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HomeMy WebLinkAbout25368AGREEMENT INFORMATION AGREEMENT NUMBER 25368 NAME/TYPE OF AGREEMENT DFI MUNDY LLC DESCRIPTION MIAMI FOR EVERYONE LOAN AGREEMENT/CONSTRUCTION OF 2 RESIDENTIAL FOUR-PLEXES CONSISTING OF 8 AFFORDABLE UNITS/FILE ID: 16518/R-24-0346/MATTER ID: 23- 2476/#55 EFFECTIVE DATE December 31, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 12/30/2024 DATE RECEIVED FROM ISSUING DEPT. 12/30/2024 NOTE a,5"b6 MIAMI FOR EVERYONE LOAN AGREEMENT FOR DFI MUNDY, LLC This Miami Forever MFE Loan Agreement (this "Loan Agreement" or "Agreement") for DFI Mundy is dated as of this 31 st day of December, 2024, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City" or "Lender") and DFI MUNDY LLC , a Florida limited liability company (hereinafter the `Borrower"). FUNDING SOURCE: MIAMI FOR EVERYONE PROGRAM FUNDS AMOUNT: Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00) RESOLUTION: The City of Miami Housing and Commercial Loan Committee approvals of October 29, 2024, and City of Miami Resolution No. R- 24-0346 PROJECT NAME: DFI Mundy PROJECT TYPE: New Construction of two (2) residential four-plexes consisting of a total of eight (8) affordable units TERM: See Section 1.25 AFFORDABILITY PERIOD: Thirty (30) years commencing on the Closeout of the Project ASSISTED UNITS: ORACLE NUMBER: Eight (8) of the Affordable Units shall be MFE-Assisted Units for eligible individuals and shall be allocated for Low Income households (80% of AMI) PROPERTY ADDRESS: 3173 Mundy Street, Miami FL 33133; 3121 Mundy Street, Miami, FL 33133 Page 1 of 41 EXHIBITS ATTACHED HERETO AND INCORPORATED HEREIN: Exhibit A Legal Description Exhibit B Scope of Work/Project Schedule Exhibit C Budget Exhibit D Affirmative Marketing Procedures and Responsibilities Exhibit E Form of Mortgage and Security Agreement Exhibit F Form of Declaration of Restrictive Covenants Exhibit G Form of Rent Regulatory Agreement Exhibit H Signage Requirements Exhibit I Additional Insurance Requirements Exhibit J Anti -Human Trafficking Affidavit Schedule A Permitted Senior Financing RECITALS WHEREAS, the Borrower is the fee -simple owner in the real properties ("Property") described in Exhibit "A." The Borrower is constructing a new affordable housing project to be known as DFI Mundy (the "Project") that will increase the supply of Affordable rental housing units for Low income households (80% of AMI), by providing additional affordable rental units. WHEREAS, on October 29, 2024 the City's Housing and Commercial Loan Committee ("HCLC") approved the allocation of Miami For Everyone Program ("MFE") funds in the amount of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00) to payoff the Community Development Block Grant ("CDBG") funds used to purchase the Property; and WHEREAS, on September 12, 2024, the City Commission adopted Resolution No. R-24- 0346 approved the allocation of MFE funds, in accordance with the terms and conditions of the HCLC Memo in the amount of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00) to payoff the CDBG funds used to purchase the Property; and WHEREAS, the City and the Borrower intend and agree that the MFE Funds be subject to the terms and conditions of this Agreement. 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: ARTICLE I DEFINITIONS The City and the Borrower hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: 1.1 Affordability Period: The affordability period for this Project shall be thirty (30) years, commencing on the Close -Out of the Project. Page 2 of 41 1.2 Affordable: 1.3 Assisted Unit(s) or MFE Assisted Unit(s) or City Assisted Units: 1.4 MFE Documents or Loan Documents: A project or unit that satisfies the requirements set forth in this Loan Agreement, the Covenant, and the Rent Regulatory Agreement. Of the Project's total eight (8) units, all eight (8) units will be MFE Assisted Units. All eight (8) MFE Assisted Units shall be allocated for Low Income Households. The payable rents on the MFE Assisted Units are subject to the Covenant and the Rent Regulatory Agreement. Further restrictions apply to the MFE Assisted Units as provided in and this Agreement, the Covenant, the other Loan Documents and the Legal Requirements, as applicable. The MFE Assisted Units shall remain Affordable throughout the Affordability Period. This Agreement and all other documents that may now or hereafter evidence or secure the MFE Funds, together with other documents executed in connection therewith or presented by the Borrower to the City in connection therewith or herewith, including but not limited to Exhibits D, F, G, and the Note, and all amendments, extensions and renewals to any of the foregoing. 1.5 MFE Funds, or, the Loan: The loan in the amount of Four Hundred Fifty Thousand and 00/100 Dollars ($450,000.00) from the City to the Borrower for Project construction. 1.6 MFE Program: 1.7 MFE Requirements: 1.8 Code: The program guidelines passed and adopted on April 13, 2023 by the City of Miami Commission in Resolution No. R-23-0178, and any amendments thereto. The requirements contained in (i) City of Miami Resolution No. R-23-0178 adopted by the City of Miami Commission on April 13, 2019, and any and all exhibits and amendments thereto, (ii) City of Miami Resolution No. R-24-0346 adopted by the City of Miami Commission on September 12, 2024, and any and all exhibits and amendments thereto, and (iii) any requirements as may be imposed by the City's Depai talent of Housing and Community Development. The Internal Revenue Code of 1986, as amended, and any successor statute, as it applies to low income housing credit dollar amounts, together with all applicable final, temporary Page 3 of 41 1.9 Covenant: 1.10 Close -Out of the Project or Project Completion: 1.11 Contract Records: proposed U.S. Treasury Regulations and Revenue Rulings thereunder. A Declaration of Restrictive Covenants executed by the Borrower and to be recorded in the Public Records of Miami -Dade County, Florida to ensure that all of the Project units will qualify and remain Affordable during the Affordability Period. The date on which the Project has obtained all of the required Certificate(s) of Occupancy and all MFE Assisted Units have been leased to eligible tenants. Any and all books, records, documents, information, data, papers, letters, memoranda, analyses, drawings materials, electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which are or were produced, developed, maintained, completed, received or compiled by or at the direction of the Borrower or any Project contractor or subcontractor relating to the use of the MFE 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. 1.12 Effective Date: The date on which this Agreement has been signed by the City Manager and attested to by the City Clerk. 1.13 Omitted. 1.14 FHFC 1.15 HUD: 1.16 Omitted. 1.17 Legal Requirements: Florida Housing Finance Corporation The U.S. Department of Housing and Urban Development. The requirements contained in City of Miami Resolution No. R-23-0178 adopted by the City of Miami Commission on April 13, 2019, and any and all exhibits and amendments thereto; City of Miami Resolution No. R-24-0346 adopted by the City of Miami Commission on September 12, 2024, and any and all exhibits and amendments thereto; the HCLC approval of October 29, 2024; and any requirements Page 4 of 41 ••Il •M 11 1111 = NM imposed by the City and all local, state and federal requirements relating thereto and/or pertaining to the development, construction and/or operation of the Project under the MFE Program. 1.18 Low Income Household: A person or households with income at or below eighty percent (80%) of the median income for Miami -Dade County, Florida, as determined by FHFC, with adjustments and certain exceptions as provided in FHFC. 1.19 Mortgage: The Mortgage and Security Agreement collateralizing the Loan, executed by the Borrower a copy of which is attached hereto and incorporated herein as Exhibit "E." 1.20 Note: The Promissory Note of even date herewith evidencing the Loan, executed by the Borrower in favor of the City. 1.21 Payment Date: Absent an event of default, the payment of the principal and any accrued interest on the loan will be deferred to the end of the Affordability Period, at which time the principal and accrued interest are due and payable (if not due sooner by reason of acceleration). 1.22 Permitted Senior Financing: The loan(s) specified to be senior to the Loan as seen in Schedule A, attached hereto and incorporated herein, and shall include refinancing of such senior loans, provided that the amount of the refinancing loan(s) does not exceed the then outstanding loan amount of the loan being refinanced. 1.23 Project: 1.24 Property: DFI Mundy is new construction consisting of construct two (2) four-plexes on the properties_located at 3173 Mundy Street, Miami FL 33133 and 3121 Mundy Street, Miami, FL 33133. The project will consist of a total of eight (8) units. The project's eight (8) units shall be MFE Assisted units that shall be occupied by eligible tenants, as described herein, and shall be comprised of eight (8) three-bedroom/two- bathroom units for Low Income Households. All eight (8) Project units shall be MFE Assisted units and shall be subject to the MFE Requirements and the Loan Documents throughout the Affordability Period. The real property located at 3173 Mundy Street, Miami FL 33133 and 3121 Mundy Street, Miami, FL 33133, as legally described in Exhibit "A," attached hereto and incorporated herein. Page 5 of 41 1.25 Term: The period commencing on the Effective Date hereof and ending at the expiration of the Affordability Period, unless this Agreement is terminated sooner as provided for herein. ARTICLE II MFE FUNDS Upon satisfaction of all conditions set forth herein, the City shall disburse the MFE Funds to the Borrower for the purposes herein set forth. 2.1 USE OF FUNDS. The DFI Mundy Project, consisting of eight (8) rental units. All eight (8) Project units will be MFE Assisted Units for Low Income Households for a period of thirty (30) years, commencing at the Close -Out of the Project. The MFE funds shall be used to payoff the CDBG Grant funds used to purchase the Property, for property acquisition, and hard capital construction costs in accordance with the Scope of Work attached hereto as Exhibit "B" and the Budget attached hereto as Exhibit "C". No portion of the MFE funds shall be used for operating expenses of the Project. 2.2 INTENTIONALLY OMITTED. 2.3. INTENTIONALLY OMITTED. 2.4. INTENTIONALLY OMITTED. 2.5 DISBURSEMENT. The MFE Funds shall be disbursed in accordance with the Budget attached hereto and incorporated herein as Exhibit "C." Notwithstanding any provision herein or in any of the Loan Documents to the contrary, the MFE Funds shall not be available for disbursement hereunder until an environmental clearance report, in a form satisfactory to the City ("Environmental Clearance Report"), is received by the City or confirmation of exempt status has been obtained for the Project. This Agreement and the City's obligations hereunder and under any and all of the Loan Documents, including, but not limited to, the City's obligation to disburse MFE Funds hereunder, shall automatically terminate in the event that within six (6) months of the Effective Date hereof such Environmental Clearance Report or confirmation of exempt status has not been obtained for the Project. 2.6 REPAYMENT OF MFE FUNDS. Absent an Event of Default, payment of principal, and interest set forth in the Loan Documents shall not be required throughout the Affordability Period, however, commencing upon Close -Out of the Project and continuing until the expiration of the Affordability Period, interest on the MFE Funds outstanding shall accrue at the rate of zero percent (0%) per annum. The principal and any accrued interest will be deferred to the end of the thirty (30)-year Affordability Period, at which time the principal and accrued interest are due and payable, unless payable sooner upon acceleration as provided herein. Payment or reimbursement of the City's expenses as provided in Section 7.1 hereof shall not be deferred. Page 6 of 41 2.7 DISBURSEMENT OF MFE FUNDS: The City shall disburse MFE Funds upon the following: Upon the execution of the ARPA LOAN ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT and all other agreements, documents, and instruments associated therewith; the execution of the MFE Loan Documents identified herein and all other agreements, documents, and instruments associated herewith; and the conditions outlined in Section 3.1 of this Loan Agreement. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF MFE FUNDS. The City shall not be obligated to disburse the MFE Funds, in accordance with Section 2.7 herein, unless and until the City has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the City identifying the City's insurable 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 City, and shall include such affirmative coverage as the City shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the City and the title company and containing such certifications as the City and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances. 3.1.4 Corporate Documents. (a) The operating agreement, or its equivalent, as appropriate, and a good standing certificate for the Borrower certified by the appropriate governmental authority. (b) Resolutions, and incumbency certificates, or, in the case of a limited liability company, their equivalent, if applicable, certified by the manager or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence satisfactory to the City that the Borrower is qualified to receive funds under the MFE Program in accordance with the MFE Requirements. 