenge is validly released, dismissed with prejudice or otherwise barred by law from further assertion. 25. REPRESENTATIONS AND WARRANTIES. In order to induce the Mortgagee to make the Loan evidenced by the Note, the Mortgagor represents and warrants that: (a) there are no actions, suits or proceedings pending or, to the best of Mortgagor's actual knowledge, threatened against or affecting the Mortgagor or any portion of the Mortgaged Property, or involving the validity or enforceability of this Mortgage or the priority of its -lien, before any court of law or equity or any tribunal, administrative board or governmental authority, and the Mortgagor is not in default under any other indebtedness or with respect to any order, writ, injunction, decree, judgment or demand of any court or any governmental authority; (b) to the best of Mortgagor's knowledge and belief, the execution and delivery of the Note, this Mortgage and all other Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Mortgagor or any other person executing the Note, this Mortgage or other Loan Documents, nor (ii) result in a breach of, or constitute a default under, any indenture, bond, mortgage, lease, Page 10 of 15 instrument, credit agreement, undertaking, contract or other agreement to which the Mortgagor or such other person is a party or by which either or both of them or their respective properties may be bound or affected; (c) to the best of Mortgagor's knowledge and belief, the Note, this Mortgage and all other Loan Documents constitute valid and binding obligations of the Mortgagor and any other person executing the same, enforceable against the Mortgagor and such other person(s) in accordance with their respective terms; (d) there is no fact that the Mortgagor has not disclosed to the Mortgagee in writing that could materially adversely affect the property, business, or financial conditions of the Mortgage Property or any other collateral for the Loan; (e) the Mortgagor has duly obtained all permits, licenses, approvals and consents from, and made all filings with, any governmental authority (and the same have not lapsed nor been rescinded or revoked) which are necessary in connection with the execution and delivery of this Mortgage and any other Loan Document, the making of the Loan, the performance of its obligations under any Loan Document, or the enforcement of any Loan Document; and that all such representations and warranties shall survive the closing of the Loan and any bankruptcy proceedings. 26. SEVERABILITY OF INVALID PROVISIONS. In the event any provision of the Note and or this Mortgage should be held unconstitutional, illegal or unenforceable for any reason, such provision shall not affect, alter, or otherwise impair any other provision of the Note and or this Mortgage. 27. NO WAIVER. It is expressly agreed and understood that a waiver by the Mortgagee of any right or rights conferred to it hereunder with regard to any one transaction or occurrence shall not be deemed a waiver of such right or rights to any subsequent transaction or occurrence. It is further agreed that any forbearance or delay by the Mortgagee in the enforcement of any right or remedy hereunder shall not constitute or be deemed a waiver of such right or remedy. 28. GOVERNING LAW AND VENUE. This Mortgage shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Mortgage must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 29. HEADINGS. The headings of the articles, sections, paragraphs and subdivisions of this Mortgage are for convenience and ease of reference only, and are not to be considered a part hereof, and shall not limit or otherwise affect any of the terms or provisions hereof. 30. GENDER AND NUMBER. In- this Mortgage and the Note it secures, the singular shall include the plural and the masculine shall include the feminine and neuter. 31. PARTIES BOUND; NO ORAL MODIFICATIONS. Each and every of the terms, covenants and conditions contained herein shall be binding upon the parties hereto and their Page 11 of 15 successors, heirs, assigns and devisee. This Mortgage is not subject to modification other than by a written document or instrument executed by the party or parties to be charged with such modification. 32. CAPITALIZED TERMS. All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement and the Exhibits thereto. 33. - WAIVER OF TRIAL BY JURY. THE MORTGAGOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS MORTGAGE, OR ANY OF THE LOAN DOCUMENTS OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE EXTENDING THE LOAN SECURED BY THIS MORTGAGE. [Signature Page Follows] Page 12 of 15 IN WITNESS WHEREOF, the parties hereto have caused this Mortgage to be executed by the individual as duly authorized. WITNESSES: Address: Igo N aat i1knL +' x)ria, (A�c 'Fmk -Dave. 33306( Print Name: Ckntilik cc, Co4,--9 Address: 1100 ? ii t I1 iAax- 414 +LIARTNIato ibtAktL 3avi STATE OF FLORIDA ) MORTGAGOR: KUSH PROPERTY, LLC, a Florida limited liability company By: Matthew Kuscher, Manager Date: )//,/Z� ACKNOWLEDGMENT COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me on this day of DI,� v ker , 2024 by Matthew Kuscher, as Manager, KUSH PROPERTY LLC, a Florida limited liability company, who is personally known to me or who produced a ®river Uaderei as identification. My Commission Expires: Signature • f Notublic, State of Florida FRANCES LLOP-NOY MY COMMISSION # HH 389636 EXPIRES: August 21, 2027 VrAtibt4 LILY— Printed Name of Notary Pub1' Page 13 of 15 Exhibit A LEGAL DESCRIPTION OF THE PROPERTY 2003 N MIAMI AVE, MIAMI, FL FOLIO: 01-3125-000-0110 and 01-3125-000-0120 Full Legal Description 01-3125-000-0110: Beginning 285 feet South of the Northwest corner of the South 1/2 of the South 1/2 of the Southeast 1/4 of the Southeast 1/4 of Section 25, Township 53 South, Range 41 East, thence East 20 feet as a point of Beginning; thence run North 100 feet; thence run East to the West boundary of the right-of-way of the Florida East Coast Railway; thence along the West boundary of said right-of-way in the Southwesterly direction to a point due East of the Point of Beginning; thence West parallel with the North boundary line to the Point of Beginning; less the West 15 feet thereof, conveyed for street and/or sidewalk purposes, lying and being in Miami -Dade County, Florida. AND 01-3125-000-0120: Beginning at a point twenty (20) feet North of the South line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25, Township 53 South, Range 41 East, and thirty-five (35) feet East of the West line of said Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25; thence North parallel to and thirty-five (35) feet East of the said West line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25 a distance of thirty-two and eleven hundredth (32.11) feet, more or less, to a point; thence East a distance of twenty-nine and sixty-five hundredths (29.65) feet, more or less, to a point of intersection with the Westerly right of way line of the Florida East Coast Railway; thence Southerly along the said Westerly right of way line of the Florida East Coast Railway a distance of thirty-three and nineteen hundredths (33.19) feet, more or less, to a point of intersection with a line parallel to and twenty (20) feet North of said South line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25; thence West parallel to and twenty (20) feet North of said South line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25 a distance of twenty-one and eighty-four hundredth (21.84) feet, more or less, to the Point of Beginning. LESS the SouthAen (10) feet of the above described property which is retained by the City of Miami for street and/or sidewalk purposes. Page 14 of 15 Exhibit B Permitted Encumbrances on the Mortgaged Property All permitted encumbrances on the Property are described in that certain Title Insurance Commitment ; 051)4.0'2 issued by Old Republic National Title Insurance Company, effective as of December 2r,LA, 2024. Page 15 of 15 PROMISSORY NOTE (CRA FUNDS) FOR PROPERTY LOCATED AT 2003 N MIAMI AVENUE, MIAMI, FLORIDA Miami, Florida $3,100,000.00 for eynhe,7 l 04' , 2024 FOR VALUE RECEIVED the undersigned, KUSH PROPERTY LLC, a Florida limited liability company (hereinafter referred to as the "Maker") at c/o Joe Jackson, 4621 Ponce de Leon Boulevard, Coral Gables, Florida 33146-2185, promises to pay to the order of the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY (hereinafter referred to as the "Lender"), at 1401 N. Miami Avenue, Miami, FL, 33136, or such other location or address as the Lender may direct in writing from time to time, the principal sum of Three Million One Hundred Thousand and 00/100 Dollars ($3,100,000.00) (the "Construction Loan"), together with interest thereon on funds outstanding as indicated on Attachment 1 hereto. This Promissory Note evidences a Construction Loan from the Lender to the Maker for rehabilitation construction costs for the real property located 2003 North Avenue Miami, Florida 33127 ("Property"), a rental Project, as described more fully in that certain Construction Forgivable Loan Agreement between the Maker and the Lender of even date herewith (the "CRA Loan Agreement"). All capitalized terms not defined herein shall have the meanings provided in the CRA Loan Agreement and the Exhibits thereto. This Promissory Note is secured by that certain Mortgage and Security Agreement — Construction Loan (the "CRA Mortgage") and the other Loan Documents of even date herewith executed in favor of the Lender, relating to the Property. All sums advanced hereunder together with accrued interest thereon and all other sums due hereunder shall become immediately due and payable, without notice or demand, upon the occurrence of any one or more of the following Events of Default, subject to any applicable grace, notice and/or cure period as provided in the Loan Documents: (a) the Maker's failure to promptly pay in full any payment of principal or interest due under this Promissory Note; (b) the Maker's failure to pay any insurance premium when due following written notice from Lender to Maker and the expiration of a ten (10) business day cure period; (c) the dissolution, termination of existence, insolvency of, business failure, appointment of a receiver for any part of the property or assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy or insolvency laws, by or against any maker hereof which shall continue beyond any applicable grace, notice and/or cure period set forth in the CRA Loan Agreement; (d) any uncured breach, following notice of breach and the expiration of applicable cure period(s), by the Maker of any of the terms, covenants or conditions set forth in the CRA Loan Agreement, the CRA Mortgage, the Declaration of Restrictive Covenants, or any of the other Loan Documents executed in connection therewith, or any other instrument, document or agreement which secures, collateralizes or otherwise pertains to the Construction Loan evidenced by this Promissory Note; or (e) upon the occurrence of an Event of Default as provided in the CRA Loan Agreement. Upon the occurrence of any of the foregoing events,and inadditionto any other remedies provided in the CRA Loan Agreement, the amount of the CRA Funds disbursed, together with interest accrued thereon at the rate provided herein, all Program Income and all unpaid fees, charges and other obligations of the Maker due under any of the Loan Documents, shall, at Lender's option, be immediately due and payable. Page 1 of 5 Any property of any maker hereof now or hereafter in the possession of the Lender, may at all times be held and treated as collateral and security for the payment of this Promissory Note and all other indebtedness or liability, direct or indirect, joint or several, absolute or contingent, now existing or hereafter created, acquired or contracted, of the Maker to the Lender. The Lender may apply or set-off any funds or other sums against said liabilities at any time in the case of the Maker(s), but only with respect to matured liabilities in the case of guarantors. No delay or omission on the part of the Lender in the exercise of any right hereunder shall operate as a waiver of such right or of any other right under this Promissory Note. A waiver by the Lender of any right or remedy conferred to it hereunder on any one occasion shall not be construed as a bar to, or waiver of, any such right and/or remedy as to any future occasion. The Maker agrees that in the event each and every of the terms and conditions of this Promissory Note or any instrument which secures or collateralizes the payment of the sums hereunder is not duly performed, complied with, or abided by, subject to applicable grace, notice and/or cure period(s) set forth in the CRA Loan Agreement, the whole of said indebtedness then outstanding shall thereupon, at the option of the Lender, become immediately due and payable, as provided in the CRA Loan Agreement. If this Promissory Note becomes in default and is placed in the hands of an attorney for collection, then each party hereto shall bear its own respective costs, expenses, and attorney's fees. The indebtedness evidenced by this Promissory Note is and shall be subordinate in right of payment to the prior payment in full of the indebtedness (the "Senior Loan") evidenced by that certain Promissory Note in the original principal balance of $2,200,000.00 executed by Maker in favor of CF Financial Services, LLC, a Florida limited liability company (the "Senior Lender") to the extent and in the manner provided in that certain Mortgage Subordination Agreement dated on or about the date hereof, between the Senior Lender and the Lender (the "Subordination Agreement"). The CRA Mortgage and other documents securing this Promissory Note are and shall be subject and subordinate in all respects to the liens, terms, covenants and conditions of Senior Loan (and all loan documents executed in connection therewith) as more fully set forth in the Subordination Agreement except to the terms specifically delineated therein. The rights and remedies of the Lender and each subsequent holder of this Promissory Note under the CRA Mortgage securing this Promissory Note are subject to the restrictions and limitations set forth in the Subordination Agreement. Each subsequent holder of this Promissory Note shall be deemed, by virtue of such holder's acquisition of this Promissory Note, to have agreed to perform and observe all of the terms, covenants and conditions to be performed or observed by the Subordinate Lender (as such term is defined in the Subordination Agreement) under the Subordination Agreement. The Maker and all persons now or hereafter becoming obligated or liable for the payment hereof, do jointly and severally waive demand, notice of non-payment, protest, notice of