HomeMy WebLinkAbout25382AGREEMENT INFORMATION
AGREEMENT NUMBER
25382
NAME/TYPE OF AGREEMENT
MIAMI-DADE COUNTY
DESCRIPTION
HOME -ARP LOAN AGREEMENT FOR MIAMI-DADE
HOMELESS TRUST/HIDEAWAYS BY THE BAY/MATTER ID: 24-
3280/#2
EFFECTIVE DATE
January 8, 2025
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
1/8/2025
DATE RECEIVED FROM ISSUING
DEPT.
1/8/2025
NOTE
CITY OF MIAMI DOCUMENT ROUTING FORM a oofJ(�3U
ORIGINATING DEPARTMENT: HOUSING AND COMMUNITY DEVELOPMENT
DEPT. CONTACT PERSON:
ALBERTO CASTELLON / RAYMOND PEREIRA-LAW
EXT. 2084 / 1835
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: MIAMI-DADE COUNTY
IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS?
TOTAL CONTRACT AMOUNT: $ 8,000,000 FUNDING INVOLVED?
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
O EXPERT CONSULTANT AGREEMENT
O LICENSE AGREEMENT
OTHER: (PLEASE SPECIFY): Loan Documents
❑ YES ® NO
® YES ❑ NO
O PUBLIC WORKS AGREEMENT
O MAINTENANCE AGREEMENT
O INTER -LOCAL AGREEMENT
O LEASE AGREEMENT
O PURCHASE OR SALE AGREEMENT
PURPOSE OF THE ITEM (BRIEF SUMMARY):
•:. City of Miami is working with the Homeless Trust to fund the County's acquisition of the La Quinta Inn in Cutler Bay to convert the
hotel into permanent supportive housing to serve elderly, homeless persons. As approved at Commission, the City will be loaning
the County $8M of HOME -ARP funds (from HUD) as a deferred, forgivable loan. The attached loan documents will securitize the
City's interest via: a Loan Agreement, Mortgage and Sec. Agreement, Restrictive Covenant, Rental Regulatory Agreement, etc.
COMMISSION APPROVAL DATE: 12/12/2024 FILE ID:
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
ENACTMENT No.:
OUTING INFORMATION, INFORMATION ° ``:.: = `...
Date
PLEASE PRINT AND SI N
APPROVAL BY DEPARTMENTAL DIRECTOR
12/20/2024
PRINT:
SIGNATURE: UVRE: T r
SUBMITTED TO RISK MANAGEMENT
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1IV( 114 -
PRINT: ANN-MARI SHARPE
SIGNATURE:
99 ?'� saw
(/
SUBMITTED TO CITY ATTORNEY J 49
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PRINT: GEORGE WYS
SIGNATU •
APPROVAL BY ASSISTANT CITY MANAGER/CFO
PRINT: LARRYSPRING
SIGNATURE:
RECEIVED BY CITY MANAGER
PRINT: ART NORIEGA, V.
SIGNATURE:
RECEIVED BY DEPUTY CITY MANAGER
! „//r
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PRINT: NATASHA COLEBROO -WILLIAMS
SIGNATURE: 61��/ JGs'K'L"`�C
1) ONE ORIGINAL TO CITY CLERK,
2) ONE COPY TO CITY ATTORNEY'S OFFICE,
3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT
PRINT: TODD Br. HANNON
SIGNATURE:
PRINT:
SIGNATURE:
PRINT:
SIGNATURE:
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER
HOME -ARP LOAN AGREEMENT FOR
MIAMI-DADE HOMELESS TRUST
This Home Investment Partnerships -American Rescue Plan Act of 2021 ("HOME -ARP")
Loan Agrement (this "Loan Agreeme " or "Agreement") for Hideaways by the Bay is dated as
of this 8' day of Icruar f , 202e by and between the CITY OF MIAMI, a municipal
corporation of the State of Florida (hereinafter the "City" or "Lender"), and MIAMI-DADE
COUNTY, a political subdivision of the State of Florida (hereinafter the "Project Sponsor" or
"Borrower" or "Subrecipient"). Lender and Borrower are sometimes jointly referred to as
"Parties."
FUNDING SOURCE:
AMOUNT:
RESOLUTION:
United States Department of the Treasury, through its final
rule, 31 CFR Part 35, that implements the Coronavirus
State Fiscal and Local Fiscal Recovery Funds established
under the American Rescue Plan Act of 2021, provided
through the HOME Investment Partnership Program
("HOME"), known as HOME -ARP Funds.
Eight Million and 00/100 Dollars ($8,000,000.00) in
HOME -ARP funds
The City of Miami Housing and Commercial Loan
Committee approval of November 15, 2024 and Miami
City Commission resolution No. 24-0495 approved on
December 12, 2024.
PROJECT NAME: Hideaways by the Bay
PROJECT TYPE: Acquisition and Rehabilitation of a Rental Project
PROJECT SPONSOR: Miami -Dade County; Miami -Dade County Homeless Trust,
lead agency for the Miami -Dade Continuum of Care
LAND OWNER: Miami -Dade County
TERM OF THE AGREEMENT: See Section 1.19
AFFORDABILITY PERIOD: Fifteen (15) years commencing from the Close -Out of the
Project
HOME -ARP
ASSISTED UNITS:
Fifty-seven (57) of the Affordable Units shall be HOME -
ARP Assisted Units for HOME -ARP Qualified
Populations; Of which if authorized, up to seventeen (17)
of the HOME -ARP Assisted Units shall be allocated for
Low Income Households.
Page 1 of 45
PROPERTY ADDRESS:
IDIS NUMBER:
ORACLE NUMBER:
EXHIBITS ATTACHED:
Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "D"
Exhibit "E"
Exhibit "F"
Exhibit "G"
Exhibit "H"
Exhibit "I"
Exhibit "J"
Exhibit "K"
Exhibit "L"
Exhibit "M"
Schedule A
10821 Caribbean Boulevard Miami, Florida 33189 (Folio
Number: 36-6007-027-0010)
Legal Description
Scope of Work /Project Schedule
Budget
Form of Disbursement Agreement
Affirmative Marketing Procedures and Responsibilities
Form of Mortgage and Security Agreement
Form of Declaration of Restrictive Covenants
Form of Rent Regulatory Agreement
Signage Requirements
Additional Insurance Requirements
Anti -Human Trafficking Affidavit
HOME -ARP Guidelines
HOME -ARP Qualifying Populations Documentation Requirements
Schedule of Permitted Senior Financing
RECITALS
WHEREAS, the Project Sponsor is acquiring the real property (the "Property") described
in Exhibit "A." The Project Sponsor is converting the Property into permanent supportive housing
project that will be known as Hideaways by the Bay that will increase the supply of rental housing
units including units for HOME -ARP Eligible Households, and Low Income Individuals and
Households, by providing additional affordable rental units.
WHEREAS, on November 15, 2024, and on December 12, 2024, the City's Housing and
Commercial Loan Committee ("HCLC") and the Miami City Commission respectively approved
an allocation of HOME -ARP funds in the amount of $8,000,000.00 to Project Sponsor for the
acquisition of the Property; and
WHEREAS, the City and the Project Sponsor intend and agree that the HOME -ARP 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 understand and
agree as follows:
Page 2 of 45
ARTICLE I
DEFINITIONS
The City, and the Project Sponsor hereby agree that the capitalized terms used herein shall
have the meanings set forth below unless the context requires otherwise:
1.1 Affordability Period:
1.2 Affordable:
1.3 Close -Out of the Project:
1.4 Contract Records:
1.5 Effective Date:
1.6 HOME:
1.7 HOME -ARP
Eligible Household:
The period of time that the Assisted Units must
remain Affordable, in compliance with 31 CFR Part
35. The Affordability Period for this Project will be
fifteen (15) years, commencing on the Close -Out of
the Project.
A project or unit that satisfies the affordability
requirements set forth in this Loan Agreement, the
Covenant, and the Rent Regulatory Agreement.
The date on which the Project has obtained all of the
required Certificate(s) of Occupancy and all HOME -
ARP Assisted Units have been leased to eligible
HOME -ARP tenants.
Any and all books, records, documents, information,
data, papers, letters, materials, electronic storage
data and media, whether written, printed,
computerized, electronic or electrical, however
collected or preserved which are or were produced,
developed, maintained, completed, received or
compiled by or at the direction of the Project Sponsor
or any Project contractor or subcontractor relating to
the use of the HOME -ARP Funds in carrying out the
duties and obligations required by the terms of this
Agreement, including, but not limited to, financial
books and records, ledgers, drawings, maps,
pamphlets, designs, electronic tapes, computer
drives and diskettes or surveys.
The date on which the Agreement has been signed by
the City Manager and attested to by the City Clerk.
The HOME Investment Partnerships Program.
A household who is considered a "qualifying
populations" as defined in Section IV.A of the
HOME -ARP Notice (CPD-21-10 issued on
September 13, 2021).
Page 3 of 45
1.8 HOME -ARP:
1.9 HOME Program:
1.10 HOME Requirements:
The allocation of HOME funds authorized by the
United States Depai tiiient of the Treasury's final
rule, 31 CFR Part 35, that implements the
Coronavirus State Fiscal and Local Fiscal Recovery
Funds established under the American Rescue Plan
Act of 2021, and governed by the alternative
requirements set out for these funds in the HOME -
ARP guidance.
The program created by the National Affordable
Housing Act of 1990 to strengthen public/private
partnerships to provide more Affordable housing to
qualified persons.
The requirements contained in this Agreement, 24
CFR Part 92 and any other requirements imposed by
the City.
1.11 HUD: The United States Department of Housing and Urban
Development.
1.12 HOME -ARP Assisted Units,
or Assisted Units:
1.13 HOME -ARP Loan, or
HOME -ARP Loan Documents, or
Loan Documents:
Fifty-seven (57) of the Project's total one hundred
seven (107) residential apartment units, will be
HOME -ARP Assisted Units or Affordable units for
households/individuals. All fifty-seven (57) of the
Affordable units shall be allocated for HOME -ARP
Eligible Households. The payable rents on the
HOME -ARP Assisted Units are subject to the
Covenant and the Rent Regulatory Agreement.