3.1.5 Insurance Policies. The Borrower shall obtain and furnish evidence of insurance coverage as the City may require in connection with the Project, which shall be subject to review and approval by the City's Department of Risk Management. All such insurance shall require that the City be listed as an additional insured, with a loss payable clause in favor of the City. The Borrower shall be Page 7 of 41 required to obtain and furnish evidence of any other insurance coverage the City may reasonably require during the Term of this Agreement, including, but not limited to that described on Exhibit "I" attached hereto and made a part hereof. All such policies shall provide the City with a mandatory written notice of cancellation or material change from the insurer not less than thirty (30) calendar days prior to any such cancellation or material change, and all such policies shall be written by insurance companies satisfactory to the City. Failure of the Borrower to submit all required evidence of the specified insurance coverage fourteen (14) calendar days prior to the start of Project shall delay the disbursement of the MFE Funds. 3.1.6 Operative Documents. This Agreement, the Note, the Mortgage, the Covenant, the Rent Regulatory Agreement, and all other Loan Documents shall be duly and lawfully executed by the Borrower, as applicable, and in recordable form, where appropriate. 3.1.7 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 3.1.8 Intentionally Omitted. 3.1.9 Compliance with MFE Requirements. All other documents required by the MFE Program evidencing compliance with MFE Requirements. 3.1.10 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. 3.1.11 Environmental Report. The Borrower shall submit all information requested by the City with respect to the Project including, but not limited to, Phase I and Phase II Environmental Assessment Reports, as applicable. 3.1.12 Audit Report. The Borrower shall submit to the City audit reports as are required herein. 3.1.13 Personnel Policies and Administrative Procedure Manuals. The Borrower shall submit detailed documents describing the Borrower's internal corporate organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. Such information shall be submitted to the City within thirty (30) calendar days of the execution of this Agreement and prior to the disbursement of any funds hereunder. 3.1.14 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the City. Page 8 of 41 3.1.15 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the City. 3.1.16 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the City. 3.1.17 Environmental Clearance. Project construction must not commence, or if construction had commenced at the time of application for MFE funds, construction must cease immediately, until City has conducted an environmental review and has issued a certification, or its functional equivalent, in writing, to Borrower. 3.1.18 Borrower Compliance. The Borrower (or any related entity) shall be in full compliance with the requirements of other funded City projects that are either under construction or in their affordability periods, including, but not limited to, the requirements of OMB Circular No. A-133 and any other reporting and insurance requirements imposed by the City for those projects. 3.1.19 Anti -Human Trafficking Affidavit. Such Anti -Human Trafficking Affidavit as required herein, attached hereto as Exhibit "J" and made a part hereof. 3.1.20 Delivery of Other Documents. All other documents reasonably required by the City. 3.2. This Agreement shall be governed by the insurance requirements set forth in Exhibit "I" and any applicable provisions set forth in Article III. ARTICLE IV MFE REQUIREMENTS The Borrower shall comply with the following MFE Requirements: 4.1 GENERAL. 4.1.1 The Borrower shall maintain current documentation that its activities qualify under the MFE Requirements and the MFE Program. 4.1.2 The Borrower shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with MFE Funds is an activity which benefits persons or households whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, for Low Income Households/persons. 4.1.3 INTENTIONALLY OMITTED Page 9 of 41 4.1.4 The Borrower shall agree in writing to comply with any and all requirements as may be set forth in the Site Environmental Clearance Statement executed in connection herewith. 4.1.5 The Borrower shall cooperate with the City in informing the appropriate citizen participation structures, including the appropriate area committees, of the activities of the Borrower in adhering to the provisions of this Agreement. Representatives of the Borrower shall attend meetings of the appropriate citizen participation committees/structures upon the request of citizen participation officers or the City. 4.1.6 The Borrower shall, to the greatest extent possible, give low and moderate income residents of the service community opportunities for training and employment. 4.1.7 The Borrower shall comply with all applicable displacement and relocation requirements. 4.2 REAL PROPERTY. 4.2.1 The following restrictions shall apply to all real property acquired or improved in whole or in part with MFE Funds. The property must either be: (a) Used in compliance with at least one of the MFE Programs, used in compliance with the Covenant, and used in compliance with the MFE Requirements, or (b) If not used in accordance with paragraph (a) above, then that shall constitute an event of default and Borrower shall pay to the City an amount equal to the amount of MFE Funds disbursed at the time of default plus accrued interest. 4.2.2 The following shall be a condition precedent to the execution and delivery of this Agreement and the other MFE Documents: All real property purchased in whole or in part with funds for this and previous Agreements with the City, or transferred to the Borrower after being purchased in whole or in part with funds from the City, shall be listed in the property records of the Borrower and shall include: a legal description; size; address and location; owner's name if different from the Borrower; information on the transfer or disposition of the property; and a map indicating whether property is in parcels, lots, or blocks and showing adjacent streets and roads. The property records shall describe the programmatic purpose for which the property was acquired and identify the MFE Program 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 MFE Program activity that will be completed. Page 10 of 41 4.3 PERSONAL PROPERTY. Ownership of all non -expendable personal property purchased in whole or in part with MFE Funds given to the Borrower pursuant to the terms of this Agreement shall vest in the City. 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 Five Hundred and 00/100 ($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 Borrower 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 City shall be listed in the property records of the Borrower 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 City shall be inventoried annually by the Borrower in an inventory report submitted to the City when and as requested by the City. The inventory report shall include the elements listed in Paragraph 4.3.2(a), above. 4.4 DISPOSITION. The Borrower shall obtain the prior written approval of the City for the disposition of real or personal property purchased in whole or in part with MFE Funds, and shall dispose of all such property in accordance with instructions from the City. Those instructions may require the return of all such property to the City. 4.5 GENERAL CONTRACTORS, SUBCONTRACTS AND ASSIGNMENTS. Page 11 of 41 4.5.1 The Borrower shall ensure that all contracts with contractors, subcontractors and assignments funded with the MFE Funds: (a) Identify the full, correct, and legal name of all parties; (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, and with any other conditions and/or approvals that the City may deem necessary. The requirements of this paragraph apply to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the City, set forth in this Agreement. The City 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 Borrower shall incorporate in all consultant and other subcontracts the following provision: [Borrower] 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 [Borrower]. The consultant assumes full responsibility for the provision of all insurance and fringe benefits for himself/herself/itself and for employees retained by the consultant in carrying out the Scope of Work provided in this subcontract. 4.5.3 The Borrower shall be responsible for monitoring the contractual performance of all subcontracts. 4.5.4 The Borrower shall submit to the City 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 City's review and confirmation shall be obtained prior to the release of any funds for the Borrower's subcontractor(s). 4.5.5 The Borrower shall receive written approval from the City prior to either assigning or transferring any obligations or responsibility set forth in this Agreement. Page 12 of 41 4.5.6 Approval by the City of any subcontract or assignment shall not under any circumstances be deemed to be the City's agreement to incur any obligations in excess of the total dollar amount agreed upon in this Agreement. 4.5.7 The Borrower and its subcontractors shall comply with the Davis -Bacon Act, if applicable, the Copeland Anti -Kick Back Act, the Contract Work Hours and Safety - Standards Act, the Lead -Based Paint Poisoning Prevention Act, the Residential Lead Based Paint Hazard Reduction Act of 1992 (and implementing regulations at 24 C.F.R. Part 35) and any other applicable laws, ordinances and regulations. 4.5.8 The Borrower shall submit to the City for written prior approval all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals. 4.6 REPORTING OBLIGATIONS. The Borrower is subject to compliance reporting requirements related to previously funded City projects which are under construction or in the affordability period including applicable Office of Management and Budget (OMB) Circular(s) reporting and current insurance certificates. 4.6.1 The Borrower shall submit, as required by the City, the following: 4.6.1.1 Progress Reports. The Borrower shall submit status reports and projected completion dates to describe the progress made by the Borrower in achieving each of the objectives identified in Exhibit "B." The Borrower shall also submit an Earned Income Report in such form as may be required by the City. Both the Progress Report and the Earned Income Report shall be provided to the City on a quarterly basis until the Project Completion. 4.6.1.2 Inventory Report. The Borrower shall report all real property and all non - expendable personal property as specified in Paragraphs 4.2 and 4.3 hereof. Such report shall be submitted as requested by the City. 4.6.1.3 Affuuuative Action Plan. The Borrower shall report to the City such information relative to the equality of employment opportunities whenever requested by the City. 4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation Act. The Borrower shall report on compliance with section 504 of the Rehabilitation Act, whenever requested by the City. 4.6.1.5 Affirmative Marketing Plan and Report. The Borrower shall report to the City annually on all actions taken to comply with the affirmative marketing requirements provided in Exhibit "D." 4.6.1.6 List of Subcontractors. The Borrower shall provide a list of all Project contractors and subcontractors, and copies of all contracts in excess of Ten Page 13 of 41 Thousand and 00/100 Dollars ($10,000.00) for the performance of services or the supply of materials in connection with the Project. 4.6.1.7 Affordability Report. On February 1 (or on such other date that the City shall authorize in writing) of each year during the Affordability Period, the Borrower shall provide a report describing the previous year's compliance with the Affordability requirements set forth herein. The Affordability Report shall be accompanied by such substantiating documentation as the City shall request. 4.6.1.8 All such other reports as may be reasonably requested by the City. 4.6.2 Federal, State and County Laws and Regulations. 4.6.2.1 The Borrower shall comply with all applicable uniform administrative requirements as described in 24 C.F.R §570.502. 4.6.2.2 The Borrower shall carry out each activity in compliance with all Federal laws, regulations and requirements described in subpart K of 24 C.F.R. Part 570, except that the Borrower does not assume: (1) the City's environmental responsibilities described in Section 570.64 and, (2) the City's responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52. 4.6.2.3 The Borrower shall comply with all applicable federal laws, regulations and requirements including, but not limited to: 24 C.F.R. Part 570; 24 C.F.R. Part 85, Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap; 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, and Executive Order 11063, which prohibits discrimination in housing on the basis of race, color, religion, sex, or national origin; Executive Order 11246, which requires equal employment opportunity; and with the Energy Policy and Conservation Act (Pub. L. 94-163), which requires mandatory standards and policies relating to energy efficiency. 4.6.2.4 If the amount payable to the Borrower pursuant to the terms of this Agreement is in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00), the Borrower shall comply with all applicable standards, orders, or regulations issued pursuant to the 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 C.F.R. Part 15); and Executive Order 11738. 