dishonor and presentment. The Maker does not intend or expect to pay, nor does the Lender intend or expect to charge, collect or accept, any interest greater than the highest legal rate of interest which may be charged under any applicable law. Should the acceleration hereof or any charges made hereunder result in the computation or earning of interest in excess of such legal rate, any and all such excess shall be and the same is hereby waived by the Lender, and any such excess shall be credited by the Lender to the outstanding principal balance hereof. Page 2 of 5 Each endorser, or any other person, firm or corporation now or hereafter becoming liable for the payment of the Construction Loan evidenced by this Promissory Note (each an "Other Party"), hereby consents to any renewals, extensions, modifications, releases of security or any indulgence agreed to in writing between the Lender and Maker, without notice to such Other Party, and each Other Party jointly and severally agrees that he/she/it shall remain liable hereunder notwithstanding any such renewals, extensions, modifications or indulgences, until the debt evidenced hereby is fully paid. Any payment of principal and/or interest due under this Promissory Note which is not promptly paid on the date such payment becomes due, shall bear interest at the lesser of (i) twelve percent (12%) per annum, or (ii) the highest rate allowable by law commencing on the date immediately following the day upon which the payment was due (such lesser rate being the "Default Rate"). Upon the occurrence (and during the continuance) of any Event of Default as defined herein or an Event of Default as defined in the CRA Loan Agreement, all sums outstanding under this Promissory Note shall thereon immediately bear interest at the Default Rate, without notice to the Maker or endorser of this Promissory Note, and without any affirmative action or declaration on the part of the Lender. In the event of the sale of Project or the Property in violation of the requirements set forth in the CRA Loan Agreement, all sums outstanding under this Promissory Note shall thereafter bear interest at the Default Rate, without notice to the Maker or endorser of this Promissory Note, and without any affirmative action or declaration on the part of the Lender. This Promissory Note shall be construed and enforced according to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws or comity. Any action pursuant to a dispute under this Promissory Note must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. The terms of this Promissory Note may not be changed orally. Notwithstanding anything to the contrary in this Promissory Note and/or the Loan Documents, this Promissory Note is a non -recourse obligation of the Maker and its members and neither Maker nor its members have personal liability for repayment of the Construction Loan. THE MAKER OF THIS PROMISSORY NOTE HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR ARISING OUT OF, :;UNDER, OR IN CONNECTION WITH THIS PROMISSORY NOTE OR ANY LOAN `-`DOCUMENT(S) EXECUTED IN CONNECTION HEREWITH, OR THE FINANCING CONTEMPLATED HEREBY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER EXTENDING THE CONSTRUCTION LOAN EVIDENCED BY THIS PROMISSORY NOTE. [Signature Page Follows] Page 3 of 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. WITNESSES: dy"`G (/ Print Name: a/ari Z (Sri) STATE OF FLORIDA COUNTY OF MIAMI-DADE ) MAKER: KUSH PROPERTY, LLC, a Florida limited liability company By: Matthew Kuscher, Manager Date: / 2/f711zy ACKNOWLEDGMENT THE FOREGOING INSTRUMENT Ex'l�,r t , 2024 by Matthew Florida limited liability company, wh DAW.tr �vt iet Mv_Comm • sion Expires: ... : FRANCES LLOP-NOY rr '*= MY COMMISSION # HH 389636 W EXPIRES: August 21, 2027 was acknowledged before me on this 1-4 day of Kuscher, as Manager of KUSH PROPERTY, LLC, a ho is personally known to me or who produced a as identification. fnv ve of Signa Not Public, lic, State of Florida Printed Name of Notary, _Publi [SIGNED SOLELY AS A NOTARY, NOT AN OBLIGOR] Page 4 of 5 Attachment 1 2003 North Avenue Miami, Florida in the County of Miami -Dade, State of Florida. Payment of principal, interest, and all other charges, expenses, and fees set forth in the Loan Documents shall be deferred and no payments of principal and/or interest shall be due during the construction of the Project. Interest on funds outstanding shall accrue as follows: The Construction Loan shall bear zero percent (0%) interest from the Effective Date until the Close -Out of the Project. Upon the expiration of the Affordability Period, the CRA shall forgive the entire indebtedness and other sums due on the Construction Loan and release all documents given as collateral security for no additional consideration. In the event that the Maker fails to complete the Close -Out of the Project in accordance with the CRA Loan Agreement, following written notice from Lender to Maker and the expiration of a 60-day cure period, the Maker shall repay to the Lender all funds received by the Maker pursuant to the CRA Loan Agreement, all unpaid interest accrued thereon, and all unpaid fees, charges and other obligations of the Maker due under any of the Loan Documents. Page 5 of 5 EXHIBIT "G" FORM OF COVENANT Prepared by, and after recording return to: George K. Wysong III, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Property Address: 2003 N MIAMI AVE, MIAMI, FL Folios: 01-3125-000-0110 and 01-3125-000-0120 DECLARATION OF RESTRICTIVE COVENANTS FOR 2003 N MIAMI AVE, MIAMI FLORIDA This Declaration of Restrictive Covenants for KUSH PROPERTY, LLC at 2003 North Avenue Miami, Florida 33127 (the "Covenant") made this , day of Dean , 2024 by KUSH PROPERTY, LLC., a Florida limited liability company, whose principal address is c/o Joe Jackson, 4621 Ponce de Leon Boulevard, Coral Gables, Florida 33146-2185 (hereinafter referred to as "Project Sponsor"), is in favor of the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal office located at 1401 N. Miami Avenue, Miami, FL, 33136 (hereinafter the "CRA" or "Lender"). RECITALS WHEREAS, the Project Sponsor is the owner of the property legally described in Exhibit A, attached and incorporated hereto (the "Property"); and WHEREAS, the Project Sponsor hereby agrees and covenants that the Property shall be subject to the provisions, covenants, and restrictions contained herein; and WHEREAS, this Covenant is made for the express benefit of the CRA, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes. It shall remain in full force and effect until released by the CRA in accordance with the terms hereof; and WHEREAS, the Project Sponsor is completing the rehabilitation of ten (10) apartments units that will, among other things, increase the supply and quality of rental housing units for Low - Income Households (hereinafter referred to as the "Project"). The Project consists of the rehabilitation of ten (10) CRA-assisted units ("the "CRA Assisted Units"), comprised of ten (10) studio units located in the building located at 2003 North Avenue Miami, Florida 33127 (the "Building") in the County of Miami -Dade, State of Florida, legally described in Exhibit "A," attached hereto and incorporated herein. All of the ten (10) units will be maintained as Affordable for Low -Income Households for a period of thirty (30) years, commencing upon the Close -Out of the Project (such 30-year period being the "Affordability Period"). The Project must at all times (during the Affordability Period and subject to Existing Tenants) maintain the following unit mix structure: eight (8) studio Assisted Units must be rented at or below 80% area median income as determined by the U.S. Department of Housing and Urban Development with adjustments and certain exceptions as provided in 24 CFR Part 92 ("AMI"), and two (2) studio Assisted Units are to be rented at or below 100% AMI (the "Unit -Mix"). WHEREAS, the CRA's allocation of funds for the Project is subject to that certain Forgivable Loan Agreement for Kush Property, LLC effectively dated of even date herewith (the "Forgivable Loan Agreement"); capitalized but undefined terms shall have the meaning given to such terms in the Forgivable Loan Agreement) and other loan documents of even date herewith between the CRA and the Project Sponsor (collectively the "Loan Documents"); and Page 1 of 7 WHEREAS, Project Sponsor desires to make a binding commitment to assure that the CRA-Assisted Units and the Property in general are maintained and operated in accordance with the provisions of the Loan Documents and this Covenant. WHEREAS, Project Sponsor, as a condition for receiving the Loan funds for the Property is required to record in. the Public Records this Covenant obligating the Project Sponsor, its successors, and assigns to maintain and operate the Property in accordance with the Loan Documents; and WHEREAS, the Project Sponsor hereby declares that this Covenant shall be and is a covenant running with the Property and, unless released by the CRA, is binding on the Property for the entire Affordability Period (as such term is defined in the Forgivable Loan Agreement), and is not merely a personal covenant of the Project Sponsor; and NOW THEREFORE, Project Sponsor voluntarily covenants and agrees that the CRA- Assisted Units and the Property in general shall be subject to the following restrictions that are intended and shall be deemed to be covenants running with the land and binding upon Project Sponsor, and its heirs, successors and assigns as follows: Section 1. Recitals: The recitals and findings set forth in the preamble of this Covenant are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section. Section 2. Use of Property: The Project shall consist of the rehabilitation of ten (10) studio residential housing units located in the Building located at 2003 North Avenue, Miami, Florida 33127. The Project must at all times (during the Affordability Period and subject to Existing Tenants) maintain the following unit mix structure: eight (8) studio Assisted Units must be rented at or below 80% area median income as determined by the U.S. Department of Housing and Urban Development with adjustments and certain exceptions as provided in 24 CFR Part 92 ("AMI"), and two (2) studio Assisted Units are to be rented at or below 100% AMI maintained as Affordable for Low -Income, Households for a period of thirty (30) years in accordance with the Rent Regulatory Agreement, commencing upon the Close -Out of the Project. "Low -Income" shall mean a household whose annual income does not exceed eighty percent (100%) of the median income for the area, as determined by the U.S. Department of Housing and Urban Development, with adjustments and certain exceptions as provided in 24 CFR Part 92; however, the Project must, at all times (during the Affordability Period and subject to Existing Tenants), maintain the Unit Mix set forth above. Notwithstanding anything herein to the contrary, Project Sponsor shall be permitted to retain its existing tenants and the lease of the restaurant space to KUSH WYNWOOD LLC (each an "Existing Tenant" and collectively the "Existing Tenants") in the Buildings at the current rental rates for such Existing Tenants and with annual rental increases based on the consumer ;price index. Any lease of non CRA-Assisted Units shall not be in violation of this Covenant. Upon an Existing Tenant vacating their respective Building unit, any subsequent rental of such unit will be required to comply with the Affordability requirements of this Covenant and the Rent Regulatory Agreement, of even -date herewith. Section 3. Term of Covenant: This Covenant is a covenant running with the land. This Covenant shall remain in full force and effect and shall be binding upon the Project Sponsor, its successors and assigns from the date of the Close -Out of the Project until the expiration of the Affordability Period. Upon the expiration of the Affordability Period this covenant shall automatically terminate; however, the CRA shall prepare for recording an instrument evidencing Page 2 of 7 the expiration of and other termination of this Covenant in the Public Records of Miami -Dade County, Florida. Section 4. Prohibited Conveyances: Except as provided in the Loan Documents, including the Permitted Senior Financing described therein, the Project Sponsor covenants and agrees not to encumber or convey its interest in the Project, Property, or any portion thereof, without the prior written consent of the CRA as provided for in the Forgivable Loan Agreement. For the purposes of this Covenant, any change in the ownership or control of the Project Sponsor, which is not permitted under the Loan Documents, including the Permitted Senior Financing described therein, shall be deemed a conveyance of an interest in the Project. Notwithstanding anything herein to the contrary, during the Affordability Period, the Property Owner may sell, transfer, or convey the Property to his spouse, child, children, sibling, or siblings (individually a "Family Member" and collectively "Family Members") as long as the following three requirements are satisfied: (i) Family Member gives notice to the CRA of such sale, conveyance, or transfer in writing, (ii) Family Member acknowledges and agrees in writing that the Family Member is acquiring the Property subject to the Covenant, Rent Regulatory Agreement, and other CRA Loan Documents. (a) Right of First Refusal. If, at any time prior to the expiration of the Affordability Period, Project Sponsor shall receive a bona fide offer to purchase all of, or any portion of, and the Property that Project Sponsor desires to accept (the "Offer"), Project Sponsor shall provide a copy of such Offer to the CRA and the CRA shall have thirty (30) days after receipt of such Offer to elect to purchase the Property on the terms and conditions set forth in the Offer. If the CRA elects to so purchase the Property, the CRA shall give to Project Sponsor written notice thereof ("Acceptance Notice") within said 30-day period. If CRA delivers an Acceptance Notice as provided herein, then Project Sponsor and CRA shall, within thirty (30) days after such delivery, enter into a purchase and sale agreement pertaining to the purchase and sale of the Property (the "Purchase and Sale Agreement"), reflecting the exact terms of the Offer. The parties agree to act reasonably and cooperatively in negotiating, executing and delivering the Purchase and Sale Agreement. In the event that either (i) the CRA shall fail to timely deliver an Acceptance Notice or (after timely delivering an Acceptance Notice) the CRA shall fail to timely execute the Purchase and Sale Agreement, or (ii) the CRA shall elect not to so purchase the Property, then the Project Sponsor may thereafter sell the Property to the