Further restrictions apply to the HOME -ARP
Assisted Units as provided in this Agreement, the
Covenant, the other HOME -ARP Loan Documents
and the Legal Requirements, as applicable. The
HOME -ARP Assisted Units shall remain
Affordable throughout the Affordability Period.
This Agreement and all other documents that may
now or hereafter evidence or secure the loaned
HOME -ARP Funds together with other documents
executed in connection therewith or presented by the
Project Sponsor to the City in connection therewith
or herewith, including but not limited to Exhibits D,
Page 4 of 45
F, G, H, and the Note, and all amendments,
extensions and renewals to any of the foregoing.
1.14 HOME -ARP Funds, or, the Loan: The loan in the amount of eight million dollars
($8,000,000.00) from the City to the Project Sponsor
for the Project's acquisition.
1.15 HOME -ARP Qualifying
Population Rent:
1.16 ARPA Program:
A rent amount that is no greater than thirty (30%) of
the adjusted income of a family whose annual
income equals fifty (50%) of AMI with adjustment
for the bedroom size or the housing unit. the HOME -
ARP Rent for Qualifying Population Households
may not exceed the maximum rent limitations set by
HUD minus utility allowances as more particularly
described in the Rent Regulatory Agreement. Units
occupied by Qualifying Population tenants that
receive federally funded rental assistance and
contribute no more than thirty (30%) of their income
in rent may charge the maximum rent permissible
under the applicable rental assistance program.
United States Department of the Treasury's final
rule, 31 CFR Part 35, that implements the
Coronavirus State Fiscal and Local Fiscal Recovery
Funds established under the American Rescue Plan
Act of 2021.
1.17 ARPA Requirements: The requirements contained in this Agreement, 31
CFR Part 35 and any other requirements imposed by
the City.
1.18 Legal Requirements: All federal, state and local laws, regulations and
requirements relating or pertaining to the HOME -
ARP Loan and/or the Project, and any requirements
imposed by the City.
1.19 Low -Income
Household: Annual income does not exceed sixty-five percent
(65%) of the median income for the area, as
determined by HUD with adjustments and certain
exceptions as provided in 31 CFR Part 35.
1.20 Closing Date: The date that Borrower receives title to the Property
from seller.
Page 5 of 45
1.21 Project:
1.22 Property:
1.23 Property Operator:
1.24 Qualifying Populations:
1.25 Term:
Hideaways by the Bay is the conversion of a former
4-floor hotel building located at 10821 Caribbean
Boulevard Cutler Bay, Florida 33189. The project
will have a total of one hundred seven (107) units.
Fifty-seven (57) Affordable HOME -ARP Assisted
Units shall be occupied by eligible tenants, as
described herein, and shall be comprised of fifty-
seven (57) studio apartment units. The building on
the Property shall be constructed in accordance with
the Project Schedule/Scope of Work and the plans
and specifications, attached hereto and incorporated
herein as Exhibit "B", that will provide affordable
housing opportunities in accordance with HUD
income guidelines.
The real property, together with other real property
to be acquired with the Loan, and all improvements
thereon, located at 10821 Caribbean Boulevard
Cutler Bay, Florida 33189, in the County of Miami -
Dade, State of Florida, on which the Project is being
constructed, as legally described in Exhibit "A,"
attached hereto and incorporated herein.
The entity hired by Project Sponsor to manage the
Project.
Homeless or at -risk persons or households as defined
in detail in HUD CPD Notice 21-10 and HOME -
ARP Guidance. The Qualifying Population includes
any designated targeted subpopulation of these
groups that is eligible to reside in the Project,
including individuals or households that are
homeless, chronically homeless, at risk of
homelessness, fleeing or attempting to flee domestic
violence, formerly homeless and in need of
continued housing assistance or supportive services,
or at greatest risk of housing instability due to
extremely low income and other factors. The Project
will serve elderly from all four (4) Qualified
Populations, with a preference for elderly individuals
or households that are homeless.
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.
Page 6 of 45
1.26 The Covenant:
1.27 Treasury:
1.28 Rent Regulatory Agreement:
1.29 The Note:
1.30 The Mortgage
A Declaration of Restrictive Covenants recorded in
the Public Records of Miami -Dade County, Florida
to ensure that the HOME -ARP Assisted Units will
qualify and remain Affordable during the
Affordability Period.
United States Department of the Treasury
See Exhibit "H"
The Promissory Note of even date herewith
evidencing the Loan, executed by the Project
Sponsor in favor of the City.
The Mortgage and Security Agreement
collateralizing the Loan, executed by the Project
Sponsor, a copy of which is attached hereto and
incorporated herein as Exhibit "F."
ARTICLE II
HOME -ARP FUNDS
Upon satisfaction of all conditions set forth herein, the City has disbursed or shall disburse
the HOME -ARP Funds to the Project Sponsor for the purposes herein set forth.
2.1 Use of Funds. The Project Sponsor is purchasing the real property described
in Exhibit "A." The Project Sponsor is rehabilitating an existing building on the property consisting
of a 4-floor hotel building located approximately at 10821 Caribbean Boulevard Cutler Bay,
Florida 33189. The Project consists of a total of one hundred seven (107) units. Fifty-seven (57)
units will be HOME -ARP Assisted Units which shall be occupied by HOME -ARP Eligible
Households and Low -Income Households for a period of fifteen (15) years, commencing at the
Close -Out of the Project.
The HOME -ARP Funds shall be used for the acquisition of the Property, in accordance
with the Scope of Work/Project Schedule attached hereto and incorporated herein as Exhibit "B"
and the Budget attached hereto and incorporated herein as Exhibit "C."
2.2 Disbursement. The HOME -ARP Funds shall be disbursed in accordance with the
Budget attached hereto and incorporated herein as Exhibit "C" and in the manner set forth in that
certain Disbursement Agreement, of even date herewith, which is entered into by the City and the
Project Sponsor (the "Disbursement Agreement") and is attached hereto and incorporated herein
as Exhibit "D". The Project Sponsor shall not request disbursement of such Funds until such Funds
are needed for payment of eligible costs. The amount of each request for disbursement must be
limited to the amount needed for the payment of eligible costs. The Project Sponsor agrees and
Page 7 of 45
affirms that any expenditure of the HOME -ARP Funds will be in compliance with the HOME
regulations and the HOME -ARP guidance.
2.3 Repayment of HOME -ARP Funds. Repayment by the Project Sponsor of principal,
accrued interest, and other costs and charges set forth in the HOME -ARP Loan Documents shall
be deferred to the end of the Affordability Period, at which time the accrued interest and principal
shall be due and payable. Upon the expiration of the Affordability Period, the HOME -ARP Loan
will be repaid as follows:
A. The HOME -ARP Loan shall bear zero percent (0%) until the Close -Out of the Project.
Upon the Close -Out of the Project, the HOME -ARP Loan shall, in the sole and absolute
discretion of the City, which shall not be unreasonably withheld, be converted to a forgivable
loan that shall bear interest at the rate of zero percent (0%) per annum simple interest only, with
the entire principal balance and any accrued and unpaid interest and other charges due at maturity.
Notwithstanding anything in this Agreement or any of the other HOME -ARP Loan Documents
to the contrary, the HOME -ARP Loan shall, in the sole and absolute discretion of the City, which
shall not be unreasonably withheld, be forgiven at the end of the Affordability Period. At the end
of the Affordability Period, the City shall cancel all remaining indebtedness on the HOME -ARP
Loan, cancel the Promissory Note, as set forth in Exhibit F (the "Note"), for the HOME -ARP
Loan (and deliver, or cause to be delivered, the cancelled original Note to the Project Sponsor),
and satisfy the Mortgage of even date herewith, as also set forth in Exhibit F ("Mortgage"), for
the HOME -ARP Loan, and prepare and record a satisfaction of the Mortgage in the Public
Records of Miami -Dade County, Florida.
B. The Project Sponsor shall not agree to any transaction or agreement that will create
additional mandatory superior payments without the City's prior written approval other than the
Permitted Senior Financing as set forth on Schedule "A" attached hereto and made a part hereof.
C. Notwithstanding any provision herein to the contrary, in the event that the Project
Sponsor shall:
(i) Meet all of its obligations hereunder and under all of the HOME -ARP Loan
Documents executed in connection herewith;
(ii) Commence construction of the Project within six (6) months from the
Effective Date of this Agreement;
(iii) Obtain all required certificates of completion for the Project, within
eighteen (18) months from the Effective Date;
(iv) Rent fifty-seven (57) HOME -ARP Assisted Units to HOME -ARP
Qualifying Populations in accordance with the requirements of this
Agreement, within twelve (12) months after the issuance of certificates of
occupancy for the Project, but in no event later than thirty-six (36) months
from the Effective Date
Page 8 of 45
(v) Throughout the Affordability Period, rent the HOME -ARP Assisted Units
to HOME -ARP Qualifying Populations and if needed to Low -Income
Households in accordance with the requirements of this Agreement, the
Covenant, the Rent Regulatory Agreement and the other HOME -ARP Loan
Documents; and
(vi) Throughout the Affordability Period, comply with all applicable HOME -
ARP Requirements and all applicable requirements hereof and in the other
HOME -ARP Loan Documents;
then, in such event, the City shall, in its sole and absolute discretion, which shall not be
unreasonably withheld, cancel all remaining indebtedness on the Loan, cancel the HOME -ARP
Note (and deliver, or cause to be delivered, the cancelled original HOME -ARP Note to the Project
Sponsor), and satisfy the Mortgage (and prepare and record a satisfaction of the Mortgage in the
Public Records of Miami -Dade County, Florida).
D. Notwithstanding any provision herein to the contrary, the amount of the HOME -ARP
Funds disbursed hereunder, together with all interest accrued thereon, shall become due and
payable upon the occurrence of an Event of Default as described in Article VII below and the
continuance of such Event of Default beyond the applicable cure period, if any.
2.4 Omitted.
ARTICLE III
DISBURSEMENT REQUIREMENTS
3.1 CONDITIONS OF DISBURSEMENT OF HOME -ARP FUNDS.
The City shall not be obligated to disburse the HOME -ARP Funds 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, the Project Sponsor's
estate 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.
Page 9 of 45
3.1.4 HOME -ARP Program. Evidence of the Project Sponsor's satisfactory compliance
with all of the applicable requirements of the HOME -ARP Program, pursuant to
HUD CPD-21-10 and pursuant to 31 CFR Part 35, as hereinafter detailed.
