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HomeMy WebLinkAbout25582AGREEMENT INFORMATION AGREEMENT NUMBER 25582 NAME/TYPE OF AGREEMENT 5215 FLAGLER STREET, LLC DESCRIPTION MFB LOAN AGREEMENT/60 AFFORDABLE UNITS ALLOCATED FOR EXTREMELY LOW INCOME HOUSEHOLDS- FLAGER VILLAS/FILE ID: 16635/R-24-0373/MATTER ID: 24- 2617/#10 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 5/12/2015 DATE RECEIVED FROM ISSUING DEPT. 5/15/2025 NOTE CITY OF MIAMI DOCUMENT ROUTING FORM a.5.- - ORIGINATING DEPARTMENT: Housing and Community Development DEPT. CONTACT PERSON: Maria T Ason MATTER #25-833/#25-850 R. Pereira) NAME OF OTHER CONTRACTUAL PARTY/ENTITY: 5215 Flagler Street, LLC IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ® YES ❑ NO TOTAL CONTRACT AMOUNT: $2,100,000 FUNDING INVOLVED? ® YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT El GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT El PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT 0 LEASE AGREEMENT ❑ PURCHASE ORSALEAGREEMENT OTHER: (PLEASE SPECIFY): Execution of the GOB Loan Agreement and Memo of Ground Lease for new construction of Flagler Villas. COMMISSION APPROVAL DATE: FILE ID: ENACTMENT NO.: IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: Department of Zoning %:I..RUTINGINFORMATIO ,N........Da to PLEASE PRINT AND/SIGN/ APPROVAL BY DEPARTMENTAL DIRECTOR _ / / (( _ PRINT: Victor Turner, Tazoe, Assistant Director SIGNATURE: Direc ' r/ Roberto ^ SUBMITTED TO RISK MANAGEMENT s %a ji _ PRINT: Ann -Marie Sharpe fjP/ SIGNATURE: ' 11 Z ZC21 SUBMITTED TO CITY ATTORNEY �� '� 6-/2f ? � on I sII PRINT: George K. WySIGNA y� APPROVAL BY ASSISTANT CITY MANAGER 6-4.7 3 - PRINT: Larry Spri . SIGNATURE: . APPROVAL BY DEPUTY CITY MANAGER s-' 1 _ 2 PRINT: Natasha 1 SIGNA oleb,. ok \ i 1i. ms .' 7 k/ ,,ate RECEIVED BY CITY MANAGER q[d 4s. PRINT: Arthu oriega V SIGNATURE: 1) ONE ORIGINAL TO CITY CLERK, 2) ONE .COPY TO CITY ATTORNEY'S OFFICE, 3) REMAINING ORIGINAL(S)TO ORIGINATING DEPARTMENT PRINT: ( SIGNATURE: PRINT: SIGNATURE: PRINT: SIGNATURE: TTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER MIAMI FOREVER BOND LOAN AGREEMENT FOR 5215 FLAGLER STREET, LLC This Miami Forever Bond Construction Ready Loan Agreement (this "Loan Agreement" or "Agreement") for Flagler Villas is dated as of this day of , 2025, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City" or "Lender")'and 5215 FLAGLER STREET, LLC, a Florida limited liability company (hereinafter the "Borrower"). , FUNDING SOURCE: MIAMI FOREVER AFFORDABLE HOUSING LIMITED AD VALOREM BOND FUNDS AMOUNT: ' Two Million One Hundred Thousand and 00/100 Dollars ($2,100,000.00) RESOLUTION: The City of Miami Housing and Commercial Loan Committee approval of March 28, 2023, as amended by HCLC on September 20, 2024, and on March 26, 2025, and City of Miami Resolutions No. R- 24-0373 and R- 25-0066 PROJECT NAME: Flagler Villas PROJECT TYPE: New Construction of a 6-Story Multifamily Rental Building TERM: See Section 1.27 AFFORDABILITY PERIOD: Thirty (30) years commencing on the Closeout of the Project ASSISTED UNITS: Sixty (60) of the Affordable Units shall be GOB -Assisted Units for eligible individuals and shall be allocated for Extremely Low Income households (30% AMI) IDIS NUMBER: ORACLE NUMBER: PROPERTY ADDRESS: 5215 West Flagler Street, Miami, Florida 33134 Page 1 of 40 EXHIBITS ATTACHED HERETO AND INCORPORATED HEREIN: Exhibit A Legal Description 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 Signage Requirements Exhibit G Additional Insurance Requirements Exhibit H Anti-Human/Trafficking Affidavit Schedule A Permitted Senior Financing RECITALS WHEREAS, the Borrower is the owner of a long-term leasehold estate in the real property ("Property") described in Exhibit "A." The Borrower is constructing a new affordable housing project to be known as Flagler Villas (the "Project") that will increase the supply of Affordable rental housing units for Extremely Low income households (30% AMI), by providing additional affordable rental units. WHEREAS, on March 28, 2023, September 20, 2024, and as affirmed and modified on March 26, 2025, the City's Housing and Commercial Loan Committee ("HCLC") approved the allocation of Miami Forever Affordable Housing Limited Ad Valorem Bond ("Bond") funds in the amount of Two Million One Hundred Thousand and 00/100 Dollars ($2,100,000.00) of which up to One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) will be used for the Project's construction ready costs; and WHEREAS, on September 26, 2024, the City Commission adopted Resolution No. R-24- 0373 approving the allocation of Bond funds, in accordance with the terms and conditions of the HCLC Memo, as amended, and thereafter adopted and modified in Resolution No. R-25-0066 on February 27, 2025 to allocate an amount of Two 'Million One Hundred Thousand and 00/100 Dollars ($2,100,000.00) of which up to One Million, Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) will be allocated for the construction ready costs of the Project; and WHEREAS, the City and the Borrower intend and agree that the Bond Funds be subject to the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: ARTICLE I DEFINITIONS Page 2 of 40 The City and the Borrower hereby agree that the capitalized terms used herein shall have the meanings set forth below unless the context requires otherwise: 1.1 Affordability Period: The affordability period for this Project shall be thirty (30) years, commencing on the Close -Out of the Project. 1.2 Affordable: A project or unit that satisfies the requirements set forth in 24 CFR Part 92. 1.3 Assisted Unit(s) or Bond Assisted Unit(s) or City Assisted Units: 1.4 Bond Documents or Loan Documents: 1.5 Bond Funds, or, the Loan: 1.6 Bond Program: Of the Project's total sixty (60) units, all sixty (60) units will be Bond Assisted Units. All sixty (60) Bond Assisted Units shall be allocated for Extremely Low Income Households. The payable rents on the Bond Assisted Units are subject to the Covenant and the Rent Regulatory Agreement. Further restrictions apply to the Bond Assisted Units as provided in and this Agreement, the Covenant, the other Loan Documents and the Legal Requirements, as applicable. The Bond Assisted Units shall remain Affordable throughout the Affordability Period. This Agreement and all other documents that may now or hereafter evidence or secure the Bond Funds, together with other documents executed in connection therewith or presented by the Borrower to the City in connection therewith or herewith, including but not limited to Exhibit D, and the Note, and all amendments, extensions and renewals to any of the foregoing. The funds in the amount ,of Two Million One Hundred Thousand and 00/100 Dollars ($2,100,000.00) from the City to the Borrower for Project construction, of which One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) are allocated for Construction Ready Costs as defined herein. The program guidelines passed and adopted on March 14, 2019 by the City of Miami Commission in Resolution R-19- 0111, and any amendments thereto, and the program guidelines passed and adopted on July 25, 2019 by the City of Miami Commission in Resolution R-19-0325, and any amendments thereto. Page 3 of 40 c 1.7 Bond Requirements: 1.8 Code: 1.9 Covenant: 1.10 Close -Out of the Project or Project Completion: 1.11 Contract Records: The requirements contained in (i) City of Miami Resolution R-19-0111 adopted by the City of Miami Commission on March 14, 2019, and any and all exhibits and amendments thereto, (ii) City of Miami Resolution R-19-0062 adopted by the City of Miami Commission on February 14, 2019, and any and all exhibits and amendments thereto, and (iii) the Miami Forever Bond Validation Final Judgment that was recorded on December 27, 2019 in Official Records Book 31743 at Page 4365 of the Public Records of Miami -Dade County, Florida. The Internal Revenue Code of 1986, as amended, and any successor statute, as it applies to low income housing credit dollar amounts, together with all applicable final, temporary proposed U.S. Treasury Regulations and Revenue Rulings thereunder. A Declaration of Restrictive Covenants executed by the Borrower and to be recorded in the Public Records of Miami -Dade County, Florida to ensure that all of the Project units will qualify and remain Affordable during the Affordability Period. The date on which the Project has obtained all of the required certificate(s) of occupancy, all Bond Assisted Units have been leased to eligible tenants, and HCD has accepted the Borrower's Financial Close -Out Package. Any and all books, records, documents, information, data, papers, letters, memoranda, analyses, drawings materials, electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which are or were produced, developed, maintained, completed, received or compiled by or at the direction of the Borrower or any Project contractor or subcontractor relating to the use of the Bond Funds in carrying out the duties and obligations required by the terms of this Agreement, including, but not limited to, fmancial books and records, ledgers, drawings, maps, pamphlets, designs, electronic tapes, computer drives and diskettes or surveys. 1.12 Construction Ready Costs: One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) of the total Bond Funds that are allocated Page 4 of 40 for Construction Ready Costs eligible costs as described in Section 2.2 of the Agreement. 1.13 Effective Date: The date on which this Agreement has been signed by the City Manager and attested to by the City Clerk. 1.14 Extremely Low Income: 1.16 FHFC A person or households with income at or below thirty percent (30%) of the median income for Miami -Dade County, FL as determined by FHFC, with adjustments and certain exceptions as provided in FHFC. Florida Housing Finance Corporation 1.16 HUD: The U.S. Department of Housing and Urban Development. 1.17 Mortgage: 1.18 Legal Requirements: 1.19 Omitted 1.20 Omitted 1.21 Note: 1.22 Omitted The Leasehold Mortgage and Security Agreement executed by Borrower in favor of Lender to secure the obligations of Borrower under the Loan Documents. The Bond Requirements, the Miami \Forever Bond Validation Final Judgment that was recorded on December ,27, 2019 in Official Records Book 31743 at Page 4365 of the Public Records of Miami -Dade County, Florida, the Rules of the Florida Housing Finance Corporation, and any requirements imposed by the City and all local, state and federal requirements relating thereto and/or pertaining to the development, construction and/or operation of the Project under the Bond Program. The Promissory Note of even date herewith evidencing the Loan, executed by the Borrower in favor of the City. 1.23 Permitted Senior Financing: The loan(s) specified in Schedule A, attached hereto and incorporated herein by reference, and shall include refinancing of such senior loans, which may include advances made from time to time under the documents governing the Permitted Senior Financing. The term Permitted Senior Financing includes, without limitation, all sums advanced by the Permitted Senior Lender (as defined below) for the purposes of (1) protecting or further securing Page 5 of 40 1.24 Proiect: L 1.25 Property: 1.26 Rent Regulatory Agreement: 1.27 Term. the lien of the Permitted Senior Financing mortgage, curing defaults by Borrower under the documentsgoverningthe Permitted Senior Financing, or for any other purpose expressly permitted under such documents, or (2) constructing, renovating, repairing, furnishing, fixturing or equipping the Project. Flagler Villas is a new construction consisting of a 6-story multifamily rental building located at 5215 West Flagler Street, Miami, Florida 33134. The project will consist of a total of sixty (60) units. The project's sixty (60) units shall be Bond Assisted units that shall be occupied by eligible tenants, as described herein, and shall be comprised of sixty (60) one-bedroom/one-bathroom units for Extremely Low Income Households. All sixty (60) Project units shall be Bond Assisted units and shall be subject to the Bond Requirements and the Loan Documents throughout the Affordability Period. The real property located at 5215 West Flagler Street, Miami, FL 33134, as legally described in Exhibit "A," attached hereto and incorporated herein. A Rent Regulatory Agreement executed by the Borrower and to be recorded in the Public Records of Miami -Dade County, Florida to ensure that all of the Bond Assisted Units will qualify and remain Affordable during the Affordability Period. The period commencing on the Effective Date hereof and ending at the expiration of the Affordability Period, unless this Agreement is terminated sooner as provided for herein, ARTICLE II BOND FUNDS Upon satisfaction of all conditions set forth herein, the City shall disburse the Bond Funds to the Borrower for the purposes herein -set forth. 2.1 USE OF FUNDS. The Flagler Villas Project, consisting of sixty (60) rental units. All sixty (60) Project units will be Bond Assisted Units for Extremely Low Income Households for a period of thirty (30) years, commencing at the Close -Out of the Project. Page 6 of 40 The Bond funds shall be used for costs, as defined in Section 2.2 of this Agreement and in accordance with the Scope of Work attached hereto as Exhibit "B" and the Budget attached hereto as Exhibit "C". No portion of the Bond funds shall be used for operating expenses of the Project. 2.2 CONSTRUCTION READY COSTS. Pursuant to Resolutions No. 24-0373 and Resolution No. 25-0066, and the September 20, 2024, and the March 26, 2025 HCLC Memorandum authorizing a disbursement of funds in an amount of up to $1,500,000.00 of the $2,100,000.00 in Miami Bond funds to expedite the permit process and financing approvals for the Project. The Bond Funds to be allocated to the Project will be used for construction ready costs such as architect and engineering costs, impact and school fees, permit costs, environmental costs, utility costs, and surveys, in accordance with the construction ready costs included in the budget attached hereto as Exhibit "C". 2.3. INTENTIONALLY OMITTED. 2.4. INTENTIONALLY OMITTED. 2.5 DISBURSEMENT. The Bond 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, a copy of which is attached hereto and incorporated herein as Exhibit "D" (the "Disbursement Agreement"). 2.6 REPAYMENT OF BOND FUNDS. The principal of the Loan, as evidenced by the Note, shall bear zero percent (0%) interest from the Effective Date of this Agreement until the seventh (7th) anniversary date following the Close -Out of the Project. Beginning on the seventh (7th) anniversary date following the Close -Out of the Project, the principal of this Promissory Note shall bear interest at the rate of 0.60% per annum simple interest. Beginning on year eight (8) after the Close -Out of the Project, the Borrower shall make annual interest -only payments in accordance with the terms and conditions of the Note. A. COSTS INCURRED BY THE CITY. Notwithstanding any other provision of this Agreement, the Borrower understands and agrees that Ten Thousand Dollars ($10,000.00) of the Bond Funds awarded to the Project shall be withheld from the first disbursement and used by the City to cover costs incurred by the City in administering this Agreement and the Bond Program. Such costs may include, but are not limited to, environmental advertising costs, signage and recording fees. The $10,000.00 will be charged to the Project; any unused portion of such amount shall be automatically de -obligated and retained by the City. B. COMMITMENT FEE. Borrower agrees to pay the City a $5,000.00 commitment fee prior to the disbursement of any Bond Funds. 2.7 DISBURSEMENT OF BOND FUNDS: The City shall disburse Bond Funds upon the following: Eligible Project costs will be disbursed with the submission of the appropriate request for payment form and all relevant partial releases of lien for the previous draw down. The final disbursement request must include the final release of liens and also a certification by the general Page 7 of 40 contractor and each subcontractor that there has been no kick -back according to the form that will be provided by the City. ARTICLE III DISBURSEMENT -REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF BOND FUNDS. The City shall not be obligated to disburse the Bond Funds, in accordance with Exhibit "D," unless and until the City has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the City identifying the City's insurable interest in the Property, together with copies of all instruments which appear as exceptions therein. The title commitment and policy shall be issued without exceptions, except for those exceptions permitted by the City, and shall include such affirmative coverage as the City shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the City and the title company and containing such certifications as the City and the title company may require. 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances. 