person or entity making such Offer. Section 5. Repayment Upon Default: The Project Sponsor covenants and agrees that in the event (i) of the sale or conveyance of any interest in the Project and/or the Property without prior written consent as required by the Loan Documents (except as otherwise provided in the Loan Documents), or (ii) that the Project Sponsor ceases to exist as an organization, the Project Sponsor shall immediately make payment to the CRA in an amount equal to the full amount of Loan funds disbursed and outstanding, with interest thereon as provided in the Note, and all unpaid fees, charges and other obligations of the Project Sponsor due under any of the CRA Loan Documents. Section 6. Inspection and Enforcement: It is understood and agreed that any official inspector of the CRA shall have the right any time during normal working hours to enter and investigate the use of the Property to determine whether the conditions of this Covenant are in compliance, subject to the rights of residential tenants under their leases. Section 7. Amendment and Modification: This Covenant may be modified, amended, or released as to any portion of the Property by a written instrument executed on behalf of the CRA Page3of7 and the Project Sponsor. Should this instrument be modified, amended or released, the Executive Director shall execute a written instrument in recordable form to be recorded in the Public Records of Miami -Dade County, Florida, effectuating and acknowledging such modification, amendment, or release. Section 8. Definitions: All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement. Section 9. Severability: Invalidation of one of the provisions of this Covenant by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. Section 10. Recordation: This Covenant shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Project Sponsor. Section 11. Deed Restriction/Covenant Running with the Land. Any and all requirements of the laws of the State of Florida that must be satisfied in order for the provisions of this Covenant to constitute a deed restriction and covenant running with the land shall be satisfied in full, and any requirements or privileges of estate are intended to be satisfied, or in the alternate, an equitable servitude has been created to insure that these restrictions run with the land. For the term of this Covenant, each and every contract, deed, or other instrument hereafter executed conveying the Property or portion thereof shall expressly provide that such conveyance is subject to this Covenant, provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed, or other instrument hereafter executed conveying the Property or portion thereof provides that such conveyance is subject to this Covenant. Section 12. Governing Law and Venue. This Covenant shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Covenant must be brought in Miami - Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. Section 13. Fixed Units. CRA-Assisted Units shall be handled as "Fixed Units," meaning that they are specifically designated units within the building. CRA and Project Sponsor acknowledge and agree that the Building contains ten (10) residential rental units and that all ten (10) of the total ten (10) residential rental units shall be in compliance with the CRA-Assisted requirements set forth herein. Section 14. Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Covenant, each party shall be responsible for its own attorney's fees. [Signature Page Follows] Page4of7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. WITNESSES: ame: v jfSly p.07164(1-te I ddress:7nog Oarja Oav tnit rt4 . FL 33,09 Print Name: 64�.�,2.,/, r� Address: 60,D �G,r�,. /da,-a% STATE OF FLORIDA ) PROJECT SPONSOR: KUSH PROPERTY, LLC, a Florida limited liability company B Y• Matthew Kuscher, Manager Date: I 2-117/21 ACKNOWLEDGMENT COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me on this 01- day of , 2024 by Matthew Kuscher, as Manger, KUSH PROPERTY, LLC, a Florida limited liability company, who is personally known to me or who produced a as identification. My Commission Expires: Sigma t of Notary Public, State of Florida Printed Name of Notary Punlic FRANCES LLOP-NOY MY COMMISSION # HH 389636 EXPIRES: August 21, 2027 Page5of7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: B. Hann City Clerk Date: Y 1 i 't tab-N1-1 APPROVED AS TO FORM AND CORRECTNESS: tG W George K. ysong ICI I� General Counsel Q\P 4 A- 7.� a S_ CRA: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEV LOPMENT AGENCY, a public ag ;ncy and body orporate si : a Jones Executive Director Page 6 of 7 Exhibit A Legal Description of the Property ADDRESS: 2003 N MIAMI AVE, MIAMI, FL FOLIO: 01-3125-000-0110 and 01-3125-000-0120 Full Legal Description 01-3125-000-0110: Beginning 285 feet South of the Northwest corner of the South 1/2 of the South 1/2 of the Southeast 1/4 of the Southeast 1/4 of Section 25, Township 53 South, Range 41 East, thence East 20 feet as a point of Beginning; thence run North 100 feet; thence run East to the West boundary of the right-of-way of the Florida East Coast Railway; thence along the West boundary of said right-of-way in the Southwesterly direction to a point due East of the Point of Beginning; thence West parallel with the North boundary line to the Point of Beginning; less the West 15 feet thereof, conveyed for street and/or sidewalk purposes, lying and being in Miami -Dade County, Florida. AND 01-3125-000-0120: Beginning at a point twenty (20) feet North of the South line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25, Township 53 South, Range 41 East, and thirty-five (35) feet East of the West line of said Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25; thence North parallel to and thirty-five (35) feet East of the said West line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25 a distance of thirty-two and eleven hundredth (32.11) feet, more or less, to a point; thence East a distance of twenty-nine and sixty-five hundredths (29.65) feet, more or less, to a point of intersection with the Westerly right of way line of the Florida East Coast Railway; thence Southerly along the said Westerly right of way line of the Florida East Coast Railway a distance of thirty-three and nineteen hundredths (33.19) feet, more or less, to a point of intersection with a line parallel to and twenty (20) feet North of said South line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25; thence West parallel to and twenty (20) feet North of said South line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25 a distance. of twenty-one and eighty-four hundredth (21.84) feet, more or less, to the Point of Beginning. LESS the South ten (10) feet of the above described property which is retained by the,C ity.of Miami for, street and/or sidewalk purposes. Page 7 of 7 EDIT "H" FORM OF RENT REGULATORY AGREEMENT Prepared by, and after recording retum to: George K. Wysong III, Esq. City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 Tel: (305) 416-1800 Property Address: 2003 North Miami Avenue, Miami, Florida RENT REGULATORY AGREEMENT FOR TEN (10) UNITS AT 2003 NORTH AVENUE MIAMI, FLORIDA 33127 THIS RENT REGULATORY AGREEMENT ("Regulatory Agreement") is entered into this W5 day Dl'opdy10'ier, 2024, between KUSH PROPERTY LLC, a Florida Limited Liability Company, whose principal address is c/o Joe Jackson, 4621 Ponce de Leon Boulevard, Coral Gables, Florida 33146-2185 (hereinafter referred to as `Borrower") and the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes, with a principal office located at 1401 N. Miami Avenue, Miami, FL, 33136 (hereinafter the "CRA"). The execution of this Regulatory Agreement by the Borrower is in connection with the Forgivable Loan Agreement and use of CRA Funds (the "Loan"), secured by certain loan documents to be executed in connection therewith (the "Loan Documents"), for the rehabilitation of a total of ten (10) residential apailinent units. All ten (10) units will be CRA-assisted units (the "CRA-Assisted Units") of that certain project located at 2003 North Avenue Miami, Florida 33127. In accordance with the requirements set forth in (i) that certain Forgivable Loan Agreement executed of even date herewith by the Borrower and the CRA for the CRA funds (the "Agreement"), and (ii) the other Loan Documents of even date therewith between the Borrower and the CRA, ten (10) units are considered "CRA-Assisted" and all of the CRA-Assisted Units are subject to the restrictions provided herein. The ten (10) CRA-Assisted Units shall be "fixed" units, meaning that they are specifically designated units. All ten (10) Project units shall be, at any one time, in compliance with the CRA-Assisted Units requirements set forth herein and in the Loan Documents, including but not limited to the Covenant on the property legally described in Exhibit "A," attached hereto and incorporated herein. As consistent with the Loan Agreement, the "Affordability Period" for this Project will be Thirty (30) years, commencing on the Close -Out of the Project. The Project must, for thirty years will (during the Affordability Period and subject to Existing Tenants) maintain the following unit mix structure: eight (8) studio Assisted Units must be rented at or below 80% area median income as determined by the U.S. Department of Housing and Urban Development with adjustments and certain exceptions as provided in 24 CFR Part 92 ("AMI"), and two (2) studio Assisted Units are to be rented at or below 100% AMI (collectively, the "Unit -Mix"). Borrower hereby agrees to the following terms, conditions and covenants until the end of the Affordability Period: (1) Existing Tenant Occupancy Requirements. Tenants with existing leases who are occupying CRA Assisted Units at the time that the rehabilitation of the Project commences (each an "Existing Tenant") will be allowed to retain their existing apartment, or new apartment within development, at the "New Rent For Existing Tenants" rent level set forth below, with annual 1 adjustments based on the Consumer Price Index CPI. Borrower will not terminate the lease of an Existing Tenant except in accordance with the terms of such Existing Tenant's lease or otherwise as permitted pursuant to applicable law. If an Existing Tenant wishes to renew its expiring lease, and there are no uncured defaults under such expiring lease, then Borrower shall renew such Existing Tenant's lease subject rental rate increases as provided for above in this Paragraph (1). An Existing Tenant may not assign its lease except to a spouse, parent, sibling or any lineal descendant of such Existing Tenant; said spouse, parent, sibling, or lineal descendant must meet the AMI requirements of this Regulatory Agreement in compliance with the Unit Mix. (2) New -Tenant Occupancy Requirements. If a Unit is vacant at the time that this Regulatory Agreement is executed or when an Existing Tenant vacates such Existing Tenant's CRA Assisted Unit, then such Unit shall thereafter be made available to tenants who qualify under the CRA-Assisted Unit requirements as set forth in this Regulatory Agreement, as follows: a. Maximum Rent Levels. The rents charged on all CRA-Assisted Units shall be subject to the 24 CFR Part 92 (hereinafter referred to as the "Regulation"). Gross monthly rent charged on CRA-Assisted Units occupied by tenants identified as Low -Income are subject to the 50% and 80% maximum rents published annually by the U.S. Department of Housing and Urban Development ("HUD") for each locality and income level. The new rent maximums for leases signed in Miami, Florida effective as of June 2024 are as follows: Unit Type New Max Rent for Tenants New Tenants' Max Rents Number of Units Studio $1,590.00 (80% AMI) 8 Studio $1,988.00 (100% AMI) 2 TOTAL: ID The foregoing maximum rents does not include utilities. Tenants will be responsible for their own utilities. In no event will the monthly rent on a CRA-Assisted Unit exceed the maximum rent levels as provided for in this Paragraph (2)(a). Rents shall not be adjusted for changes in income or HUD published: maximums until lease renewal. The Project must at all times (during the Affordability Period and subject to Existing Tenants) maintain the Unit -Mix. b. Income Re -certification. Tenant income for CRA-Assisted Units shall be certified by the Borrower annually on the anniversary of each tenant's lease and maintained in the tenant file, subject to inspection by the CRA, in accordance with Paragraph (4) of this Regulatory Agreement. Existing Tenants are not subject to Income Certification, or Re - Certification. c. Deposits and Pre -payments. Borrower shall not require, as a condition of occupancy or leasing of any CRA-Assisted Unit, any other consideration or deposit 2 from the tenant, except for the prepayment of one month's rent and plus a security deposit not to exceed one additional month's rent. d. Prohibited Lease Provisions. The Borrower's leases for CRA- Assisted Units shall not contain any of the following provisions: i. Agreement to be sued. A tenant lease may not contain a provision whereby the tenant agrees to be sued, admits guilt or consents to judgment in favor of the landlord in a lawsuit brought in connection with the lease. ii. Agreement regarding treatment of property. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may take, hold or sell personal property of the tenant household without notice and a court decision. This prohibition does not apply to personal property remaining in the CRA-Assisted Unit after the tenant has moved out. iii. Waiver of notice. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may institute a lawsuit without notice to the tenant. iv. Waiver of legal proceedings. A tenant lease may not contain a provision whereby the tenant agrees that the landlord may evict the tenant or a household member without instituting a civil court proceeding in which the tenant has the opportunity to present a defense or before a court decision on the rights of the parties. v. Waiver of a jury trial. A tenant lease may not contain a provision whereby the tenant agrees to waive any right to a jury trial. vi. Waiver of right to appeal a court decision. A tenant lease may not contain a provision whereby the tenant agrees to waive the tenant's right to appeal or otherwise challenge in court a court decision in connection with the lease. vii. Agreement to pay legal costs, regardless of outcome. A tenant lease may not contain a provision whereby the tenant agrees to pay attorney's fees or other legal costs even if the tenant wins the court proceeding brought by the landlord against the tenant. The tenant, however, may be obligated to pay costs if the tenant loses. viii. Excusing owner from responsibility. A tenant lease may not contain a provision whereby the tenant agrees not to hold the landlord or the landlord's agents legally responsible for any action or failure to act, whether intentional or negligent. (3) Annual Reporting. Each year, on the anniversary of the issuance of the certificate of occupancy/certificate of completion for the Project or Close -Out of the Project in accordance with the Agreement, and at other times at the request of the CRA (but in no event more than two (2) times in any 12-month period), the Borrower shall furnish occupancy reports in a form approved by the CRA, and shall provide the CRA with such other information as may be 3 requested by the CRA relative to income, expenses, assets, liabilities, contracts, operations, and condition of the Project and/or the CRA-Assisted Units. (4) Inspections. The Borrower agrees to submit the CRA-Assisted Units to an annual re -inspection to ensure continuing compliance with all applicable housing codes, federal and local housing quality standards and regulatory requirements. The Borrower will be furnished a copy of the results of each inspection within thirty (30) days of completion, and will be given thirty (30) days thereafter to correct any deficiencies or violations (provided however, in the event that the deficiencies or violations are not of a type which can be resolved in 30-days, the Borrower shall have an additional 30 days of time to correct the same so long as Borrower is diligently endeavoring to cause such correction). At any time other than an annual inspection, the CRA may, in its discretion, inspect any CRA-Assisted Unit. The Borrower and the tenant will be provided with the results of the inspection and the time and the method of compliance and corrective action that must be taken. All inspections by the CRA shall (1) be done during normal business hours, (2) upon at least 48-hours prior notice to the Borrower and tenant, and (3) in a manner so as to not materially interfere with the tenant's occupancy of the CRA-Assisted Unit. (5) Record -keeping. The Property, including the CRA-Assisted Units, equipment, buildings, plans, offices, apparatus, devices, books, contracts, records, documents, and other papers relating thereto shall at all times be maintained in reasonable condition for proper audit and shall be subject to examination and inspection. Borrower shall keep copies of all written contracts and other instruments which affect the CRA-Assisted Units, all or any of which may be subject to reasonable inspection and examination by the CRA its agents or assigns. Specifically, the foregoing includes all records, calculations and information necessary to support tenant occupancy eligibility and monthly rental charges in addition to all leases and written notices to tenants with respect to the terms of this Regulatory Agreement, as required by Paragraph (8) of this Regulatory Agreement. (6) Default. Upon the occurrence of a violation of any provision of this Regulatory Agreement, the CRA shall give written notice thereof to the Borrower, by registered or certified mail, FedEx or similar overnight courier (with tracking confirmation), addressed to the Borrower's address as stated in this Regulatory Agreement, or to such other address(es) as may subsequently, upon appropriate written notice thereof to the CRA, be designated by the Borrower. In the case of a Borrower which is a corporation or partnership, notices may also be sent by the CRA to the address of the corporation's chief executive officer or to all general partners, as applicable, at the CRA's discretion. If such violation is not corrected to the CRA's reasonable satisfaction, within thirty (30) days after the date such notice is delivered (as evidenced by tracking information or USPS return receipt), if such violation cannot practicably be cured within thirty (30) days, then within such additional time as may be required to effect a cure, so long as the cure is commenced within thirty (30) days and is diligently prosecuted), without further notice the CRA may declare a default under this Regulatory Agreement and under the Agreement and the Loan Documents executed in connection therewith, and may proceed to initiate any or all remedies at law or in equity provided for in the event of a default under such Agreement and Loan Documents. All notices under this Regulatory Agreement shall be in writing and addressed as follows: To Borrower: Kush Property LLC 2911 Grand Ave 4 Suite 400D Miami, FL 33133 Attn: Matthew Kuscher With Copy to: Joe Jackson 4621 Ponce de Leon Boulevard Coral Gables, Florida 33146-2185 With Copy to: David B. Hendler, P.A. 1650 NW 87th Avenue — 2nd Floor Miami, Florida 33172 To City: Omni Redevelopment District Community Redevelopment Agency 1401 North Miami Ave, 2nd Floor Miami, Florida Attn: Isiaa Jones, Executive Director With Copy To: George K. Wysong III. General Counsel Office of the City Attorney, City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 (7) Fines. Upon the occurrence (and continuance beyond applicable grace, notice and/or cure periods) of a violation of any provision of this Regulatory Agreement, and regardless of the nature of the violation, the CRA will assess (commencing upon the expiration of the applicable grace, notice and/or cure period) a flat monthly fine in the amount of One Hundred Dollars and no/cents ($100.00) per CRA-Assisted Unit that is the subject of such violation up to a maximum of One Thousand Dollars and no/cents ($1,000.00) per month, for each month the violation is not corrected, and pay same over to the CRA. The remedy for violation provided in this section of this Regulatory Agreement is cumulative with any and all remedies at law or in equity provided in the event of a default under this Regulatory Agreement and/or the Loan Documents. (8) Tenant Notice. Borrower agrees during the term of this Regulatory Agreement, to furnish each tenant of a CRA-Assisted Unit, at the execution or renewal of any lease or upon initial occupancy, if there is no lease, with a written notice in the following form: The rent charged for your apartment and the services included in that rent are subject to a Rent Regulatory Agreement between the landlord and the Omni Redevelopment District Community Redevelopment Agency, for the term of the Affordability Period. A copy of the Rent Regulatory Agreement will be made available by the landlord to each tenant upon request. 5 If there is no lease for a CRA-Assisted Unit, Borrower shall maintain a file copy of such notice delivered to the tenant, with a signed acknowledgement of receipt by the tenant. All such notices to tenants will be made available for inspection upon request by the CRA. (9) No Conflict with Loan Documents. The provisions of this Regulatory Agreement are in addition to, and do not amend, alter, modify, or supersede in any respect, the provisions of the mortgage and/or any of the other Loan Documents executed in connection with the Loan. (10) Partial Invalidity. The invalidity of any paragraph or provision of this Regulatory Agreement shall not affect the validity of the remaining paragraphs and provisions hereof. (11) Term. This Regulatory Agreement shall be effective until the expiration of the Affordability Period. On the expiration of such period, this Regulatory Agreement shall immediately lapse and be of no further force and effect without the necessity of any other written document or instrument. Notwithstanding the foregoing, upon such expiration, the Borrower shall be permitted to prepare and record an instrument evidencing the expiration of and other termination of this Regulatory Agreement in the Public Records of Miami -Dade County, Florida. (12) Definitions. All capitalized terms used herein and not otherwise defined shall have the meanings provided in the Regulation, Forgivable Loan Agreement, and/or in the Loan Documents. (13) Exclusion of Commercial Spaces. Notwithstanding anything to the contrary in this Regulatory Agreement or in the Agreement, it is expressly understood and agreed that the Regulation and all other terms, conditions, restrictions, and requirements of this Regulatory Agreement shall exclude, and shall not apply to, or otherwise restrict or affect, the operation, maintenance, leasing, improvement, base rent and other additional rent determination and collection, and all other aspects of the Borrower's management, leasing, and ownership of all or any portion of the commercial and retail spaces located in the Project, if applicable. (14) Severability. Invalidation of one of the provisions of this Regulatory Agreement by judgment of Court shall not affect any of the other provisions of the Covenant, which shall remain in full force and effect. (15) Recordation. This Regulatory Agreement shall be filed of record among the Public Records of Miami -Dade County, Florida, at the sole cost and expense of the Owner. (16) Governing Law and Venue. This Regulatory Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Regulatory Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. (17) Counterparts. This Regulatory Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Regulatory Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Regulatory Agreement (whether by facsimile, PDF or other email transmission), which signature 6 shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Regulatory Agreement upon request. (18) Attorney's Fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Regulatory Agreement, each party shall be responsible for its own attorney's fees. [Signature Page Follows] IN WITNESS WHEREOF, the parties hereto have caused this Regulatory Agreement to be executed by their undersigned officials as duly authorized. WITNESSES: nt P�ddress: 28c13 I6n(Al (�'CGslH OQI�(Qtr 1)awww..I P13,730q Print Name: 46,-/ep (di Address: (OO �1t weilia ,& 39 BORROWER: KUSH PROPERTY, LLC, a Florida limited liability company 1g STATE OF FLORIDA ) By: ACKNOWLEDGMENT Matthew K scher, Manager Lit I-�(7/Z-1 COUNTY OF MIAMI-DADE ) THE FOREGOING INSTRUMENT was acknowledged before me on this 14' day of 2024 by Matthew Kuscher, as Manager of KUSH PROPERTY, LLC, a Florida limited liability company, who is personally known to me or who produced a FL • L+'zat4fi as identification. My Commission Expires: FRANCES LLOP-NOY MY COMMISSION # HH 389636 EXPIRES:August 21, 2027 Signatbr of Notary Public, State of Florida frutth Up( -kJ Printed Name of Notary Pu lic 8 IN WITNESS WHEREOF, the parties hereto have caused this Regulatory Agreement to be executed by their undersigned officials as duly authorized. ATTEST: Todd Hannon, Clerks f he Board Director of ' sk Management CRA: OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ("CRA") Y: Isiaa Jones, Executive Director APPROVED AS TO FORM AND REQUIREMENTS CORRECTNESS: )4-)r5s George K. Wysong III General Counsel R\49 Page 9of10 Exhibit A Legal Description of the Property 2003 N MIAMI AVE, MIAMI, FL FOLIO: 01-3125-000-0110 and 01-3125-000-0120 01-3125-000-0110: Beginning 285 feet South of the Northwest corner of the South 1/2 of the South 1/2 of the Southeast 1/4 of the Southeast 1/4 of Section 25, Township 53 South, Range 41 East, thence East 20 feet as a point of Beginning; thence run North 100 feet; thence run East to the West boundary of the right-of-way of the Florida East Coast Railway; thence along the West boundary of said right-of-way in the Southwesterly direction to a point due East of the Point of Beginning; thence West parallel with the North boundary line to the Point of Beginning; less the West 15 feet thereof, conveyed for street and/or sidewalk purposes, lying and being in Miami -Dade County, Florida. AND 01-3125-000-0120: Beginning at a point twenty (20) feet North of the South line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25, Township 53 South, Range 41 East, and thirty-five (35) feet East of the West line of said Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25; thence North parallel to and thirty-five (35) feet East of the said West line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25 a distance of thirty-two and eleven hundredth (32.11) feet, more or less, to a point; thence East a distance of twenty-nine and sixty-five hundredths (29.65) feet, more or less, to a point of intersection with the Westerly right of way line of the Florida East Coast Railway; thence Southerly along the said Westerly right of way line of the Florida East Coast Railway a distance of thirty-three and nineteen hundredths (33.19) feet, more or less, to a point of intersection with a line parallel to and twenty (20) feet North of said South line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25; thence West parallel to and twenty (20) feet North of said South line of the Southeast Quarter (SE 1/4) of the Southeast Quarter (SE 1/4) of Section 25 a distance of twenty-one and eighty-four hundredth (21.84) feet, more or less, to the Point of Beginning. LESS the South ten (10) feet of the above described property which is retained by the City of Miami for street and/or sidewalk purposes. Page 10 of 10 EXHIBIT "I" SIGNAGE REQUIREMENTS EXHIBIT I SIGNAGE REQUIREMENTS PROJECT SPONSOR shall consult with the CRA's Executive Director regarding all uses and displays of the recognition of the CRA. PROJECT SPONSOR shall prominently display signage acknowledging the CRA's contribution to the Project at the project site. PROJECT SPONSOR shall produce, publish, advertise, disclose, or exhibit the CRA's name and/or logo, in acknowledgement of the CRA's contribution to the Project, in all forms of media and communications created by PROJECT SPONSOR in relation to this Agreement and/or the Project, for the purpose of publication, promotion, illustration, advertising, trade or any other lawful purposes, including but not limited to stationary, newspapers, periodicals, billboards, posters, email, direct mail, flyers, telephone, public events, and television, radio, or internet advertisements or postings, or interviews. The CRA shall have the right to approve the form and placement of all acknowledgements, which approval shall not be unreasonably withheld. PROJECT SPONSOR further agrees that the CRA's name and logo may not be otherwise used, copied, reproduced, altered in any manner, or sold to others for purposes other than those specified in this Agreement. Nothing in this Agreement, or in Project Sponsor's use of the CRA's name and logo, confers or may be construed as conferring PROJECT SPONSOR any right, title, or interest whatsoever in the CRA's name, identifying information, and logo beyond the limited right granted in this Agreement. Authorized Representative Signature: (--- Print Name: j&Mw Ki d6,-- Title: (9l L ate STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means�oof�4 physical presence or ❑ online notarization, this `�' day of 1wr 20 - by MAA-hca kt4tkc( of 144.5h i f a user, corporation, on behalf of the corporation.He/she is personally known to me or has produced R- t?riVer 144064, as identification. [Notary Seal] FRANCES LLOP-NOY MY COMMISSION # HH 389636 EXPIRES: August 21, 2027 Signature of Noiary EXHIBIT "J" ADDITIONAL INSURANCE REQUIREMENTS GRANTEE INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE- 2003 N MIAMI AVENUE RENOVATIONS Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami & OMNI CRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 B. Endorsements Required City of Miami & OMNI CRA listed as an Additional Insured Letter will be accepted if no auto exposure anticipated from the Grantee III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability • A.