4.6.3 Audits, Other Information and Records. Page 14 of 41 4.6.3.1 The Borrower shall submit to the City an audit conducted by an independent certified public accountant or firm of independent certified public accountants in accordance with generally accepted auditing standards, including audited financial statements and a report on compliance with laws and regulations based on the audit of fmancial statements. Two copies of each such audit must be delivered to the City no later than six (6) months following the end of each Borrower fiscal year. Each such audited financial statement is to be for the twelve (12) months ending December 31 and shall include: a. Comparative Balance Sheet with prior year and current year balances; b. Statement of revenue and expenses; c. Statement of changes in fund balances or equity; d. Statement of cash flows; and e. Notes The financial statements shall be accompanied by a certification of the Borrower as to the accuracy of such financial statements. Subject to paragraph 7.1(i), a late fee of Five Hundred and 00/100 Dollars ($500.00) will be assessed by the City for failure to submit any of the required audited fmancial statements or the certification each year as required. Upon request, the Borrower shall also furnish to the City unaudited financial statements of the Borrower certified by the Borrower's principal financial or accounting officer, covering such fmancial matters as the City may request, including without limitation, monthly statements with respect to the Project. 4.6.3.2 The Borrower shall ensure that the Contract Records shall be at all times subject to and available for full access and review, inspection or audit by the City and federal personnel and any other personnel duly authorized by the City. 4.6.3.3 The Borrower shall include in all Project subcontracts, each of the record keeping and audit requirements detailed in this Agreement. The City shall in its sole discretion determine when services are subject to the audit and recordkeeping requirements described above. 4.6.3.4 The Borrower shall include in all subcontracts to carry out any eligible substantive programmatic services, as such services are described in this Agreement and defined by the City, each of the record keeping and audit requirements detailed in this Agreement. The City shall in its sole discretion determine when services are eligible substantive programmatic services and subject to the audit and recordkeeping requirements described above. Page 15 of 41 4.7 RECORDS. The Borrower shall establish and maintain sufficient records to enable the City to determine whether the Borrower has met requirements of the MFE Program and this Agreement. The Borrower shall maintain all Contract Records in accordance with generally accepted accounting principles, procedures, and practices, which records shall sufficiently and properly reflect all revenues and expenditures of funds provided directly or indirectly by the City pursuant to the terms of this Agreement. At a minimum, the following records shall be maintained by the Borrower: 4.7.1 Records providing a full description of each activity assisted (or being assisted) with MFE Funds, including its location (if the activity has a geographical locus), the amount of MFE Funds budgeted, obligated and expended for the activity, and the specific provision of the MFE Program under which the activity is eligible. 4.7.2 Records demonstrating that each activity undertaken meets at least one of the criteria set forth in the MFE Program. 4.7.3 Records that demonstrate compliance with all applicable requirements relating to the use of real property acquired or assisted with MFE Funds. 4.7.4 Records that demonstrate compliance with all applicable requirements relating to acquisition, displacement, relocation and relocation housing. 4.7.5 Records containing data on the extent to which each racial and ethnic group and single -headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with MFE Funds. 4.7.6 Records containing data indicating the race and ethnicity of households (and gender by single heads. of household) displaced as a result of MFE funded activities, together with the address and census tract of the housing units to which each displaced household relocated. 4.7.7 Documentation of actions undertaken to meet the requirements of 24 C.F.R. §570.607(b), which implements Section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701U), relative to the hiring and training of low and moderate income persons and the use of local businesses. 4.7.8 Data indicating the racial/ethnic character of each business entity receiving a contract or subcontract of $25,000 or more paid, or to be paid, with MFE Funds, and such additional information as is required pursuant to 24 C.F.R §570.506(g)(6). 4.7.9 Financial records in accordance with the applicable requirements listed in 24 C.F.R. §570.502. Page 16 of 41 4.7.10 Records required to be maintained in accordance with other applicable laws and regulations including but not limited to those that are set forth in Subpart K of 24 C.F.R. part 570. 4.8 RETENTION AND ACCESSIBILITY OF RECORDS. 4.8.1 The City shall have the authority to review the Contract Records throughout the Retention Period (as hereinafter defined). All books of account and supporting documentation shall be kept by the Borrower at least until the expiration of the Retention Period. The Borrower shall maintain records sufficient to meet the requirements of 24 C.F.R. Part 570. All records and reports required herein shall be retained and made accessible as provided hereunder. The Borrower shall ensure that the Contract Records shall be at all times subject to and available for full access and review, inspection and audit by the City and any other personnel duly authorized by the City. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BORROWER The Borrower represent and warrant to the City as follows: 5.1 ORGANIZATION AND EXISTENCE. The Borrower is a Florida limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida, and has full power and authority to conduct its business as presently conducted, to receive the MFE Funds and operate the Project. The Project shall comply with all applicable MFE Requirements. The Borrower has full power and authority to perform the provisions hereof and of its agreements and undertakings with the City 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. 5.2 CORRECTNESS OF DOCUMENTS. The cost estimates, Budget, schedules, and all other documents furnished to the City in accordance with the MFE Program, this Agreement, and/or the other MFE 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 Borrower, the Project or the Property which could adversely affect the Borrower's ability to comply with the MFE Program, complete or operate the Project or to perform its obligations hereunder or which would constitute an Event of Default hereunder or under the other MFE Documents regardless of the giving of notice or the Page 17 of 41 passage of time or both. There are no outstanding or unpaid judgments or arbitration awards against the Borrower. 5.4 NON -DEFAULT. The Borrower 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 MFE Documents, the consummation of the other transactions contemplated hereby, and the development of the Project as contemplated hereby and by the other MFE 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 Borrower 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 MFE Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Borrower and will be enforceable in accordance with their respective terms. 5.6 MARKETABLE TITLE. The Borrower has good and marketable title to a long term leasehold estate in the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment Order Number 22-448-CB issued by First American Title Insurance Company with an effective date of November 8, 2024 at 8:00 AM (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. 5.7 COMPLIANCE. The completion and use of the Project 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 Borrower is aware which exists (or which the Borrower has reason to believe may exist) with respect to the Project. 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 as specifically disclosed to and approved by the City, which, for avoidance of doubt (and which the City hereby acknowledges and agrees), are limited to the leases for the rental of each MFE Assisted Unit each which may be entered into from time to time. Page 18 of 41 5.11 PENDING ASSESSMENTS. The Borrower 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 Borrower shall not commit nor suffer waste nor negligence on the Project. 5.13 FRAUD. No fraud by the Borrower has occurred in the qualification of the Project, the Borrower, the Borrower, and/or the Property under the MFE Program, the negotiation of this Agreement and the other MFE 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 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 City. 5.16 COMPLIANCE WITH LAWS AND REGULATIONS. The Borrower will comply at all times with all Legal Requirements. The Borrower will comply at all times with the MFE Requirements affecting the ownership, use, construction, lease and operation of the Project. 5.17 OTHER PROJECT FINANCING. The Borrower 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 City as set forth in the attached Schedule A ("Permitted Senior Financing"). 5.18 REAFFIRMATION. Each of the representations and warranties set forth in this Article shall be true at all times, and the Borrower's acceptance of each draw of the MFE Funds hereunder shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. ARTICLE VI BORROWER'S OBLIGATIONS 6.1 SCOPE OF WORK. The Borrower shall perform the Scope of Work as set forth herein and on Exhibit "B" attached. The MFE Funds shall be used exclusively for the payoff of CDBG Grant funds used to purchase the Property, as defined in Section 1.24 of this Loan Agreement, the acquisition of land, and hard construction costs so that Borrower can construct a total of eight (8) residential units, in accordance with the budget for such costs as approved by the City. The Borrower shall: (a) commence construction within eighteen (18) months from the Effective Date of the Agreement; (b) obtain all certificates of occupancy required for the Project within twenty-four (24) months from the Effective Date; (c) have all MFE Assisted Units rented within twelve (12) months after the issuance of Project's certificate(s) of occupancy, but in no event later than thirty-six (36) months from the Effective Date; and (d) have the Project inspected by an authorized City Inspector and receive the appropriate clearance or certification that the Page 19 of 41 construction/rehabilitation work adheres to and conforms with the applicable City, county or state requirements, including, without limitation, applicable building code requirements. The Borrower shall: (a) meet all of its obligations hereunder and under all of the Loan Documents executed in connection herewith, (b) rent all City Assisted Units to persons or households whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by the FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC for Low Income Households in accordance with the requirements of this Agreement, and provide to the City a certified rent roll evidencing the same, (c) throughout the Affordability Period, rent all of the Project units to persons or households whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by the FHFC .with adjustments for smaller and larger families and with certain exceptions as provided by FHFC for Low Income Households in accordance with the requirements of this Agreement, the Rent Regulatory Agreement, a copy of which is attached as Exhibit "G", and the other Loan Documents; and (d) throughout the Affordability Period, comply with all applicable Legal Requirements and all applicable requirements hereof and in the other Loan Documents. The tenant's portion of rents charged for Project units shall be limited as set forth in the Rent Regulatory Agreement executed in connection herewith. 6.2 REPORTING OBLIGATIONS. The Borrower shall submit to the City all reports as described in Article 4 hereof, and all other reports that the City may reasonably require, in such form, manner, and frequency as the City may require to monitor the progress of the Project and the Borrower's performance and compliance with this Agreement and all Legal Requirements. 6.3 RETENTION OF RECORDS. The Borrower shall retain all Contract Records for five (5) years after expiration of the Affordability Period (hereinafter referred to as "Retention Period") subject to the limitations set forth below: (a) If the City or the Borrower 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 City, fully, completely and finally resolved. (b) The Borrower shall allow the City or any person authorized by the City full access to and the right to examine any of the Contract Records during the Retention Period. (c) The Borrower shall notify the City 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 RECORD. All of the Contract Records are subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law." Should Page 20 of 41 Borrower determine to dispute any public access provision required by Florida Statutes, then Borrower shall do so at its own expense and at no cost to the City. IF BORROWER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO BORROWER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF RECORDS AT 14 NORTHEAST 1ST AVENUE, 2ND FLOOR, MIAMI, FLORIDA 33132. The Borrower shall provide to the City, upon request, all Contract Records. The requested Contract Records shall become the property of the City without restriction, reservation, or limitation on their use and shall be made available by the Borrower at any time upon request by the City. The City shall have the unlimited right to all books, articles, or other copyrightable materials developed in the performance of this Agreement, 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. If the Borrower 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 Borrower shall provide a copy of each such report and any follow-up communications and reports to the City immediately upon such issuance unless such disclosure is a violation of those agencies' rules. 