3.1.4 Corporate Documents. (a) The operating agreement, or its equivalent, as appropriate, and a good standing certificate for the Borrower certified by the appropriate governmental authority. (b) Resolutions, and incumbency certificates, or, in the case of a limited liability company, their equivalent, if applicable, certified by the manager or other authorized signer, authorizing the consummation of the transactions contemplated hereby, all satisfactory to the City. (c) Evidence satisfactory to the City that the Borrower is qualified to receive funds under the Bond Program in accordance with the Bond Requirements. 3.1.5 Insurance Policies. The Borrower shall obtain and furnish evidence of insurance coverage as the City may require in connection with the Project, which shall be subject to review and approval by the City's Depailnient of Risk Management. All such insurance shall require that the City be listed as an additional insured, with a loss payable clause in favor of the City. The Borrower shall be required to obtain and furnish evidence of any other insurance coverage the City may reasonably require during the Term of this Agreement, including, but not limited to that described on Exhibit "J" attached hereto and made a part hereof. All such policies shall provide the City with a mandatory written notice of cancellation or material change from the Page 8 of 40 l insurer not less than thirty (30) calendar days prior to any such cancellation or material change, and all such policies shall be written by insurance companies satisfactory to the City. Failure of the Borrower to submit all required evidence of the specified insurance coverage fourteen (14) calendar days prior to the start of Project shall delay the disbursement of the Bond Funds. 3.1.6 Operative Documents. This Agreement, the Note, the Mortgage, the Covenant, the Rent Regulatory Agreement, the Disbursement Agreement, and all other Loan Documents shall be duly and lawfully executed by the Borrower, as applicable, and in recordable form, where appropriate. 3.1.7 Appraisal. A current appraisal of the Property made by a member of the American Institute of Real Estate Appraisers. 3.1.8 List of Contractors and Subcontractors. A list of all of the Project contractors and subcontractors as of the date of execution of this, Agreement, and copies of all contracts in excess of $10,000 for the performance of services or the supply of materials in connection with the Project to be funded pursuant to this Agreement. 3.1.9 Compliance with Bond Requirements. All other documents required by the Bond Program evidencing compliance with Bond Requirements. 3.1.10 Historic Preservation Review. N/A. 3.1.11 Environmental Report. N/A. 3.1.12 Audit Report. The Borrower shall submit to the City audit reports as are required herein. 3.1.13 Personnel Policies and Administrative Procedure. Manuals. The Borrower shall submit detailed documents describing the Borrower's internal corporate organizational structure, property management and procurement policies and procedures, personnel management, accounting policies and procedures, etc. Such information shall be submitted to the City within thirty (30) calendar days of the execution of this Agreement and prior to the disbursement of any funds hereunder. 3.1.14 Certificate Regarding Lobbying. Such Certificate Regarding Lobbying as may be requested by the City. 3.1.15 Certificate Regarding Debarment, Suspension, and Other Responsibility Matters. Such Certificate Regarding Debarment, Suspension and Other Responsibility Matters as may be requested by the City. 3.1.16 Public Entity Crime Affidavit. Such Public Entity Crime Affidavit as may be required by the City. Page 9 of 40 3.1.17 Omitted 3.1.18 Borrower Compliance. The Borrower (or any related entity) shall be in full compliance with the requirements of other funded City projects that are either under construction or in their affordability periods, including, but not limited to, the requirements of OMB Circular No. A-133 and any other reporting and insurance requirements imposed by the City for those projects. 3.1.19 Anti -Human Trafficking Affidavit. Such Anti -Human Trafficking Affidavit as required herein, attached hereto as Exhibit "G" and made a part hereof. 3.1.20 HUD Funds Release Approval: The release of funds for hard costs shall be subject to receipt of HUD approval of the request of release of funds ("RROF") or receiving HUD environmental approval of the Congressional Project Funding. 3.1.21 Delivery of Other Documents. All other documents reasonably required by the City. 3.2. This Agreement shall be governed by the insurance requirements set forth in Exhibit "G" and any applicable provisions set forth in Article III. ARTICLE IV BOND REQUIREMENTS The Borrower shall comply with the following Bond Requirements: 4.1 GENERAL. 4.1.1 The Borrower shall maintain current documentation that its activities qualify under the Bond Requirements and the Bond Program. 4.1.2 The Borrower shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with Bond Funds is an activity which benefits persons or households whose annual income does not exceed thirty percent (30%) of the median income for the area, as determined by the FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, and with certain exceptions as provided by FHFC, for Extremely Low Income Households/persons. 4.1.3 INTENTIONALLY OMITTED 4.1.4 INTENTIONALLY OMITTED 4.1.5 The Borrower shall cooperate with the City in informing the appropriate citizen participation structures, including the appropriate area committees, of the activities of the Borrower in adhering to the provisions of this Agreement. Representatives Page 10 of 40 of the Borrower shall attend meetings of the appropriate citizen participation committees/structures upon the request of citizen participation officers or the City. 4.1.6 The Borrower shall, to the greatest extent possible, give low and moderate income residents opportunities for training and employment. 4.1.7 The Borrower shall comply with all applicable displacement and relocation requirements. 4.2 REAL PROPERTY. 4.2.1 The following restrictions shall apply to all real property acquired or improved in whole or in part with Bond Funds. The property must either be: (a) Used in compliance with at least one of the Bond Programs, used in compliance with the Covenant, and used in compliance with the Bond Requirements, or (b) If not used in accordance with paragraph (a) above, then that shall constitute an event of default and Borrower shall pay to the City an amount equal to the amount of Bond Funds disbursed at the time of default plus accrued interest. 4.2.2 The following shall be a condition precedent to the execution and delivery of this Agreement and the other Bond Documents: All real property purchased in whole or in part with funds for this and previous Agreements with the City, or transferred to the Borrower after being purchased in whole or in part with funds from the City, shall be listed in the property records of the Borrower and shall include: a legal description; size; address and location; owner's name if different from the Borrower; information on the transfer or disposition of the property; and a map indicating whether property is in parcels, lots, or blocks and showing adjacent streets and roads. The property records shall describe the programmatic purpose for which the property was acquired and identify the Bond Program activity that will be completed. If the property was improved, the records shall describe the programmatic purpose for which the improvements were made and identify the Bond Program activity that will be completed. 4.3 PERSONAL PROPERTY. Ownership of all non -expendable personal property purchased in whole or in part with Bond Funds given to the Borrower pursuant to the terms of this Agreement shall vest in the City. 4.3.1 Definitions. (a) Personal Property. Personal Property of any kind except real property: 1) Tangible. All personal property having physical existence. Page 11 of 40 2) Intangible. All personal property having no physical existence such as patents, inventions and copyrights. (b) Non -expendable -Personal Property. Tangible personal property of a non- consumable nature, with a value of Five Hundred and 00/100 ($500.00) or more per item, with a normal expected life of one or more years, not fixed in place, and not an integral part of a structure, facility, or another piece of equipment. (c) Expendable Personal Property. All tangible personal property other than non -expendable property. 4.3.2 Requirements. The Borrower shall comply with the non -expendable personal property requirements stated below: (a) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be listed in the property records of the Borrower and shall include: a description of the property; location; model number; manufacturer's serial number; date of acquisition; funding source; unit cost; property inventory number; information on its condition; and information on the transfer, replacement, or disposition of the property. (b) All non -expendable personal property purchased in whole or in part with funds from this and previous contracts with the City shall be inventoried annually by the Borrower in an inventory report submitted to the City when and as requested by the City. The inventory report shall include the elements listed in Paragraph 4.3.2(a), above. 4.4 DISPOSITION. The Borrower shall obtain the prior written approval of the City for the disposition of real or personal property purchased in whole or in part with Bond Funds, and shall dispose of all such property in accordance with instructions from the City. Those instructions may require the return of all such property to the City. 4.5 GENERAL CONTRACTORS, SUBCONTRACTS AND ASSIGNMENTS. 4.5.1 The Borrower shall ensure that all contracts with contractors, subcontractors and assignments funded with the Bond Funds: (a) Identify the full, correct, and legal name of all parties; (b) Describe the activities to be performed; (c) Present a complete and accurate breakdown of its price component; Page 12 of 40 (d) Incorporate a provision requiring compliance with all applicable regulatory and other requirements of this Agreement, and with any other conditions and/or approvals that the City may deem necessary. The requirements of this paragraph apply to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the City, set forth in this Agreement. The City shall in its sole and absolute discretion determine when services are eligible substantive programmatic services and subject to the audit and record -keeping requirements described in this Agreement; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 4.5.2 The Borrower shall incorporate in all consultant and other subcontracts the following provision: [Borrower] is not responsible for any insurance or other fringe benefits, e.g., social security, income tax withholding, retirement or leave benefits, for the consultant or employees of the consultant that are normally available to direct employees of [Borrower]. The consultant assumes full responsibility for the provision of all insurance and fringe benefits for himself/herself/itself and for employees retained by the consultant in carrying out the Scope of Work provided in this subcontract. 4.5.3 The Borrower shall be responsible for monitoring the contractual performance of all subcontracts. 4.5.4 The Borrower shall submit to the City for its review and confirmation any subcontract engaging any party who agrees to carry out any, . substantive programmatic activities for any work in excess of $10,000.00, to ensure its compliance with the requirements of this Agreement. The City's review and confirmation shall be obtained prior to the release of any funds for the Borrower's subcontractor(s). 4.5.5 The Borrower shall receive written approval from the City prior to either assigning or transferring any obligations or responsibility set forth in this Agreement. 4.5.6 Approval by the City of any subcontract or assignment shall not under any circumstances be deemed to be the City's agreement to incur any obligations in excess of the total dollar amount agreed upon in this Agreement. 4.5.7 The Borrower and its subcontractors shall comply with the Davis -Bacon Act, if applicable, the Copeland Anti -Kick Back Act, the Contract Work Hours and Safety - Standards Act, the Lead -Based Paint Poisoning Prevention Act, the Residential Lead Based Paint Hazard Reduction Act of 1992 (and implementing regulations at 24 C.F.R. Part 35) and any other applicable laws, ordinances and regulations. Page 13 of 40 4.5.8 Within ten (10) days of the City's written request, the Borrower shall submit to the City for written prior approval all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals. 4.6 • REPORTING OBLIGATIONS. 4.6.1 The Borrower shall submit, as required by the City, the following: 4.6.1.1 Progress Reports. The Borrower shall submit status reports and projected completion dates to describe the progress made by the Borrower in achieving each of the objectives identified in Exhibit "B." The Borrower shall also submit an Earned Income Report in such form as may be required by the City. Both the Progress Report and the Earned Income Report shall be provided to the City on a quarterly basis until the Project Completion. 4.6.1.2 Inventory Report. The Borrower shall report all real property and all non - expendable personal property as specified in Paragraphs 4.2 and • 4.3 hereof. Such report shall be submitted as requested by the City. 4.6.1.3 Affirmative Action Plan. The Borrower shall report to the City such information relative to the equality of employment opportunities whenever requested by the City. 4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation Act. The Borrower shall report on compliance with section 504 of the Rehabilitation Act, whenever requested by the City. 4.6.1.5 _ Affirmative Marketing Plan and•Report. The Borrower shall report to the City annually on all actions taken to comply with the affirmative marketing requirements provided in Exhibit "E." 4.6.1.6 List of Subcontractors. The Borrower shall provide a list of all Project contractors and subcontractors, and copies of all contracts in excess of Ten Thousand and 00/100 Dollars ($10,000.00) for the performance of services or the supply of materials in connection with the Project. 4.6.1.7 Affordability Report. On February 1 (or on such other date that the City shall authorize in writing) of each year during the Affordability Period, the Borrower shall provide a report describing the previous year's compliance with the Affordability requirements set forth herein. The Affordability Report shall be accompanied by such substantiating documentation as the City shall request. 4.6.1.8 All such other reports as may be reasonably requested by the City. 4.6.2 Federal, State and County Laws and Regulations. Page 14 of 40 4.6.2.1 The Borrower shall comply with all applicable uniform administrative requirements as described in 24 C.F.R §570.502. 4.6.2.2 The Borrower shall carry out each activity_in compliance with all Federal laws, regulations and requirements described in subpart K of 24 C.F.R. Part 570, except that the Borrower does not assume: (1) the City's environmental responsibilities described in Section 570.64 and, (2) the City's responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52. 4.6.2.3 The Borrower shall comply with all applicable federal laws, regulations and requirements including, but not limited to: 24 C.F.R. Part 570; 24 C.F.R. Part 85, Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap; Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, or national origin; the Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as amended, and Executive Order 11063, which prohibits discrimination in housing on the basis of race, color, religion, sex, or national origin; Executive Order 11246, which requires equal employment opportunity; and with the Energy Policy and Conservation Act (Pub. L. 94-163), which requires mandatory standards and policies relating to energy efficiency. 4.6.2.4 If the amount payable to the Borrower pursuant to the terms of this Agreement is in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00), the Borrower shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970 (42 U.S.C. 7401 et. seq.), as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as amended; Section 508 of the Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency regulations (40 C.F.R. Part 15); and Executive Order 11738. 4.6.3 Audits, Other Information and Records. 