- Limits of Liability $ 100,000 for bodily injury caused by an accident, each accident. $ 100,000 for bodily injury caused by disease, each employee $ 500,000 for bodily injury caused by disease, policy limit 1 I 1 Letter will be accepted if less than (4) employees The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. MZACEVSKA ACORO° CERTIFICATE OF PROPERTY INSURANCE DATE (MM/DD/YYYY) 08/23/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Highlight Risk Services, LLC 66 West Flagler Suite 900 Miami, FL 33130 INSURED Kush Property, LLC 2911 Grand Ave Ste 400D Miami, FL 33133--6029 Coconut Grove, FL 33133 CONTACT NAME: PH(AICONE ,NoExt) 786 791-8270 , : E-MAIL ADDRESS: chrystal@highlightins.com PRODUCERTID: KUSHPROP01 INSURER(S) AFFORDING COVERAGE INSURER A :Scottsdale Insurance Company FAX (A/C, No): INSURER B : First Community Insurance Company INSURER C : NAIC # 41297 13990 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) 1 1 2003 N Miami Ave, Miami, FL, 331274913 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) COVERED PROPERTY LIMITS A X PROPERTY OF LOSS DEDUCTIBLES CPS7973933 04/08/2024 01/08/2025 X BUILDING PERSONAL PROPERTY BUSINESS INCOME EXTRA EXPENSE RENTAL VALUE BLANKET BUILDING BLANKET PERS PROP BLANKET BLDG & PP $ 1,200,000 CAUSES $ BASIC BUILDING $2,500 $ BROAD $ CONTENTS X SPECIAL $ EARTHQUAKE $ WIND $ FLOOD $ $ INLAND MARINE OF LOSS NAMED PERILS TYPE OF POLICY $ CAUSES $ POLICY NUMBER $ $ CRIME OF POLICY $ TYPE $ $ BOILER & MACHINERY / EQUIPMENT BREAKDOWN — $ $ B Builders Risk ' ; ' 09 0410032078 9 00 04/09/2024 01/09/2025 x RemodellRenovation $ 1,260,000 $ SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami is included as Loss Payee on the Builder's Risk Policy Special Form Valuation: Replacement Cost SEE ATTACHED ACORD 101 ' CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 24 (2016/03) © 1995-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: KUSHPROP01 MZACEVSKA � 1 ACORD LOC #: 1 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Highlight Risk Services, LLC NAMED INSURED 2911 Grand AveLLC Ste 400D Miami, FL 33133--6029 Coconut Grove, FL 33133 Miami -Dade POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 24 FORM TITLE: Certificate of Property Insurance Special Conditions: Deductible: $5,000 All other Perils 5% maximum on Wind/Hail 100% Coinsurance Remarks COVERAGE EXTENSIONS Limits Additional Debris Removal Expenses $5,000 Emergency Removal 10 days Emergency Removal Expenses $10,000 Fraud And Deceit $50,000 Limited Fungus Coverage $15,000 Waterborne Property $10,000 SUPPLEMENTAL COVERAGES Limits Expediting Expenses $10,000 Expense To Re -Erect Scaffolding $5,000 Ordinance Or Law (Undamaged Parts Of A Building) Covered Ordinance Or Law (Increased Cost To Repair And Cost To Demolish/Clear Site) $50,000 Personal Property $10,000 Pollutant Cleanup And Removal $25,000 Rewards $1,000 Sewer Backup $10,000 Temporary Storage Locations $10,000 Transit $10,000 Trees, Shrubs, And Plants $10,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD KUSHPROP01 MZACEVSKA ,a►coRoa CERTIFICATE OF LIABILITY INSURANCE � DATE(MM/DD/YYYY) 8/21/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Highlight Risk Services, LLC 66 West Flaggler Suite 900 Miami, FL 33130 CONTACT NAME: (a"c°,"r o, Ext): (786) 791-8270 1FAxA/C, No): E-MAILchrystal@highlightins.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : Evanston Insurance Company 35378 INSURED Kush Property, LLC 2911 Grand Ave Ste 400D Miami, FL 33133--6029 Coconut Grove, FL 33133 INSURER B : First Community Insurance Company 13990 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DDIYYYY1 POUCY EXP (MMDD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY X 3AA772400 4/8/2024 1/8/2025 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ $ AUTOMOBILECOMBINED LIABILITY SCHEDULED AUTOS AUTOS ONLYY SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY accident) 'DAMAGE $ $ U UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ B Builders Risk X 09 0410032078 9 00 4/9/2024 1/9/2025 Remodel/Renovation 1,260,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space is required) PROJECT LOCATION: 2003 N MIAMI AVE MIAMI, MIAMI FL 33127-4913 Additional Insured status applies in favor of the Certificate Holder when required by written contract with regards to General Liability. The Certificate Holder is listed as additional insured on the Builder's Risk Policy. CERTIFICATE HOLDER CANCELLATION City of Miami 444 SW 2nd Ave. Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD To Whom It May Concern: KUSH HOSPITALITY This letter pertains to amendments needed for the attached Workers' Compensation and Auto exposures letter. We fully understand and under no circumstances will personal vehicles be used in connection with the project. Also, this letter is to confirm that at this time we have no current employees, full-time, part-time, and non-exempt corporate officers. Matthew Kuscher (Owner) matt@kushhospitality.com 12/10/2024 Sincerely, MZACEVSKA ACORO' CERTIFICATE OF PROPERTY INSURANCE DATE (MMIDDIYYYY) 08/23/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Highlight Risk Services, LLC 66 West Flagler Suite 900 Miami, FL 33130 INSURED Kush Property, LLC 2911 Grand Ave Ste 400D Miami, FL 33133--6029 Coconut Grove, FL 33133 CONTACT NAME: Walk Ext): (786)791-8270 ( C, No, EMAIL h cstal hi hli ADDRESS: rY htins.com @ 9 9 PRODUCER KUSHPROP01 CUSTOMER ID: INSURER(S) AFFORDING COVERAGE INSURER A : Scottsdale Insurance Company FAX No): INSURER B : First Community Insurance Company INSURER C : NAIC # 41297 13990 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: LOCATION OF PREMISES / DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) 1 1 2003 N Miami Ave, Miami, FL, 331274913 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR, LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) COVERED PROPERTY LIMITS A XI PROPERTY OF LOSS DEDUCTIBLES CPS7973933 04/08/2024 01/08/2025 X BUILDING PERSONAL PROPERTY BUSINESS INCOME EXTRA EXPENSE RENTAL VALUE BLANKET BUILDING BLANKET PERS PROP BLANKET BLDG & PP $ 1,200,000 CAUSES $ BASIC BUILDING 2,500 $ BROAD — $ CONTENTS X SPECIAL $ EARTHQUAKE _ $ WIND $ FLOOD $ $ $ IINLAND MARINE OF LOSS NAMED PERILS TYPE OF POLICY $ CAUSES $ POLICY NUMBER $ $ CRIME OF POLICY $ TYPE $ $ BOILER & MACHINERY / EQUIPMENT BREAKDOWN _ $ — — $ B Builders Risk 09 0410032078 9 00 04/09/2024 `01/09/2025 x RemodellRenovation $ 1,260,000 $ SPECIAL CONDITIONS / OTHER COVERAGES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Omni CRA is included as Loss Payee on the Builder's Risk Policy Special Form Valuation: Replacement Cost SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION Omni CRA Omni N. Miami Ave 1401Miami, FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 24 (2016/03) © 1995-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: KUSHPROP01 MZACEVSKA � 1 ACORO° LOC #: 1 ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY Highlight Risk Services, LLC NAMED INSURED 2911 Grand Kush Property, Ave, LLC A Ste 400D Miami, FL 33133--6029 Coconut Grove, FL 33133 Miami -Dade POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 24 FORM TITLE: Certificate of Property Insurance Special Conditions: Deductible: $5,000 All other Perils 5% maximum on Wind/Hail 100% Coinsurance Remarks COVERAGE EXTENSIONS Limits Additional Debris Removal Expenses $5,000 Emergency Removal 10 days Emergency Removal Expenses $10,000 Fraud And Deceit $50,000 Limited Fungus Coverage $15,000 Waterborne Property $10,000 SUPPLEMENTAL COVERAGES Limits Expediting Expenses $10,000 Expense To Re -Erect Scaffolding $5,000 Ordinance Or Law (Undamaged Parts Of A Building) Covered Ordinance Or Law (Increased Cost To Repair And Cost To Demolish/Clear Site) $50,000 Personal Property $10,000 Pollutant Cleanup And Removal $25,000 Rewards $1,000 Sewer Backup $10,000 Temporary Storage Locations $10,000 Transit $10,000 Trees, Shrubs, And Plants $10,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD ZACEVS r '4�oRo® CERTIFICATE OF LIABILITY INSURANCE DA8/21/2024 ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Highlight Risk Services, LLC 66 West Flaggler Suite 900 Miami, FL 33130 CONTACT CONT: NCNNo, Ext):(786) 791-8270 FAX ((a/c, No): ADD"RIESS: chrystal@highlightins.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Evanston Insurance Company 35378 INSURED Kush Property, LLC 2911 Grand Ave Ste 400D Miami, FL 33133--6029 Coconut Grove, FL 33133 INSURER B : First Community Insurance Company 13990 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDLSUBR� INSD WVD POLICY NUMBER POLICY EFF (MM/DD/YYYYI POLICY EXP (MM/DDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X 3AA772400 4/8/2024 1/8/2025 EACH OCCURRENCE $ 1,000,000 PREMISES (Ea occur ence) $ CLAIMS -MADE X OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ 2,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC PRODUCTS - COMP/OP AGG $ $ AUTOMOBILECOMBINED _ LIABILITY _ SCHEDULED AUTOS NON -OWNED AUTOS ONLY SINGLE LIMIT (Ea accident) - $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ _ UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N I A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ B Builders Risk X 09 0410032078 9 00 4/9/2024 1/9/2025 Remodel/Renovation 1,260,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) PROJECT LOCATION: 2003 N MIAMI AVE MIAMI, MIAMI FL 33127-4913 Additional Insured status applies in favor of the Certificate Holder when required by written contract with regards to General Liability. The Certificate Holder is listed as additional insured on the Builder's Risk Policy. CERTIFICATE HOLDER CANCELLATION Omni CRA 1401 N. Miami Ave. Miami, FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD apps.fldfs.com t )1(Ii1.1(S C'( )\Il'1:\).1 1 1( )\ n U WC Home WC Databases CFO Home NOTICE OF ELECTION TO BE EXEMPT THANK YOU FOR SUBMITTING YOUR APPLICATION TO THE DIVISION OF WORKERS' COMPENSATION. Application Number. E01928931 The Division of Workers' Compensation (Division) has 30 days to review your application to determine if it meets the eligibility requirements for the issuance of an exemption. The Division will issue a Certificate of Election to be Exempt from Florida Workers' Compensation Law or request additional information. The Division reviews and processes exemption applications in the order they are received. An email notification will be sent to the email address indicated on the exemption application of the issuance of the Certificate. Certificate holders may print the Certificate of Election to be Exempt immediately after the exemption is issued by the Division. Additionally. exemption information is reflected on the Exemption Search database the day following the issuance of the exemption. If you have any questions or need additional assistance, contact the Division's Customer Service Office at 850-413-1609. Click the button below to print a copy of the exemption application. PRINT APPLICATION WC Home Copyright 2024 Florida Department of Financial Services j Privacy j Accessibility CONSTRUCTION PHASE INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE- 2003 N MIAMI AVENU E RENOVATIONS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami & OMNI CRA listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement IV. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami & OMNI CRA listed as an Additional Insured V. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability B. 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 A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $2,000,000 Aggregate $2,000,000 City of Miami & OMNI CRA listed as an additional insured Excess Follow Form over all applicable liability policies contained herein W. Payment and Performance Bond 6 $3,100,000 City of Miami & OMNI CRA listed as an Obligees VII. Builder's Risk/lnstallation Floater Causes of Loss: All Risk of Direct Physical Damage or Loss Valuation: Replacement Cost Deductibles: 5% Wind, Hail, and Flood, $25,000 AOP Coverage Extensions included City of Miami & OMNI CRA listed as an additional insured and loss payee The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. ..-----1 ® A r 0 CERTIFICATE OF LIABILITY INSURANCE DATE (MM/05/15/DDIYDDIYYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the po icy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Brown & Brown Insurance Services, Inc. P.O. Box 2412 Daytona Beach FL 32115-2412 CONTACT Ashley Ridenour NAME: PHONE (386) 243-3541 FAX (A/C. No. Ext): (A/C, No): E-MAIL Ashley.Ridenour@bbrown.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Specialty Builders Insurance Company 16826 INSURED Mass Construction Corporation 2201 Tequesta Way Miami FL 33133 INSURER B : American Builders Insurance Company 11240 INSURER C: Nautilus Insurance Company 17370 INSURER D : INSURER E : INSURER F : CERTIFICATE NUMBER: 24-25 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MMIDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY GLP 0344957 01 03/28/2024 03/28/2025 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES (Ea occurrence) 300,000 $ CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10,000 X XCU INCLUDED PERSONAL 8. ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE POLICY OTHER: X LIMIT APPLIES PRO JECT PER: LOC PRODUCTS-COMP/OPAGG $ 2,000,000 $ A AUTOMOBILE X IJABIUTY ANY AUTO OWNED X _AUTOS SCHEDULED AUTOS NON -OWNED ONLY GLP 0344957 01 03/28/2024 03/28/2025 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA UAB EXCESS LIAB X OCCUR CLAIMS -MADE UMB 0370015 00 03/28/2024 03/28/2025 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 $ DED X RETENTION $ 0 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below YIN N N /A WCV 0314433 03 03/28/2024 03/28/2025 X STATUTE OTH- ER E.L. EACH ACCIDENT 1000000 $ ,, E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 10, 00000 $ , C Professional Liability CPP2042686-10 02/15/2024 02/15/2025 Each Occurrence Aggregate Limit of Liability $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS? VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required)' PROFESSIONAL LIABILITY RETRO DATE: 02/15/2018 - - CITY OF MIAMI AND OMNI CRA (1401 N. MIAMI AVE. MIAMI, FL 33136) ARE ADDITIONAL INSUREDS ON THE GENERAL LIABILITYAND HIRED AND NON -OWNED AUTO. THE GENERAL LIABILITY APPLIES ON A PRIMARY & NONCONTRIBUTORY BASIS. A WAIVER OF SUBROGATION IN FAVOR OF CITY OF MIAMI APPLIES ON THE GENERAL LIABILITYAND WORKERS COMPENSATION. THE EXCESS LIABILITY FOLLOWS FORM OVER THE GENERAL LIABILITY AND THE EMPLOYERS LIABILITY. CONTRACTUAL LIABILITY IS INCLUDED IN THE GENERAL LIABILITY. CONTINGENT LIABILITY INCLUDED PER FORM NUMBER CG 00 01 04 13. CERTIFICATE HOLDER CANCELLATION OMNI CRA 1401 N. MIAMI AVE. MIAMI FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 00382467 ACC RE) LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY Brown & Brown Insurance Services, Inc. POUCY NUMBER CARRIER NAIC CODE NAMED INSURED Mass Construction Corporation EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance: Notes PER FORM CG 00 01 04 13: 4. OTHER INSURANCE IF OTHER VALID AND COLLECTIBLE INSURANCE IS AVAILABLE TO THE INSURED FOR A LOSS WE COVER UNDER COVERAGES A OR B OF THIS COVERAGE PART, OUR OBLIGATIONS ARE LIMITED AS FOLLOWS: A. PRIMARY INSURANCE THIS INSURANCE IS PRIMARY EXCEPT WHEN PARAGRAPH B. BELOWAPPLIES. IF THIS INSURANCE IS PRIMARY, OUR OBLIGATIONS ARE NOT AFFECTED UNLESS ANY OF THE OTHER INSURANCE IS ALSO PRIMARY. THEN, WE WILL SHARE WITH ALL THAT OTHER INSURANCE BY THE METHOD DESCRIBED IN PARAGRAPH C. BELOW. B. EXCESS INSURANCE (1) THIS INSURANCE IS EXCESS OVER: (A) ANY OF THE OTHER INSURANCE, WHETHER PRIMARY, EXCESS, CONTINGENT OR ON ANY OTHER BASIS: (I) THAT IS FIRE, EXTENDED COVERAGE, BUILDER'S RISK, INSTALLATION RISK OR SIMILAR COVERAGE FOR "YOUR WORK"; (II) THAT IS FIRE INSURANCE FOR PREMISES RENTED TO YOU OR TEMPORARILY OCCUPIED BY YOU WITH PERMISSION OF THE OWNER; (III) THAT IS INSURANCE PURCHASED BY YOU TO COVER YOUR LIABILITY AS A TENANT FOR "PROPERTY DAMAGE" TO PREMISES RENTED TO YOU OR TEMPORARILY OCCUPIED BY YOU WITH PERMISSION OF THE OWNER; OR (IV) IF THE LOSS ARISES OUT OF THE MAINTENANCE OR USE OF AIRCRAFT, "AUTOS" OR WATERCRAFT TO THE EXTENT NOT SUBJECT TO EXCLUSION G. OF SECTION I — COVERAGE A— BODILY INJURYAND PROPERTY DAMAGE LIABILITY. (B) ANY OTHER PRIMARY INSURANCE AVAILABLE TO YOU COVERING LIABILITY FOR DAMAGES ARISING OUT OF THE PREMISES OR OPERATIONS, OR THE PRODUCTS AND COMPLETED OPERATIONS, FOR WHICH YOU HAVE BEEN ADDED AS AN ADDITIONAL INSURED. (2) WHEN THIS INSURANCE IS EXCESS, WE WILL HAVE NO DUTY UNDER COVERAGES A OR B TO DEFEND THE INSURED AGAINST ANY "SUIT' IF ANY OTHER INSURER HASA DUTY TO DEFEND THE INSURED AGAINST THAT "SUIT'. IF NO OTHER INSURER DEFENDS, WE WILL UNDERTAKE TO DO SO, BUT WE WILL BE ENTITLED TO THE INSURED'S RIGHTS AGAINST ALL THOSE OTHER INSURERS. (3) WHEN THIS INSURANCE IS EXCESS OVER OTHER INSURANCE, WE WILL PAY ONLY OUR SHARE OF THE AMOUNT OF THE LOSS, IF ANY, THAT EXCEEDS THE SUM OF: (A) THE TOTAL AMOUNT THAT ALL SUCH OTHER INSURANCE WOULD PAY FOR THE LOSS IN THE ABSENCE OF THIS INSURANCE; AND (B) THE TOTAL OF ALL DEDUCTIBLE AND SELF -INSURED AMOUNTS UNDER ALL THAT OTHER INSURANCE. (4) WE WILL SHARE THE REMAINING LOSS, IF ANY, WITH ANY OTHER INSURANCE THAT IS NOT DESCRIBED IN THIS EXCESS INSURANCE PROVISION AND WAS NOT BOUGHT SPECIFICALLY TO APPLY IN EXCESS OF THE LIMITS OF INSURANCE SHOWN IN THE DECLARATIONS OF THIS COVERAGE PART. ACORD 101 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD QDATE ® A J/ l'./RCERTIFICATE OF LIABILITY INSURANCE (MM/DDIYYYY) 05/13/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the po icy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Brown & Brown Insurance Services, Inc. P.O. Box 2412 Daytona Beach FL 32115-2412 CONTACT Ashley Ridenour NAME: (AM, Ext): (386) 243-3541 FAX No): MAIL Ashley.Ridenour@bbrown.com A ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Specialty Builders Insurance Company 16826 INSURED Mass Construction Corporation 2201 Tequesta Way Miami FL 33133 INSURER B : American Builders Insurance Company 11240 INSURER C: Nautilus Insurance Company 17370 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 24-25 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD I SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL UABIUTY Y GLP 0344957 01 03/28/2024 03/28/2025 EACH OCCURRENCE $ 1,000,000 DAMAGE RENTED PREMISESO(Ea occurrence) $ 300,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10,000 X XCU INCLUDED PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATE P POLICY OTHER: X LIMIT APPLIES JECT PRO PER: LOC PRODUCTS-COMP/OPAGG $ 2,000,000 $ A AUTOMOBILE !� — LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X SCHEDULED AUTOS NON -OWNED AUTOS ONLY GLP 0344957 01 03/28/2024 03/28/2025 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA UAB EXCESS LIAB X OCCUR CLAIMS -MADE UMB 0370015 00 03/28/2024 03/28/2025 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 $ DED X RETENTION $ 0 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory In NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N /A WCV 0314433 03 03/28/2024 03/28/2025 X STA UTE EOTH E.L. EACH ACCIDENT 1000000 $ ,, E.L. DISEASE - EA EMPLOYEE 1,000,000 $ E.L. DISEASE - POLICY LIMIT 1,0, 00000 $ C Professional Liability CPP2042686-10 02/15/2024 02/15/2025 Each Occurrence Aggregate Limit of Liability $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS-/ VEHICLES .(ACORD 101, Additional Remarks Schedule, may be attached If more space is required) PROFESSIONAL LIABILITY°RETRO DATE: 02/15/2018 CITY OF MIAMI AND OMNI CRAARE ADDITIONAL INSUREDS ON THE GENERAL LIABILITY AND HIRED AND NON -OWNED AUTO. THE GENERAL LIABILITY APPLIES ON A PRIMARY & NONCONTRIBUTORY BASIS. A WAIVER OF SUBROGATION IN FAVOR OF CITY OF MIAMI APPLIES ON THE GENERAL LIABILITY AND WORKERS COMPENSATION. THE EXCESS LIABILITY FOLLOWS FORM OVER THE GENERAL LIABILITYAND THE EMPLOYERS LIABILITY. CONTRACTUAL LIABILITY IS INCLUDED IN THE GENERAL LIABILITY. CONTINGENT LIABILITY INCLUDED PER FORM NUMBER CG 00 01 04 13. CERTIFICATE HOLDER CANCELLATION - I City of Miami 444 SW 2nd Ave. 4th Floor Miami FL 33130— SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ' AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 00382467 ACORD LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY Brown & Brown Insurance Services, Inc. POLICY NUMBER CARRIER NAIC CODE NAMED INSURED Mass Construction Corporation EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance: Notes PER FORM CG 00 01 04 13: 4. OTHER INSURANCE IF OTHER VALID AND COLLECTIBLE INSURANCE IS AVAILABLE TO THE INSURED FOR A LOSS WE COVER UNDER COVERAGES A OR B OF THIS COVERAGE PART, OUR OBLIGATIONS ARE LIMITED AS FOLLOWS: A. PRIMARY INSURANCE THIS INSURANCE IS PRIMARY EXCEPT WHEN PARAGRAPH B. BELOWAPPLIES. IF THIS INSURANCE IS PRIMARY, OUR OBLIGATIONS ARE NOT AFFECTED UNLESS ANY OF THE OTHER INSURANCE IS ALSO PRIMARY. THEN, WE WILL SHARE WITH ALL THAT OTHER INSURANCE BY THE METHOD DESCRIBED IN PARAGRAPH C. BELOW. B. EXCESS INSURANCE (1) THIS INSURANCE IS EXCESS OVER: (A) ANY OF THE OTHER INSURANCE, WHETHER PRIMARY, EXCESS, CONTINGENT OR ON ANY OTHER BASIS: (I) THAT IS FIRE, EXTENDED COVERAGE, BUILDER'S RISK, INSTALLATION RISK OR SIMILAR COVERAGE FOR "YOUR WORK"; (II) THAT IS FIRE INSURANCE FOR PREMISES RENTED TO YOU OR TEMPORARILY OCCUPIED BY YOU WITH PERMISSION OF THE OWNER; (III) THAT IS INSURANCE PURCHASED BY YOU TO COVER YOUR LIABILITY AS A TENANT FOR "PROPERTY DAMAGE" TO PREMISES RENTED TO YOU OR TEMPORARILY OCCUPIED BY YOU WITH PERMISSION OF THE OWNER; OR (IV) IF THE LOSS ARISES OUT OF THE MAINTENANCE OR USE OF AIRCRAFT, "AUTOS" OR WATERCRAFT TO THE EXTENT NOT SUBJECT TO EXCLUSION G. OF SECTION I — COVERAGE A— BODILY INJURYAND PROPERTY DAMAGE LIABILITY. (B) ANY OTHER PRIMARY INSURANCE AVAILABLE TO YOU COVERING LIABILITY FOR DAMAGES ARISING OUT OF THE PREMISES OR OPERATIONS, OR THE PRODUCTS AND COMPLETED OPERATIONS, FOR WHICH YOU HAVE BEEN ADDED AS AN ADDITIONAL INSURED. (2) WHEN THIS INSURANCE IS EXCESS, WE WILL HAVE NO DUTY UNDER COVERAGES A OR B TO DEFEND THE INSURED AGAINSTANY "SUIT' IF ANY OTHER INSURER HAS A DUTY TO DEFEND THE INSURED AGAINST THAT "SUIT'. IF NO OTHER INSURER DEFENDS, WE WILL UNDERTAKE TO DO SO, BUT WE WILL BE ENTITLED TO THE INSURED'S RIGHTS AGAINST ALL THOSE OTHER INSURERS. (3) WHEN THIS INSURANCE IS EXCESS OVER OTHER INSURANCE, WE WILL PAY ONLY OUR SHARE OF THE AMOUNT OF THE LOSS, IF ANY, THAT EXCEEDS THE SUM OF: (A) THE TOTAL AMOUNT THATALL SUCH OTHER INSURANCE WOULD PAY FOR THE LOSS IN THE ABSENCE OF THIS INSURANCE; AND (B) THE TOTAL OF ALL DEDUCTIBLE AND SELF -INSURED AMOUNTS UNDER ALL THAT OTHER INSURANCE. (4) WE WILL SHARE THE REMAINING LOSS, IF ANY, WITH ANY OTHER INSURANCE THAT IS NOT DESCRIBED IN THIS EXCESS INSURANCE PROVISION AND WAS NOT BOUGHT SPECIFICALLY TO APPLY IN EXCESS OF THE LIMITS OF INSURANCE SHOWN IN THE DECLARATIONS OF THIS COVERAGE PART. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD R �® A CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 05/15/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the po icy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Brown & Brown Insurance Services, Inc. P.O. Box 2412 Daytona Beach FL 32115-2412 CONTACT Ashley Ridenour NAME: AHONN Est): (A/C, 243-3541 FAX (A/C.C, No): E-MAIL Ashley.Ridenour@bbrown.com ADDRESS: INSURERS) AFFORDING COVERAGE NAIC # INSURERA: Specialty Builders Insurance Company 16826 INSURED Mass Construction Corporation 2201 Tequesta Way Miami FL 33133 INSURER B : American Builders Insurance Company 11240 INSURER C: Nautilus Insurance Company 17370 INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 24-25 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LT TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF POLICY EFF (MM/DD/YYYY) PIJCY EXP POUCY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERALUABILITY GLP 0344957 01 03/28/2024 03/28/2025 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTD PREMISES (Ea occu ence) $ 300'000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 10,000 X XCU INCLUDED PERSONAL &ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'LAGGREGATE P POLICY OTHER: X LIMIT APPLIES PRO JECT PER: LOC PRODUCTS-COMP/OPAGG $ 2,000,000 $ A AUTOMOBILE X UABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY X _ SCHEDULED AUTOS NON -OWNED AUTOS ONLY GLP 0344957 01 03/28/2024 03/28/2025 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE UMB 0370015 00 03/28/2024 03/28/2025 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 $ DED X RETENTION $ 0 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/ N N N/A WCV031443303 03/28/2024 03/28/2025 X STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1000,000 $ , C Professional Liability CPP2042686-10 02/15/2024 02/15/2025 Each Occurrence Aggregate Limit of Liability $1,000,000 $1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) PROFESSIONAL LIABILITY RETRO DATE: 02/15/2018 CITY OF MIAMI AND OMNI CRA (1401 N. MIAMI AVE. MIAMI, FL 33136) ARE ADDITIONAL INSUREDS ON THE GENERAL LIABILITYAND HIRED AND NON -OWNED AUTO. THE GENERAL LIABILITYAPPLIES ON A PRIMARY & NONCONTRIBUTORY BASIS. A WAIVER OF SUBROGATION IN FAVOR OF CITY OF MIAMI APPLIES ON THE GENERAL LIABILITY AND WORKERS COMPENSATION. THE EXCESS LIABILITY FOLLOWS FORM OVER THE GENERAL LIABILITYAND THE EMPLOYERS LIABILITY. CONTRACTUAL LIABILITY IS INCLUDED IN THE GENERAL LIABILITY. CONTINGENT LIABILITY INCLUDED PER FORM NUMBER CG 00 01 04 13. CERTIFICATE HOLDER CANCELLATION I OMNI CRA 1401 N. MIAMI AVE. MIAMI FL 33136 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE �% --- ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 00382467 ACCORD LOC #: ADDITIONAL REMARKS SCHEDULE Page of AGENCY Brown & Brown Insurance Services, Inc. NAMED INSURED Mass Construction Corporation POLICY NUMBER CARRIER NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance: Notes I PER FORM CG 00 01 04 13: 14. OTHER INSURANCE 'IF OTHER VALID AND COLLECTIBLE INSURANCE IS AVAILABLE TO THE INSURED FOR A LOSS WE COVER UNDER COVERAGES A OR B OF THIS COVERAGE PART, OUR OBLIGATIONS ARE LIMITED AS FOLLOWS: A. PRIMARY INSURANCE THIS INSURANCE IS PRIMARY EXCEPT WHEN PARAGRAPH B. BELOWAPPLIES. IF THIS INSURANCE IS PRIMARY, OUR OBLIGATIONS ARE NOT AFFECTED UNLESS ANY OF THE OTHER INSURANCE IS ALSO PRIMARY. THEN, WE WILL SHARE WITH ALL THAT OTHER INSURANCE BY THE METHOD DESCRIBED IN PARAGRAPH C. BELOW. B. EXCESS INSURANCE (1) THIS INSURANCE IS EXCESS OVER: (A) ANY OF THE OTHER INSURANCE, WHETHER PRIMARY, EXCESS, CONTINGENT OR ON ANY OTHER BASIS: (I) THAT IS FIRE, EXTENDED COVERAGE, BUILDER'S RISK, INSTALLATION RISK OR SIMILAR COVERAGE FOR "YOUR WORK"; (II) THAT IS FIRE INSURANCE FOR PREMISES RENTED TO YOU OR TEMPORARILY OCCUPIED BY YOU WITH PERMISSION OF THE OWNER; (III) THAT IS INSURANCE PURCHASED BY YOU TO COVER YOUR LIABILITY AS A TENANT FOR "PROPERTY DAMAGE TO PREMISES RENTED TO YOU OR TEMPORARILY OCCUPIED BY YOU WITH PERMISSION OF THE OWNER; OR (IV) IF THE LOSS ARISES OUT OF THE MAINTENANCE OR USE OF AIRCRAFT, "AUTOS" OR WATERCRAFT TO THE EXTENT NOT SUBJECT TO EXCLUSION G. OF SECTION I — COVERAGE A— BODILY INJURY AND PROPERTY DAMAGE LIABILITY. (B) ANY OTHER PRIMARY INSURANCE AVAILABLE TO YOU COVERING LIABILITY FOR DAMAGES ARISING OUT OF THE PREMISES OR OPERATIONS, OR THE PRODUCTS AND COMPLETED OPERATIONS, FOR WHICH YOU HAVE BEEN ADDED AS AN ADDITIONAL INSURED. (2) WHEN THIS INSURANCE IS EXCESS, WE WILL HAVE NO DUTY UNDER COVERAGES A OR B TO DEFEND THE INSURED AGAINSTANY "SUIT' IF ANY OTHER INSURER HAS A DUTY TO DEFEND THE INSURED AGAINST THAT "SUIT'. IF NO OTHER INSURER DEFENDS, WE WILL UNDERTAKE TO DO SO, BUT WE WILL BE ENTITLED TO THE INSURED'S RIGHTS AGAINSTALL THOSE OTHER INSURERS. (3) WHEN THIS INSURANCE IS EXCESS OVER OTHER INSURANCE, WE WILL PAY ONLY OUR SHARE OF THE AMOUNT OF THE LOSS, IF ANY, THAT EXCEEDS THE SUM OF: (A) THE TOTALAMOUNTTHATALL SUCH OTHER INSURANCE WOULD PAY FOR THE LOSS IN THE ABSENCE OF THIS INSURANCE; AND (B) THE TOTAL OF ALL DEDUCTIBLE AND SELF -INSURED AMOUNTS UNDER ALL THAT OTHER INSURANCE. (4) WE WILL SHARE THE REMAINING LOSS, IF ANY, WITH ANY OTHER INSURANCE THAT IS NOT DESCRIBED IN THIS EXCESS INSURANCE PROVISION AND WAS NOT BOUGHT SPECIFICALLY TO APPLY IN EXCESS OF THE LIMITS OF INSURANCE SHOWN IN THE DECLARATIONS OF THIS COVERAGE PART. ACORD 101 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD lFirst Bank INTERNATIONAL DEPARTMENT 1130 Munoz Rivera Ave. 4th Floor San Juan, Puerto Rico 00927 Tel (787) 729-8342,3 Fax (787)729-8206 SWIFT FBPRPRSJ NOVEMBER 15, 2024 OMNI REDEVELOPMENT DISTRICT COMMUNITY REEDEVELOPMENT AGENCY 1401 N MIAMI AVE MIAMI, FLORIDA, 33136 REFERENCE: OUR STANDBY LETTER OF CREDIT NO. SB20245215 IN FAVOR OF: OMNI REDEVELOPMENT DISTRICT COMMUNITY REEDEVELOPMENT AGENCY DATE AND PLACE OF EXPIRY: 02/28/2025 SAN JUAN PUERTO RICO L/C AMOUNT: USD3,100,000.00 BENEFICIARY: APPLICANT: OMNI REDEVELOPMENT DISTRICT COMMUNITY REEDEVELOPMENT AGENCY 1401 N MIAMI AVE MIAMI, FLORIDA, 33136 GENTLEMEN: MASS CONSTRUCTION CORPORATION 2201 TEQUESTA WAY MIAMI, FL, 33133 WE HEREBY ISSUE OUR IRREVOCABLE/STANDBY LETTER OF CREDIT NO. SB20245215, IN FAVOR OF OMNI REDEVELOPMENT DISTRICT COMMUNITY REEDEVELOPMENT AGENCY, HEREINAFTER REFERRED TO AS 'BENEFICIARY', AT THE REQUEST OF MASS CONSTRUCTION CORPORATION, HEREINAFTER REFERRED TO AS 'APPLICANT', IN AN AMOUNT NOT TO EXCEED IN THE AGGREGATE OF THREE MILLION ONE HUNDRED THOUSAND DOLLARS AND 00/100 $3,100,000.00 U.S. DOLLARS. FUNDS ARE AVAILABLE BY YOUR DRAFT ON US AT SIGHT, BEARING THE CLAUSE: DRAWN UNDER FIRSTBANK PUERTO RICO LETTER OF CREDIT NO.SB20245215 DRAFT DATED 11/15/2024 AND ACCOMPANIED BY THE FOLLOWING DOCUMENTS: 1. THIS ORIGINAL LETTER OF CREDIT AND ANY AMENDMENTS THERETO. 