6.5 PRIOR APPROVAL. The Borrower shall obtain the City's prior written approval prior to undertaking any of the following with respect to the Bonower, the Project and/or the Property: (a) Except for the Permitted Senior Financing, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Borrower, the Project, or the Borrower's estate in the Property, or any change in the operating control of the Borrower, which shall require the prior approval of the City's HCLC or the City Commission, as appropriate. (b) The disposition of any real property or any expendable personal property or non - expendable personal property as provided in Article 4, except for personal property that suffers wear and tear and needs replacement, and is replaced. (c) INTENTIONALLY OMITTED Page 21 of 41 (d) Any proposed Solicitation Notice, Invitation, for Bids or Request for Proposals relating to the use of the MFE Funds. (e) The disposal of any Contract Records during the Retention Period. (f) INTENTIONALLY OMITTED 6.5.1 DISCRETION. The Director of the Department of Housing and Community Development of the City of Miami shall have the discretion to approve and authorize, by way of Memorandum to the City Manager, the execution of necessary documents to further Project Close - Out, provided, however, that no material terms are affected. 6.6 MONITORING. The Borrower shall permit the City and other persons duly authorized by the City to inspect all Contract Records, facilities, goods, and activities of the Borrower 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 Borrower. Following such inspection or interviews, the City will deliver to the Borrower a report of its findings. The Borrower will rectify all deficiencies cited by the City within the period of time specified in the report, or provide the City with a reasonable justification for not correcting the deficiencies. The City will determine, in its sole and absolute discretion, whether or not the Borrower's justification is acceptable. 6.7 CONFLICT OF INTEREST. A. The Borrower 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 Borrower 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 City. The Borrower 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 Borrower or its employees or associated persons or entities must be disclosed to the City. C. The Borrower 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 Borrower shall make any such disclosure to the City in writing and immediately upon the Borrower's discovery of such possible conflict. The City's determination regarding the possible conflict of interest shall be binding on all parties. Page 22 of 41 E. No employee, agent, consultant, elected official or appointed official of the City, exercising any functions or responsibilities in connection with the City's MFE Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding MFE-assisted activities, has any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Borrower , 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 Borrower shall report to the City 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 Borrower and a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors, and an organization for which the Borrower is responsible for appointing memberships. The Borrower shall report this information to the City 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 City no later than in the next required Progress Report, as described above. 6.9 PUBLICITY AND ADVERTISEMENTS. The Borrower shall ensure that all publicity and advertisements prepared and released for the Project, by the Borrower, 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 City as one of its funding sources. 6.10 ADDITIONAL FUNDING. The Borrower shall notify the City of any additional funding received for any activity described in this Agreement. Such notification shall be in writing and received by the City within thirty (30) calendar days of the Borrower's notification by the funding source. 6.11 REVERSION OF ASSETS. The Borrower shall return to the City upon the expiration or termination of this Agreement any MFE Funds on hand, any accounts receivable attributable to the MFE Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Borrower by the City. Any funds not earned by the Borrower prior to the expiration or termination of this Agreement shall be retained by the City 6.12 REPAYMENT OF FUNDS PROCEDURES. The Borrower shall repay to the City all funds received by the Borrower pursuant to this Agreement all unpaid interest accrued thereon, and all unpaid fees, charges and other obligations of the Borrower due under any of the Loan Documents, as provided therein. 6.13 AFFIRMATIVE MARKETING. The Borrower shall comply with the affirmative marketing requirements and procedures provided on Exhibit "D." Borrower shall comply with the requirements of the affordable housing notice to City Officials in City of Miami Ordinance #13491. Page 23 of 41 6.14 SECTION 3 CLAUSE. The Borrower shall comply, to the extent applicable, with the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701u): (A) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3.) The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3 shall, to the greatest extent feasible, be directed to low income persons, particularly persons who are recipients of HUD assistance for housing. (B) The parties to this contract agree to comply with HUD's regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. (C) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or worker's representative of the contractor's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. (D) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Part 135. (E) The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filed to circumvent the contractor's obligations under 24 C.F.R. Part 135. (F) Noncompliance with HUD's regulations in 24 C.F.R. Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. Page 24 of 41 (G) With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). 6.15 SIGNAGE, ACKNOWLEDGEMENT, PUBLICITY. During the Term of this Agreement, the Borrower shall furnish signage identifying the Project and shall acknowledge the contribution of the City by incorporating the seal of the City and the names of the City commissioners and officials in and on all documents, literature, pamphlets, advertisements, and signage, permanent or otherwise. All such acknowledgments shall be in a form acceptable to the City, as provided on Exhibit " I1". The Borrower shall ensure that all publicity and advertisements related to the Project which are prepared by or at the direction of the Borrower, such as pamphlets and news releases, and all events carried out to publicize the Project, shall recognize the City as one of the Project's funding sources. 6.16 AFFIRMATIVE ACTION. The Borrower 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 construction of the Project or the occupancy of any Project unit. Age discrimination and discrimination against minor dependents are also not permitted. The Borrower shall meet the fair housing requirements of 24 C.F.R. § 570.904. 6.17 MAINTENANCE OF LEGAL EXISTENCE AND AUTHORITY. Borrower shall maintain its existence as a limited liability company and authority to conduct its business under the laws of the State of Florida and the Code of the City, as amended from time to time. 6.18 COMPLIANCE REQUIREMENTS. The Borrower shall comply at all times with all applicable MFE Requirements including, but not limited to, those affecting the ownership, construction, use, and operation of the Project, and all other Legal Requirements. The Borrower shall at any time and from time to time upon the request of the City, at Borrower's sole cost and expense, execute, acknowledge and deliver such further notices and other documents and perform such other acts as may, in the opinion of the City, be necessary, desirable or proper to carry out more effectively the purposes of this Agreement and the other Loan Documents. 6.19 COMPLIANCE WITH SAFETY PRECAUTIONS. The Borrower shall allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions Page 25 of 41 as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections, the City, its agents, or representatives are not assuming any liability by virtue of such laws, rules, regulations and ordinances. The Borrower shall have no recourse against the City, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s). Simultaneously with the submission of its first draw request to the City, the Borrower shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). The Borrower 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 City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. 6.20 INTENTIONALLY OMITTED. 6.21 INSURANCE PROCEEDS. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Borrower may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: the Borrower is not in breach or default of any provision of the Mortgage or any other loan document between the Borrower and Lender; (ii) the Borrower determines that there will be sufficient funds, through insurance proceeds and contributions by the Borrower, 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 Borrower 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 Borrower has received the City's written concurrence with such determination. 6.22 CONDEMNATION PROCEEDS. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Borrower 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 Borrower is not in breach or default of any provision of the Mortgage or any other Loan Document; (ii) the Borrower determines that there will be sufficient funds, through condemnation proceeds and contributions by the Borrower, 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 Borrower 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 Page 26 of 41 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 Borrower have received the City's written concurrence with such determination. ARTICLE VII DEFAULT 7.1 The happening of any one or more of the following events shall constitute an Event of Default: (a) In the event any of the MFE Assisted Units fails to remain Affordable at any time during the Affordability Period, the Borrower's failure to initiate action to cure such non-compliance within five (5) business days of receipt of knowledge of the same. (b) If any term, condition or representation contained in this Agreement or any of the other MFE Documents is untrue, substantially inaccurate or incomplete, or, if there is a material misrepresentation of fact or fraud contained in any document(s) submitted in support of this Agreement. (c) The substantial discontinuance of the construction of the Project for a period of fourteen (14) calendar days which discontinuance is, in the sole determination of the City, without satisfactory cause. (d) Except for Permitted Senior Financing, and for permitted transfers as set forth in Section 6.5(f) above, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Borrower, the Project or the Property, or any change in operating control of the Borrower without the prior approval of the City's HCLC or the City Commission, as appropriate. (e) In the event that the City determines, in its reasonable discretion, that the Project is not being constructed in a good and workmanlike manner in accordance with the Scope of Work, or that the Borrower is failing to comply promptly with any requirement or notice of violation of law issued by or filed by the City or any department of any governmental authority having jurisdiction over the Borrower, or the Property. (f) (g) Failure of the Borrower to comply with any term, provision, covenant or obligation of this Agreement or any of the Loan Documents, or the occurrence of an event of default under any of the other Loan Documents. Any change in zoning requirements or zoning classification of the Property, which in the City's sole discretion would materially interfere with the completion of Project construction or the ultimate operation of the Project as contemplated herein. Page 27 of 41 (h) In the event that the City determines, in its reasonable discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Borrower to the City, direct or contingent, whether now or hereafter due, existing, created or arising. (i) Notwithstanding anything to the contrary, in the event that Borrower fails to timely deliver, to City, the required audited fmancial statement(s), then City, in its sole and absolute discretion, may deem such a failure to be a material non -curable breach of this Agreement. In such an event, City will notify Borrower by a written communication. If City determines, in its sole and absolute discretion, that it will not exercise its right under this paragraph 7.1(i), then paragraph 4.6.3.1 shall govern untimely delivered audited financial statement(s). (j) In the event that Borrower fails to timely deliver, to City, the Affordability Report, as described in 4.6.1.7 herein. (k) Borrower declares bankruptcy and/or becomes insolvent, which shall result in immediate acceleration of the loan's repayment in full. (1) City and Borrower acknowledge that a senior mortgage default constitutes a an Event of Default under this Loan Agreement and the other Loan Documents. In such an event, City may pursue any and all of its remedies, including but not limited to an Acceleration of Debt, as described below. ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default, the City shall have the absolute right to refuse to disburse any undisbursed portion of the Loan. The City shall provide written notice of the occurrence of an Event of Default to the Borrower, after which the Borrower shall have thirty (30) calendar days to cure said default (except for the events described in Section 7.1 (b) and (d) and possibly (i) 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) calendar days, the Borrower shall have such additional time as may be required to effect a cure, so long as (a) the cure is commenced within thirty (30) calendar 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. If an Event of Default shall continue uncured for a period of thirty (30) consecutive days following written notice thereof to the Borrower (except for the events described in Section 7.1 C12) and () and possibly (i) 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 Page 28 of 41 provisions of the last paragraph of this Section, the City 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) Acceleration of Debt. It is expressly agreed that the full amount of both principal and interest due pursuant to the Note shall become due and payable at the option of the City on the happening of any Event of Default under the terms of this Loan Agreement. (c) Other Remedies. Exercise any other right, privilege or remedy available to the City as may be provided by applicable law, or in any of the other MFE Documents. It is understood and agreed that the occurrence of an event of default under Section 7.1 (b) or () or possibly (i) shall immediately entitle the City to exercise any of the above described remedies without the need to give the Borrower notice thereof or the opportunity to cure. The rights and remedies of the City hereunder shall be cumulative and not mutually exclusive, and the City may resort to any one or more or all of said remedies without exclusion of any other. No party other than the City, whether the Borrower or a material man, laborer, subcontractor or supplier, shall have any interest in the MFE 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. 8.2 In addition to any other remedies provided for herein or in any of the other Loan Documents, upon the occurrence of an Event of Default: (a) All sums outstanding under the Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Borrower or any guarantor or endorser of the Note and without any affirmative action or declaration on the part of the City; (b) The Restrictive Covenant shall remain as a restriction on the Property throughout the Affordability Period; and (c) The Borrower, Borrower, Project developer, managing partner(s) of the Borrower, and/or other individuals, principals and/or other entities as determined by the City, will be debarred from receiving any City funding for a period of five (5) years. - ARTICLE IX INDEMNIFICATION Page 29 of 41 9.1 The Borrower shall indemnify, hold harmless, and defend the City, its officers, agents, directors, and/or employees, from any and all liabilities, claims, damages, losses, suits, 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 Borrower and persons employed or utilized by Borrower in the performance of this Agreement. Borrower shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, 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 City, 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 City by reason of any such claim or demand, the Borrower shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Borrower expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Borrower shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The Borrower shall further require its contractors to indemnify, hold harmless and defend the City, its officers, agents, directors, and/or employees against any and all liabilities, claims, damages, suits, judgments and costs, including attorney's fees arising out of, or resulting from the contractor's negligence or omissions in connection with this project. The indemnification provided above shall obligate the Borrower to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by the Borrower, or persons employed or utilized by Borrower. 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 Borrower agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Borrower in which the City participated either through review or concurrence of the Borrower's actions. In reviewing, approving or rejecting any submissions by the Borrower or other acts of the Borrower, the City in no way assumes or shares any responsibility or liability of the Borrower or Sub -contractor under this Agreement. ARTICLE X TERMINATION The Borrower acknowledges that this Agreement may be terminated if the Borrower materially fail to comply with the terms contained herein. 10.1 TERMINATION BECAUSE OF LACK OF FUNDS. In the event the City does not receive from its funding source funds to finance this Agreement, or in the event that the City's funding Page 30 of 41 source de -obligates the funds allocated to finance this Agreement, the City may terminate this Agreement upon not less than twenty-four (24) hours prior notice in writing to the Borrower. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. The City shall determine, in its sole and absolute discretion, whether or not funds are available. 10.2 TERMINATION FOR BREACH. The City may terminate this Agreement, in whole or in part, in the event, the City determines, in its sole and absolute discretion, that either the Borrower is not making sufficient progress with regard to the Project's construction (thereby endangering its ultimate performance under this Agreement) or is not materially complying with any term or provision of this Agreement, following the giving of notice and the expiration of all applicable cure periods. The City may terminate this Agreement, in whole or in part,in the event that the City determines, in its reasonable discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or naturewhatsoever of the Borrower to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. The City may terminate this Agreement, in whole or in part, in the event that the City determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any other Borrower or of any individual or entity executing this Agreement, to the City, 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 cure period (in those circumstances for which a cure period is otherwise provided in this Agreement), and unless the Borrower's breach is waived by the City in writing, the City may, by written notice to the Borrower, terminate this Agreement upon not less than twenty-four (24) hours 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 City's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The City may, for reasonable cause, suspend the Borrower's authority to obligate funds under this Agreement or withhold payments to the Borrower, or both, pending necessary corrective action by the Borrower. Reasonable cause shall be determined by the City in its sole and absolute discretion and may include: (a) Ineffective or improper use of the MFE Funds by the Borrower. Page 31 of 41 (b) Failure of the Borrower to materially comply with any term or provision of this Agreement; or (c) Failure of the Borrower to submit any documents required by this Agreement; or (d) The Borrower's submittal of incorrect or incomplete documents. 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 City will notify the Borrower 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 the MFE Program, the City may utilize any enforcement measures it deems necessary. 12.2 RENEGOTIATION, MODIFICATION, OR SUBORDINATION. 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 City 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 City shall be the final 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. Moreover, the City shall determine in its sole and absolute discretion whether to subordinate the Mortgage. 12.3 RIGHT TO WAIVE. The City may, for good and sufficient cause, as determined by the City 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 Borrower shall be in writing. A waiver shall not be construed to be a modification of this Agreement. 12.4 BUDGET AND MFE ELIGIBILITY ACTIVITY TITLE REVISIONS. Revisions to the Budget shall be made in writing, and approved in writing by the City; however, such revisions shall not necessitate an amendment hereto unless the amount of the Loan to be granted hereunder is changed, or unless otherwise required by the City. A revision to the MFE eligibility activity titles under which this Agreement's objectives are classified shall not require an amendment hereto. Page 32 of 41 12.5 DISPUTES. In the event an unresolved dispute exists between the Borrower and the City, the City shall refer the issue, including the views of all interested parties and the recommendation of the City, to the City Manager, his designee, or such other official of the City who shall be authorized to exercise the authority of the City Manager in this regard ("City Manager") for determination. The City Manager will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the City and the Borrower. In the event additional time is necessary, the City Manager will notify the interested parties within the thirty (30) day period that additional time is necessary. The Borrower agrees that the City Manager's determination shall be final and binding on all parties, subject only to judicial review. 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 NOTICES AND CONTACT. All notices under this Agreement shall be in writing and addressed as follows: To City: With Copy To: To Borrower: With Copy to: City of Miami Depaitiuent of Housing and Community Development 14 NE 1 Avenue, 2nd Floor Miami, Florida 33132 Attn: Victor T. Turner, Director George K. Wysong III City Attorney City of Miami 444 S.W. 2nd Avenue Miami, FL 33130-1910 DFI Mundy LLC c/o Registered Agent 19790 W Dixie Hwy, PH 3 Miami, FL 33180 Haber Law, LLP 251 NW 23 Street Miami, FL 33127 Attn: David Podein, Esq. Email: DPODEIN@HABER.LAW Page 33 of 41 Website: WWW.HABER.LAW 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. To the extent of any conflict between the applicable laws for the Loan Documents and applicable laws for any other loan documents, agreements, or recorded documents associated with the Project, whichever applicable law is strictest will control. 12.10 ENTIRE AGREEMENT. This Agreement and its Exhibits described as follows contain all the terms and conditions of the Agreement between the parties: Exhibit A Legal Description Exhibit B Scope of Work/Project Schedule Exhibit C Budget Exhibit D Affirnative Marketing Procedures and Responsibilities Exhibit E Form of Mortgage and Security Agreement Exhibit F Form of Declaration of Restrictive Covenants Exhibit G Form of Rent Regulatory Agreement Exhibit H Signage Requirements Exhibit I Additional Insurance Requirements Exhibit J Anti -Human Trafficking Affidavit Schedule A Permitted Senior Financing 12.11 WAIVER OF JURY TRIAL. Neither the Borrower, the Borrower, the Project 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 Borrower , the Project 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 Borrower, the Borrower, nor the Project 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 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 Page 34 of 41 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. 12.13 HCLC AWARD MEMORANDA. The award memoranda and decisions of the HCLC dated October 29, 2024, ("Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the Loan Documents and when interpreting the intent of the Loan Documents, whichever provision is strictest will control. 12.14 COUNTERPARTS. 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. 12.15 INCREASE IN PROJECT COSTS. In the event that the Project's costs increase by ten percent (10%) or more of the Budget that is attached as Exhibit "C," and Borrower is unable to secure the requisite funding to cover the additional expense within 60 calendar days before the Project's construction commences, then the City is permitted to recommend to HCLC that the MFE Funds should be de -obligated for this Project. 12.16 TENANT LOTTERY. The selection of eligible tenants to occupy the MFE Assisted Units shall be from the results of a tenant lottery, which shall be conducted with a representative of the City of Miami present. In addition, the Borrowers and the MFE Assisted Units shall comply with the requirements of the City of Miami Ordinance #13645 regarding Resident Preference. 12.17 COSTS, INCLUDING ATTORNEY'S FEES. The Borrower agrees to pay when due for which an invoice is provided, all reasonable costs and expenses in connection with the administration or monitoring of compliance with this Agreement and all related documents and any other documents which may be delivered in connection with this Agreement or the transactions contemplated hereby, including, without limitation, the reasonable fees and out of pocket expenses of the City and of counsel and any agents or consultants for the City, with respect thereto, in connection with the administration or monitoring of this Agreement and such other documents as may be delivered in connection herewith. In addition, the Borrower shall pay any and all stamps and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents as may be delivered in connection herewith, and agrees to save the City harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. Page 35 of 41 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, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 12.18 The Borrower's obligations pursuant to this Agreement shall be binding upon and inure to the respective heirs, personal and legal representatives, trustees and successors and assigns of the Parties hereto, including each and every such Party's past and present parent, subsidiary, affiliate or predecessor entities, any and all entities by which or under a name by which any Party has been known or has done business, and any and all of his, hers, its and/or their respective past and present officers, commissioners, directors, principals, trustees, administrators, agents, attorneys, accountants, insurers, reinsurers, servants, employees, shareholders, members, managers, partners, heirs, and representatives. 