4.6.3.1 The Borrower shall submit to the City an audit conducted by an independent certified public accountant or firm of independent certified public accountants in accordance with generally accepted auditing standards, including audited financial statements and a report on compliance with laws and regulations based on the audit of financial statements. Two copies of each such audit must be delivered to the City no later than six (6) months following the end of each Borrower fiscal year. Each such audited financial statement is to be for the twelve (12) months ending December 31 and shall include: a. Comparative Balance Sheet with prior year and current year balances; b. Statement of revenue and expenses; Page 15 of 40 c. Statement of changes in fund balances or equity; d. Statement of cash flows; and e. Notes The fmancial statements shall be accompanied by a certification of the Borrower as to the accuracy of such financial statements. Subject to paragraph 7.1(i), a late fee of Five Hundred and 00/100 Dollars ($500.00) will be assessed by the City for failure to submit any of the required audited financial statements or the certification each year as required. Within thirty (30) days of written request by the City, the Borrower shall also furnish to the City unaudited financial statements of the Borrower certified by the Borrower's principal fmancial or accounting officer, covering such financial matters as the City may request, including without limitation, monthly statements with respect to the Project. 4.6.3.2 The Borrower shall ensure that the Contract Records shall be at all times subject to and available for full access and review, inspection or audit by the City and federal personnel and any other personnel duly authorized by the City. 4.6.3.3 The Borrower shall include in all Project subcontracts, each of the record keeping and audit requirements detailed in this Agreement. The City shall in its sole discretion determine when services are subject to the audit and recordkeeping requirements described above. 4.6.3.4 The Borrower shall include in all subcontracts to carry out any eligible substantive programmatic services, as such services are described in this Agreement and defined by the City, each of the record keeping and audit requirements detailed in this Agreement. The City shall in its sole discretion determine when services are eligible substantive programmatic services and subject to the audit and recordkeeping requirements described above. 4.7 RECORDS. The Borrower shall establish and maintain sufficient records to enable the City to determine whether the Borrower has met requirements of the Bond Program and this Agreement. The Borrower shall maintain all Contract Records in accordance with' generally accepted accounting principles, procedures, and practices, which records shall sufficiently and properly reflect all revenues and expenditures of funds provided directly or indirectly by the City pursuant to the terms of this Agreement. At a minimum, the following records shall be maintained by the Borrower: 4.7.1 Records providing a full description of each activity assisted (or being assisted) with Bond Funds, including its location (if the activity has a geographical locus), the amount of Bond Funds budgeted, obligated and expended for the activity, and the specific provision of the Bond Program under which the activity is eligible. Page 16 of 40 4.7.2 Records demonstrating that each activity undertaken meets at least one of the criteria set forth in the Bond Program. 4.7.3 Records that demonstrate compliance with all applicable requirements relating to the use of real property acquired or assisted with Bond Funds. 4.7.4 Records that demonstrate compliance with all applicable requirements relating to acquisition, displacement, relocation and relocation housing. 4.7.5 Records containing data on the extent to which each racial and ethnic group and single -headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with Bond Funds. 4.7.6 Records containing data indicating the race and ethnicity of households (and gender by single heads of household) displaced as a result of Bond funded activities, together with the address and census tract of the housing units to which each displaced household relocated. 4.7.7 Documentation of actions undertaken to meet the requirements of 24 C.F.R. §570.607(b), which implements Section 3 of the Housing Development Act of 1968, as amended (12 U.S.C. 1701U), relative to the hiring and training of low and moderate income persons and the use of local businesses. 4.7.8 Data indicating the racial/ethnic character of each business entity receiving a contract or subcontract of $25,000 or more paid, or to be paid, with Bond Funds, and such additional information as is required pursuant to 24 C.F.R §570.506(g)(6). 4.7.9 Financial records in accordance with the applicable requirements listed in 24 C.F.R. §570.502. 4.7.10 Records required to be maintained in accordance with other applicable laws and regulations including but not limited to those that are set forth in Subpart K of 24 C.F.R. part 570. 4.8 RETENTION AND ACCESSIBILITY OF RECORDS. 4.8.1 The City shall have the authority to review the Contract Records throughout the Retention Period (as hereinafter defined). All books of account and supporting documentation shall be kept by the Borrower at least until the expiration of the Retention Period. The Borrower shall maintain records sufficient to meet the requirements of 24 C.F.R. Part 570. All records and reports required herein shall be retained and made accessible as provided hereunder. Page 17 of 40 L The Borrower shall ensure that the Contract Records shall be at all times subject to and available for full access and review, inspection and audit by the City and any other personnel duly authorized by the City. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BORROWER The Borrower represent and warrant to the City as follows: 5.1 ' ORGANIZATION AND EXISTENCE. The Borrower is a Florida limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida, and has full power and authority to conduct its business as presently conducted, to receive the Bond Funds and operate and develop the Project. The Project shall comply with all applicable Bond Requirements, as may be amended from time to time. The Borrower has full power and authority to perform the provisions hereof and of its agreements and undertakings with the City and to perform the transactions contemplated hereby, and such execution and performance have been duly authorized by all necessary corporate or other approvals and actions. 5.2 CORRECTNESS OF DOCUMENTS. The cost estimates, Budget, schedules, and all other documents furnished to the City in accordance with the Bond Program, this Agreement, and/or the other Bond 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. There are no conditions, circumstances, events, agreements, documents, instruments, restrictions, actions, suits or proceedings pending or threatened against or affecting the Borrower, the Project or the Property which could adversely affect the Borrower's ability to comply with the Bond 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 Bond 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 Borrower. 5.4 NON -DEFAULT. The Borrower is not in default or violation with respect to any Legal Requirement, nor is it in default under or in material breach of any instrument or agreement to which it is a party or by which it otherwise may be bound. The execution and delivery of this Agreement and the other Bond Documents, _ the consummation of the other transactions contemplated hereby, and the development of the Project as contemplated hereby and by the other Bond Documents: (i) to the best of Borrower's knowledge, do not and will not conflict with or result in violation of any Legal Requirement or in the breach or default under any indenture, contract, agreement or other instrument to which the Borrower is a party or by which it may be bound; and (ii) have been duly authorized by all necessary actions and approvals, whether corporate or otherwise. Page 18 of 40 5.5 VALID OBLIGATIONS. This Agreement and all of the other Bond Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Borrower and will be enforceable in accordance with their respective terms. 5.6 MARKETABLE TITLE. The Borrower has good and marketable leasehold title to the Property, subject only to: (a) the exceptions and other matters set forth in that .certain Title Insurance Commitment (Order Number 12167682) issued by Fidelity National Title Insurance Company, effective as of February 11, 2025, at 11:00 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 Borrower is aware which exists (or which the Borrower has reason to believe may exist) with respect to the Project, other that as set forth in a 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 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 Bond Assisted Unit each which may be entered into from time to time. 5.11 PENDING ASSESSMENTS. The Borrower has no knowledge of any pending or proposed governmental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 WASTE. The Borrower shall not commit nor suffer waste nor negligence on the Project. 5.13 FRAUD. No fraud by the Borrower has occurred in the qualification of the Project, the Borrower, the Borrower, and/or the Property under the Bond Program, the negotiation of this Agreement and the other Bond Documents, nor in the transactions contemplated hereby. Page 19 of 40 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 Borrower's knowledge no such proceedings have been threatened. 5.15 NO CHANGES. There have been' no material adverse changes in projected costs and expenses of or from the Project or in the occupancy of the Property or any other features of the transactions contemplated hereby as submitted to the City. 5.16 COMPLIANCE WITH LAWS AND REGULATIONS. The Borrower will comply at all times with all Legal Requirements. The Borrower will comply at all times with the Bond Requirements affecting the ownership, use, construction, lease and operation of the Project. 5.17 OTHER PROJECT FINANCING; SUBORDINATION. The Borrower has not applied for nor received, and does not otherwise have available, in connection with the Project any other fmancing/funding, except for those funds, loans and/or loan commitment previously identified in writing to, and approved by, the City as set forth in the attached Schedule A ("Permitted Senior Financing") and the permitted subordinate fmancing set forth in the attached Schedule B ("Permitted Subordinate Financing"). The City acknowledges and agrees that the City's rights hereunder and under the Loan Documents are subordinate to the rights of the lenders of the Permitted Senior Financing. The City agrees to execute, as needed, any agreements evidencing such subordination, and any reasonable amendments or modifications to this Agreement and the other loan documents required by the senior lenders and Borrower's investor member. 5.18 REAFFIRMATION. Each of the representations and warranties set forth in this Article shall be true at all times, and the Borrower's acceptance of each draw of the Bond Funds hereunder shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. ARTICLE VI BORROWER'S OBLIGATIONS 6.1 SCOPE OF WORK. The Borrower shall perform the Scope of Work as set forth herein and on Exhibit `B" attached. The Bond Funds shall be used exclusively for Project related construction costs, in accordance with the budget for such costs as approved by the City. The Borrower shall: (a) commence construction within six (6) months from Effective Date of the Agreement; (b) obtain all certificates of occupancy required for the Project within eighteen (18) months from the Effective Date; and (c) have all Bond Assisted Units rented within twelve (12) months after the issuance of Project's certificate(s) of occupancy, but in no event later than thirty-six (36) months from the Effective Date; and (d) have the Project inspected by an authorized City Inspector and receive the appropriate clearance or certification that the construction work adheres to and conforms with the applicable City, county or state requirements, including, without limitation, applicable building code requirements. Notwithstanding the foregoing, the time periods set forth in this section may be extended in the City's reasonable discretion which shall require the approval of the City's HCLC. Page 20 of 40 The Borrower shall: (a) meet all of its obligations hereunder and under all of the Loan Documents executed in connection herewith, (b) rent all City Assisted Units to persons or households whose annual income does not exceed thirty percent (30%) of the median income for the area, as determined by FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, for Low and Extremely -Low Income Households in accordance with the requirements of this Agreement, and provide to the City 'a certified rent roll evidencing the same, (c) throughout the Affordability Period, rent all of the Project units to persons or households whose annual income does not exceed thirty percent (30%) of the median income for the area, as determined by FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, for Low and Extremely Low Income Households in accordance with the requirements of this Agreement, and the other Loan Documents; and (c) throughout the Affordability Period, comply with all applicable Legal Requirements and all applicable requirements hereof and in the other Loan Documents. The tenant's portion of rents charged for the Bond Assisted Units shall be limited as set forth in the Rent Regulatory Agreement executed in connection herewith. 6.2 REPORTING OBLIGATIONS. The Borrower shall submit to the City all reports as described in Article 4 hereof, and all other reports that the City may reasonably require, in such form, manner, and frequency as the City may require to monitor the progress of the Project and the Borrower's performance and compliance with this Agreement and all Legal Requirements. 6.3 RETENTION OF RECORDS. The Borrower shall retain all Contract Records for five (5) years after expiration of the Affordability Period (hereinafter referred to as "Retention Period") subject to the limitations set forth below: (a) If the City or the Borrower has received`or given notice of any kind indicating any threatened or pending litigation, claim or audit arising out of the activities relating to the Project or the Scope of Work or under the terms of this Agreement, the Retention Period shall be extended until such time as the threatened or pending litigation, claim or audit is in the sole and absolute discretion of the City, fully, completely and finally resolved. (b) The Borrower shall allow the City or any person authorized by the City full access to and the right to examine any of the Contract Records during the Retention Period. (c) The Borrower shall notify the City in writing, both during the pendency of this Agreement and after its expiration termination, as part of the final closeout procedure, of the address where all Contract Records will be retained. 6.4 PROVISION OF RECORD. All of the Contract Records are subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law." Should Borrower determine to dispute any public access provision required by Florida Statutes, then Borrower shall do so at its own expense and at no cost to the City. Page 21 of 40 IF BORROWER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO BORROWER'S DUTY .TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS CIO OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF RECORDS AT 14 NORTHEAST 1ST AVENUE, 2ND FLOOR, MIAMI, FLORIDA 33132. The Borrower shall provide to the City, upon request, all Contract Records. The requested Contract Records shall become the property of the City ,without restriction, reservation, or limitation on their use and shall be made available by the Borrower at any time upon request by the City. The City shall have the unlimited right to all books, articles, or other copyrightable materials developed in the performance of this Agreement, including, but not limited to, the right of royalty -free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, the Contract Records for public purposes. If the Borrower receives funds from, or is under regulatory control of, other governmental agencies and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the Borrower shall provide a copy of each such report and any follow-up communications and reports to the City immediately upon such issuance unless such disclosure is a violation of those agencies' rules. 