3.1.5 Corporate Documents.
(a) The operating agreement, or its equivalent, and a good standing certificate
for the Project Sponsor and its Manager, certified by the appropriate
governmental authority.
(b)
(c)
Resolutions, and incumbency certificates, or, in the case of a partnership,
their equivalent, for the Project Sponsor and its Manager certified by the
Corporate Secretary or other authorized signer, authorizing the
consummation of the transactions contemplated hereby, all satisfactory to
the City.
Evidence satisfactory to the City that Project Sponsor or any member of
such entity, is qualified to receive funds under the HOME -ARP Program in
accordance with the accordance with the HOME -ARP Requirements. As of
the date of this Agreement the Project Sponsor is in compliance with this
requirement.
3.1.6 Insurance Policies. The Project Sponsor is self insured subject to the limitations and
provisions of Section 768.28 of the Florida Statutes.
3.1.7 Operative Documents. This Agreement, the Covenant, the other HOME -ARP Loan
Documents, and all other HOME -ARP Documents, duly and lawfully executed by the
Project Sponsor and in recordable form, where appropriate.
3.1.8 Omitted.
3.1.9 List of Contractors and Subcontractors. A list of all of the Project Sponsor's
subcontractors and contractors as of the date of execution of this Agreement, and
copies of all contracts in excess of $100,000 for the performance of services or the
supply of materials in connection with the Project to be funded pursuant to this
Agreement.
3.1.10 Compliance with HOME -ARP Requirements. All other documents required by the
HOME -ARP Program evidencing compliance with HOME -ARP Requirements.
3.1.11 Firm Commitments for Construction Financing. Evidence of firm commitments
for a construction/permanent loan(s) as provided for in the Budget, attached hereto
as Exhibit "C" and made a part hereof.
Page 10 of 45
3.1.12 Evaluation of Project Costs. The evaluation of the Project's costs as prepared by
an independent engineer/general contractor, engaged by the Project Sponsor, that
supports the total projected construction costs of the Project.
3.1.13 First Source Hiring Agreement. N/A
3.1.14 Historic Preservation Review. N/A
3.1.15 Environmental Report. The Project Sponsor shall submit all information requested
by the City with respect to the Project including, but not limited to, a current Phase
I Environmental Assessment Report in a form acceptable to the City. HOME -ARP
Funds will not be disbursed, until satisfactory completion of Phase I Environmental
Assessment Report in a form acceptable to the City.
3.1.16 Audit Report. The Project Sponsor shall submit audit reports, as are required herein,
to the City.
3.1.17 Personnel Policies and Administrative Procedure Manuals. The Project Sponsor
shall submit detailed documents describing the Project Sponsor's internal
organizational structure, property management and procurement policies and
procedures, personnel management, accounting policies and procedures, etc. Such
information shall be submitted to the City within thirty (30) days of the execution
of this Agreement and prior to the disbursement of any funds hereunder.
3.1.18 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be
requested by the City.
3.1.19 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters.
Such Certificate Regarding Debarment, Suspension and Other Responsibility
Matters as may be requested by the City.
3.1.20 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be
required by the City.
3.1.21 HUD Funds Release Approval: The release of funds shall be subject to receipt of
HUD approval of the request of release of funds ("RROF").
3.1.22 Anti -Human Trafficking. The Project Sponsor confirms and certifies that it is not
in violation of Section 787.06, Florida Statutes, and that it does not and shall not
use "coercion" for labor or services as defined in Section 787.06, Florida Statutes.
The Property Owner shall execute and submit to the City an Affidavit, of even date
herewith, in compliance with Section 787.06(13), Florida Statutes, attached an
incorporated herein as Exhibit "K". If the Project Sponsor fails to comply with the
terms of this Section, the City may suspend or terminate this Agreement
immediately, without prior notice, and in no event shall the City be liable to Project
Page 11 of 45
Sponsor for any additional compensation or for any consequential or incidental
damages.
3.1.23 The Project Sponsor shall be in full compliance with the requirements of previously
funded City projects that are either under construction or in their Affordability
Periods, including, but not limited to, the requirements of applicable Office of
Management and Budget ("OMB") Circular(s) and any other reporting and
insurance requirements imposed by the City for those projects.
3.1.24 An approved amendment from HUD of the City of Miami's HOME -ARP
Allocation Plan.
3.1.25 All other documents required by the City.
ARTICLE IV
HOME -ARP PROGRAM REQUIREMENTS
The Project Sponsor shall comply with all applicable requirements of HOME -ARP
including, but not limited to, the following HOME -ARP Requirements:
4.1 GENERAL.
4.1.1 The Project Sponsor shall maintain current documentation that its activities
qualify under the HOME -ARP Requirements.
4.1.2 The Project Sponsor shall ensure that any expenditure of the HOME -ARP
Funds will be in compliance with the requirements of the HOME
Regulations, HOME -ARP guidance and 31 CFR Part 35.
4.1.3 The Project Sponsor shall comply with all the non-discrimination
requirements of 31 CFR §35.6.
4.1.4 The Project Sponsor shall comply with the affirmative marketing
requirements specified in Exhibit "E" attached hereto and incorporated
herein; further the Project Sponsor shall annually report to the City on all
actions taken to comply with said requirements as same are specified in
Exhibit "E".
4.1.5 The Project Sponsor shall comply with all applicable provisions of 31 CFR
Part 35, including, but not limited to: (i) all applicable displacement,
relocation and acquisition requirements; (ii) HOME -ARP conflict of
interest provisions, in addition to the conflict of interest provisions specified
under Section 6.7 of this Agreement; and (iii) shall carry out each Project
activity in compliance with all other applicable Federal laws and
regulations.
Page 12 of 45
4.1.6 The Project Sponsor shall ensure that, upon Close -Out of the Project and
throughout the Affordability Period, the Project meets the same property
standards contained in 24 CFR §92.251 paragraphs (b), (c)(1) and (2), and
(f), and the lead -based paint requirements of 24 CFR §92.355 and 24 CFR
Part 35, subparts A, B, J, K, M and R.
4.1.7 Throughout the Affordability Period the Project Sponsor shall comply with
all Project housing quality standards imposed by the City.
4.1.8 The Project Sponsor agrees that throughout the Affordability Period, Rents
and tenant incomes for the HOME -ARP Assisted Units shall be monitored
by the City.
4.1.9 The Project Sponsor shall comply with all applicable labor requirements
pursuant to federal, state, and local laws, rules, and regulations.
4.1.10 Attendance at citizen participation committees/meetings, provided the
Project Sponsor is provided reasonable notice of such committees/meetings.
4.1.11 The Project Sponsor shall, to the greatest extent possible, give Low -Income
residents opportunities for training and employment.
4.1.12 The Project Sponsor and the Project Operator shall ensure and maintain
documentation that conclusively demonstrates that each activity assisted in
whole or in part with HOME -ARP Funds is an eligible activity under
HOME -ARP. The Project Sponsor and the Project Operator will maintain
the Tenant Documentation as specified in Section 4.8 of this Agreement.
4.2 REAL PROPERTY.
4.2.1 Any real property that was acquired or improved in whole or in part with
HOME -ARP Funds received from the City shall be either:
(a) Used to complete one of the HOME -ARP eligible activities as required by and
defined in 31 CFR Part 35 for such period of time as determined by the City,
in its sole and absolute discretion, based on the eligible activity.
(b) If not used in accordance with paragraph (a) above, then that shall constitute
an Event of Default and Project Sponsor shall pay to the City an amount equal
to the amount of HOME -ARP Funds disbursed at the time of default plus
accrued interest from the time of the default.
4.2.2 All real property purchased in whole or in part with funds for this
Agreement with the City, or transferred to the Project Sponsor after being
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purchased in whole or in part with funds from the City, shall be listed in the
property records of the Project Sponsor and shall include: a legal
description; size; address and location; owner's name if different from the
Project Sponsor; 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
HOME -ARP 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 HOME -ARP activity that will be
completed.
4.3 PERSONAL PROPERTY.
4.3.1 Definitions.
(a) Personal Property. Personal Property of any kind except real property:
1) Tangible. All personal property having physical existence.
2) Intangible. All personal property having no physical existence such
as patents, inventions and copyrights.
(b) Non -expendable Personal Property. Tangible personal property of a non-
consumable nature, with a value of $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 Project Sponsor 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 Project Sponsor 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 Project Sponsor and an inventory report submitted to the
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City when and as requested by the City. The inventory report shall include
the elements listed in Paragraph 4.3.2(a), above.
(c) Ownership of all non -expendable personal property purchased in whole or
in part with funds given to the Project Sponsor pursuant to the terms of this
Agreement shall vest in the City.
4.4 DISPOSITION. The Project Sponsor shall obtain the prior written approval of the City for
the disposition of real property, expendable personal property and non -expendable personal
property purchased in whole or in part with funds given to the Project Sponsor or its general
contractors or its subcontractors pursuant to the terms of this Agreement, 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, subject to the terms of the subordination agreements, dated
on or about the date hereof, to which both Borrower and City are parties (collectively,
"Subordination Agreement").
4.5 GENERAL CONTRACTORS, SUBCONTRACTS, AND ASSIGNMENTS.
4.5.1 The Project Sponsor shall ensure that all Project general contractors and
subcontracts and assignments:
(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, including but not limited to the
City's Minority Procurement Ordinance, and with any other conditions
and/or approvals that the City may deem necessary. The requirements of
this subparagraph apply to general contractors and 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 Project Sponsor shall incorporate in all consultant contracts and other contracts
with general contractors and subcontractors the following provision:
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"[The Project Sponsor] is not responsible for any insurance or other fringe
benefits, e.g., social security, income tax withholding, retirement or leave benefits,
for [the Consultant] or employees of [the Consultant], that are normally available
to direct employees of [the Project Sponsor]. [The Consultant] assumes full
responsibility for the provision of all insurance and fringe benefits for
himself/herself/itself and employees retained by [the Consultant] in carrying out
the Scope of Services provided in this contract."
4.5.3 The Project Sponsor shall be responsible for monitoring the contractual
performance of all subcontractors and general contractors.