12.19 Any references to federal regulations and programs in this Agreement and its exhibits are intended to be for illustrative purposes and not an indication that the Project is specifically subject to the cited regulations. Nonetheless, if this Agreement requires the Borrower to comply with referenced federal regulations and programs, the City and the Borrower agree that compliance shall be required as if the Project was subject to those federal regulations and programs, unless otherwise determined by the City in its sole discretion. 12.20 Borrower specifically acknowledges and agrees to comply with City of Miami Ordinance No. 13491, § 2-415. 12.21 Parties agree that the Loan will be non recourse except that the exceptions to non - course applicable to any Permitted Senior Financing shall also apply to this Loan. 12.22 The Borrower has represented that no Florida documentary stamps or intangible taxes are required to paid on the Note or the Mortgage. The Borrower hereby agrees to indemnify and to defend and hold the Lender and all of its affiliates, successors, and assigns harmless against any and all documentary stamp taxes and intangible taxes, if any, imposed assessed or claimed as a result of or arising out of: (i) Lender's acceptance and/or ownership of the Note or Mortgage (or any other loan document pertaining to the loan referenced to therein); or (ii) the execution or delivery of the Note and the Mortgage (or any other loan document pertaining to the loan referred to therein) (it being understood that any reference herein to documentary stamp taxes and intangible taxes include any and all penalties, interest and attorneys' fees incurred by the Lender in connection therewith), and the Borrower agrees to pay any and all such documentary stamp taxes or intangible taxes upon demand. In the event of a failure by the Borrower to pay such documentary stamp taxes and intangible taxes upon demand and should the Lender elect to pay the same, all such charges shall be secured by the lien of the Note and the Mortgage and shall bear interest at the Default Rate, as provided in the Note, from the date of advance by the Lender until paid by the Borrower. The provisions of this Section shall survive repayment of the Notes and the satisfaction of the Note and Mortgage so long as a claim may be asserted by the State of Florida or any of its agencies. Page 36 of 41 [Remainder of page left Blank] [Signatures on Following Pages] Page 37 of 41 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. WITNESSES: Print Name: `w kit � • Di ex - Print Print Name: 1--ai24 14121) STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: BORROWER: DFI MUNDY, LLC, a Florida limited liability company By: DRAGONFLY INVESTMENTS, LLC, a Florida limited liability company, its manager Name: Irving Weisselberger Title: Manager ACKNOWLEDGMENT The foregoing instrument was acknowledged before me by means of G7-ihysical presence or O online notarization, this `day of December, 2024 by Irving Weisselberger as Manager of Dragonfly Investments, LLC, a Florida limited liability company, the manager of DFI Mundy, LLC, a Florida limited liability company. He is personally known to me or has produced as identification. JULIE QUITTNER Commission #HIi181787 My Commission Expires October 5 2025 ut,Litre tai n-e4-- P lt)Na Vary Public, State of Florida at large Page 37 of 41 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: Date: APPROVE P AS`(SURANCE " REQUIREME S CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: L�?/L e`-a'-K ,� i'cd hur Noriega V, City Manager er APPROVED AS TO FORM AND CORRECTNESS: Ann -Mari . . e rge K. Wysong III Director o ' sk Management City Attorney )444. .23-024416 APPROVED AS TO DEPARTMENTAL REQUIREMENTS: -6 By: 4.Victor T. Turner Director of the Department of Housing and Community Development Page 38 of 41 Exhibit A Legal Description of the Properties Legal Description of 3121 Mundy Street, Miami, FL 33133: Lot 12, of CHARLES M. MUNDY SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 15, at Page 29, of the Public Records of Miami -Dade County, Florida. Legal Description of 3173 Mundy Street, Miami, FL 33133: Lot 5, of Charles M. Muncy, a subdivision, according to the Plat thereof, as recorded in Plat Book 15, Page 29, of the Public Records of Miami -Dade County, Florida. Exhibit B Scope of Work/Project Schedule DPAGONFLY THE VISION: DFI Mundy Affordable Housing Development DFI Mundy Affordable Housing Development will have 8 units, on two separate lots located at 3121 and 3173 Mundy Street in Coconut Grove, FL. Each four-plex will host 3-bedroom, 2-bathroom units in order to give families a better life. The units wilt feature in -unit washers and dryers, a feature not often found in smaller, affordable developments. By using durable materials, and some clever design styles to reduce maintenance costs in the future, the units will be easy to operate and maintain for years to come. 3173 Mundy Street currently has a coral rock house, built in 1926. Due to historic preservation practices that aim to preserve this type of Florida vernacular, the house cannot be demolished. The project will repurpose the 813-square-foot home as a lobby for the four affordable units. The peaked rooftine of the existing cottage will be mirrored by the addition in order to maintain a symmetry of style and scale. The coral rock vernacular will also inform the style of the addition; a Florida vernacular wood frame cottage style will be applied in order to blend the old with the new seamlessly. 3121 Mundy Street is currently a vacant Lot. The Florida vernacular wood frame cottage style will also be applied to the new construction of the units in order to deliver harmony from a visual perspective on the street. This style will also blend in with the existing neighboring buildings so that the style and scale work together as people pass by, so that neither of the new buildings will be visually jarring. The DR Mundy Affordable Housing Development came to tight when it became apparent that the previous applicant, Casa Valentina, could not perform its development duties as agreed and funded by the City of Miami through the ARPA and CDGB programs. This project, white seeing a reduction in affordable housing units (Casa Valentina promised to deliver 50 units previously), is in everyone's best interest; Casa Valentina wilt be released from a project it could not deliver, the City will not have to take back the properties, and the community will get 8 new 3-bedroom units which is a unit size needed in the Grove. PageI2 Project Schedule 3131 Mundy St Schedule Jan 6, 2025- March 17, 2025 March 17, 2025 - January 7, 2026 Jan 15, 2026 - March 15, 2026 December 1, 2025 - Jan 15, 2026 4/1/2026 10 Weeks Design / Construction Documents / Apply for Permit 10 Months Module Building in Factory Site Work / Foundation 8 Week Install CO 3173 Mundy St Schedule Jan 6, 2025 - March 17, 2025 March 17, 2025 - January 7, 2026 Jan 15, 2026 - September 15, 2026 December 1, 2025 - Jan 15, 2026 10/1/2026 10 Weeks Design / Construction Documents / Apply for Permit 10 Months permitting Site Work / Foundation 9 Month Construction Period CO Exhibit C Budget Development Budget: Land Hard Cost Soft Cast Developer Fee Total Development Cost: S440,846 S2,409342 S368,914 S116,082 $3,335,184 City of rlamt - Department of Community Development COST ALLOCATION REPORT Flnarctnq teuroes: &peotfy kerne Total Proleot % 02 %FEFonds APPA SANK LOAN Other Equity Investment Land Aopulelaon $4413,242 1322% 1440,E46 Hard Cots 1536235 ;1ss..1?,5==- 40 ,:wlstrdrec (Mal. Site wadi) 21,7542E0 52.50% Constr., : - eontingency 6312„762 928% 41::1,5" 4191,151 ,:ci,_.._,.-.: CanaeterSoli Test 411,500 034% 67,261 13639 strueeer, Maim T.2913,300 2_25% 4216,246 276,854 Total Haul Costs 42,406,342 72 2A% - 1.S $720,142 O A:m.6u 2: $272,044 i .Arch Des?, CMi Engineering 616•000 410,237 62,363 0d8% Innact d Censd Fees : c2% m 2Q .,,,,, t i F-es 620..222 C 2121, 614 2 2 46.532 Letial 415,D00 C -1i1k 415,206 16 Licenses i Envaorsgetlal i U51 Fees i19,EDo C _ 2 , 413,...,34 46,266 ita *oal1 Surveys 22,200 D0EN $1,e12 $886 insurance: Construction PerPoO 452,243 158% 522,180 631,e62 Marketing Ad.CtOSMp 0D3% tia 60 Lean Closing i French; Fees 516,502 0. 49% 4112,79 15,221 merest l Carsyty Costs 4169.353 505% 450331 6112,152 Tine Lns z' , e 4. Recording 610,000 0.3'_,-i $5,235 53,155 Taxes 424,714 C.7AN 555,593 57,821 Constructer seta 62,400 O. C-ix SZL00 For Gag t7V CKy: City lectured cocas 610AD0 C._ ]% 1$154 55:6 SD 60 Developer's Fees & Overhead 4116,322 E 42% 5115;762 'ref Cost Contingency 60,657 C35 % SF,557 Total Soil Costs 14E4,1r1 14.5-=% - *,144 $147,625 2166,812 is 2123,006 Trial P101105 Cod 23.336.114 10000% - 1461,011 14411,147 21.606,38E $0 2422,842 Perotnt 01 City Funding to TDC Total Un Es Nienoer of City Urns Foment of City Units to Total Units City Subsidy Per Ascacted Una 41.77% 100% Total Square Footage 12.222 Trial Cost per 3WF 5315.e3 Total Livable Arta '0252 Total Livable Arta of City Accicted Units 50. Sri] Peroent of City Arse to Total 1 ]]% Exhibit D Affirmative Marketing Procedures and Responsibilities Note to all applicants/respondents: This form was developed with Nuance, the official HUD software for the creation of HUD forms. HUD has made available instructions for downloading a free installation of a Nuance reader that allows the user to fill-in and save this form in Nuance. Please see htto://oortal.hud.aov/hudoortai/documents/huddoc?id=nuancereaderinstall.pdf for the instructions. Using Nuance software is the only means of completing this form. Affirmative Fair Housing Marketing Plan (AFHMP) - Multifamily Housing U.S. Department of Housing and Urban Development Office of Fair Housing and Equal Opportunity OMB Approval No. 2529-0013 (exp.1/31/2021) la. Project Name & Address (including City, County, State & Zip Code) 3121 + 3173 Mundy Street Coconut Grove, FL 33133 Miami -Dade County 1b. Project Contract Number lc. No. of Units Id. Census Tract le. HousinglE_xpanded Hang Market Area Housing Market Area:West Coconut Grove Expanded Housing Market Area:City of Miami If. Managing Agent Name, Address (Including City, County, State & Zip Code), Telephone Number & Email Address TBD lg. Application/Owner/Developer Name, Address (Including City, County, State & Zip Code), Telephone Number & Email Address 19 W Flagler Street Sutie 1001 Miami, FL 33130, Miami -Dade County 1h. Entity Responsible for Marketing (check all that apply) 0 Owner 0 Agent © Other (specify) IMangement company TBD Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address 1i. To whom should approval and other correspondence concerning this AFHMP be sent? Indicate Name, Address (including City, State & Zip Code), Telephone Number & E-Mail Address. Irving Weisselberger 19 W Flagler Street Suite 1001 Miami FL 33133, Miami -Dade County, 305-319-0662 Irving@dragonflyri.com Amanda De Seta 19 W Flagler Street Suite 1001 Miami FL 33133, Miami -Dade County, 917-774-0869 amanda@dragonfiyri.com 2a. Affirmative Fair Housing Marketing Plan Plan Type 'Please Select Plan Type Reason(s) for current update: Date of the First Approved AFHMP: 1 2b. HUD Approved Occupancy of the Project (check all that apply) ®,Elderly Family C Mixed (Elderly/Disabled) 2c. Date of initial Occupancy Disabled 2d. Advertising Start Date Advertising must begin at least 90 days prior to initial or renewed occupancy for new construction and substantial rehabilitation projects. Date advertising began or will begin For existing projects, select below the reason advertising will be used: To fill existing unit vacancies ✓0 To place applicants on a waiting list ❑ (which currently has M. individuals) To reopen a closed waiting list EI (which currently has _ individuals) Previous editions are obsolete Page 1 of 8 Form HUD-935.2A (12J2011) 3a. Demographics of Project and Housing Market Area Complete and submitWorksheet 1. 3b. Targeted Marketing Activity Based on your completed Worksheet 1, indicate which demographic group(s) in the housing market area is/are least likely to apply for the housing without special outreach efforts. (check all that apply) 0 White © American Indian orAlaska Native ❑Asian ❑ Black or African American ©Native Hawaiian or Other Pacific Islander [J Hispanic or Latino ❑ Families with Children ['Other ethnic group, religion, etc. (specify) 4a. Residency Preference Is the owner requesting a residency preference? If yes, complete questions 1 through 5. If no, proceed to Block 4b. (1) Type Please Select Type 0 Persons with Disabilities 'Please Select Yes or No (2) Is the residency preference area: The same as the AFHMP housing/expanded housing market area as Identified in Block le? Please Select Yes or No The same as the residency preference area of the local PHA in whose jurisdiction the project is located? (3) What is the geographic area for the residency preference? (4) What is the reason for having a residency preference? (Please Select Yes or No (5) How do you plan to periodically evaluate your residency preference to ensure that it is in accordance with the non-discrimination and equal opportunity requirements in 24 CFR 5.105(a)? Complete and submit Worksheet 2 when requesting a residency preference (see also 24 CFR 5.655(c)(1)) for residency preference requirements. The requirements in 24 CFR 5.655(c)(1) will be used by HUD as guidelines for evaluating residency preferences consistent with the applicable HUD program requirements. See also HUD Occupancy Handbook (4350.3) Chapter 4, Section 4.6 for additional guidance on preferences. 