6.5 PRIOR APPROVAL. Except for encumbering the Property as required to obtain the permitted fmancing as set forth in Section 5.17 of this Agreement and Schedule A and Schedule B attached hereto, the Borrower shall obtain the City's prior written approval prior to undertaking any of the following with respect to the Borrower, the Project and/or the Property: (a) Except for the admission of the investor member as a member of the Borrower (which shall occur after the date of this Agreement), Permitted Senior Financing, and Permitted Subordinate Financing, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Borrower, the Project, or the Borrower's estate in the Property, or any change in the operating control of the Borrower , which shall require the prior approval of the City's HCLC or the City Commission, as appropriate. Notwithstanding the foregoing, (i) the investor member of Borrower shall be permitted to remove a manager in accordance with the terms of the Borrower's operating agreement; provided that City consent shall be required for any substitute manager, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) the City acknowledges and consents to the collateral assignment of the manager's membership interests in the Borrower in favor of the lenders of the Permitted Senior Financing, and such lenders' enforcement of such collateral assignment.. If the investor member of Borrower exercises its right to remove a manager thereof, the Lender shall not unreasonably withhold its consent to the substitute manager. Nothing herein shall be construed as restricting the transfer of Page 22 of 40 the investor member's interest, either directly or indirectly, in the Borrower at any time. Additionally, Lender hereby consents to the transfer of any investor member ownership interests in the Borrower and copies of the transfer or amendment documents shall be delivered to Lender. (b) Except in the case of repair and replacement caused by normalwear 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 provided in Article 4. (c) INTENTIONALLY OMITTED (d) Any proposed Solicitation Notice, Invitation, for Bids or Request for Proposals relating to the use of the Bond Funds. (e) The disposal of any Contract Records during the Retention Period. (f) INTENTIONALLY OMITTED 6.5.1 DISCRETION. The Director of the Department of Housing and Community Development of the City of Miami shall have the discretion to approve and authorize, by way of Memorandum to the City Manager, the execution of necessary documents to further Project Close - Out, provided, however, that no material terms are affected. 6.6 MONITORING. The Borrower shall permit the City and other persons duly authorized by the City to inspect all Contract Records, facilities, goods, and activities of the Borrower that are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Borrower. Following such inspection or interviews, the City will deliver to the Borrower a report of its fmdings. The Borrower will rectify all deficiencies cited by the City within the period of time specified in the report, or provide the City with a reasonable justification for not correcting the deficiencies. The City will determine, in its sole and absolute discretion, whether or not the Borrower's justification is acceptable. 6.7 CONFLICT OF INTEREST. A. The Borrower is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1), and of the State of Florida (as set forth in Florida Statutes), and agrees that it will fully comply in all respects with the terms thereof and any future amendments. B. The Borrower covenants that no person or entity under its employ presently exercising any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with the City. The Borrower further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be Page 23 of 40 utilized in respect to the Scope of Work or services provided hereunder. Any such conflict of interest(s) on the part of the Borrower or its employees or associated persons or entities must be disclosed to the City. C. The Borrower shall disclose any possible conflicts of interest or apparent improprieties of any party under or in connection with the Legal Requirements, including the standards for procurement. D. The Borrower shall make any such disclosure to the City in writing and immediately upon the Borrower's discovery of such possible conflict. The City's determination regarding the possible conflict of interest shall be binding on all parties. E. No employee, agent, consultant, elected official or appointed official of the City, exercising any functions or responsibilities in connection with the City's Bond Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding Bond -assisted activities, has any personal fmancial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Borrower , either for themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. 6.8 RELATED PARTIES. The Borrower shall report to the City the name, purpose for and any other relevant information in connection with any related -party transaction. The term "related party transaction" includes, but is not limited to, a transaction or relationship between the Borrower and a for -profit or nonprofit subsidiary or affiliate organization, an organisation with an overlapping board of directors, and an organization for which the Borrower is responsible for appointing memberships. The Borrower shall report this information to the City upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the City no later than in the next required Progress Report, as described above. 6.9 PUBLICITY AND ADVERTISEMENTS. The Borrower shall ensure that all publicity and advertisements prepared and released for the Project, by the Borrower, such as pamphlets and news releases, related to activities funded by this Agreement, and all events carried out to publicize the accomplishments of any activities funded by this Agreement, recognize the City as one of its funding sources. 6.10 ADDITIONAL FUNDING. The Borrower shall notify the City of any additional funding received for any activity described in this Agreement, other than those fmancings disclosed to the City in writing as of the date hereof, which are provided for in Section 5.17 of this Agreement. Such notification shall be in writing and received by the City within thirty (30) calendar days of the Borrower's notification by the funding source. The City shall not be required to subordinate the Loan Agreement to any future financing or refinancing that is undertaken solely for the purpose of equity cash -out or distributions to the Borrower or Borrower's affiliates. Notwithstanding the foregoing, the City may, in its sole and absolute discretion, agree to subordinate the Loan in connection with a future refinancing that is undertaken for (i) interest rate savings, (ii) extension of maturity on materially similar terms, or (iii) refinancing capital improvements to the Project. Page 24 of 40 Any such subordination shall be subject to the terms and conditions acceptable to the City in its sole discretion. 6.11 REVERSION OF ASSETS. The Borrower shall return to the City upon the expiration or termination of this Agreement any Bond Funds on hand, any accounts receivable attributable to the Bond Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Borrower by the City. Any funds not earned by the Borrower prior to the expiration or termination of this Agreement shall be retained by the City 6.12 REPAYMENT OF FUNDS PROCEDURES. The Borrower shall repay to the City all funds received by the Borrower pursuant to this Agreement all unpaid interest accrued thereon, and all unpaid fees, charges and other obligations of the Borrower due under any of the Loan Documents, as provided therein. 6:13 AFFIRMATIVE MARKETING. The Borrower shall comply with the affirmative marketing requirements and procedures provided on Exhibit "E." Borrower shall comply with the requirements of the affordable housing notice to City Officials ,in City of Miami Ordinance - #13491. 6.14 SECTION 3 CLAUSE. The Borrower shall comply, to the extent applicable, with the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended (12 U.S.C. 1701u): (A) The work to be performed under this contract is subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3.) The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3 shall, to the greatest extent feasible, be directed to low income persons, particularly persons who are recipients of HUD assistance for housing. (B) The parties to this contract agree to comply with HUD's regulations in 24 C.F.R. Part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the Part 135 regulations. (C) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or worker's representative of the contractor's commitments under this Section 3 clause, and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, Page 25 of 40 the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. (D) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 C.F.R. Part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 C.F.R. Part 135. (E) The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 C.F.R. Part 135 require employment opportunities to be directed, were not filed to circumvent the contractor's obligations under 24 C.F.R. Part 135. (F) Noncompliance with HUD's regulations in 24 C.F.R. Part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. (G) With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). 6.15 SIGNAGE, ACKNOWLEDGEMENT, PUBLICITY. During the Term of this Agreement, the Borrower shall furnish signage identifying the Project and shall acknowledge the contribution of the City by incorporating the seal of the City and the names of the City commissioners and officials in and on all documents, literature, pamphlets, advertisements, and signage, permanent or otherwise. All such acknowledgments shall be in a form acceptable to the City, as provided on Exhibit "E". The Borrower shall ensure that all publicity and advertisements related to the Project which are prepared by or at the direction of the Borrower, such as pamphlets and news releases, and all events carried out to publicize the Project; shall recognize the City as one of the Project's funding sources. 6.16 AFFIRMATIVE ACTION. The Borrower shall not discriminate on the basis of race, color, national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability in connection with its performance under this Agreement or in connection with the construction of Page 26 of 40 the Project or the occupancy of any Project unit. Age discrimination and discrimination against minor dependents are also not permitted. The Borrower shall meet the fair housing requirements of 24 C.F.R. § 570.904. 6.17 , MAINTENANCE OF LEGAL EXISTENCE -AND AUTHORITY. Borrower shall maintain its existence as a limited liability company and authority to conduct its business under the laws of the State of Florida and the Code of the City, as amended from time to time. 6.18 COMPLIANCE REQUIREMENTS. The Borrower shall comply at all times with all applicable Bond Requirements including, but not limited to, those affecting the ownership, construction, use, and operation of the Project, and all other Legal Requirements. The Borrower shall at any time and from time to time upon the request of the City, at Borrower's sole cost and expense, execute, acknowledge and deliver such further notices and other documents and perform such other acts as may, in the opinion of the City, be necessary, desirable or proper to carry out more effectively the purposes of this Agreement and the other Loan Documents. 6.19 COMPLIANCE WITH SAFETY PRECAUTIONS. The Borrower shall allow City inspectors, agents or representatives the ability to monitor its compliance with safety precautions as required by federal, state or local laws, rules, regulations and ordinances. By performing these inspections, the City, its agents, or representatives are not assuming any liability by virtue of such laws, rules, regulations and ordinances. The Borrower shall have no recourse against the City, its agents, or representatives for the occurrence, non-occurrence or result of such inspection(s). Simultaneously with the submission of its first draw request to the City, the Borrower shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). The Borrower shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. 6.20 DRAW REQUESTS. Each Request for Disbursement of hard costs must be signed by the Borrower, and/or the Architect for the Project and the Contractor, if applicable, and each Request for Disbursement of soft costs must be signed by the Borrower, as more fully set forth in the Disbursement Agreement. 6.21 INSURANCE PROCEEDS. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, and subject to any Permitted Senior Financing loan documents, the Borrower may make insurance proceeds available for the restoration and repair of the Property and the Project if all of the following conditions are met: the Borrower is not in breach or default of any provision of the Mortgage or any other loan document between the Borrower and Lender; (ii) the Borrower determines that there will be sufficient funds, through insurance proceeds and contributions by the Borrower, to (a) restore and repair the Property and the Project to a condition Page 27 of 40 as close as reasonably possible to what previously existed, and (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Property and the Project until completion of the restoration and repair of the Property and/or the Project to a condition as close as reasonably possible to what previously existed; (iii) the Borrower determines that the rental income of the Project, after restoration and repair to a condition as close as reasonably possible to what previously existed, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Borrower has received the City's written concurrence with such determination. 6.22 CONDEMNATION PROCEEDS. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, and subject to any Permitted Senior Financing loan documents, the Borrower may make proceeds of condemnation available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Borrower is not in breach or default of any provision of the Mortgage or any other Loan Document; (ii) the Borrower determines that there will be sufficient funds, through condemnation proceeds and contributions by the Borrower, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project until completion of the restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken; and (iii) the Borrower determines that the rental income of the Project, after restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, will be sufficient to meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project, and (iv) the Borrower have received the City's written concurrence with such determination. ARTICLE VII DEFAULT 7.1 The happening of any one or more of the following events continuing beyond any applicable notice and cure period shall constitute an Event of Default: (a) In the event any of the Bond Assisted Units fails to remain Affordable at any time during the Affordability Period, the Borrower's failure to initiate action to cure such non-compliance within five (5) business days of receipt of knowledge of the same. (b) If any term, condition or representation contained in this Agreement or any of the other Bond 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 thirty (30) calendar days which discontinuance is, in the sole determination of the City, without satisfactory cause. Force majeure events such as a pandemic, natural Page 28 of 40 J disaster, terrorism, supply or labor shortages and acts of god shall be deemed satisfactory cause (d) Except for Permitted Senior Financing, Permitted Subordinate Financing and for permitted transfers as set forth in Section 6.5 above, 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) of any proprietary or beneficial interest in the Borrower, the Project or the Property, or any change in operating control of the Borrower without the prior approval of the City's HCLC or the City Commission, as appropriate. (e) In the event that the City determines, in its reasonable discretion, that the Project is not being constructed in a good and workmanlike manner in accordance with the Scope of Work, or that the Borrower is failing to comply promptly with any requirement or notice of violation of law issued by or filed by the City or any department of any governmental authority having jurisdiction over the Borrower, or the Property. (f) Failure of the Borrower to comply with any material term, provision, covenant or obligation of this Agreement or any of the Loan Documents, or the occurrence of an event of default under any of the other Loan Documents after notice and a reasonable opportunity to cure. (g) Any change in zoning requirements or zoning classification of the Property, which in the City's sole discretion would materially interfere with the completion of Project construction or the ultimate operation of the Project as contemplated herein. (h) In the event that the City determines, in its reasonable discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Borrower to the City, direct or contingent, whether now or hereafter due, existing, created or arising. (i) Borrower declares bankruptcy and/or becomes insolvent, which shall result in immediate acceleration of the loan's repayment in full. 