4.5.4 The Project Sponsor shall submit to the City for its review and confirmation any
contract with general contractors or subcontractors 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 HOME -ARP funds for the Project Sponsor's
subcontractor(s) and general contractor(s).
4.5.5 The Project Sponsor shall receive written approval from the City prior to either
assigning or transferring any obligations or responsibility set forth in this
Agreement.
4.5.6 Approval by the City of any contract with subcontractors or general contractors 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 Project Sponsor and its general contractors and subcontractors shall comply
with the Copeland Anti -Kick Back Act, the Davis -Bacon 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 31 C.F.R. Part 35) and any other applicable laws, ordinances and
regulations.
4.5.8 If the City requests it, the Project Sponsor shall submit to the City, for written prior
approval, all proposed Solicitation Notices, Invitations for Bids, and Requests for
Proposals.
4.6 REPORTING OBLIGATIONS.
4.6.1 The Project Sponsor shall submit the following as required by the City:
4.6.1.1 Progress Reports. The Project Sponsor shall submit status reports
and projected completion dates to describe the progress made by the
Project Sponsor in achieving each of the objectives identified in
Exhibit "B" attached hereto. The Project Sponsor shall also submit
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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.
4.6.1.2 Inventory Report. The Project Sponsor shall furnish such reports on
the Project real property, as specified in Paragraph 4.2 hereof, as
may be requested by the City.
4.6.13 Affirmative Action Plan. The Project Sponsor shall report to the
City such information relative to the equality of Project employment
opportunities as and when requested by the City.
4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation
Act. The Project Sponsor shall report on its compliance with
Section 504 of the Rehabilitation Act, whenever requested by the
City.
4.6.1.5 Affirmative Marketing Plan and Report. The Project Sponsor shall
report to the City, annually, on all actions taken to comply with the
affirmative marketing requirements provided in Exhibit "E"
attached hereto.
4.6.1.6 List of Subcontractors. The Project Sponsor shall provide a list of
all Project contractors and subcontractors, and copies of all contracts
in excess of $100,000 for the performance of services or the supply
of materials in connection with the Project and to be funded pursuant
to the terms and conditions of the Regulatory Agreement and this
Agreement.
4.6.1.7 Previously Funded City Projects. The Project Sponsor shall comply
with (i) all applicable reporting requirements relating to the Project
Sponsor's previously funded City projects which are under
construction or in the Affordability Period, including, without
limiting the foregoing, OMB A-133; and (ii) all applicable insurance
requirements relating to such other previously funded projects of the
Project Sponsor.
4.6.1.8. Audits, Other Information and Records.
(i)
The Project Sponsor's subsidiary entity, also known as the
Homeless Trust, a political subdivision of the State of
Florida ("Homeless Trust"), shall submit to the City the
annual report that is submitted on behalf of the Homeless
Trust to Miami -Dade County's Board of County
Commissioners, which is conducted by an independent
certified public accountant or firm of independent certified
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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 financial statements and other records as
required in accordance with 2 CFR 200.302. Two copies of
each such audit must be delivered to the City no later than
six (6) months following the end of each 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 Project Sponsor as to the accuracy of
such financial statements.
A late fee of $500.00 will be assessed by the City for failure
to submit any of the required audited financial statements
or the certification each year as required.
At the request of the City, the Homeless Trust shall furnish
to the City, within thirty (30) days of a request by the City,
unaudited financial statements of the Homeless Trust's
operations, certified by the Homeless Trust's principal
financial or accounting officer, covering such financial
matters as the City may request, including without
limitation, monthly statements with respect to the Project.
(ii) The Project Sponsor shall establish and maintain sufficient
records to enable the City to determine whether the Project
Sponsor has met requirements of HOME -ARP and this
Agreement. The Project Sponsor 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.
Page 18 of 45
(iii) The Project Sponsor 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.
(iv) The Project Sponsor shall include in all Project contracts
with subcontractors or general contractors, 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.
The Project Sponsor shall submit to the City all reports described in this Section 4.6, 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 Project Sponsor's performance and
compliance with this Agreement, the Rent Regulatory Agreement, the other HOME -ARP Loan
Documents and all Legal Requirements.
4.6.1.9 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 Project Sponsor 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.
4.6.2 Federal, State and County Laws and Regulations.
4.6.2.1 The Project Sponsor shall comply with all applicable provisions of
federal, state, county and City laws, regulations, rules and
administrative requirements, such as OMB Circular No. A-122,
OMB Circular No. A-110, OMB Circular No. A-21, and OMB
Circular No. A-133, which are incorporated herein by reference, as
they may be revised from time to time.
4.6.2.2 The Project Sponsor shall comply with all applicable federal laws
and regulations such as: 31 CFR Part 35, as may be amended from
time to time; 24 CFR 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
Page 19 of 45
and Conservation Act (Pub. L. 94-163) which requires mandatory
standards and policies relating to energy efficiency.
4.6.2.3 If the amount payable to the Project Sponsor pursuant to the terms
of this Agreement is in excess of $100,000.00, the Project Sponsor
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
CFR Part 15); and Executive Order 11738.
4.7 DE -OBLIGATION. The City may, in its sole discretion, de -obligate the HOME -ARP
Funds from the Project and Project Sponsor, if by no later than twelve (12) months from
the Effective Date, the Borrower has failed to obtain all funding commitments represented
to HCLC or Project Sponsor has not complied with the other timelines/benchmarks set
forth in section 6.1.
4.8 Tenant -Documentation. Project Sponsor must verify that all tenants of HOME -ARP
Assisted Units are HOME -ARP Eligible Households with full Tenant Documentation
pursuant to 24 CFR Part 5.609, at the time of the initial lease for a HOME -ARP Assisted
Unit is executed. Project Sponsor and Project Operator must be in compliance with the
HOME -ARP Tenant Documentation requirements attached hereto as Exhibit "M".
Acceptable Qualifying Populations Tenant Documentation may include but is not limited
to the following as applicable to the eligible type of HOME -ARP Qualifying Populations
(the "Tenant Documentation"):
• Documentation of Homelessness such as HMIS record or written
verification from a homeless services outreach or intake worker or victim
services provider;
• Documentation of Disability from the Social Security Administration,
Veterans Administration, or a professional licensed by the State of Florida
to diagnose disability;
Documentation of Risk of Homelessness or Housing Instability such as an
eviction notice, record of living at a hotel or motel or publicly funded
institution or correctional facility, written verification from a family
member with whom the prospective tenant has been staying, and client self -
certification and intake worker case notes regarding inadequacy of
resources and support networks, and documentation of household income
under thirty percent (30%) AMI and evidence indicating that monthly rent
exceeds fifty percent (50%) of that household income; or
• Other documentation as may be required by the HOME -ARP guidance and
applicable HUD regulations.
Page 20 of 45
• Documentation of Chronic Homelessness must include both documentation
of homelessness for the applicable period(s) of time as well as
Documentation of Disability.
4.8.1 Tenants must certify that the number of people in tenant's household along with
such person's names and ages. Project Sponsor shall obtain financial
information on all members of a Low -Income household.
4.8.2 Project Sponsor must maintain copies of tenant documentation as required
under this contract.
4.8.3 Lender will review tenant documentation as part of its monitoring.
4.9 Tenant Eligibility for Qualifying Populations: Eligibility of Qualifying Populations
prospective tenants shall be documented upon entry to the Project subject to CoC Entry
Process described in Section 4.10 and 4.11 of the Agreement with Tenant Documentation
as required prospective tenants qualifying population status by the HOME -ARP guidance
as described in Exhibit "M". After admission the qualified population tenant retains
eligibility irrespective of changes in income or whether the household continues to meet
the definition of a Qualifying Population.
4.9.1 Tenant Selection of Qualifying Populations: In accordance with the HOME -
ARP guidance, Project and Property Operator will identify tenants for the
Project as described in this section.
4.9.2 Preference for Elderly Homeless: Project will implement a preference for
Elderly Homeless tenants for all HOME -ARP Assisted Units. Property
Operator will ensure that full Tenant Documentation of Elderly Homeless status
or any other qualifying status is maintained in tenant files.
4.9.3 Subject to Lender prior written approval by the City of Miami's Director of the
Department of Housing and Community Development, up to thirty (30%) of
HOME -ARP Assisted Units maybe leased to Low -Income Households. Project
Sponsor may request authorization to lease up to thirty (30%) of HOME -ARP
Assisted Units to Low -Income households only if one or more of the following
circumstances occur:
4.9.3.1 Annual review of Project financial condition indicates
significant change to operating, maintenance or replacement costs
4.9.3.2 Project has been unable to retain tenant -based or sponsor
based rental assistance voucher for all HOME -ARP Assisted units,
due to reductions in funding or non -renewal in funding for such
vouchers.
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4.9.3.3 Continuum of Care ("CoC") coordinated entry systems does
not refer sufficient Qualifying Populations eligible tenants to the
project, such that 2 or more units have remained vacant for more
than sixty (60) days with no coordinated entry referrals for such
units.
4.9.4 If the lease of HOME -ARP Assisted Units to Low -Income Households is
authorized in accordance with the terms set forth in Section 4.9.3, then the
Project Sponsor must use a Project -specific waitlist to select households to
occupy any units restricted for occupancy by Low -Income Households in
accordance with the tenant selection requirements of 24 CFR 92.253(d).
4.10 Tenant Selection: To achieve initial lease -up and throughout the Affordability Period,
Project will use the CoC entry system as its primary source of tenant referrals.
4.11 Miami -Dade CoC Coordinated Entry Process: Referrals to permanent supportive housing
must follow the CoC's coordinated entry process covering all four Qualifying Populations.
These Qualifying Populations include the following: People who are literally homeless;
people at risk of homelessness whose housing crisis cannot be resolved by rent in arrears
or relocation assistance; people fleeing or attempting to flee domestic violence, dating
violence, sexual assault, stalking or human trafficking; and families requiring housing
assistance to address homelessness. The CoC coordinated entry process for Miami -Dade
considers data elements collected in the Homeless Management Intake System ("HMIS")
to rank referrals, with those who are most likely to need permanent supportive housing to
resolve their housing crisis at the top of the by name list. Homeless Prevention, Street
Outreach and Access Points serving as the CoC's first point of contact for people at risk
of, or experiencing homelessness, use the HMIS to collect Universal Data Elements
("UDE") and vulnerability screening. Domestic Violence providers using OSNIUM, the
data collection and reporting tool for sexual assault and domestic abuse support providers,
have Emergency Shelter (ES), Transitional Housing (TH) and Rapid Rehousing (RRH)
funding from the CoC, and share data with the CoC to prioritize referrals for Permanent
Supportive Housing (PSH).