2. A STATEMENT SIGNED BY A PURPORTED OFFICER/REPRESENTATIVE OF THE BENEFICIARY WHICH READS: WE HEREBY CERTIFY THAT THE DRAFT ACCOMPANYING THIS STATEMENT DRAWN UNDER FIRSTBANK PUERTO RICO LETTER OF CREDIT NO.SB20245215 REPRESENTS A DEFAULT IN THE CERTAIN AGREEMENT DATED 11/15/2024 BETWEEN THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REEDEVELOPMENT AGENCY AND MASS CONSTRUCTION CORPORATION IN REFERENCE TO A BUILDING PERMIT FOR THE DEVELOPMENT OF A RESIDENTIAL BUILDING PURSUANT TO MIAMI-DADE CONSTRUCTION BUILDING PERMIT NO. BD22-005913-001-B001 FOR THE DEVELOPMENT OF A RESIDENTIAL PROJECT LOCATED AT APPROXIMATELY 2003 N MIAMI AVE, MIAMI, FLORIDA.' IT IS A CONDITION OF THIS STANDBY LETTER OF CREDIT THAT IT IS DEEMED TO BE AUTOMATICALLY EXTENDED WITHOUT AMENDMENT FOR PERIOD(S) OF ONE YEAR EACH FROM THE CURRENT EXPIRY DATE HEREOF, OR ANY FUTURE EXPICREDIT EXTENDEDLESS AT LEAST (60) DAYS PRIOR TO ANY EXPIRATION DATE, WE NOTIFY YOU BY REGISTERED MAIL OR OVER NIGHT COURIER TO OMNI REDEVELOPMENT DISTRICT COMMUNITY REEDEVELOPMENT AGENCY AT 1401 N MIAMI AVE, MIAMI, FL 33136 THAT WE ELECT NOT TO CONSIDER THIS LETTER OF CREDIT EXTENDED FOR ANY SUCH ADDITIONAL PERIOD. HOWEVER, IN NO EVENT SHALL THIS LETTER OF CREDIT BE AUTOMATICALLY EXTENDED BEYOND 2/28/25. SB20245215 Page 1 of 2 lFirst Bank INTERNATIONAL DEPARTMENT 1130 Munoz Rivera Ave. 4th Floor San Juan, Puerto Rico 00927 Tel (787) 729.8342,3 Fax (787)7294206 SWIFT FBPRPRSJ IT IS AGREED THAT THE OMNI REDEVELOPMENT DISTRICT COMMUNITY REEDEVELOPMENT AGENCY WILL MAKE DIRECT PAYMENTS TO MASS CONSTUCTION CORPORATION AS FOLLOWS. EACH PAYMENT IS CONSIDERED AN ACCEPTANCE TO THE WORK COMPLETED AND A REDUCTION TO THE LETTER OF CREDIT. THE CONTRACT TERMS BETWEEN MASS CONSTRUCTION CORPORATION AND KUSH HOSPITALITY FOR THE CONSTRUCTION OF THIS PROJECT IN NO WAY ARE TO ADVERSLY IMPACTED BY THIS LETTER. DATE PAYMENT NOVEMBER 2024 $1,565,855.20 DECEMBER 2024 $450,000.00 JANUARY 2025 $500,000.00 FEBRUARY 2025 $584,144.80 TOTAL $3,100,000.00 WE HEREBY ENGAGE WITH YOU THAT ALL SIGHT DRAFTS DRAWN UNDER AND IN CONFORMITY WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY HONORED IF DRAWN AND PRESENTED FOR PAYMENT TOGETHER WITH THE DOCUMENTS REQUIRED HEREIN TO FIRSTBANK PR, INTERNATIONAL DEPARTMENT, 1130 MUNOZ RIVERA AVE. 4TH FLOOR, SAN JUAN PUERTO RICO 00927, IF PRESENTED BEFORE 2:00 P.M. EST ON OR BEFORE THE EXPIRATION DATE. WE ARE SUBJECT TO VARIOUS LAWS, REGULATIONS AND EXECUTIVE AND JUDICIAL ORDERS (INCLUDING ECONOMIC SANCTIONS, EMBARGES, ANTI-BOYCOT, ANTI -MONEY-LAUNDERING, ANTI -TERRORISM, AND ANTI -DRUG TRAFFICKING LAWS AND REGULATIONS) OF THE US, INCLUDING, WITHOUT LIMITATION, THE U.S. PATRIOT ACT AND OFAC REGULATIONS. WE WILL NOT BE LIABLE FOR OUR FAILURE TO MAKE, OR OUR DELAY IN MAKING, PAYMENT UNDER THIS LETTER OF CREDIT OR FOR ANY OTHER ACTION WE TAKE OR DO NOT TAKE, OR ANY DISCLUSURE WE MAKE, UNDER OR IN CONNECTION WITH THIS LETTER OF CREDIT IN ACCORDANCE WITH THE REQUIREMENTS OF APPLICABLE U.S. LAWS. EXCEPT SO FAR AS OTHERWISE STATED HEREIN, THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (2007 REVISION). INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO.600. Authorized Signature SB20245215 Page 2 of 2 EXHIBIT "K" ANTI -HUMAN TRAFFICKING AFFIDAVIT Nongovernmental Entity: ANTI —HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida and in good standing with the Florida Department of State, Division of Corporations. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024), attached and incorporated herein as Exhibit Affidavit-1. 2. Under penalties of perjury, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti - Human Trafficking Affidavit. KUA/1 ?CAI U( Name: it-11041,3 Vt).y Officer Title: okAta, Signature of Officer: 4� `i/f Office Address: 2 (1)?j A), Am; I Email Address: MO & Y tijNojl?ihifti.(e-) FEIN No. 2/7-_36 / / 5/ 7/y STATE OF FLORIDA COUNTY OF MIAMI-DADE 3 2) 1 2 r, 7 / `� Main Phone Number: 30.s � ✓ 76 — 7 50V The foregoing instrument was sworn to and subscribed before me by means of Z physical presence or O online notarization, this T1 day of PeartAble. byMilletitIV , as the authorized officer or representative for the nongovernmental entity.. He/she is personally known to me or has produced Fie. DIM( uio' (NCe[R'R DLIC-3 3.i 1*s hind FRANCES LLOP-NOY MY COMMISSION # HH 389636 EXPIRES: August 21, 2027 My Commission Expires: ?Z-/- as identification. Si ni nfe of Person Mking 0th (Printed, Typed, or Stamped Name of Notary Public) EXHIBIT AFFIDAVIT-1 SECTION 787.06, FLORIDA STATUTES (2024) Select Year: The 2024 Florida Statutes 2024 v Go Title Chapter 787 View Entire XLVI KIDNAPPING; CUSTODY OFFENSES; HUMAN TRAFFICKING; AND RELATED Chapter CRIMES OFFENSES 787.06 Human trafficking.— (1)(a) The Legislature finds that human trafficking is a form of modern-day slavery. Victims of human trafficking are young children, teenagers, and adults. Thousands of victims are trafficked annually across international borders worldwide. Many of these victims are trafficked into this state. Victims of human trafficking also include citizens of the United States and those persons trafficked domestically within the borders of the United States. The Legislature finds that victims of human trafficking are subjected to force, fraud, or coercion for the purpose of sexual exploitation or forced labor. (b) The Legislature finds that while many victims of human trafficking are forced to work in prostitution or the sexual entertainment industry, trafficking also occurs in forms of labor exploitation, such as domestic servitude, restaurant work, janitorial work, sweatshop factory work, and migrant agricultural work. (c) The Legislature finds that traffickers use various techniques to instill fear in victims and to keep them enslaved. Some traffickers keep their victims under lock and key. However, the most frequently used practices are less obvious techniques that include isolating victims from the public and family members; confiscating passports, visas, or other identification documents; using or threatening to use violence toward victims or their families; telling victims that they will be imprisoned or deported for immigration violations if they contact authorities; and controlling the victims' funds by holding the money ostensibly for safekeeping. (d) It is the intent of the Legislature that the perpetrators of human trafficking be penalized for their illegal conduct and that the victims of trafficking be protected and assisted by this state and its agencies. In furtherance of this policy, it is the intent of the Legislature that the state Supreme Court, The Florida Bar, and relevant state agencies prepare and implement training programs in order that judges, attorneys, law enforcement personnel, investigators, and others are able to identify traffickers and victims of human trafficking and direct victims to appropriate agencies for assistance. It is the intent of the Legislature that the Department of Children and Families and other state agencies cooperate with other state and federal agencies to ensure that victims of human trafficking can access social services and benefits to alleviate their plight. (2) As used in this section, the term: (a) "Coercion" means: 1. Using or threatening to use physical force against any person; 2. Restraining, isolating, or confining or threatening to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or services are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threatening to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of s. 893.03 to any person for the purpose of exploitation of that person. (b) "Commercial sexual activity" means any violation of chapter 796 or an attempt to commit any such offense, and includes sexually explicit performances and the production of pornography. (c) "Financial harm" includes extortionate extension of credit, loan sharking as defined in s. 687.071, or employment contracts that violate the statute of frauds as provided in s. 725.01. (d) "Human trafficking" means transporting, soliciting, recruiting, harboring, providing, enticing, maintaining, purchasing, patronizing, procuring, or obtaining another person for the purpose of exploitation of that person. (e) "Labor" means work of economic or financial value. (f) "Maintain" means, in relation to labor or services, to secure or make possible continued performance thereof, regardless of any initial agreement on the part of the victim to perform such type service. (g) "Obtain" means, in relation to labor, commercial sexual activity, or services, to receive, take possession of, or take custody of another person or secure performance thereof. (h) "Services" means any act committed at the behest of, under the supervision of, or for the benefit of another. The term includes, but is not limited to, forced marriage, servitude, or the removal of organs. (i) "Sexually explicit performance" means an act or show, whether public or private, that is live, photographed, recorded, or videotaped and intended to arouse or satisfy the sexual desires or appeal to the prurient interest. (j) "Unauthorized alien" means an alien who is not authorized under federal law to be employed in the United States, as provided in 8 U.S.C. s. 1324a(h)(3). The term shall be interpreted consistently with that section and any applicable federal rules or regulations. (k) "Venture" means any group of two or more individuals associated in fact, whether or not a legal entity. (3) Any person who knowingly, or in reckless disregard of the facts, engages in human trafficking, or attempts to engage in human trafficking, or benefits financially by receiving anything of value from participation in a venture that has subjected a person to human trafficking: (a)1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Using coercion for commercial sexual activity of an adult commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (c)1. For labor or services of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for labor or services of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (d) Using coercion for commercial sexual activity of an adult who is an unauthorized alien commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (e)1. For labor or services who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082„ s. 775.083, or s. 775.084. 2. Using coercion for labor or services who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (f)1. For commercial sexual activity who does so by the transfer or transport of any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age from outside this state to within this state commits a felony of the first degree, punishable by imprisonment for a term of years not exceeding life, or as provided in s. 775.082, s. 775.083, or s. 775.084. 2. Using coercion for commercial sexual activity who does so by the transfer or transport of an adult from outside this state to within this state commits a felony of the first degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (g) For commercial sexual activity in which any child younger than 18 years of age or an adult believed by the person to be a child younger than 18 years of age, or in which any person who is mentally defective or mentally incapacitated as those terms are defined in s. 794.011(1), is involved commits a life felony, punishable as provided in s. 775.082(3)(a)6., s. 775.083, or s. 775.084. For each instance of human trafficking of any individual under this subsection, a separate crime is committed and a separate punishment is authorized. (4)(a) Any parent, legal guardian, or other person having custody or control of a minor who sells or otherwise transfers custody or control of such minor, or offers to sell or otherwise transfer custody of such minor, with knowledge or in reckless disregard of the fact that, as a consequence of the sale or transfer, the minor will be subject to human trafficking commits a life felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. (b) Any person who, for the purpose of committing or facilitating an offense under this section, permanently brands, or directs to be branded, a victim of an offense under this section commits a second degree felony, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. For purposes of this subsection, the term "permanently branded" means a mark on the individual's body that, if it can be removed or repaired at all, can only be removed or repaired by surgical means, laser treatment, or other medical procedure. (5) The Criminal Justice Standards and Training Commission shall establish standards for basic and advanced training programs for law enforcement officers in the subjects of investigating and preventing human trafficking crimes. Every basic skills course required for law enforcement officers to obtain initial certification must include training on human trafficking crime prevention and investigation. (6) Each state attorney shall develop standards of instruction for prosecutors to receive training on the investigation and prosecution of human trafficking crimes and shall provide for periodic and timely instruction. (7) Any real property or personal property that was used, attempted to be used, or intended to be used in violation of this section may be seized and shall be forfeited as provided by the Florida Contraband Forfeiture Act. After satisfying any liens on the property, the remaining proceeds from the sale of any property seized under this section and owned by a defendant convicted of a violation of this section must first be allocated to pay any order of restitution of a human trafficking victim in the criminal case for which the owner was convicted. If there are multiple human trafficking victims in the criminal case, the remaining proceeds must be allocated equally among the victims to pay restitution. If the proceeds are sufficient to pay any such order of restitution, any remaining proceeds must be disbursed as required by s. 932.7055(5)-(9). (8) The degree