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. The City shall provide written notice of the occurrence of an Event of Default to the Borrower and its investor member, after which the Borrower shall have thirty (30) calendar days to cure said default (except for the events described in Section 7.1 (b) and (d) and possibly (i) above for which the aforementioned cure period shall not apply). Page 29 of 40 In the event a default which is permitted to be cured cannot practicably be cured within thirty (30) days, the Borrower shall have such additional time as may be required to effect. a cure, so long as (a) the cure is commenced within thirty (30) calendar days and is diligently prosecuted and (b) the lack of a cure during such continuing cure period has no material adverse effect on the Project. The City agrees to accept cure of any default committed by the Borrower, which cure is tendered or effected by the investor member, as if such cure had been tendered or effected by the Borrower. If an Event of Default shall continue uncured for a period of thirty (30) consecutive days following written notice thereof to the Borrower (except for the events described in Section 7.1 (U) and (d) above for which the aforementioned cure period shall not apply and except for cures which are continuing as provided in the preceding paragraph), and subject to the provisions of the last paragraph of this Section, the City shall have the absolute right, at its option and election and in its sole discretion to, and subject to the terms and conditions of the Subordination Agreement (as hereinafter defined): (a) Specific Performance. Institute appropriate proceedings to specifically enforce performance of the terms and conditions of this Agreement; (b) Acceleration of Debt. It is expressly agreed that the full amount of both principal and interest due pursuant to the Note shall become due and payable at the option of the City on the happening of any Event of Default under the terms of this Loan Agreement. (c) Other Remedies. Exercise any other right, privilege or remedy available to the City as may be provided by applicable law, or in any of the other Bond Documents. It is understood and agreed that the occurrence of an event of default under Section 7.1 (b) or O or possibly (i) shall immediately entitle the City to exercise any of the above„ described remedies without the need to give the Borrower notice thereof or the opportunity to cure. Notwithstanding anything contained herein or the other Loan Documents to the contrary, the Borrower's investor member shall have the right, but not the obligation, to cure any Event of Default hereunder or under the other Loan Documents, and such cure shall be accepted or rejected on the same basis as if tendered by the Borrower. The rights and remedies of the City hereunder shall be cumulative and not mutually exclusive, and the City may resort to any one or more or all of said remedies without exclusion of any other. No party other than the City, whether the Borrower or a material man, laborer, subcontractor or supplier, shall have any interest in the Bond 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 and during the continuance of an Event of Default: Page 30 of 40 (a) All sums outstanding under the Note shall bear interest at the highest rate allowable by law from the date of disbursement, without notice to the Borrower or any guarantor or endorser of the Note and without any affirmative action or declaration on the part of the City; (b) The Restrictive Covenant shall remain as a restriction on the Property throughout the Affordability Period; and (c) The Borrower, Borrower, Project developerqmanaging partner(s) of the Borrower, and/or other individuals, principals and/or other entities as determined by the City, will be debarred from receiving any City funding for a period of five (5) years. ARTICLE IX INDEMNIFICATION 9.1 The Borrower shall indemnify, hold harmless, and defend the City, its officers, agents, directors, and/or employees, from any and all liabilities, claims, damages, losses, suits, judgments, and costs, including, but not limited to reasonable attomey's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Borrower and persons employed or utilized by Borrower in the performance of this Agreement. Borrower shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Borrower shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Borrower expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Borrower shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Borrower to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by the Borrower, or persons employed or utilized by Borrower. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The Borrower agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Borrower in which the City participated either through review or concurrence of the Borrower's actions. In reviewing, Page 31 of 40 approving or rejecting any submissions by the Borrower or other acts of the Borrower, the City in no way assumes or shares any responsibility or liability of the Borrower or Sub -contractor under this Agreement. ARTICLE X TERMINATION The Borrower acknowledges that this Agreement may be terminated if the Borrower materially fail to comply with the terms contained herein. 10.1 TERMINATION BECAUSE OF LACK OF FUNDS. In the event the City does not receive from its funding source funds to fmance 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 Borrower. Said notice shall .be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. The City shall determine, in its sole and absolute discretion, whether or not funds are available. 10.2 TERMINATION FOR BREACH. The City may terminate this Agreement, in whole or in part, in the event, the City determines, in its sole and absolute discretion, that either the Borrower is not making sufficient progress with regard to the Project's construction (thereby endangering its ultimate performanceunder this Agreement) or is not materially complying with any term or provision of this Agreement, following the giving of notice and the expiration of all applicable cure periods. The City may terminate this Agreement, in whole or in part, in the event that the City determines, in its reasonable discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any kind or nature whatsoever of the Borrower to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. 10.3 Upon the occurrence of an Event of Default and the expiration of any cure period. (in those circumstances for which a cure period is otherwise provided in this Agreement), and unless the Borrower's breach is waived by the City in writing, the City may, by written notice to the Borrower, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the City's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The City may, for reasonable cause, and after all applicable notice and cure periods, suspend the Borrower's authority to obligate funds under this Agreement or withhold payments to Page 32 of 40 the Borrower, or both, pending necessary corrective action by the Borrower. Reasonable cause may include: (a) Ineffective or improper use of the Bond Funds by the Borrower. (b) Failure of the Borrower to materially comply with any term or provision of this Agreement; or (c) Failure of the Borrower to submit any documents required by this Agreement; or (d) The Borrower's submittal of incorrect or incomplete documents. 11.2 The determinations and actions described in paragraph 11.1 above may be applied to all or any part of the activities funded pursuant -to this Agreement. 11.3 The City will notify the Borrower in writing of the type of action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action, and the necessary corrective action(s). ARTICLE XII MISCELLANEOUS 12.1 ENFORCEMENT METHODS. As a means of enforcing compliance with the Bond Program, the City may utilize any enforcement measures it deems necessary. 12.2 RENEGOTIATION, MODIFICATION, OR SUBORDINATION. Modification of provisions of this Agreement shall be valid only when in writing and signed by the parties hereto. The parties agree to modify this Agreement if the City determines, in its sole and absolute discretion, that federal, state, and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations, make changes to this Agreement necessary. The City shall be the final authority in determining whether or not funds for this Agreement are available due to federal, state and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations. Moreover, the City shall determine in its sole and absolute discretion whether to subordinate the Mortgage; provided that the City hereby acknowledges and agrees that the Loan and all of the Loan Documents (including, but not limited to, the Mortgage) shall be subordinate to the Permitted Senior Financing. Notwithstanding anything to the contrary set forth in this Agreement or any of the other Loan Documents, Lender acknowledges that the Loan and the Loan Documents and the rights of Lender with respect thereto or thereunder shall be subordinate, in right or payment and priority, to the rights conferred upon the holder of any Permitted Senior Financing (together with their respective assignees, successors, agents, trustees or nominees, a "Permitted Senior Lender") under the documents governing its Permitted Senior Financing, all in accordance with the terms Page 33 of 40 set forth in one or more subordination agreements to be entered into by the Lender and the Permitted Senior Lenders. 12.3 RIGHT TO WAIVE. The City may, for good and sufficient cause, as determined by the City in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain such waiver -from an appropriate authority. Waiver requests from the Borrower shall be in writing. A waiver shall not be construed to be a modification of this Agreement. 12.4 BUDGET AND BOND ELIGIBILITY ACTIVITY TITLE REVISIONS. Revisions to the Budget shall be made in writing, and approved in writing by the City; however, such revisions shall not necessitate an amendment hereto unless the amount of the Loan to be granted hereunder is changed, or unless otherwise required by the City. A revision to the Bond 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 Borrower and the City, the City shall refer the issue, including the views of all interested parties and the recommendation of the City, to the City Manager, his designee, or such other official of the City who shall be authorized to exercise the authority of the City Manager in this regard ("City Manager") for determination. The City -Manager will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the City and the Borrower. In the event additional time is necessary, the City Manager will notify the interested parties within the thirty (30) day period that additional time is necessary. The Borrower agrees that the City Manager's determination shall be fmal and binding on all parties, subject only to judicial review. 12.6 HEADINGS. The article and paragraph headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 12.7 PROCEEDINGS. The Agreement shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. 12.8 NOTICES AND CONTACT. All notices under this Agreement shall be in writing and addressed as follows: To City: With Copy To: City of Miami Department of Housing and Community Development 444 S.W. 2nd Avenue Miami, FL 33130-1910 Attn: Victor Turner, Director George K. Wysong III City Attorney City of Miami Page 34 of 40 To Borrower: With Copy to: To investor member: With Copy to: 444 S.W. 2nd Avenue Miami, FL 33130-1910 5215 FLAGLER STREET, LLC 2850 Tigertail Avenue, Suite 800 Miami, FL 33133 Attention: Tony Del Pozzo Brian J. McDonough, Esq. Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. 150 West Flagler Street, Suite 2200 Miami, FL 33130 RJ MT 5215 Flagler Street Apartments L.L.C. c/o Raymond James Affordable Housing Investments, Inc. 880 Carillon Parkway St. Petersburg, Florida 33716 Email Address: Steve.Kropf@RaymondJames.com Attention: Steven J. Kropf, President Dawna J. Steelman, Esq. Klein Hornig LLP 1325 G Street NW, Suite 770 Washington, DC 20005 Email Address: dsteelman@kleinhornig.com Except as otherwise provided in this Agreement, notice shall be deemed given upon hand delivery or five (5) business days after depositing the same with the U.S. Postal Service. The address or designated representative of the parties may be changed by notice given in accordance with this section. 12.9 CONFLICTS WITH APPLICABLE LAWS. If any provision of this Agreement conflicts with any applicable law or regulation, only the conflicting provision shall be deemed by the parties hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent with the law or regulation. However, the obligations under this Agreement, as modified, shall continue and all other provisions of this Agreement shall remain in full force and effect. To the extent of any conflict between the applicable laws for the Loan Documents and applicable laws for any other loan documents, agreements, or recorded documents associated with the Project, whichever applicable law is strictest will control. 12.10 ENTIRE AGREEMENT. This Agreement and its Exhibits described as follows contain all the terms and conditions of the Agreement between the parties: Exhibit A Exhibit B Legal Description Scope of Work/Project Schedule Page 35 of 40 Exhibit C Budget Exhibit D Form of Disbursement Agreement Exhibit E Affirmative Marketing Procedures and Responsibilities Exhibit F Signage Requirements Exhibit G Insurance Requirements - Exhibit H Anti -Human Trafficking Affidavit Schedule A Permitted Senior Financing 12.11 WAIVER OF JURY TRIAL. Neither the Borrower, the Borrower, the Project subcontractor(s), nor any other person liable for the responsibilities, obligations, services and representations herein, nor any assignee, successor, heir or personal representative of the Borrower , the Project subcontractors or any other person or entity shall seek a jury trial in any lawsuit, proceeding, counterclaim or any other litigation procedure based upon or arising out of this Agreement, or the dealings or the relationship between or among such persons or entities, or any of them. Neither the Borrower, the Borrower, nor the Project subcontractors, nor' any other person or entity will seek to consolidate any such action in which a jury trial has been waived with any other action. The provisions of this paragraph have been fully discussed by the parties hereto, and the provisions hereof shall be subject to no exceptions. Neither party to this Agreement has in any manner agreed with or represented to any other party that the provisions of this paragraph will not be fully enforced in all instances. 12.12 GOVERNING LAW AND VENUE. This Agreement shall be construed and enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of laws and comity. Any action pursuant to a dispute under this Agreement must be brought in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 12.13 HCLC AWARD MEMORANDA. The award memoranda and decisions of the HCLC dated March 28, 2023, and September 20, 2024, and as amended on March 26, 2025 ("Award Memoranda") are hereby incorporated by reference. To the extent of any conflict between the Award Memoranda and the Loan Documents and when interpreting the intent of the Loan Documents, whichever provision is strictest will control. To the extent of any conflict between the Award Memoranda, the most recent Award Memorandum controls. 12.14 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 12.15 INCREASE IN PROJECT COSTS. In the event that the Project's costs increase by ten percent (10%) or more of the Budget that is attached as Exhibit "C," and Borrower is unable to Page 36 of 40 secure the requisite funding to cover the additional expense within 60 calendar days before the Project's construction commences, then the City is permitted to recommend to HCLC that the Bond Funds should be de -obligated for this Project. 12.16 TENANT LOTTERY: -The selection of eligible tenants to occupy the Bond Assisted Units shall be from the results of a tenant lottery, which shall be conducted with a representative of the City of Miami present. In addition, the Borrowers and the Bond Assisted Units shall comply with the requirements of the City of Miami Ordinance #13645 regarding Resident Preference. 12.17 COSTS, INCLUDING ATTORNEY'S FEES. The Borrower agrees to pay when due for which an invoice is provided, all reasonable costs and expenses in connection with the administration or monitoring of compliance with this Agreement and all related documents and any other documents which may be delivered in connection with this Agreement or the transactions contemplated hereby, including, without limitation, the reasonable fees and out of pocket expenses of the City and of counsel and any agents or consultants for the City, with respect thereto, in connection with the administration or monitoring of this Agreement and such other documents as may be delivered in connection herewith. In addition, the Borrower shall pay any and all stamps and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement and such other documents as may be delivered in connection herewith, and agrees to save the City harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Agreement, each party shall be responsible for its own attomey's fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 12.18 The Borrower's obligations pursuant to this Agreement shall be binding upon and inure to the respective heirs, personal and legal representatives, trustees and successors and assigns of the Parties hereto, including each and every such Parry's past and present parent, subsidiary, affiliate or predecessor entities, any and all entities by which or under a name by which any Party has been known or has done business, and any and all of his, hers, its and/or their respective past and present officers, commissioners, directors, principals, trustees, administrators, agents, attorneys, accountants, insurers, reinsurers, servants, employees, shareholders, members, managers, partners, heirs, and representatives. 