Data elements utilized to rank persons include HUD HMIS UDEs and elements from the
VI-SPDAT, a vulnerability instrument that weighs the impacts of medical, mental health
and substance use related vulnerabilities. The prioritization data elements include data on
(1) other system utilization [hospital, jail, trauma resolution, foster care, crisis...], (2)
families with minor children, (3) persons fleeing Domestic Violence, (4) persons with
medical concerns affecting major organs, (5) persons who are 65 and older, (6)
unaccompanied youth, and (7) total vulnerability score. A hit on these data elements
provides a point in the ranking, someone with a six (6) will be ranked at the top of our By
Name List by the length of time they have been experiencing homelessness.
For the Project, the Project Sponsor/CoC will continue to use their coordinated entry
process including the Universal Data Elements, adjusting for age (elderly) and the
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household size, based on what the rental units will legally allow as to occupancy, and
giving a preference to individuals in the first Qualified Population.
The CoC will adopt the adjusted prioritization for the CoC-acquired site and incorporate it
into the CoC's established coordinated entry system.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
OF THE PROJECT SPONSOR
The Project Sponsor represents and warrants to the City as follows:
5.1 Organization and Existence. The Project Sponsor is a political subdivision of the
State of Florida, and has full power and authority to conduct its business as presently conducted,
to receive the HOME -ARP Funds, and to own, operate and develop the Project.
The Project shall comply with all applicable HOME -ARP Requirements, as may be
amended form time to time. The Project Sponsor 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, settlement disclosure,
schedules, and all other documents furnished to the City in accordance with the HOME -ARP
Program, this Agreement, and/or the other HOME -ARP Loan Documents, are true and correct in
all material respects as of the date of this Agreement 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. As of the date of this Agreement,
there are no conditions, circumstances, events, agreements, documents, instruments, restrictions,
actions, suits or proceedings pending or threatened against or affecting the Project Sponsor, the
Project or the Property which could adversely affect the Project Sponsor's ability to comply with
the HOME -ARP 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 HOME -ARP Loan
Documents regardless of the giving of notice or the passage of time or both. There are no
outstanding or unpaid judgments or arbitration awards against the Project Sponsor which could
adversely affect the Project Sponsor's ability to comply with the HOME -ARP Program.
5.4 Non -Default. The Project Sponsor 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 which could adversely affect the
Project Sponsor's ability to comply with the HOME -ARP Program. The execution and delivery
of this Agreement and the other HOME -ARP Documents, the consummation of the other
transactions contemplated hereby, and the ownership and development of the Project as
contemplated hereby and by the other HOME -ARP Documents: (i) to the best of the Project
Sponsor's knowledge, do not and will not conflict with or result in violation of any Legal
Page 23 of 45
Requirement or in the breach or default under any indenture, contract, agreement or other
instrument to which the Project Sponsor 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 HOME -ARP Loan
Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and
binding obligations of the Project Sponsor and will be enforceable in accordance with their
respective terms.
5.6 Marketable Title. The Project Sponsor has good and marketable title to=the
Property, subject only to: (a) the exceptions and other matters set forth in that certain Title
Insurance Commitment (Order Number ) issued by
effective as of , 2024, at :00 am/pm, as endorsed. (collectively, the "Title
Commitment and Exceptions"); and (b) from time to time, the granting of utility and similar
easements on a non -material portion of the Property to utility and similar service providers for the
installation and maintenance of utility and similar service equipment and components.
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 Project Sponsor is aware which exists (or which
the Project Sponsor has reason to believe may exist) with respect to the Project other than set forth
in the Title Commitment and Exceptions.
5.9 Scope of Work. The Scope of Work is complete in all respects, and contains all
details requisite for the Project which, when built and equipped in accordance therewith, shall be
ready for the intended use and occupancy thereof.
5.10 Leases. There are no leases, tenancies, licenses or agreements for use of any part
of the Property other than as specifically disclosed to and approved in writing 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 HOME -ARP Assisted Unit each which may be entered into from time
to time.
5.11 Pending Assessments. The Project Sponsor 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.
Page 24 of 45
5.12 Waste. The Project Sponsor shall not commit or suffer waste or negligence on the
Project.
5.13 Fraud. No fraud by the Project Sponsor has occurred in the qualification of the
Project, the Project Sponsor and/or the Property under the HOME -ARP Program, the negotiation
of this Agreement and the other HOME -ARP Documents, nor in the transactions contemplated
hereby.
5.14 No Casualty. No part of the Property and/or the Project has been damaged or has
been subjected to condemnation or other proceedings, and, to the best of the Project Sponsor's
knowledge and belief, no such proceedings have been threatened.
5.15 No Changes. There have been no material adverse changes in projected costs and
expenses of or from the Project or in the occupancy of the Property or any other features of the
transactions contemplated hereby as submitted to the City.
5.16 Compliance with Laws and Regulations. The Project Sponsor will comply at all
times with all Legal Requirements. The Project Sponsor will comply at all times with the HOME -
ARP Requirements affecting the ownership, use, construction, lease and operation of the Project.
5.17. Other Project Financing. The Project Sponsor has not applied for nor received, and
does not otherwise have available, in connection with the Project any other senior
financing/funding, except for those funds, loans and/or loan commitment previously identified in
writing to, and approved by, the City as set forth on the attached Schedule A the ("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 Project Sponsor's acceptance of the HOME -ARP Funds hereunder
by the Project Sponsor shall be deemed to be a reaffirmation of each of the representations and
warranties given in this Agreement.
ARTICLE VI
PROJECT SPONSOR'S AND OWNER'S OBLIGATIONS
6.1 Scope of Work. The Project Sponsor shall perform the Scope of Work as set forth
herein and on Exhibit "B" attached hereto.
Project Sponsor shall: (a) meet all of its obligations hereunder and under all of the
HOME -ARP Loan Documents executed in connection herewith, (b) commence construction
within six (6) months from the Effective Date of the contract, (c) within twelve (12) months after
the issuance of the certificates of occupancy for the Project, but in no event later than thirty-six
(36) months from the Effective Date, rent all fifty-seven (57) HOME -ARP Assisted Units
Qualified Populations, Low -Income Households in accordance with the requirements of this
Agreement, (d) throughout the Affordability Period, rent the HOME -ARP Assisted Units to
Qualified Populations and Low -Income Households in accordance with the requirements of this
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Agreement, the Rent Regulatory Agreement, and the other HOME -ARP Loan Documents; and
(f) throughout the Affordability Period, comply with all applicable HOME -ARP Requirements
and all applicable requirements hereof and in the other HOME -ARP Loan Documents with regard
to the HOME -ARP Assisted Units.
The tenant's portion of rents charged for HOME -ARP Assisted Units shall be limited
as set forth in the Rent Regulatory Agreement executed in connection herewith.
6.2 Reporting Obligations. The Project Sponsor shall submit to the City all reports as
described in Section 4.6 hereof, and all other reports that the City may reasonably require, in such
form, manner, and frequency as the City may reasonably require to monitor the progress of the
Project and the Project Sponsor's performance and compliance with this Agreement and all Legal
Requirements.
6.3 Retention of Records. The Project Sponsor shall retain all Contract Records as well
as all tenant documentation for five (5) years after the expiration of the Affordability Period
(hereinafter referred to as the "Retention Period") subject to the limitations set forth below:
(a) If the City or the Project Sponsor 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 Project Sponsor 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 required Retention Period.
(c) The Project Sponsor shall notify the City in writing, both during the
pendency of this Agreement and after its expiration or termination, as part
of the final closeout procedure, of the address where all Contract Records
will be retained.
(d) All books of account and supporting documentation shall be kept by the
Project Sponsor at least until the expiration of the Retention Period. The
Project Sponsor shall maintain records sufficient to meet the requirements
of HOME -ARP. All records and reports required herein shall be retained
and made accessible as provided hereunder.
6.4 Provision of Records. All of the Contract Records are subject to the provisions of
Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law". The Project
Sponsor 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 Project Sponsor 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
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of royalty -free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use,
and to authorize others to use, the Contract Records for public purposes. Should Project
Sponsor determine to dispute any public access provision required by Florida Statutes, then
Project Sponsor shall do so at its own expense and at no cost to the City.
IF PROJECT SPONSOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO PROJECT SPONSOR'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
("DEPARTMENT") CUSTODIAN OF RECORDS AT 2ND FLOOR, 14 NORTHEAST 1ST
AVENUE, MIAMI, FLORIDA 33132.
If the Project Sponsor 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 Project Sponsor 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. Except for encumbering the Property as required to obtain the
permitted financing as set forth in Section 5.17 of this Agreement and Schedule A attached, and
the recording of customary utility and cable easements relating to the normal operation of the
Property the Project Sponsor shall obtain the City's prior written approval prior to undertaking any
of the following with respect to the Project and/or the Property:
(a) the sale, assignment, pledge, transfer, hypothecation or other encumbrance
or disposition of any proprietary or beneficial interest in the Project, the
Property, or the Project Sponsor's estate in the Property, which shall require
the prior approval of the City's HCLC or the City Commission, as
appropriate.
(b)
Except in the case of repair or replacement caused by normal wear and tear,
and otherwise due to casualty or condemnation in accordance with the terms
of this Agreement, the disposition of any real property or any expendable
personal property or non -expendable personal property as defined in
Paragraph 4.3.1.
(c) Omitted.
(d) The disposal of any Contract Records during the Retention Period.
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6.5.1 Project Sponsor shall provide notice to the Director of Housing and Community
Development of the City of Miami of any proposed Solicitation Notice, Invitation for Bids
or Request for Proposals.