4b. Proposed Marketing Activities: Community Contacts Complete and submit Worksheet 3 to describe your use of community contacts to market the project to those least likely to apply. 4c. Proposed Marketing Activities: Methods of Advertising Complete and submit Worksheet 4 to describe your proposed methods of advertising that will be used to market to those least likely to apply. Attach copies of advertisements, radio and television scripts, Internet advertisements, websites, and brochures, etc. Previous editions are obsolete Page 2 of 8 Form HUD-935.2A (12/2011) 6a. Fair Housing Poster The Fair Housing Poster must be prominently displayed In all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Check below all locations where the Poster will be displayed. Rental Office Ei Real Estate Office Model Unit ✓0 Other (specify) lobby 6b. Affirmative Fair Housing Marketing Plan The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check below all locations where the AFHMP will be made available. [� Rental Office El Real Estate Office El Model Unit Q✓ Other (specify) lobby Sc. Project Site Sign Project Site Signs, if any, must display in a conspicuous position the HUD approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.620(f)). Check below all locations where the Project Site Sign will be displayed. Please submit photos of Project signs. El Rental Office OReal Estate Oifioe 0 Model Unit Q Entrance to Project El Other (specify) The size of the Project Site Sign will be ( I x The Equal Housing Opportunity logo or slogan or statement will be I I x 6. Evaluation of Marketing Activities Explain the evaluation process you will use to determine whether your marketing activities have been successful in attracting individuals least likely to apply, how often you will make this determination, and how you will make decisions about future marketing based on the evaluation process. We will have a management copany review their marketing practices on an annual basis, and identify areas where they could improve their outreach Previous editions are obsolete Page 3 of 8 Form HUD-935.2A(122011) 7a. Marketing Staff What staff positions arelwill be responsible for affirmative marketing? We will hire a management company to cover affirmative marketing as part of their scope. of services. 7b. Staff Training and Assessment: AFHMP (1) Has staff been trained on the AFHMP? (2) Has staff been instructed in writing and orally on non-discrimination and fair housing policies as required by 24 CFR 200.620(c)? (3) If yes, who provides instruction on the AFHMP and Fair Housing Act, and how frequently? Please Select Yes or No )Please Select Yes or No We will ensure the management company renews their training annually. (4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing Act? (5) f yes, how and how often? Please Select Yes or No Annually 7c. Tenant Selection Training/Staff (1) Has staff been trained on tenant selection in accordance with the project's occupancy policy, including any residency preferences? Please Select Yes or No (2) What staff positions are/will be responsible for tenant. selection? TBD once the management copany is selected 7d. Staff Instruction/Training: Describe AFHM/Fair Housing Act staff training, already provided or to be provided, to whom it was/will be provided, content of training, and the dates of past and anticipated training. Please include copies of any AFHM/Fair Housing staff training materials. TBD once the management copany is selected Previous editions are obsolete Page 4 of 8 Form HUD-935.2A (12/2011) 8. Additional Considerations Is there anything else you would like to tell us about your AFHMP to help ensure that your program is marketed to those least likely to apply for housing in your project? Please attach additional sheets, as needed. 9. Review and Update By signing this form, the applicant/respondent agrees to implement its AFHMP, and to review and update its AFHMP in accordance with the instructions to item 9 of this form in order to ensure continued compliance with HUD's Affirmative Fair Housing Marketing Regulations (see 24 CFR Part 200, Subpart M). I hereby certify that all the information stated herein, as well as any information provided in the accompaniment herewith, is true and accurate. Warning: HUD will prosecute false claims and statements. ..nviction . result in criminal and/or civil penalties. (See 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 380 Sinatur- .-rssubmitting this Plan & Date of Submission (mm/dd/yyyy) Name (type or print) Z P/ 0/1Xlevpy Title & Name of Company For HUD -Office of Housing Use Only Reviewing Official: For HUD -Office of Fair Housing and Equal Opportunity Use Only EjApproval I l Disapproval Signature & Date (mm/dd/yyyy) Signature & Date (mm/dd/yyyy) Name (type or print) Title Name (type print) Title Previous editions are obsolete Page 5 of 8 Form HUD-935.2A (12/2011) Public reporting burden for this collection of information is estimated to average six (6) hours per initial response, and four (4) hours for updated plans, including the time for reviewing Instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid Office of Management and Budget (OMB) control number. Purpose of Form: All applicants for participation in FHA subsidized and unsubsidized multifamily housing programs with five or more units (see 24 CFR 200.615) must complete this Affirmative Fair Housing Marketing Plan (AFHMP) form as specified in 24 CFR 200.625, and In accordance with the requirements in 24 CFR 200.620. The purpose of this AFHMP is to help applicants offer equal housing opportunities regardless of race, color, national origin, religion, sex, familial status, or disability. The AFHMP helps owners/agents (respondents) effectively market the availability of housing opportunities to individuals of both minority and non -minority groups that are least likely to apply for occupancy. Affirmative fair housing marketing and planning should be part of all new construction, substantial rehabilitation, and existing project marketing and advertising activities. An AFHM program, as specified in this Plan, shall be in effect for each multifamily project throughout the life of the mortgage (24 CFR 200.620(a)). The AFHMP, once approved by HUD, must be made available for public inspection at the sales or rental offices of the respondent (24 CFR 200.625) and may not be revised without HUD approval. This form contains no questions of a confidential nature. Applicability: The form and worksheets must be completed and submitted by all FHA subsidized and unsubsidized multifamily housing program applicants. INSTRUCTIONS: Send completed form and worksheets to your local HUD Office, Attention: Director, Office of Housing Part 1: Applicant/Respondent and Project identification. Blocks 1 a, lb, lc, 1 g, 1 h, and 11 are self- explanatory. Block Id- Respondents may obtain the Census tract number from the U.S. Census Bureau (htto://factfinder2.census.00v/main.html) when completing Worksheet One. Block le- Respondents should identify both the housing market area and the expanded housing market area for their multifamily housing projects. Use abbreviations if necessary. A housing market area is the area from which a multifamily housing project owner/agent may reasonably expect to draw a substantial number of its tenants. This could be a county or Metropolitan Division. The U.S. Census Bureau provides a range of levels to draw from. An expanded housing market area is a larger geographic area, such as a Metropolitan Division or a Metropolitan Statistical Area, which may provide additional demographic diversity in terms of race, color, national origin, religion, sex, familial status, or disability. Block If- The applicant should complete this block only if a Managing Agent (the agent cannot be the applicant) is implementing the AFHMP. Part 2: Type of AFHMP Block 2a- Respondents should indicate the status of the AFHMP, i.e., initial or updated, as well as the date of the first approved AFHMP. Respondents should also provide the reason (s) for the current update, whether the update is based on the five-year review or due to significant changes in project or local demographics (See instructions for Part 9). Block 2b- Respondents should identify all groups HUD has approved for occupancy in the subject project, in accordance with the contract, grant, etc. Block 2c- Respondents should specify the date the project was/will be first occupied. Block 2d- For new construction and substantial rehabilitation projects, advertising must begin at least 90 days prior to initial occupancy. In the case of existing projects, respondents should indicate whether the advertising will be used to fill existing vacancies, to place individuals on the projects waiting list, or to re -open a closed waiting list Please indicate how many people are on the waiting list when advertising begins. Previous editions are obsolete Page 6 of 8 Form HUD 935.2A (12/2011) Part 3 Demographics and Marketing Area. "Least likely to apply" means that there is an identifiable presence of a specific demographic group in the housing market area, but members of that group are not likely to apply for the housing without targeted outreach, including marketing materials in other languages for limited English proficient individuals, and altemative formats for persons with disabilities. Reasons for not applying may include, but are not limited to, insufficient information about housing opportunities, language barriers, or transportation impediments. Block 3a - Using Worksheet 1, the respondent should indicate the demographic composition of the projects residents, current project applicant data, census tract, housing market area, and expanded housing market area. The applicable housing market area and expanded housing market area should be indicated in Block le. Compare groups within rows/across columns on Worksheet 1 to identify any under -represented group(s) relative to the surrounding housing market area and expanded housing market area, i.e., those group(s) "(east likely to apply" for the housing without targeted outreach and marketing. If there is a particular group or subgroup with members of a protected class that has an identifiable presence in the housing market area, but is not included in Worksheet 1, please specify under "Other." Respondents should use the most current demographic data from the U.S. Census or another official source such as a local govemment planning office. Please indicate the source of your data in Part 8 of this form. Block 3b - Using the information from the completed Worksheet 1, respondents should identify the demographic group(s) least likely to apply for the housing without special outreach efforts by checking all that apply. Part 4 - Marketing Program and Residency Preference (If any). Block 4a - A residency preference is a preference for admission of persons who reside or work in a specified geographic area (see 24 CFR 5.655(c)(1)(ii)). Respondents should indicate whether a residency preference is being utilized, and if so, respondents should specify if it is new, revised, or continuing. If a respondent wishes to utilize a residency preference, it must state the preference area (and provide a map delineating the precise area) and state the reason for having such a preference. The respondent must ensure that the preference is in accordance with the non- discrimination and equal opportunity requirements in 24 CFR 5.105(a) (see 24 CFR 5.655(c)(1)). Respondents should use Worksheet 2 to show how the percentage of the eligible population living or working in the residency preference area compares to that of residents of the project, project applicant data, census tract, housing market area, and expanded housing market area. The percentages would be the same as shown on completed Worksheet 1. Block 4b - Using Worksheet 3, respondents should describe their use of community contacts to help market the project to those least likely to apply. This table should include the name of a contact person, his/her address, telephone number, previous experience working with the target population(s), the approximate date contact was/will be initiated, and the specific role the community contact will play in assisting with affirmative fair housing marketing or outreach. Block 4c - Using Worksheet 4, respondents should describe their proposed method(s) of advertising to market to those (east likely to apply. This table should identify each media option, the reason for choosing this media, and the language of the advertisement. Alternative formats) that will be used to reach persons with disabilities, and logo(s) that will appear on the various materials (as well as their size) should be described. Please attach a copy of the advertising or marketing material. Part 5 — Availability of the Fair Housing Poster, AFHMP, and Project Site Sign. Block 5a - The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Respondents should indicate ail locations where the Fair Housing Poster will be displayed. Block 5b -The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check all of the locations where the AFHMP will be available. Block 5c -The Project Site Sign must display in a conspicuous position the HUD -approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.620(f)). Respondents should indicate where the Project Site Sign will be displayed, as well as the size Otte Sign and the size of the logo, slogan, or statement. Please submit photographs of project site signs. Previous editions are obsolete Page 7 of 8 Fomi HUD-935.2A (12/2011) Part 6 - Evaluation of Marketing Activities. Respondents should explain the evaluation process to be used to determine if they have been successful in attracting those individuals identified as least likely to apply. Respondents should also explain how they will make