12.19 Any references to federal regulations and programs in this Agreement and its exhibits are intended to be for illustrative purposes and not an indication that the Project is specifically subject to the cited regulations. Nonetheless, if this Agreement requires the Borrower to comply with referenced federal regulations and programs, the City and the Borrower agree that compliance shall be required as if the Project was subject to those federal regulations and programs, unless otherwise determined by the City in its sole discretion. 12.20 Borrower specifically acknowledges and agreesto comply with City of Miami Ordinance No. 13491, § 2-415. Page 37 of 40 12.21 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-.22 Notwithstanding anything to the contrary contained herein, so long as any portion of the note evidencing the first mortgage loan is unpaid, Lender's rights to declare a default, accelerate the indebtedness secured by the Note, the Mortgage, this Agreement and the other Loan Documents, commence a foreclosure of,the Mortgage, or pursue any other right or remedy hereunder, under the Note or the other Loan Documents, are subject to that certain Subordination Agreement, by and between Lender and The Bank of New York Mellon Trust Company, N.A., and acknowledged and agreed to by Borrower (the "Subordination Agreement"). [Remainder of page left Blank] [Signatures on Following Pages] Page 38 of 40 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their undersigned officials as duly authorized. WITNESSES: Signature: Print Name: L.- 17.;,,tl�,e� Address: 2850 Tigertail Avenue, Suite 800, Miami, Florida 33133 Signature: Print Name: 37,0.-,e rhaoi /iPiOi CR0r0 Address: 2850 Tigertail Avenue, Suite 800, Miami, Florida 33133 STATE OF FLORIDA COUNTY OF MIAMI-DADE BORROWER: 5215 FLAGLER STREET, LLC, a Florida limited liability company By: 5215 FLAGLER STREET MANAGER, LLC, a Florida limited Liability company, its manager By: 29j Print Name: Tony Del Pozzo Title: Vice President ACKNOWLEDGMENT. The foregoing instrument was acknowledged before me by means of xi physical presence or O online notarization, this aday of f-t?(1 , 2025 by Tony Del Pozzo as Vice President of 5215 Flagler Street Manager, LLC, a Florida limited liability company, the manager of 5215 FLAGLER STREET, LLC, a Florida limited liability company. She/He is personally known to me or has produced as identification. Notary Public State of Florida is Print Name: Jazzlne C. Herrera My Commission HH 405431 Expires 1/8/2028 Page 39 of 40 . (\72a Yle, i Ae ive ct Notary Public, Sate of Florida at large IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: Date: APPROVED AS TO REQUIREMENT Ann -Marie arpe CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Norieg. , City Manager APPROVED AS TO FORM AND CORRECTNESS: George W WysonI Director of Risk anagement City Attorney ¶ Z`t - 6 1 APPROVED AS TO DEPARTMENTAL REQUIREMENTS: By: Victor T. Turner Director of the Department of Housing and Community Development Page 40 of 40 Exhibit A Legal Description of the Property Leasehold estate created by that Lease by and between the City of Miami, a Florida municipal corporation, as Landlord, and 5215 Flagier Street, LLC, a Florida limited liability company dated 2025, as evidenced by the Memorandum of Lease recorded , 2025, in Official Records Book , Page , over the following described lands: Lots 15, 16, 17, 18, 19, 2,0, 21, and 22 of COLSKY'S RE -SUBDIVISION, according to the Plat thereof, as recorded in Plat Book 13, at Page 16, of the Public Records of Miami -Dade County, Florida. Exhibit B WORK SCOPE / DEVELOPMENT SCHEDULE Flagler Villas The Flagler Villas project will be the new construction of a 6-story mid -rise multifamily building consisting of a total of 60 units located at 5215 W. Flagler Street in the Flagami neighborhood. All units will be one-bedroom/one-bathroom targeting elderly households at or below 30% of the area median income. All units will be city assisted with CPF and GOB funds. Estimated Date Building Permitting (Permit Ready) May/2025 Start of Construction November/2025 Construction Completion November/2026 Commence Affirmative Marketing July/2026 Initial Lease -Up (Leasing Activities Commence) October/2026 Stabilized Occupancy May/2028 Exhibit C Budget Category Amount PRE-DEVELOPMENT/CONSTRUCTION READY COSTS Architect & Engineering Fees $500,000.00 Impact & School Fees $10,000.00 Permits / Fees $490,000.00 Licenses / Environmental / Utility Fees $480,000.00 Surveys $20,000.00 Subtotal $1,500,000.00 Remaining Funds to be used $600,000 TOTAL 2,100,000.00 APPLICANT: CITY OF MIAMI DEPARTMENT OF COMMUNITY DEVELOPMENT SOURCES AND USES: NEW CONSTRUCTION/REHABILITATION AFFORDABLE RENTAL HOUSING 5215 Flagler Street, LLC PROJECT NAME: Flagler Villas Evidence of source must be included Financing Sources: Specify Name Total Project City of Miami HUD CPF: City of Miami GOB: Tax -Exempt First Mortgage Taxable First Mortgage Tax Credit Equity Investment Deferred Developer Fees Total Construction Sources Land Acquisition 100 100 100 Hard Costs 14,800,000 1,378,000 600,000 9,322,000 3,500,000 - 14,800,000 Construction ( incl. Site work) Construction Contingency 843,600 843,600 843,600 Construction: Concrete / Soil Test - Appliances - Construction Supervision GC Requirements / OH 2,072,000 2,072,000 2,072,000 Total Hard Costs 17,715,600 3,450,000 600,000 10,165,600 3,500,000 - - 17,715,600 Soft Costs 682,833 500,000 182,833 682,833 Arch Design, Civil Engineering Impact & School Fees 18,000 10,000 8,000 18,000 Permits / Fees 563,759 490,000 73,759 563,759 Legal Fees 647,000 647,000 647,000 Licenses / Environmental / Utility Fees 693,800 480,000 213,800 693,800 Appraisal / Surveys 47,500 20,000 27,500 47,500 Insurance: Construction Period 429,862 429,862 429,862 Marketing / Advertising Fees 50,000 50,000 50,000 Loan Closing / Financing Fees 678,350 678,350 678,350 Interest / Carrying Costs 1,216,600 1,216,600 1,216,600 Title Insurance & Recording 138,800 138,800 138,800 Temporary/Permanent Relocation Fees - - Taxes - - FF&E 225,000 225,000 225,000 For Use by City: City incurred costs 50,000 50,000 - 50,000 Other Soft Costs 1,090,616 979,308 111,308 1,090,616 Developer Fees & Overhead 4,287,968 - 2,087,981 2,199,987 4,287,968 Soft Cost Contingency 141,938 141,938 - 141,938 Total Soft Costs 10,962,026 50,000 1,500,000 4,334,400 2,877,639 2,199,987 10,962,026 Total Project Cost 28,677,726 3,500,000 2,100,000 14,500,000 3,500,000 2,877,739 2,199,987 28,677,726 Exhibit D Form of Disbursement Agreement DISBURSEMENT AGREEMENT FOR 5215 FLAGLER STREET, LLC (MIAMI FOREVER BOND FUNDS) This Disbursement Agreement for Miami Forever Bond funds ("Disbursement Agreement") is made as of this day of , 2025 by and between 5215 FLAGLER STREET, LLC, a Florida limited liability company (hereinafter the "Project Sponsor"), and the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City"). RECITALS WHEREAS, the Project Sponsor is developing a project known as Flagler Villas (the "Project"), that will increase the supply of rental housing units for Extremely Low Households in the community; and WHEREAS, on March 28, 2023, September 20, 2024, and as modified and affirmed on March 26, 2025, the City's Housing and Commercial Loan Committee ("HCLC") approved the allocation of Miami Forever Affordable Housing Limited Ad Valorem Bond ("Bond") funds in the amount of Two Million One Hundred Thousand and 00/100 Dollars ($2,100,000.00) for the development of the Project ("Bond Funds"), of which One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) are allocated for the' construction ready costs of the Project; and WHEREAS, on September 26, 2024, \the City Commission adopted Resolution No. R-24- 0373 approved the allocation of Bond Funds, in accordance with the terms and conditions of the HCLC Memo, as amended, and thereafter adopted and modified in Resolution No. R-25-0066 on February 27, 2025 to allocate an amount of Two Million One Hundred Thousand and 00/100 Dollars ($2,100,000.00) of which up to One Million Five Hundred Thousand and 00/100 Dollars ($1,500,000.00) will be used for the Project's construction ready costs (the "Construction Ready Bond Funds") of the Project; and WHEREAS, the funding commitment of the City to the Project Sponsor for the Bond Funds is more fully described in that certain Miami Forever Bond Loan Agreement of even date herewith (the "Loan Agreement"); and WHEREAS, the Project Sponsor and the City desire to establish the mechanism whereby the Project Sponsor will apply to receive the Bond Funds and the Construction Ready Bond Funds; NOW, THEREFORE, for and in consideration of the Project Sponsor's construction of the Project and the reciprocal agreements set forth herein, the Project Sponsor and the City agree as follows: ARTICLE I DISBURSEMENT PROCEDURE 1.1 This Disbursement Agreement establishes the conditions to the City's obligation to loan the Bond Funds and the Construction Ready Bond Funds to the Project Sponsor. The Project Sponsor may not request disbursement of funds pursuant to this Disbursement Agreement until such funds are needed for the reimbursement of eligible costs. Provided the City is obligated to disburse the Bond Funds and the Construction Ready Bond Funds pursuant to the Loan Agreement, the City will disburse such funds in accordance with this Article I. Page 1 of 6 1.2 The Project Sponsor shall submit draw requests for the Bond Funds, which draw requests will be submitted not more frequently than one (1) time per month. The City shall not fund any hard cost draw request in an amount that exceeds the City's initial contribution percentage of the entire development cost of the project. The Project Sponsor will submit or cause to be submitted the following documentation to the City: (a) Construction Ready Costs: (i) A Request for Disbursement for eligible costs as outlined in Section 2.2 of the Loan Agreement, in a form acceptable to the City, together with: (a) copies of invoices of those costs for which the Project Sponsor is requesting disbursement, and (b) copies of the Project Sponsor's checks in payment of each soft cost for which disbursement is being requested. (ii) Within thirty (30) days of the date of each Request for Disbursement, the Project Sponsor shall submit to the City copies of its cancelled checks confirming fmal payment of each cost included in such Request for Disbursement. (iii) Each Request for Disbursement of soft costs must be signed by the Project Sponsor. (b) Hard Costs: (i) A Request for Disbursement, in a form acceptable to the City, setting forth such details concerning construction of the Project as the City shall require, including: the amount paid to date to the General Contractor constructing the Project (the "Contractor") and pursuant to the contract for the construction of the Project between the Project Sponsor and the Contractor (the "Construction Contract"); the amounts, if any, paid directly by the Project Sponsor to subcontractors of the Contractor and material men; the amount then currently payable to the Contractor, broken down by trades; the amounts paid on account of the Contractor's construction fee; and the balance of the construction costs which will remain unpaid after the payment of the amount currently payable. (ii) Any Request for Disbursement must be submitted to the City by no later than the thirtieth (30th) day of each month. Each Request for Disbursement must be signed by the Project Sponsor, the architect for the Project and the Contractor. (iii) Applications for receiving Bond Funds for reimbursement of hard costs will include a Memorandum of Advance and such architectural documents as the City may require. The City Inspector, as described in Section 1.3 hereof, shall be required to certify with each draw request: the amount of work on the Project that has been completed; the good and acceptable workmanship of the Contractor and its subcontractors; compliance with approved fmal plans and specifications of the Project; and such other matters as the City may require. Lien waivers/releases shall be submitted to the City Inspector for review and approval before each disbursement. If the City requires that its title insurance policy be updated, the Project Sponsor shall also submit to the title insurance company all lien waivers/releases in connection with each proposed draw. All costs associated with the title insurance company updating the title insurance policy shall be paid by the Project Sponsor. (c) Such other information and documents at the City may require. Page 2 of 6 (d) Each Request for Disbursement shall constitute a representation and certification by the Project Sponsor and the Contractor to the City that: (i) The materials have been physically incorporated into the Project, free of liens and security interests, and that the construction of the Project to date has been performed substantially in accordance with the drawings and specifications and in a first- class workmanlike manner; (ii) All governmental licenses and permits required by the Project as then completed have been obtained and are available for inspection by the City; (iii) The Project as then completed does not violate any law, ordinance, rule, regulation, or order or decree of any court or governmental authority; and (iv) No event of default has occurred and is continuing and, to Project Sponsor's knowledge, there is no continuing default under the Construction Contract. (v) To Project Sponsor's knowledge, the Project Sponsor, the Contractor and each subcontractor has complied with all applicable Federal, state and local laws and regulations relating to labor standards and with HUD Handbook 1344.1 where applicable. (vi) OMITTED (vii) Each item for which reimbursement is requested in a Request for Disbursement is properly chargeable as 'a capital expense for federal income tax, accounting and state law purposes. 1.3 The City Inspector will review the work that is incorporated into the Project and for which each Request for Disbursement of the Bond Funds is submitted. The City Inspector will review and approve the fmal plans and specifications for the Project and will review and approve the draw requests based on the percentage of work completed. The City Inspector's reviews, approvals, and conclusions shall be for the sole benefit of the City. All construction change orders must receive prior written approval of the City Inspector. Change orders that have not received the prior written approval of the City Inspector shall not be approved for payment/ reimbursement by the City. 1.4 Within ten (10) business days of its receipt of a Request for Disbursement delivered pursuant to Section 1.2 hereof and without attempting to verify the completeness of same, the City will notify the City Inspector of the need to inspect the progress of construction work at the Project (the "Notification") and shall forward to the City Inspector the Request for Disbursement that has been delivered by the Project Sponsor. 1.5 The City Inspector shall complete its inspection and submit its report to the City within five (5) business days of receipt of the Notification. 1.6 If the City finds the materials submitted by the Project Sponsor and the report of inspection by the City Inspector to be satisfactory to the City and in accordance with the Loan Agreement, the City shall fund to the Project Sponsor the sum requested by the Project Sponsor or such lower sum as the City deems appropriate. Page 3 of 6 1.7 The City shall fund disbursements of the Bond Funds by no later than fourteen (14) business days after it has received both the Request For Disbursement, in the form required by Section 1.2 hereof, and the inspection report of the City Inspector, in the form required by Sections 1.2 and 1.3 hereof, provided that all necessary documentation is complete and correct. 1.8 The City shall retain five percent (5%) of the Bond Funds allocated to the Project Sponsor's hard costs until it has received confirmation that the project has been issued a certificate of occupancy or temporary certificate of occupancy, and at the Project Sponsor's sole cost, a final cost certification prepared by an independent certified public accountant, both in form and substance acceptable to the City. 1.9 The City reserves the right to refuse to fund any disbursement request(s) in the event that the City determines that the Project and/or the Project Sponsor are not in compliance with any local, state or federal law or requirement. 1.10 Disbursements for other than hard costs, if permitted pursuant to the Loan Agreement, shall be made in accordance with the City of Miami Department of Housing and Community Development Disbursement of Funds Checklist. ARTICLE II MISCELLANEOUS 2.1 This Agreement may only be amended in writing by all the parties hereto. 2.2 This Disbursement Agreement, the Loan Agreement and the other documents executed by the parties in connection therewith constitute the entire agreement between the parties hereto and no other agreements or representations, unless incorporated in this Disbursement Agreement, shall be binding upon any of the parties hereto. 2.3 All capitalized terms not defined herein shall have the meanings provided in the Loan Agreement. 