6.5.2 Director 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 Project Sponsor shall permit the City and other persons duly
authorized by the City to inspect all Contract Records, facilities, goods, and activities of the Project
Sponsor 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 Project
Sponsor. Following such inspection or interviews, the City will deliver to the Project Sponsor a
report of its findings The Project Sponsor 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 Project Sponsor's justification is acceptable. At the request of the City, the Subrecipient
shall transmit, within thirty (30) days, to the City written statements of the Subrecipient's official
policies on specified issues relating to the Subrecipient's activities. The City will carry out
monitoring and evaluation activities, including visits and observations by City staff. The
Subrecipient shall ensure the cooperation of its employees in such efforts. Any inconsistent,
incomplete, or inadequate information, either received by the City or obtained through monitoring
and evaluation by the City, shall constitute an Event of Default under this Agreement.
6.7 Conflict of Interest.
A. The Project Sponsor 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 with the HOME -ARP Program conflict of interest rules, all as amended, and agrees
that it will fully comply in all respects with the terms thereof and any future amendments.
B. The Project Sponsor 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 Project Sponsor 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 Project Sponsor, its employees or associated persons or entities must
be disclosed to the City.
C. The Project Sponsor shall disclose any possible conflicts of interest or apparent
improprieties of any party hereto under or in connection with the Legal Requirements, including
the standards for procurement.
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D. The Project Sponsor shall make any such disclosure to the City in writing and
immediately upon the Project Sponsor's discovery of such possible conflict. The City's
determination regarding the possible conflict of interest shall be binding on all parties.
E. No employee, agent, consultant, elected official or appointed official of the City,
exercising any functions or responsibilities in connection with the City's HOME -ARP Program or
this Agreement, or who is in a position to participate in the decision -making process or gain inside
information regarding HOME -ARP assisted activities, has or will have any personal financial
interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Project
Sponsor, 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 Project Sponsor 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
Project Sponsor and a for -profit or nonprofit subsidiary or affiliate organization, an organization
with an overlapping board of directors, and an organization for which the Project Sponsor is
responsible for appointing memberships. The Project Sponsor 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 Project Sponsor shall ensure that all publicity
and advertisements prepared and released by the Project Sponsor, 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 Procurement. The Project Sponsor shall, to the extent permitted by law, make a
positive effort to procure supplies, equipment, construction, or services to fulfill this Agreement
from minority and women owned businesses, and to provide these sources the maximum feasible
opportunity to compete for contracts with subcontractors or general contractors to be performed
pursuant to this Agreement. To the maximum extent feasible, these businesses shall be located in
or owned by residents of the community development areas designated by the City.
6.11 Additional Funding. The Project Sponsor shall not procure any financing in
connection with the Project or the Property without the prior written consent of the City, which
City shall not unreasonably withheld, or delayed, other than those financings disclosed to the City
in writing as of the date hereof, which, for avoidance of doubt, are provided for in Section 5.17 of
this Agreement.
6.12 Reversion of Assets. The Project Sponsor shall return to the City upon the
expiration or termination of this Agreement any HOME -ARP Funds on hand, any funds or
accounts receivable attributable to the HOME -ARP Funds, and any overpayments due to unearned
funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Project
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Sponsor by the City. Any funds not earned by the Project Sponsor prior to the expiration or
termination of this Agreement, as described and provided for in OMB Circular No. A-122, shall
be retained by the City.
6.13 Repayment of Funds Procedures. If, after notice and the expiration of any
applicable cure period, for any reason during the Affordability Period any HOME -ARP Assisted
Unit fails to comply with the Affordability requirements hereof and pursuant to 31 CFR Part 35,
the Project Sponsor shall repay to the City all funds received by the Project Sponsor pursuant to
this Agreement, and interest thereon as provided in the HOME -ARP Note.
6.14 Affirmative Marketing. The Project Sponsor shall comply with the affirmative
marketing requirements and procedures provided on Exhibit "E" attached hereto and made a part
hereof. Project Sponsor shall comply with the requirements of the affordable housing notice to
City Officials in City of Miami Ordinance #13491.
6.15 OMITTED
6.16 Signage, Acknowledgement, Publicity. During the Term of this Agreement, the
Project Sponsor 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 all documents, literature, pamphlets, advertisements, and signage,
permanent or otherwise in accordance with Section 6.9 hereof. All such acknowledgments shall
be in a form acceptable to the City, as provided on Exhibit "I" attached hereto and made a part
hereof.
All publicity and advertisements prepared and released by the Project Sponsor related to
the Project, 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.
6.17 Omitted.
6.18 Affirmative Action. The Project Sponsor shall not discriminate on the basis of race,
color, national origin, sex, religion, age, sexual orientation, marital or family status or
handicap/disability in connection with its performance under this Agreement or in connection with
the occupancy of any HOME -ARP Assisted Unit. Age discrimination and discrimination against
minor dependents are also not permitted.
6.19 Previously Funded City Projects. The Project Sponsor shall comply with: (1) all
applicable reporting requirements relating to previously funded City projects which are under
construction or in the Affordability Period, including OMB A-133, and (2) all applicable insurance
requirements relating to such projects.
6.20 Compliance with Safety Precautions. The Project Sponsor shall allow City
inspectors, agents or representatives the ability to monitor its compliance with safety precautions
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
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laws, rules, regulations and ordinances. The Project Sponsor shall have no recourse against the
City, its agents, or representatives for the occurrence, non-occurrence or result of such
inspection(s), and shall obtain the affirmative acknowledgment of the Project Sponsor, for the
benefit of the City, that the Project Sponsor 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 the first draw request to the City, the Project
Sponsor shall contact the City's Risk Management Depai tnuent Safety Unit in writing to coordinate
such inspection(s).
The Project Sponsor 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. Additionally, the Project
Sponsor shall take affirmative steps to ensure nondiscrimination in the employment of disabled
persons.
6.21 OMITTED
6.22 Insurance Proceeds. Notwithstanding anything to the contrary contained herein or
in the other HOME -ARP Loan Documents, and subject to the terms of the Subordination
Agreement, the Project Sponsor may make insurance proceeds available for the restoration and
repair of the Property and the Project if all of the following conditions are met: (i) the Project
Sponsor is not in breach or default of any provision of the Mortgage or any other loan document
between the Project Sponsor and Lender; (ii) the Project Sponsor determines that there will be
sufficient funds, through insurance proceeds and contributions by the Project Sponsor, 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 Project Sponsor 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 Project Sponsor has
received the City's written concurrence with such determination.
6.23 Condemnation Proceeds. Notwithstanding anything to the contrary contained
herein or in the other HOME -ARP Loan Documents, and subject to the terms of the Subordination
Agreement, the Project Sponsor 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 Project
Sponsor is not in breach or default of any provision of the Mortgage or any other HOME -ARP
Loan Document; (ii) the Project Sponsor determines that there will be sufficient funds, through
condemnation proceeds and contributions by the Project Sponsor, 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
Page 31 of 45
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 Project Sponsor determines that the
rental income of the Project, after restoration and repair of the Property and the Project to a
condition as close as reasonably possible to what previously existed, due consideration given to
the portion of the Property and the Project taken, will be sufficient to meet all operating costs and
other expenses, payments for reserves and loan repayment obligations relating to the Project, and
(iv) the Project Sponsor has received the City's written concurrence with such determination.
6.24 Compliance with the HOME -ARP Guidance. Project Sponsor will ensure that the
property manager complies with the HOME -ARP guidance, the HOME requirements, including
but not limited to, adding a provisions in its property management agreement that the property
manager will follow the HOME -ARP requirements outlined in Exhibit "L" and attaching it as an
exhibit to its property management agreement.
ARTICLE VII
DEFAULT
7.1 The happening of any one or more of the following events continuing beyond any
applicable notice and cure period shall constitute an Event of Default:
(a) Failure of any of the HOME -ARP Assisted Units to remain Affordable at
any time during the Affordability Period.
(b) If any term, condition or representation contained in this Agreement or any
of the other HOME -ARP Loan Documents is materially untrue,
substantially inaccurate or incomplete when made, or, if there is a material
misrepresentation of fact or fraud contained in any document(s) submitted
in support of this Agreement.
(c)
The substantial discontinuance of the construction of the Project for a period
of fourteen (14) days which discontinuance is, in the sole determination of
the City, without satisfactory cause.
(d) Except as set forth in each of Sections 5.6, 5.17, and 6.5 of this Agreement,
the sale, assignment, pledge, transfer, hypothecation or other encumbrance
or disposition (except due to repair or replacement for normal wear and tear,
and as a result of casualty or condemnation in accordance with this
Agreement) of any proprietary or beneficial interest in the Project Sponsor's
estate in the Property, or any change in ownership control of the Project
Sponsor, without the prior approval of the City's HCLC or the City
Commission, as appropriate.
(e) In the event that the City reasonably determines that the Project is not being
rehabilitated in a good and workmanlike manner in accordance with the
Scope of Work or that the Project Sponsor is failing to comply promptly
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(g)
with any requirement or notice of violation of law issued by or filed by the
City or any depth latent of any governmental authority having jurisdiction
over the Project Sponsor or the Property.
Failure by the Project Sponsor to comply with any material term, provision,
obligation, or covenant of this Agreement or any of the HOME -ARP Loan
Documents, or the occurrence of an event of default under any of the other
HOME -ARP Loan Documents after notice and reasonable opportunity to
cure.
Any change in zoning requirements or zoning classification of the Property
initiated by the Project Sponsor, which in the City's sole discretion would
materially interfere with the completion of construction of the Project or the
ultimate operation of the Project as contemplated herein.
(h) In the event that the City reasonably determines 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 Project Sponsor to the City, direct
or contingent, whether now or hereafter due, existing, created or arising.
(i) Project Sponsor declares bankruptcy and/or becomes insolvent, which shall
result in immediate acceleration of the Loan's repayment in full.
(j) The City and Project Sponsor acknowledge that a senior mortgage default,
which constitutes a "Event of Default" under such senior mortgage unless
waived by the senior lender, constitutes 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.
(k) Project Sponsor fails to comply with Section 6.1 or 2.3(A) of this
Agreement.
(1) Failure of Project Sponsor to provide to City the following documents no
later than thirty (30) business days after City requests said documents in
writing:
(i) List of Contractors and General Contractors Subcontractors. A list of all
of the Project Sponsor's subcontractors and general contractors as of the
date of execution of this Agreement, and copies of all contracts in excess of
$100,000 for the performance of services or the supply of materials in
connection with the Project to be funded pursuant to this Agreement,
(iii) The evaluation of the Project's costs as prepared by an independent
engineer/general contractor, engaged by the Project Sponsor, that supports
the total projected construction costs of the Project.