of an offense shall be reclassified as follows if a person causes great bodily harm, permanent disability, or permanent disfigurement to another person during the commission of an offense under this section: (a) A felony of the second degree shall be reclassified as a felony of the first degree. (b) A felony of the first degree shall be reclassified as a life felony. (9) In a prosecution under this section, the defendant's ignorance of the victim's age, the victim's misrepresentation of his or her age, or the defendant's bona fide belief of the victim's age cannot be raised as a defense. (10)(a) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity, which is held by an agency, as defined in s. 119.011, is confidential and exempt from s. 119.07(1) and s. 24(a), Art. I of the State Constitution. This exemption applies to such confidential and exempt information held by an agency before, on, or after the effective date of the exemption. (b) Information about the location of a residential facility offering services for adult victims of human trafficking involving commercial sexual activity may be provided to an agency, as defined in s. 119.011, as necessary to maintain health and safety standards and to address emergency situations in the residential facility. (c) The exemptions from s. 119.07(1) and s. 24(a), Art. I of the State Constitution provided in this subsection do not apply to facilities licensed by the Agency for Health Care Administration. (11) A victim's lack of chastity or the willingness or consent of a victim is not a defense to prosecution under this section if the victim was under 18 years of age at the time of the offense. (12) The Legislature encourages each state attorney to adopt a pro -prosecution policy for human trafficking offenses, as provided in this section. After consulting the victim, or making a good faith attempt to consult the victim, the state attorney shall determine the filing, nonfiling, or diversion of criminal charges even in circumstances when there is no cooperation from a victim or over the objection of the victim, if necessary. (13) When a contract is executed, renewed, or extended between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide the governmental entity with an affidavit signed by an officer or a representative of the nongovernmental entity under penalty of perjury attesting that the nongovernmental entity does not use coercion for labor or services as defined in this section. For purposes of this subsection, the term "governmental entity" has the same meaning as in s. 287.138(1). History.—s. 2, ch. 2004-391; s. 1, ch. 2006-168; s. 5, ch. 2012-97; s. 300, ch. 2014-19; s. 7, ch. 2014-160; s. 96, ch. 2015-2; s. 2, ch. 2015-147; s. 3, ch. 2016-24; s. 25, ch. 2016-105; s. 4, ch. 2016-199; s. 2, ch. 2020-49; s. 2, ch. 2021-189; s. 3, ch. 2023-86; s. 7, ch. 2024- 184. Copyright © 1995-2024 The Florida Legislature • Privacy Statement • Contact Us EXHIBIT "L" BENEFICIAL INTEREST AND DISCLOSURE OF OWNERSHIP AFFIDAVIT BENEFICIAL INTEREST AND DISCLOSURE OF OWNERSHIP AFFIDAVIT 1. This Affidavit is submitted to the OMNI REDEVELOPMENT DISTRICT COMMUNITY REDEVELOPMENT AGENCY, a Public Agency and Body Corporate created pursuant to Section 163.356, Florida Statutes, whereupon the undersigned authority, personally appeared, Matthew J. Kuscher, as authorized member ("Corporate Representative") of KUSH PROPERTY LLC, a Florida limited liability company, whose mailing address is 2911 GRANDE AVE STE 400D, Miami, FL 33133, and (if applicable) its Federal Employer Identification Number (FEIN) is: 87-3013578, subject to the penalties prescribed for perjury, deposes and says: 2. The Corporate Representative has read the contents of this Affidavit, has actual knowledge of the facts contained herein, and states that the facts contained herein are true, correct, and complete. 3. The following is a list of every "person" (as defined in Section 1.01(3), Florida Statues to include individuals, children firms, associates, joint ventures, partnerships, estates, trusts, business trusts, syndicates, fiduciaries, corporations and all other groups and combinations) as of the date hereof holding 5% or more of the beneficial interest in the disclosing entity: MATTHEW KUSCHER (99%) 4. This affidavit may be signed in several counterparts, each of which shall be an original and all of which together shall constitute but one and the same document binding on all of the parties, notwithstanding that not all of the parties have signed the same counterpart. Any signature delivered by a party by facsimile, email or other electronic transmission shall be deemed to be an original signature to this affidavit. IN WITNESS WHEREOF, the undersigned has hereunto set its hand as of the day and year first above written. KUSH PROPERTY LLC, a Florida Limited Liability Company By: Print Name: Matthew Kuscher Title: Authorized Member STATE OF FLORIDA ) SS: COUNTY OF MIAMI-DADE ) Sworn to and subscribed before me this 1/. day of December, 2024, by Matthew J. Kuscher, as, the authorized member of KUSH PROPERTY LLC, on behalf of said entity, who is ( ) personally known to me or ( i( ) has produced the following identification FLA Driver tkai.. •, FRANCES LLOP-NOY MY COMMISSION # HH 389636 EXPIRES: August 21, 2027 (Printed, typed or stamped commissioned Not'a/Public — State of Florid al eilWol My commission expires EXHIBIT "M" CONFLICT OF INTEREST DISCLOSURE AFFIDAVIT CONFLICT OF INTEREST DISCLOSURE AFFIDAVIT CHAPTER 112, FLORIDA STATUTES THIS FORM MUST BE SIGNED AND SWORN TO INT THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. The undersigned, being first dulysworn, states: 1. The full legal name and business address of the person or entity contracting or transacting business with the City of Miami is: KUSH PROPERTY, LLC 2. The LLC is formed as a: Florida Limited Liability Company. 3. The LLC was formed or incorporated in the following year and state: _20 2 2.1-FL 4. The LLC is registered in the following state(s): Florida. 5. FOR CORPORATIONS: A. The following trustees, advisory board members or purchasing agents of the City or their spouses or children are officers or directors of the corporation: NONE B. The following trustees, advisory board members or purchasing agents of the City or their spouses or children or any combination thereof hold directly or indirectly more than 5% but less than 10% ownership in the corporation's stock: NONE C. The following trustees, advisory board members or employees of the City or their spouses, children or parents hold directly or indirectly 10% or more of the ownership in the corporation's stock: NONE D. The following trustees, advisory board members or employees of the City are employees of or in a contractual relationship with the corporation: NONE 6. This affidavit may be signed in several counterparts, each of which shall be an original and all of which together shall constitute but one and the same document binding on all of the parties, notwithstanding that not all of the parties have signed the same counterpart. Any signature delivered by a party by facsimile, email or other electronic transmission shall be deemed to be an original signature to this affidavit. [SIGNATURES CONTINUED] 1 KUSH PROPERTY, LLC, a Florida Limited Liability Company By: KUSH PROPERTY, LLC, its Authorized Member By: Print Name: Matthew Kuscher. Title: Owner STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) Sworn to and subscribed before me this 1'" day of December, 2024, by Matthew Kuscher, as owner of Kush Property LLC, a Florida Limited Liability Company, on behalf of said entity, who is ( ) personally known to me or ( ) has produced the following identification ft_• 1?iiWi l4ct4106/ FRANCES LLOP-NOY MY COMMISSION # HH 389636 EXPIRES: August 21, 2027 (Printed, typed or stamped commissioned NotlhPublic — State of Floral My commission expires iV j.24 l w w1 2 EXIIIBIT "N" CERTIFICATION REGARDING LOBBYING EXHIBIT N CERTIFICATION REGARDING LOBBYING Certification for Contracts, Grants, Loans, and Cooperative Agreements The undersigned certifies to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid, or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency a Member of Congress, an officer or employee of Congress, or an employee of aMember of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) This undersigned shall require that the language of this certification be included in the award documents for "All" sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans, and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. * Note: In these instances, "All" in the Final Rule is expected to be clarified to show that it applies to cover Contract/grant transactions over $100,000 (per QMB). This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a pre -requisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Authorized Representative Signature: zit 7/2/ Date Title: p wp/tg--- STATE OF FLORIDA COUNTY OF MIAMI=BADE The foregoing instrument was acknowledged before me by means of clit physical presence or ❑ online notarization, this day of D!r, rteet'' 20 114 by MAH4111W VIA5414C of je.ttk 1h a corporation, on behalf of the corporation. He/she is personally known to me or has produced,�1VYl 1ot_J as identification. n a FRANCES LLOP-NOY MY COMMISSION # HH 389636 EXPIRES: August 21, 2027 Sig re of Notary EXHIBIT 0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION & OTHER RESPONSIBILITY MATTERS PRIMARY COVERED TRANSACTIONS EXHIBIT 0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION & OTHER RESPONSIBILITY MATTERS PRIMARY COVERED TRANSACTIONS 1. The Undersigned certifies to the best of its knowledge and belief, that it and its principals: a Are not presently debarred, suspended, proposed for debarment, and declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency. b. Have not within a three-year period preceding this proposal been convicted of or had a civil judgement rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or falsification or destruction of records, making false statements, or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a government entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 1.b of this certification; and d Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default. 2. Where the prospective primary participant is unable to certify to any of the statements in this certification, such prospective participant shall submit an explanation to the City of Miami. Authorized Representative Signature: Print Name: Title: ,44a1-+ti KLhck- b J eL r2/172( ate STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of physical presen a or ❑ online notarization, this 11 day of 1. !L,/,s4,4 20'by getiuditiov 14~ of lewsk , a corporation, on behalf of the corporation. a/she is personally known to me or has produced ' �i"( dt d`iaAS ' as identification. [Notary Seal FRANCES LLOP-NOY MY COMMISSION # HH 389636 EXPIRES: August 21, 2027 EXILIBIT P SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(A). FLORIDA STATUTES ON PUBLIC ENTITY CRIME EXHIBIT P SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(A). FLORIDA STATUTES ON PUBLIC ENTITY CRIME THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submittedto Q IAN 1 %PArvw[ot i e %6trict CNY ihun� 1 I x 'r a k 1 by 0,i,\) 140 5c6r C 00 - ¥\o (Print this individual's name and title) for � 1� ?C(1, 1�!! LLC (Print name of entity submitting statements) whose business address is \D17 t' ( 33 127 and if applicable is Federal Employer Identification Number (FEIN) is q. 7 -,3 0 i 3 57g If the entity has no FEIN, include the Social Security Number of the individual signing this sworn Statement: 2. I understand that a "public entity crime" as defined in paragraph 287.133(1)(a), Florida Statutes, mean a violation of any state or federal law by a person with respect to and directly related to the transactions of business with any public entity or with an agency or political subdivision of any other state or with the United States including, but not limited to any bid or contract for goods or services to be provided to any public entity or any agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 3. I understand that "convicted" or "convection" as defined in Paragraph 287.133(1)(b), Florida Statutes means a finding of guilt or a conviction of a public entity crime, with or without adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a Jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 4. I understand that an "affiliate" as defined in paragraph 287.133(1)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of public entity crime; or 2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 5. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. 6. Based on information and belief, the statement which I have marked below is true in a relation to the entity submitting this sworn statement. (Please indicate with an "X" which statement applies). \ Neither the entity submitting this sworn statement, nor any of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or any affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. AND (Please indicate which additional statement applies). The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity, or agents who are active in the management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime within the past 36 months. However, there has been a subsequent proceeding before a Hearing Officers of the State of Florida, Division of Administrative Hearings and the Final Order by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. (Attached is a copy of the final order). I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THE PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED AND FOR THE PERIOD OF THE CONTRACT ENTERED INTO, WHICHEVER PERIOD IS LONGER. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES, FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. Authorized Representative Signature: Print ame: A 14f w KL5(14__ Title: t7 Date STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me by means of physical presence or 0 online notarization, this day of Tltl/t 20 20 by t JailiAA) kM51.e of Atsk Reat9441 a Lif✓' corporation, on behalf of the corporation. a/she is personally known to me or has produced g-'l.- *WNW, L17,4'i%E/ as identi cation. [Notary Sea • ni rr •* FRANCES LLOP-NOY MY COMMISSION # HH 389636 EXPIRES: August 21, 2027 SCHEDULE A SENIOR LENDER/ CURRENT MORTGAGE 1. Loan from CF Financial Services, LLC, a Florida limited liability company in the amount of $2,200.000.00, evidenced by a promissory note and mortgage; SCHEDULE B EXISTING TENANT LIST AND RENT ROLL Tenant: KUSH WYNWOOD LLC Landlord: KUSH PROPERTY LLC Lease term: 20 years with rent to commence the first day of the month following the issuance of the CO. Options: four 5-year options to extend