2.4 In the event litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this Disbursement 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. "2.5 This Disbursement 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 Disbursement Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Disbursement 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 Disbursement Agreement upon request. [SIGNATURES ON FOLLOWING PAGE] Page 4 of 6 IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Project Sponsor and the City on the date first above written. PROJECT SPONSOR: PROJECT SPONSOR: 5215 FLAGLER STREET, LLC, a Florida limited liability company BY: 5215 FLAGLER STREET MANAGER, LLC, a Florida limited liability company, its manager By:a,.1 Tony Del Pozzo Title: Vice President ACKNOWLEDGMENT STATE OF FLORIDA } COUNTY OF MIAMI-DADE } SS: The foregoing instrument was acknowledged before me by means of physical presence or CIonline notarization, this Z) dmay of AO , 2025 Tony Del Pozzo as Vice President of 5215 Flagler Street Manager, LLC, a Florida limited liability company, the manager of 5215 FLAGLER STREET, LLC, a Florida limited liability company. She/He is personally known to me or has produced as identification. (NOTARY PUBLIC SEAL) Notary Public State of Florida Jazzine C. Herrera My Commission HH 465431 Expires 1/8/2028 Signature of Person Taking Acknowledgment (Printed, Typed, or Stamped Name of Notary Public) c 7Z nt. We e-101 Serial Number, if any \ Lt-51 Page 5 of 6 IN WITNESS WHEREOF, this Disbursement Agreement has been executed by the Project Sponsor and the City on the date first above written. ATTEST: d B. Ha City Clerk Date: 5 1 \ T a.:a 5 Approved by Housing and Community Development Department: Victor T. Turner Director APPROVED AS TO FORM AND CORRECTNESS: Georg/K. Wyso City Attorney CITY: City of Miami, a municipal corporation of the State of Flo By: Arthur Noriega V City Manager Page 6 of 6 Exhibit E Affirmative Marketing Procedures and Responsibilities Note to all applicants/respondents: This form was developed with Nuance, the official HUD software for the creation of HUD forms. HUD has made available instructions for downloading a free installation of a Nuance reader that allows the user to fill-in and save this form in Nuance. Please see htto://oortal.hud.00v/hudoortal/documents/huddoc?id=nuancereaderinstall.odf for the instructions. Using Nuance software is the only means of completing this form. Affirmative Fair Housing Marketing Plan (AFHMP) - Multifamily Housing U.S. Department of Housing and Urban Development Office of Fair Housing and Equal Opportunity OMB Approval No. 2529-0013 (exp.12/31 /2016) la. Project Name & Address (including City, County, State & Zip Code) Flagler Villas 5215 W. Flagler Street, Miami, FL 33134 1b. Project Contract Number lc. No. of Units TBD Id. Census Tract 60 57.08 le. Housing/Expanded Housing Market Area Housing Market Area: City of Miami District 4 Expanded Housing Market Area: City of Miami lf. Managing Agent Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Marilyn Pascual, TRG Management, LLLP. 2200 N Commerce Parkway, Ste. 100, Weston FL 33326; mpascual@relatedgroup.com;(305) 442-8628 Ext 104 1g. Application/Owner/Developer Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Tony Del Pozzo, Related Urban Development Group, 2850 Tigertail Avenue, Suite 800, Miami, Florida 33133; 1h. Entity Responsible for Marketing (check all that apply) ✓0 Owner 0✓ Agent 0 Other (specify) Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address Marilyn Pascual, TRG Management, LLLP. 2200 N Commerce Parkway, Ste. 100, Weston FL 33326; mpascual@relatedgroup.com;(305) 442-8628 Ext 104 1i. To whom should approval and other correspondence concerning this AFHMP be sent? Indicate Name, Address (including City, State & Zip Code), Telephone Number & E-Mail Address. Jameela Duhayat, Compliance Director, 2200 N Commerce Parkway, Ste 100, Weston, FL 33326 Ph# 954-686-7900 ext. 137, jameeia.duhayat@relatedgroup.com 2a. Affirmative Fair Housing Marketing Plan Plan Type Initial Plan Reason(s) for current update: Date of the First Approved AFHMP: 2b. HUD -Approved Occupancy of the Project (check all that apply) El Elderly El Family Mixed (Elderly/Disabled) ❑ Disabled 2c. Date of Initial Occupancy TBD 2d. Advertising Start Date Advertising must begin at !east 90 days prior to initial or renewed occupancy for new construction and substantial rehabilitation projects. Date advertising began or will begin TBD For existing projects, select below the reason advertising will be used: To fill existing unit vacancies 0✓ To place applicants on a waiting list El (which currently has To reopen a closed waiting list � (which currently has individuals) individuals) Previous editions are obsolete Page 1 of 8 Form HUD-935.2A(12/2011) 3a. Demographics of Project and Housing Market Area Compete and submit Worksheet 1. 3b. Targeted Marketing Activity Based on your completed Worksheet 1, indicate which demographic group(s) in the housing market area is/are least likely to apply for the housing without special outreach efforts. (check all that apply) 0 While Q American Indian orAlaska Native IDAsian Q Native Hawaiian or Other Pacific Islander ❑ Hispanic or Latino ❑ Families with Children ['Other ethnic group, religion, etc. (specify) ❑ Black or African American ❑✓ Persons with Disabilities 4a. Residency Preference Is the owner requesting a residency preference? If yes, complete questions 1 through 5. If no, proceed to Block 4b. (1) Type Please Select Type No (2) Is the residency preference area: The same as the AFHMP housing/expanded housing market area as identified in Block le? Please Select Yes or No The same as the residency preference area of the local PHA in whose jurisdiction the project is located? (3) What is the geographic area for the residency preference? 'Please Select Yes or No (4) What is the reason for having a residency preference? (5) How do you plan to periodically evaluate your residency preference to ensure that it is in accordance with the non-discrimination and equal opportunity requirements in 24 CFR 5.105(a)? Complete and submit Worksheet 2 when requesting a residency preference (see also 24 CFR 5.655(c)(1)) for residency preference requirements. The requirements in 24 CFR 5.655(c)(1) will be used by HUD as guidelines for evaluating residency preferences consistent with the applicable HUD program requirements. See also HUD Occupancy Handbook (4350.3) Chapter 4, Section 4.6 for additional guidance on preferences. 4b. Proposed Marketing Activities: Community Contacts Complete and submit Worksheet 3 to describe your use of community contacts to market the project to those least likely to apply. 4c. Proposed Marketing Activities: Methods of Advertising Complete and submit Worksheet 4 to describe your proposed methods of advertising that will be used to market to those least likely to apply. Attach copies of advertisements, radio and television scripts, Internet advertisements, websites, and brochures, etc. Previous editions are obsolete Page 2 of 8 Form HUD-935.2A (12/2011) 5a. Fair Housing Poster The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Check below all locations where the Poster will be displayed. Rental Office 0 Real Estate Office ❑ Model Unit Z Other (specify) 5b.Affirmative Fair Housing Marketing Plan The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check below all locations where the AFHMP will be made available. Q Rental Office Real Estate Office 0 Model Unit 0 Other (specify) Sc. Project Site Sign Project Site Signs, if any, must display in a conspicuous position the HUD approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.620(f)). Check below all locations where the Project Site Sign will be displayed. Please submit photos of Project signs. ❑✓ Rental Office 0 Real Estate Office El Model Unit Q Entrance to Project ❑ Other (specify) The size of the Project Site Sign will be 3' x 5' The Equal Housing Opportunity logo or slogan or statement will be 4" x 4" 6. Evaluation of Marketing Activities Explain the evaluation process you will use to determine whether your marketing activities have been successful in attracting individuals least likely to apply, how often you will make this determination, and how you will make decisions about future marketing based on the evaluation process. TRG Management Company reviews our waiting list and current resident demographics and compare these to the census demographics for our community on an annual basis or sooner, if needed. In doing so, we will determine if those populations least likely to apply to the property are now more represented on the waiting list as well as the current residents and will evaluate our marketing efforts if improvements are necessary. When waiting list is open, TRG Management Company will contact the community contacts to advise on opening of waiting list. Previous editions are obsolete Page 3 of 8 Form HUD-935.2A (12/2011) 7a. Marketing Staff What staff positions are/will be responsible for affirmative marketing? Property Manager, Regional Manager, Regional Vice President and Compliance Manager 7b. Staff Training and Assessment AFHMP (1) Has staff been trained on the AFHMP? (2) Has staff been instructed in writing and orally on non-discrimination and fair housing policies as required by 24 CFR 200.620(c)? (3) 1f yes, who provides instruction on the AFHMP and Fair Housing Act, and how frequently? Yes Yes Annual training required by 3rd party training providers. Additionally, participation in SAHMA workshops, Local housing workshops, at least once per year. (4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing Act? (5) f yes, how and how often? Yes Once per year 7c. Tenant Selection Training/Staff (1) Has staff been trained on tenant selection in accordance with the project's occupancy policy, including any residency preferences? Yes (2) What staff positions are/will be responsible for tenant selection? Property Manager, Regional Manager, Regional Vice President and Compliance 7d. Staff Instruction/Training: Describe AFHM/Fair Housing Act staff training, already provided or to be provided, to whom it was/will be provided, content of training, and the dates of past and anticipated training. Please include copies of any AFHM/Fair Housing staff training materials. Employees are trained by 3rd party companies at least once a year, outsourced by TRG Management. All senior staff members of TRG Management Company have obtained Certificate of Occupancy Specialist (COS) certification and Housing Credit Certified Professional (HCCP) certification. Both certifications focus on regulatory compliance and have ongoing training that updates professionals on changes on various regulations and requirement. All property management staff member attend annual Fair Housing Training, attend regular HUD update training and Annual Florida Housing Finance Corporation tax credit and compliance training. Our management team is well equipped and educated, such as our Regional Compliance Director, Jameela Duhayat, has attended regularly workshops from Florida Housing Finance Corporation on the Basics of Affordable Housing, Fair Housing and Compliance Training. The Co -President, Marilyn Pascual, has frequently attended workshops regarding the same matters. Previous editions are obsolete Page 4 of 8 Form HUD-935.2A (12/2011) 8. Additional Considerations Is there anything else you would like to tell us about your AFHMP to help ensure that your program is marketed to those least likely to apply for housing in your project? Please attach additional sheets, as needed. TRG Management Company mandates that all employees attend continuing education classes to ensure Fair Housing and Equal Opportunity requirements are met and to acquire the skills necessary to implement adequate AFHMP and tenant selection procedures. 9. Review and Update By signing this form, the applicant/respondent agrees to implement its AFHMP, and to review and update its AFHMP in accordance with the instructions to item 9 of this form in order to ensure continued compliance with HUD's Affirmative Fair Housing Marketing Regulations (see 24 CFR Part 200, Subpart M). I hereby certify that all the information stated herein, as well as any information provided in the accompaniment herewith, is true and accurate. Warning: HUD will prosecute false claims and statements. Conviction may result in criminal and/or civil penalties. (See 18 U.S.C. 1001, 1010, 1012; 31 U.S.C. 3729, 3802). Signature of person submitting this Plan & Date of Submission (mm/dd/yyyy) Le Name (type or print) 7/26/2024 Tony Del Pozzo Title & Name of Company Vice President, RUDG For HUD -Office of Housing Use Only Reviewing Official: For HUD -Office of Fair Housing and Equal Opportunity Use Only ElApproval Disapproval Signature & Date (mm/dd/yyyy) Signature & Date (mmlddlyyyy) Name (type or print) Title Name (type or print) Title Previous editions are obsolete Page 5 of 8 Form HUD-935.2A (12/2011) Public reporting burden for this collection of information is estimated to average six (6) hours per initial response, and four (4) hours for updated plans, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid Office of Management and Budget (OMB) control number. Purpose of Form: All applicants for participation in FHA subsidized and unsubsidized multifamily housing programs with five or more units (see 24 CFR 200.615) must complete this Affirmative Fair Housing Marketing Plan (AFHMP) form as specified in 24 CFR 200.625, and in accordance with the requirements in 24 CFR 200.620. The purpose of this AFHMP is to help applicants offer equal housing opportunities regardless of race, color, national origin, religion, sex, familial status, or disability. The AFHMP helps owners/agents (respondents) effectively market the availability of housing opportunities to individuals of both minority and non -minority groups that are least likely to apply for occupancy. Affirmative fair housing marketing and planning should be part of all new construction, substantial rehabilitation, and existing project marketing and advertising activities. An AFHM program, as specified in this Plan, shall be in effect for each multifamily project throughout the life of the mortgage (24 CFR 200.620(a)). The AFHMP, once approved by HUD, must be made available for public inspection at the sales or rental offices of the respondent (24 CFR 200.625) and may not be revised without HUD approval. This form contains no questions of a confidential nature. Applicability: The form and worksheets must be completed and submitted by all FHA subsidized and unsubsidized multifamily housing program applicants. INSTRUCTIONS: Send completed form and worksheets to your local HUD Office, Attention: Director, Office of Housing Part 1: ApplicantlRespondent and Project Identification. Blocks la, lb, lc, 1 g, lh, and 1 i are self- explanatory. Block 1d- Respondents may obtain the Census tract number from the U.S. Census Bureau (htto://factfinder2.census.00vimain.html) when completing Worksheet One. Block le- Respondents should identify both the housing market area and the expanded housing market area for their multifamily housing projects. Use abbreviations if necessary. A housing market area is the area from which a multifamily housing project owner/agent may reasonably expect to draw a substantial number of its tenants. This could be a county or Metropolitan Division. The U.S. Census Bureau provides a range of levels to draw from. An expanded housing market area is a larger geographic area, such as a Metropolitan Division or a Metropolitan Statistical Area, which may provide additional demographic diversity in terms of race, color, national origin, religion, sex, familial status, or disability. Block 1f- The applicant should complete this block only if a Managing Agent (the agent cannot be the applicant) is implementing the AFHMP. Part 2: Type of AFHMP Block 2a- Respondents should indicate the status of the AFHMP, i.e., initial or updated, as well as the date of the first approved AFHMP. Respondents should also provide the reason (s) for the current update, whether the update is based on the five-year review or due to significant changes in project or local demographics (See instructions for Part 9). Block 2b- Respondents should identify all groups HUD has approved for occupancy in the subject project, in accordance with the contract, grant, etc. Block 2c- Respondents should specify the date the project was/will be first occupied. Block 2d- For new construction and substantial rehabilitation projects, advertising must begin at least 90 days prior to initial occupancy. In the case of existing projects, respondents should indicate whether the advertising will be used to fill existing vacancies, to place individuals on the project's waiting list, or to re -open a closed waiting list. Please indicate how many people are on the waiting list when advertising begins. Previous editions are obsolete Page 6 of 8 Form HUD 935.2A (12/2011) Part 3 Demographics and Marketing Area. "Least likely to apply" means that there is an identifiable presence of a specific