(iv) Historic Preservation Review. N/A
(v) Audit Report. The Project Sponsor shall submit to the City audit
reports as are required herein.
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(vi) Personnel Policies and Administrative Procedure Manuals. The
Homeless Trust and/or Project Operator shall submit detailed documents
describing the Operator's property management, client
management/documentation, and Project operations policies and
procedures, etc. Such information shall be submitted to the City within
thirty (30) days of the execution of this Agreement and prior to the
disbursement of any funds hereunder.
(vii) Certificate Regarding Lobbying. Such Certificate Regarding
Lobbying as may be requested by the City.
(viii) Certificate Regarding Debarment, Suspension, and Other
Responsibility Matters. Such Certificate Regarding Debarment,
Suspension and Other Responsibility Matters as may be requested by the
City.
(ix) Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as
may be required by the City.
(x) Tenant Documentation. Such Tenant Documentation as may be
required by the City.
(m) The HOME -ARP Assisted Units must be occupied by HOME -ARP
Households throughout the Affordability Period as required by the HOME
regulations and the HOME -ARP guidance. Project Sponsor must notify
Lender in writing within 30 days of either of the following occurrences: (i)
a HOME -ARP Unit is occupied by a tenant who is not a HOME -ARP
Eligible Household, or (ii) a HOME -ARP Assisted Unit remains vacant
for more than 90 days. In the event that a HOME -ARP Assisted Unit is
occupied by a tenant who is not a HOME -ARP Eligible Household,
Project Sponsor shall have 45 days to determine if another tenant qualifies
as a HOME -ARP Eligible Household or fill an empty unit with a HOME -
ARP Eligible Household.
(n) Notwithstanding anything to the contrary, in the event that Project
Sponsor fails to timely deliver, to City, the required audited financial
statement(s), then City, in its sole and absolute discretion, may deem such
a failure to be a material breach of this Agreement. In such an event, City
will notify Project Sponsor by a written communication.
(o) In the event that Project Sponsor fails. to timely deliver, to City, the
Affordability Report, as described herein.
ARTICLE VIII
REMEDIES
8.1 Upon the occurrence of any Event of Default, which continues beyond any
applicable notice and cure period, the City shall have the absolute right to refuse to disburse any
undisbursed portion of the Loan.
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The City shall provide written notice of the occurrence of an Event of Default to the Project
Sponsor, after which the Project Sponsor shall have thirty (30) days to cure said default (except
for the events described in Section 7.1 (b) and (d), above for which the aforementioned cure period
shall not apply). Said notice shall be delivered by certified mail, return receipt requested, or by in
person delivery with proof of delivery.
In the event a default which is permitted to be cured cannot practicably be cured within
thirty (30) days, the Project Sponsor shall have such additional time as may be required to effect a
cure, so long as (a) the cure is commenced within thirty (30) days and is diligently prosecuted and
(b) the lack of a cure during such continuing cure period has no material adverse effect on the
Project.
If an Event of Default shall continue uncured for a period of thirty (30) consecutive days
following written notice thereof to the Project Sponsor (except for the events described in Section
7.1 (b), (d) above for which the aforementioned cure period shall not apply and except for cures
which are continuing as provided in the preceding paragraph), and subject to the provisions of the
last paragraph of this Section, the 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) Recapture of HOME -ARP Funds. Demand that the Project Sponsor
reimburse the City for the HOME -ARP Funds disbursed to the Project
Sponsor pursuant to this Agreement. The Project Sponsor shall reimburse
City in the amount of the HOME -ARP Funds disbursed to the Project
Sponsor pursuant to this Agreement, subject to any limitations contained in
the HOME -ARP Note and/or Mortgage concerning Borrower's or Project
Sponsor's liability for amounts due under the HOME -ARP Loan
Documents.
a. If the Event of Default occurs within the first 10 years of the
Affordability Period, the Project Sponsor must repay the entire
amount of HOME -ARP funds invested in the Project.
b. If the Event of Default occurs in years 11 through 15, the
repayment amount will be reduced by 20 percent for each year
beyond the initial 10-years during which time the project was
compliant.
Repayment of the HOME -ARP funds is not required if the Project Sponsor
sells or transfers, either voluntarily or involuntarily, the HOME -ARP
project during the Affordability Period if (1) the HOME -ARP restrictions
remain, (2) the project and new project owner continues to comply with all
HOME -ARP requirements, and (3) any HOME -ARP funds remaining in a
project's operating cost assistance reserve or reserve for replacement
remain with the project and convey upon sale or transfer of the project as a
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restricted operating cost assistance reserve or reserve for replacement
subject to HOME -ARP Notice requirements.
(c) 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 teens of this Loan Agreement.
(d) 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
HOME -ARP Documents.
It is understood and agreed that the occurrence of an event of default under Section 7.1 (b)
or (d) shall immediately entitle the City to exercise any of the above described remedies without
the need to give the Project Sponsor 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 Project Sponsor or a material man, laborer,
subcontractor, general contractor, or supplier, shall have any interest in the HOME -ARP 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 Project Sponsor 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 Project Sponsor, Project developer, managing member(s) of the Project
Sponsor, 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
9.1 Subject to the Limitations of Section 768.28, the Project Sponsor shall indemnify, hold
harmless, and defend the City, its officers, agents, directors, and/or employees, from liabilities,
damages, claims, suits, losses, judgments, and costs, Project Sponsor shall, further, hold the City,
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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. 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 Project Sponsor shall, upon written notice from the City, resist and defend such action or
proceeding by counsel satisfactory to the City. The Project Sponsor expressly understands and
agrees that any insurance protection required by this Agreement or otherwise provided by the
Project Sponsor 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
Project Sponsor shall further require its contractors and subcontractors 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 Project Sponsor 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 Project Sponsor,
or persons employed or utilized by Project Sponsor.
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 Project Sponsor shall require all general and sub -contractor agreements, if applicable,
to include a provision that they will indemnify the City.
The Project Sponsor 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 Project Sponsor
in which the City participated either through review or concurrence of the Project Sponsor's
actions. In reviewing, approving or rejecting any submissions by the Project Sponsor or other acts
of the Project Sponsor, the City in no way assumes or shares any responsibility or liability of the
Project Sponsor or Sub -contractor under this Agreement.
ARTICLE X
TERMINATION
The Project Sponsor acknowledges that this Agreement may be terminated if the Project
Sponsor materially fails 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
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 Project Sponsor.
Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery
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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 the Project Sponsor
is not making (or causing to be made) sufficient progress with regard to the construction of the
HOME -ARP Assisted Units (thereby endangering its ultimate performance under this Agreement)
or is not complying with any term or provision of this Agreement, following the giving of notice
and the expiration of the applicable cure periods.
The City may terminate this Agreement, in whole or in part, in the event that the City
reasonably determines 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 Project Sponsor 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 Project Sponsor's breach is waived by the City in writing, the City may, by written
notice to the Project Sponsor, 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, and after all applicable notice and cure periods,
suspend the Project Sponsor's authority to obligate funds under this Agreement or withhold
payments to the Project Sponsor, pending necessary corrective action by the Project Sponsor, and
may include:
(a) Ineffective or improper use of the HOME -ARP Funds by the Project
Sponsor;
(b)
Failure of the Project Sponsor to comply with any term or provision of this
Agreement;
(c) Failure of the Project Sponsor to submit any documents required by this
Agreement; or
(d) The Project Sponsor's submittal of incorrect or incomplete documents.
Page 38 of 45
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 Project Sponsor 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 HOME -ARP
Program, the City may utilize any enforcement measures it deems necessary.
12.2 Renegotiation or Modification. Modification of provisions of this Agreement shall
be valid only when in writing and signed by the Parties. 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.
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 Project Sponsor shall be in
writing. A waiver shall not be construed to be a modification of this Agreement.
12.4 Budget and HOME -ARP 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 HOME -ARP Loan to be
granted hereunder is changed, or unless otherwise required by the City.
A revision to the HOME -ARP eligibility activity titles under which this Agreement's
objectives are classified shall not require an amendment hereto.
12.5 Disputes. In the event an unresolved dispute exists between the Project Sponsor
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 (the "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 Project Sponsor. 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 Project
Sponsor agrees that the City Manager's determination shall be final and binding on all parties,
subject only to judicial review.
Page 39 of 45
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:
City of Miami
Department of Housing and
Community Development
One Flagler Building
14 Northeast 1st Avenue, Second Floor
Miami, Florida 33132
Attn: Victor Turner, Director
With Copy To: George K. Wysong III
City Attorney
City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130-1910
To Project Sponsor: Miami -Dade County
111 Northwest 1st Street
Miami, FL 33128
Attention:
With Copy to: Miami -Dade County
111 Northwest 1st Street
Miami, FL 33128
Attention: Homeless Trust
Victoria Mallette
With Copy to: Miami -Dade County Attorney's Office
111 Northwest 1st Street
Miami, FL 33128
Attention: Shannon D. Summerset-Williams
Assistant County Attorney
Page 40 of 45
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 to
be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent
with the law or regulation. However, the obligations under this Agreement, as modified, shall
continue and all other provisions of this Agreement shall remain in full force and effect.
12.10 Entire Agreement. This Agreement and its Exhibits and Schedules described as
follows contain all the terms and conditions of the Agreement between the parties:
Exhibit "A"
Exhibit "B"
Exhibit "C"
Exhibit "D"
Exhibit "E"
Exhibit "F"
Exhibit "G"
Exhibit "H"
Exhibit "I"
Exhibit "J"
Exhibit "K"
Exhibit "L"
Exhibit "M"
Schedule A
Legal Description
Scope of Work /Project Schedule
Budget
Form of Disbursement Agreement
Affirmative Marketing Procedures and Responsibilities
Form of Mortgage and Security Agreement
Form of Declaration of Restrictive Covenants
Form of Rent Regulatory Agreement
Signage Requirements
Additional Insurance Requirements
Anti -Human Trafficking Affidavit
HOME -ARP Guidelines
HOME -ARP Qualifying Populations Documentation Requirements
Permitted Senior Financing
12.11 WAIVER OF JURY TRIAL. NEITHER THE PROJECT SPONSOR NOR ITS
SUBCONTRACTOR(S), NOR ANY OTHER PERSON LIABLE FOR THE
RESPONSIBILITIES, OBLIGATIONS, SERVICES AND REPRESENTATIONS HEREIN,
NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF THE
PROJECT SPONSOR, THE PROJECT'S GENERAL CONTRACTORS AND
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 PROJECT SPONSOR NOR THE PROJECT' S
GENERAL CONTRACTORS AND 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, 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
Page 41 of 45
OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY
ENFORCED IN ALL INSTANCES.