decisions about future marketing activities based on the evaluations. Part 7- Marketing Staff and Training. Block 7a -Respondents should identify staff positions that are/will be responsible for affirmative marketing. Block 7b - Respondents should indicate whether staff has been trained on the AFHMP and Fair Housing Act Please indicate who provides the training and how frequently. In addition, respondents should specify whether they periodically assess staff members' skills in using the AFHMP and in applying the Fair Housing Act. They should state how often they assess employee skills and how they conduct the assessment. Block 7c - Respondents should indicate whether staff has been trained on tenant selection in accordance with the project's occupancy policy, including residency preferences (if any). Respondents should also identify those staff positions that are/will be responsible for tenant selection. Block 7d - Respondents should include copies of any written materials related to staff training, and identify the dates of past and anticipated training. Part 8 - Additional Considerations. Respondents should describe their efforts not previously mentioned that were/are planned to attract those individuals least likely to apply for the subject housing. Part 9 - Review and Update. By signing the respondent assumes responsibility for implementing the AFHMP. Respondents must review their AFHMP every five years or when the local Community Development jurisdiction's Consolidated Plan is updated, or when there are significant changes in the demographics of the project or the local housing market area. When reviewing the plan, the respondent should consider the current demographics of the housing market area to determine if there have been demographic changes in the population in terms of race, color, national origin, religion, sex, familial status, or disability. The respondent will then determine if the population least to likely to apply for the housing is still the population identified in the AFHMP, whether the advertising and publicity cited in the current AFHMP are still appropriate, or whether advertising sources should be modified or expanded. Even if the demographics of the housing market area have not changed, the respondent should determine if the outreach currently being performed is reaching those it is intended to reach as measured by project occupancy and applicant data. If not, the AFHMP should be updated. The revised AFHMP must be submitted to HUD for approval. HUD may review whether the affirmative marketing is actually being performed in accordance with the AFHMP. If based on their review, respondents determine the AFHMP does not need to be revised, they should maintain a fife documenting what was reviewed, what was found as a result of the review, and why no changes were required. HUD may review this documentation. Notification of Intent to Begin Marketing. No later than 90 days prior to the initiation of rental marketing activities, the respondent must submit notification of intent to begin marketing. The notification is required by the AFHMP Compliance Regulations (24 CFR 108.15). The Notification is submitted to the Office of Housing in the HUD Office servicing the locality in which the proposed housing will be located. Upon receipt of the Notification of Intent to Begin Marketing from the applicant, the monitoring office will review any previously approved plan and may schedule a pre -occupancy conference. Such conference will be held prior to initiation of sales/rental marketing activities. At this conference, the previously approved AFHMP will be reviewed with the applicant to determine if the plan, and/or its proposed implementation, requires modification prior to initiation of marketing in order to achieve the objectives of the AFHM regulation and the plan. OMB approval of the AFHMP includes approval of this notification procedure as part of the AFHMP. The burden hours for such notification are included in the total designated for this AFHMP form. Previous editions are obsolete Page 8 of 8 Form HUD-935.2A (12/2011) Worksheet 1: Determining Demographic Groups Least Likely to Apply for Housing Opportunities (See AFHMP, Block 3b) In the respective columns below, indicate the percentage of demographic groups among the project's residents, current project applicant data, census tract, housing market area, and expanded housing market area (See instructions to Block le). If you are a new construction or substantial rehabilitation project and do not have residents or project applicant data, only report information for census tract, housing market area, and expanded market area. The purpose of this information is to identify any under -representation of certain demographic groups in terms of race, color, national origin, religion, sex, familial status, or disability. If there is significant under -representation of any demographic group among project residents or current applicants in relation to the housing/expanded housing market area, then targeted outreach and marketing should be directed towards these individuals least likely to apply. Please indicate under -represented groups in Block 3b of the AFHMP. Please attach maps showing both the housing market area and the expanded housing market area. Demographic Characteristics Project's Residents Project's Applicant Data ' Census Tract Housing Market Area Expanded Housing Market Area %White 3o v % Black or African American Gl r, % Hispanic or Latino (93% % Asian % American Indian or Alaskan Native - v % Native Hawaiian or Pacific Islander %Persons with Disabilities % Families with Children under the age of 18 „.,-- 1 ------- -- - Other (specify) Worksheet 2: Establishing a Residency Preference Area (See AFHMP, Block 4a) Complete this Worksheet if you wish to continue, revise, or add a residency preference, which is a preference for admission of persons who reside or work in a specified geographic area (see 24 CFR 5.655(c)(1)(ii)). If a residency preference is utilized, the preference must be in accordance with the non-discrimination and equal opportunity requirements contained in 24 CFR 5.105(a). This Worksheet will help show how the percentage of the population in the residency preference area compares to the demographics of the project 's residents, applicant data, census tract, housing market area, and expanded housing market area. Please attach a map clearly delineating the residency preference geographical area. Demographic Characteristics (as in Project's Residents determined Worksheet 1) in Project's Applicant Data as determined Worksheet 1) Census Tract (as determined in Worksheet 1) Housing Market Area (as determined in Worksheet 1) Expanded Housing Market Area (as determined in Worksheet 1) Residency Preference Area (if applicable) % White + % Black or African American % Hispanic or Latino % Asian % American Indian or Alaskan Native % Native Hawaiian or Pacific Islander % Persons with Disabilities % Families with Children under the age of 18 Other (specify) 1 ,0( WQlkSheet3,' Proposed *MetingAciivl ' bes —Community Contacts (See qFy, For each targeted marketing population organization you will use to facilitate outreach body, advocacy group, community center, previous experience working with the target will play in assisting with the affirmative designated as least likely to apply in Block 3b, identify at least one community contact to the particular population group. This could be a social service agency, religious etc. State the names of contact persons, their addresses, their telephone numbers, their population, the approximate date contact was/will be initiated, and the specific role they fair housing marketing. Please attach additional pages if necessary. Targeted Population(s) Community Contact(s), including required information noted above. Worksheet 4: Proposed Marketing Activities — Methods of Advertising (See AFHMP, Block 4c) Complete the following table by identifying your targeted marketing population(s), as indicated in Block 3b, as well as the methods of advertising that will be used to market to that population. For each targeted population, state the means of advertising that you will use as applicable to that group and the reason for choosing this media. In each block, in addition to specifying the media that will be used (e.g., name of newspaper, television station, website, location of bulletin board, etc.) state any language(s) in which the material will be provided, identify any altemative formats) to be used (e.g. Braille, large print, etc.), and specify the logo(s) (as well as size) that will appear on the various materials. Attach additional pages, if necessary, for further explanation. Please attach a copy of the advertising or marketing material. Targeted Populations)-* I Methods of Advertising . Targeted Population: Targeted Population: Targeted Population: Newspaper(s) Radio Station(s) TV Station(s) Electronic Media Bulletin Boards Brochures, Notices, Flyers Other (specify) Exhibit E Form of Mortgage and Security Agreement Exhibit F Form of Declaration of Restrictive Covenants Exhibit G Form of Rent Regulatory Agreement Exhibit H Signage Requirements Building Better Neighborhoods Mayor Francis Suarez SAMPLE TEMPLATE NAME OF PROJECT SECOND LINE THIRD LINE Francis Suarez Mayor Miguel Angel Gabela District 1 Damian Pardo District 2 Joe Carollo District 3 Manolo Reyes District 4 Christine King District 5 Arthur Noriega, V City Manager EQUAL HOUSING OPPORTUNITY Project Construction Cost: $1,234,567 City Contribution: $1,234,567 www.miami.gov (305) 416-2080 This Project is located in District 4 represented by City of Miami Commissioner Manolo Reyes Exhibit I Insurance Requirements INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE - CONSTRUCTION REQUIREMENTS - MFE LOAN AGREEMENTS FOR DFI MUNDY I. Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit (Per Job) $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Extended Completed Operations providing 3 years coverageextension following project completion Including Crane and Rigging Liability, as applicable II. Business Automobile Liability 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 Endorsements Required City of Miami included as an additional insured Including Crane and Rigging Liability, as applicable III. Worker's Compensation Limits of Liability (Part A): Statutory, per State of Florida Employer's Liability A. Limits of Liability (Part B) $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 Waiver of subrogation IV. Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $2,000,000 Aggregate $2,000,000 City of Miami listed as an additional Insured. Coverage is excess follow form over all liability polices contained herein. V. Professional Liability/Errors & Omissions Any licensed design professional work such as that provided by architects, engineers, construction consultants, etc., shall maintain professional liability insurance: Each Claim $2,000,000 Policy Aggregate $2,000,000 If claims made, retro Date applies prior to contract inception. Coverage is to be maintained and applicable for a minimum of 3 years following contract completion. VI. Payment and Performance MFE City listed as Obligee VII. Builders' Risk $2,409,342 Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Total Cost of Renovation Deductible: $ 10,000 5% Maximum on Wind/Hail and Flood A. Coverage Extensions: City of Miami listed as loss payee Including Storage and transport of materials, equipment, supplies of any kind to be used on or incidental to the project. Equipment Breakdown for testing of al mechanized, pressurized, or electrical equipment. VIII. Safety/claims and deductibles Safety and loss control shall be exercised at all times by the Contractor for the protection of all persons, employees, and property. Any hazardous conditions must be promptly identified, reported, and action taken to mitigate as soon as possible. Notice of claims/accidents/incidents associated with this agreement shall be reported to the Contractor's insurance company and to the City's Risk Management department as soon as practical. The Contractor has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co' insurance penalty, or self -insured retention; including any loss not covered because of the operation of such deductible, co-insurance penalty, self -insured retention, or coverage exclusion or limitation. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer 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. INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE— MFE LOAN AGREEMENT FOR DFI MUNDY I. Commercial General Liability 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 Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability 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 Endorsements Required. City of Miami included as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. EXHIBIT J ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). 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). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, 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, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity/Individual: Name: Signature: Title: Office Address: Email Address: Main Phone Number: Schedule A Permitted Senior Financing 1. Non -Revolving Construction Line of Credit ("NRCLOC") from Intercreditor Bank, N.A., national association, to Borrower in the estimated amount of $1,505,368.00, or other fmancing on reasonable commercial terms from another senior lender or HUD ("Senior Lender"), evidenced by a Promissory Note and secured by a Mortgage both from Borrower in favor of Senior Lender. 2. City of Miami ARPA funds in the amount of $2,000,000.00, evidenced by a [Promissory Note] and secured by a [Mortgage] both from Borrower in favor of City (the "ARPA Loan").