12.12 HCLC Award Memoranda. The award memoranda and decisions of the HCLC
dated November 15, 2024 ("Award Memoranda") are hereby incorporated by reference. To the
extent of any conflict between the Award Memoranda and the HOME -ARP Loan Documents and
when interpreting the intent of the HOME -ARP Loan Documents, whichever provision is strictest
will control.
12.13 Governing Law and Venue. This Agreement shall be construed and enforced
pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of
laws and comity. Any action pursuant to a dispute under this Agreement must be brought
in Miami -Dade County and no other venue. All meetings to resolve said dispute,
including voluntary arbitration, mediation, or other alternative dispute resolution
mechanism, will take place in this venue. The parties both waive any defense that venue
in Miami -Dade County is not convenient.
12.14 Change of Circumstance. Notwithstanding anything to the contrary contained
herein, in the event that the federal rules, regulations, protocols, laws, and/or guidance regarding
HOME -ARP (collectively, "Protocols") change from the current Protocols, the City may take
any of the following actions in its sole and absolute discretion, and Project Sponsor hereby
accepts whichever action, if any, the City decides to take: (a) require an amendment to the
applicable Loan Documents to conform to the amended Protocols, or (b) waive in writing where
possible applicable changes derived from the Protocols.
In the avoidance of doubt, in the event that the City decides to pursue Section 12.14(a),
the Covenant and Rent Regulatory Agreement shall continue to encumber the Property for entire
Affordability Period.
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 Project Sponsor is unable to
secure the requisite funding to cover the additional expense within 60 days before the Project's
construction commences, then the City is permitted to recommend to HCLC that the HOME -ARP
Funds should be de -obligated for this Project.
12.16 City Resident Preference. The selection of eligible tenants to occupy the HOME -
ARP Assisted Units shall be in compliance with the requirements of the City of Miami Ordinance
#13645 regarding Resident Preference.
12.17 Costs, Including Attorney's Fees. In the event litigation, arbitration, or
mediation, between the Parties, 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 Binding Nature. The Project Sponsor's obligations pursuant to this Agreement
shall be binding upon and inure to the respective heirs, personal and legal representatives, trustees
Page 42 of 45
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 Counterparts and Electronic Signatures. This Agreement may be executed
in any number of counterparts, each of which so executed shall be deemed to be an
original, and such counterparts shall together constitute but one and the same Agreement.
The parties shall be entitled to sign and transmit an electronic signature of this Agreement
(whether by facsimile, PDF or other email transmission), which signature shall be binding
on the party whose name is contained therein. Any party providing an electronic signature
agrees to promptly execute and deliver to the other parties an original signed Agreement
upon request.
12.20 The Parties agree that the Loan will be non recourse except that the exceptions to
non -recourse liability applicable to any Permitted Senior Financing shall also apply to this Loan.
12.21 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.
[Signature Pages to Follow]
Page 43 of 45
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
undersigned officials as duly authorized.
PROJECT SPONSOR:
MIAMI-DADE COUNTY, a political
subdivision of the st Ie of Florida
By:
Prin
Titl
WITNESSES
L k,ttfax uto i
Print Name:
Ma(k, Los a
Print Name: 1%ts�i n3 Q.i
ACKNOWLEDGMENT
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
ame: < VY) mdales
Clrie9 Ope6 ,
The foregoing instrument was acknowledged before me by means of 8'physical presence or El
online notarization, this l d y of -2024 by as of Miami -Dade
County. She/He is personally known to me or has produced as identification.
(NOTARY PUBLIC SEAL)
Signature of Person Taking
Acknowledgment
(Printed, Typed, or Stamped Name of Notary
Public)
Serial Number, if any
RONALD LEE BOOK
,1, Naar; Rubdc - State or f..arida
1. Qj Commissicn * Hh 2417n
`oc My Comm. Expires Mar 17, 2926
?cneec :arcagn Narcrai Naar? Assn.
Page 44 of)k,
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
undersigned officials as duly authorized.
ATTEST:
Hanno
Date:
APPROVED
REQUIRE
FBy:
Ann- arie Sh
Director of Ri anagement
NCE
APPROVED AS TO
DEPARTMENTAL REQUIREMENTS:
By:
Victor Turner
Director of the Department of Housing and
Community Development
CITY:
CITY OF MIAMI, a municipal corporation of the
State of Florida
1A hur Noriega V, City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
y:
George K. Wysong III rGZ
City Attorney RAP At Z _3"0
Page 45 of 45
EXHIBIT "A"
LEGAL DESCRIPTION OF THE PROPERTY
FOLIO NO.: 36-6007-027-0010
Tract A, BUDGETEL AT CARIBBEAN, according to the Plat thereof, recorded in Plat
Book 146, Page 20, in the Public Records of Miami -Dade County, Florida.
ALSO KNOWN AS:
Commence at the Southeast corner of the North 1/4 of the North 1/2 of the Northeast 1/4 of the
1/4 Northeast of said Section 7: thence South 89 degrees 56 minutes 28 seconds West along the
South line of the North 1/2 of the 1/2 of the Northeast 1/4 of the Northeast 1/4 of said Section 7
for 549.02 feet; thence South 42 degrees 23 minutes 50 seconds West for 61.59 feet to the Point
of Beginning of the parcel of land hereinafter described; thence South 15 degrees 22 minutes 51
seconds= for 104.47 feet; thence South 9 degrees 16 minutes 50 seconds= for 199.35 feet (said
last mentioned two courses being coincident with the Westerly Right -of Way lien of the
Homestead Extension of Florida's Turnpike State Road No. 821, as shown on Sheet R-6 of the
Right -of -Way Map thereof, prepared for Section 87005, Contract 2502, last revised 4-19-71);
thence South 80 degrees 43 minutes 10 seconds West at right angles to the last described course
for 143.70 feet; thence South 9 degrees 16 minutes 50 seconds = for 195.29 feet (said last
mentioned two courses being coincident with the Northerly and Westerly line of "HOLIDAY
INN AT CARIBBEAN", as recorded Plat Book 107, at Page 98 of the Public Records of Miami -
Dade County, Florida); thence North 47 degrees 37 minutes 17 seconds West for 148.87 feet;
thence South 42 degrees 23 minutes 50 seconds West for 150 feet to a point on the Northerly
Right -of Way line of Caribbean Boulevard; thence North 47 degrees. 37 minutes 17 seconds
West along said Northerly Right -of -Way line of Caribbean Boulevard for 100 feet; thence North
42 degrees 23 minutes 50 seconds East for 167.45 feet more or less to the Southeasterly
prolongation of an existing one-story CBS building wall; thence Northwesterly along the
Northwesterly face of the afore -described one-story CBS building (and the Northeasterly and
Southeasterly prolongation) for 60 feet more or less; thence North 42 degrees 23 minutes 50
seconds= for 395.65 feet to the Point of Beginning, all lying and being in Miami -Dade County,
Florida.
EXHIBIT "B"
SCOPE OF WORK /PROJECT SCHEDULE
EXHIBIT "C"
BUDGET
EXHIBIT "D"
FORM OF DISBURSEMENT AGREEMENT
EXHIBIT "E"
AFFIRMATIVE MARKETING PROCEDURES AND RESPONSIBILITIES
EXHIBIT "F"
FORM OF MORTGAGE
EXHIBIT "G"
FORM OF COVENANT
EXHIBIT "H"
RENT REGULATORY AGREEMENT
EXHIBIT "I"
SIGNAGE REQUIREMENTS
EXHIBIT "J"
ADDITIONAL INSURANCE REQUIREMENTS
EXHIBIT "K"
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: Title:
Signature:
Office Address:
Email Address: Main Phone Number:
SCHEDULE A
PERMITTED SENIOR FINANCING
WilligRequest
Form
(Rev. October2018)
Department of the Treasury
Internal Revenue Service
for Taxpayer
Identification Number and Certification
► Go to www.irs.gov/FormW9 for instructions and the latest information.
Give Form to the
requester. Do not
send to the IRS.
Print or type.
See Specific Instructions on page 3.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
Miami -Dade County
2 Business name/disregarded entity name, if different from above
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
following seven boxes.
4 Exemptions
certain entities,
instructions
Exempt payee
Exemption
code (if any)
(Applies to accounts
(codes apply only to
not individuals; see
on page 3):
code (if any) 3
Individual/sole proprietor or • C Corporation S Corporation Partnership Trust/estate
single -member
LLC
company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership)
the appropriate box in the line above for the tax classification of the single -member owner.
is classified as a single -member LLC that is disregarded from the owner unless the owner
is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single
from the owner should check the appropriate box for the tax classification of its owner.
Political Subdivision of the State of Florida
►
from FATCA reporting
Limited liability
Note: Check
LLC if the LLC
another LLC that
is disregarded
0 Other (see instructions)►
Do not check
of the LLC is
-member LLC that
maintained outside the U.S.)
5 Address (number, street, and apt. or suite no.) See instructions.
111 NW 1st Street, 26th Floor
Requester's name and address (optional)
6 City, state, and ZIP code
Miami, Florida 33128-1933
7 List account number(s) here (optional)
Part 1 Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid
backup withholding. For individuals, this is generally your social security number (SSN). However, for a
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later.
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and
Number To Give the Requester for guidelines on whose number to enter.
Social security number
or
Employer identification number
5
9
6
0
0
0
5
7
3
Part II
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
Sign
Here
Signature of
U.S. person Is.
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov/FormW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other
amount reportable on an information return. Examples of information
returns include, but are not limited to, the following.
• Form 1099-INT (interest earned or paid)
Date). 01/11/2024
• Form 1099-DIV (dividends, including those from stocks or mutual
funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds)
• Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest),
1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might
be subject to backup withholding. See What is backup withholding,
later.
Cat. No. 10231X
Form W-9 (Rev. 10-2018)