demographic group in the housing market area, but members of that group are not likely to apply for the housing without targeted outreach, including marketing materials in other languages for limited English proficient individuals, and altemative formats for persons with disabilities. Reasons for not applying may include, but are not limited to, insufficient information about housing opportunities, language barriers, or transportation impediments. Block 3a - Using Worksheet 1, the respondent should indicate the demographic composition of the project's residents, current project applicant data, census tract, housing market area, and expanded housing market area. The applicable housing market area and expanded housing market area should be indicated in Block le. Compare groups within rows/across columns on Worksheet 1 to identify any under -represented group(s) relative to the surrounding housing market area and expanded housing market area, i.e., those group(s) "least likely to apply" for the housing without targeted outreach and marketing. If there is a particular group or subgroup with members of a protected class that has an identifiable presence in the housing market area, but is not included in Worksheet 1, please specify under "Other." Respondents should use the most current demographic data from the U.S. Census or another official source such as a local government planning office. Please indicate the source of your data in Part 8 of this form. Block 3b - Using the information from the completed Worksheet 1, respondents should identify the demographic group(s) least likely to apply for the housing without special outreach efforts by checking all that apply. Part 4 - Marketing Program and Residency Preference (if any). Block 4a - A residency preference is a preference for admission of persons who reside or work in a specified geographic area (see 24 CFR 5.655(c)(1)(ii)). Respondents should indicate whether a residency preference is being utilized, and if so, respondents should specify if it is new, revised, or continuing. If a respondent wishes to utilize a residency preference, it must state the preference area (and provide a map delineating the precise area) and state the reason for having such a preference. The respondent must ensure that the preference is in accordance with the non- discrimination and equal opportunity requirements in 24 CFR 5.105(a) (see 24 CFR 5.655(c)(1)). Respondents should use Worksheet 2 to show how the percentage of the eligible population living or working in the residency preference area compares to that of residents of the project, project applicant data, census tract, housing market area, and expanded housing market area. The percentages would be the same as shown on completed Worksheet 1_ Block 4b - Using Worksheet 3, respondents should describe their use of community contacts to help market the project to those least likely to apply. This table should include the name of a contact person, his/her address, telephone number, previous experience working with the target population(s), the approximate date contact was/will be initiated, and the specific role the community contact will play in assisting with affirmative fair housing marketing or outreach. Block 4c - Using Worksheet 4, respondents should describe their proposed method(s) of advertising to market to those least likely to apply. This table should identify each media option, the reason for choosing this media, and the language of the advertisement. Alternative formats) that will be used to reach persons with disabilities, and logo(s) that will appear on the various materials (as well as their size) should be described. Please attach a copy of the advertising or marketing material. Part 5 — Availability of the Fair Housing Poster, AFHMP, and Project Site Sign. Block 5a - The Fair Housing Poster must be prominently displayed in all offices in which sale or rental activity takes place (24 CFR 200.620(e)). Respondents should indicate all locations where the Fair Housing Poster will be displayed. Block 5b -The AFHMP must be available for public inspection at the sales or rental office (24 CFR 200.625). Check all of the locations where the AFHMP will be available. Block 5c -The Project Site Sign must display in a conspicuous position the HUD -approved Equal Housing Opportunity logo, slogan, or statement (24 CFR 200.620(f)). Respondents should indicate where the Project Site Sign will be displayed, as well as the size of the Sign and the size of the logo, slogan, or statement. Please submit photographs of project site signs. Previous editions are obsolete Page 7 of 8 Form HUD-935.2A (12/2011) Part 6 - Evaluation of Marketing Activities. Respondents should explain the evaluation process to be used to determine if they have been successful in attracting those individuals identified as least likely to apply. Respondents should also explain how they will make decisions about future marketing activities based on the evaluations. Part 7- Marketing Staff and Training. Block 7a -Respondents should identify staff positions that are/will be responsible for affirmative marketing. Block 7b - Respondents should indicate whether staff has been trained on the AFHMP and Fair Housing Act. Please indicate who provides the training and how frequently. In addition, respondents should specify whether they periodically assess staffmembers' skills in using the AFHMP and in applying the Fair Housing Act. They should state how often they assess employee skills and how they conduct the assessment.• Block 7c - Respondents should indicate whether staff has been trained on tenant selection in accordance with the project's occupancy policy, including residency preferences (if any). Respondents should also identify those staff positions that are/will be responsible for tenant selection. Block 7d - Respondents should include copies of any written materials related to staff training, and identify the dates of past and anticipated training. Part 8 - Additional Considerations. Respondents should describe their efforts not previously mentioned that were/are planned to attract those individuals least likely to apply for the subject housing. Part 9 - Review and Update. By signing the respondent assumes responsibility for implementing the AFHMP. Respondents must review their AFHMP every five years or when the local Community Development jurisdiction's Consolidated Plan is updated, or when there are significant changes in the demographics of the project or the local housing market area. When reviewing the plan, the respondent should consider the current demographics of the housing market area to determine if there have been demographic changes in the population in terms of race, color, national origin, religion, sex, familial status, or disability. The respondent will then determine if the population least to likely to apply for the housing is still the population identified in the AFHMP, whether the advertising and publicity cited in the current AFHMP are still appropriate, or whether advertising sources should be modified or expanded. Even if the demographics of the housing market area have not changed, the respondent should determine if the outreach currently being performed is reaching those it is intended to reach as measured by project occupancy and applicant data. If not, the AFHMP should be updated. The revised AFHMP must be submitted to HUD for approval. HUD may review whether the affirmative marketing is actually being performed in accordance with the AFHMP. If based on their review, respondents determine the AFHMP does not need to be revised, they should maintain a file documenting what was reviewed, what was found as a result of the review, and why no changes were required. HUD may review this documentation. Notification of Intent to Begin Marketing. No later than 90 days prior to the initiation of rental marketing activities, the respondent must submit notification of intent to begin marketing. The notification is required by the AFHMP Compliance Regulations (24 CFR 108.15). The Notification is submitted to the Office of Housing in the HUD Office servicing the locality in which the proposed housing will be located. Upon receipt of the Notification of Intent to Begin Marketing from the applicant, the monitoring office will review any previously approved plan and may schedule a pre -occupancy conference. Such conference will be held prior to initiation of sales/rental marketing activities. At this conference, the previously approved AFHMP will be reviewed with the applicant to determine if the plan, and/or its proposed implementation, requires modification prior to initiation of marketing in order to achieve the objectives of the AFHM regulation and the plan. OMB approval of the AFHMP includes approval of this notification procedure as part of the AFHMP. The burden hours for such notification are included in the total designated for this AFHMP form. Previous editions are obsolete Page 8 of 8 Form HUD-935.2A (12/2011) Worksheet 1: Determining Demographic Groups Least Likely to Apply for Housing Opportunities (See AFHMP, Block 3b) In the respective columns below, indicate the percentage of demographic groups among the project's residents, current project applicant data, census tract, housing market area, and expanded housing market area (See instructions to Block le). If you are a new construction or substantial rehabilitation project and do not have residents or project applicant data, only report information for census tract, housing market area, and expanded market area. The purpose of this information is to identify any under -representation of certain demographic groups in terms of race, color, national origin, religion, sex, familial status, or disability. If there is significant under -representation of any demographic group among project residents or current applicants in relation to the housing/expanded housing market area, then targeted outreach and marketing should be directed towards these individuals least likely to apply. Please indicate under -represented groups in Block 3b of the AFHMP. Please attach maps showing both the housing market area and the expanded housing market area. Demographic Characteristics Project's Residents Project's Applicant Data Census Tract Housing Market Area Expanded Housing Market Area % White 46% 45.4% 46.8% % Black or African American r 3.1% 14.1% 15.9% % Hispanic or Latino %Asian % American Indian or Alaskan Native 91 9% 72.3% 68.8% 0% 1.5% 1.5% j 0% .2% .3% % Native Hawaiian or Pacific Islander 0% 0% 0% %Persons with Disabilities 15.7% 11.6% 10.2% % Families with Children under the age of 18 13.5% 22.5% 31.3% Other (specify) ` Worksheet 2: Establishing a Residency Preference Area (See AFHMP, Block 4a) Complete this Worksheet if you wish to continue, revise, or add a residency preference, which is a preference for admission of persons who reside or work in a specified geographic area (see 24 CFR 5.655(c)(1)(ii)). If a residency preference is utilized, the preference must be in accordance with the non-discrimination and equal opportunity requirements contained in 24 CFR 5.105(a). This Worksheet will help show how the percentage of the population in the residency preference area compares to the demographics of the project's residents, applicant data, census tract, housing market area, and expanded housing market area. Please attach a map clearly delineating the residency preference geographical area. Demographic Characteristics Project's Residents (as determined in Worksheet 1) Project's Applicant Data (as determined in Worksheet 1) Census Tract (as determined in Worksheet 1) Housing Market Area (as determined in Worksheet 1) Expanded Housing Market Area (as determined in Worksheet 1) Residency Preference Area (if applicable) % White % Black or African American ' % Hispanic or Latino % Asian % American Indian or Alaskan Native % Native Hawaiian or Pacific Islander % Persons with Disabilities % Families with Children under the age of 18 Other (specify) Worksheet 3: Proposed Marketing Activities —Community Contacts (See AFHMP, Block 4b) For each targeted marketing population designated as feast likely to apply in Block 3b, identify at least one community contact organization you will use to facilitate outreach to the particular population group. This could be a social service agency, religious body, advocacy group, community center, etc. State the names of contact persons, their addresses, their telephone numbers, their previous experience working with the target population, the approximate date contact was/will be initiated, and the specific role they will play in assisting with the affirmative fair housing marketing. Please attach additional pages if necessary. Targeted Population(s) Community Contact(s), including required information noted above. American Indian or Alaska Native Seminole Tribe of Florida Attn: Mitchell Cypress -President 6300 Sterling Road. Hollywood, Florida 33024; PH#: 954-966-6300 Since founded in 1957. Monthly letter will be sent Asian Asian American Justice Center Attn: Jiny Kim -Vice President, Policy and Programs 1620 L Street NW #1050. Washington, DC 20036; PH#: 202-296-2300 ext.141 Since founded in 1991. Monthly letter will be sent Native Hawaiian or Pacific Islander Asian Pacific Islander American Public Affairs - Attn: Muthusamy Swami- President P.O. BOX 770322. Orlando, FL 32877; PH#: 916-928-9988 Since founded in 2001. Monthly letter will be sent Black or African American African American Cultural Society Attn: Edmund G Pinto Jr P.O. BOX 350607 Palm Coast, FL 32135. PH# 386-447-7030 Since founded in 1991. Monthly letter will be sent Worksheet 4: Proposed Marketing Activities — Methods of Advertising (See AFHMP, Block 4c) Complete the following table by identifying your targeted marketing population(s), as indicated in Block 3b, as well as the methods of advertising that will be used to market to that population. For each targeted population, state the means of advertising that you will use as applicable to that group and the reason for choosing this media. In each block, in addition to specifying the media that will be used (e.g., name of newspaper, television station, website, location of bulletin board, etc.) state any language(s) in which the material will be provided, identify any alternative format(s) to be used (e.g. Braille, large print, etc.), and specify the logo(s) (as well as size) that will appear on the various materials. Attach additional pages, if necessary, for further explanation. Please attach a copy of the advertising or marketing material. Targeted Population(s)-+ Methods of Advertising 1 Targeted Population: Targeted Population: Targeted Population: Newspaper(s) Applicants that Hispanic or Latino Miami Herald/EI Nuevo Herald qualify under the program requirements Radio Station(s) TV Station(s) Electronic Media Black or African American Native American or Pacific Islanders TRG Management Website Asian Bulletin Boards Brochures, Notices, Flyers ' Other (specify) Tenants that qualify under the program requirements All Demographics Resident Referral Program Exhibit F Signage Requirements Building Better Neighborhoods Mayor Francis Suarez NAME OF PROJECT SECOND LINE THIRD LINE Francis Suarez Mayor Miguel Angel Gabela District 1 Damian Pardo District 2 Joe Carollo District 3 Manolo Reyes District 4 Christine King District 5 Arthur Noriega, V City Manager EQUAL HOUSING OPPORTUNITY Project Construction Cost: $1,234,567 City Contribution: $1,234,567 www.miami.gov (305) 416-2080 '40 MIAMI FOREVER -BONDS--- This Project is located in District 4 represented by City of Miami Commissioner Manolo Reyes Exhibit G Insurance Requirements INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE - CONSTRUCTION REQUIREMENTS - MFB LOAN AGREEMENTS FOR 5215 FLAGLER STREET I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 B. Endorsements Required City of Miami listed as an Additional Insured Contingent and Contractual Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Extended Completed Operations Endorsement proving 3 years coverage extension following project completion, including City as additional insured Including Crane and Rigging Liability, as applicable II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 B., Endorsements Required City of Miami included as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit IV. Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $2,000,000 Aggregate $2,000,000 City of Miami listed as an additional Insured. Coverage is excess follow form over all liability polices contained herein. V. Professional Liability/Errors & Omissions Any licensed design professional work such as that provided by architects, engineers, construction consultants, etc., shall maintain professional liability insurance: Each Claim Policy Aggregate $2,000,000 $2,000,000 If claims made, retro Date applies prior to contract inception. Coverage is to be maintained and applicable for a minimum of 3 years following contract completion. VI. Payment and Performance Bond $TBD City listed as Obligee VII. Builders' Risk Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Total Cost of Renovation Deductible: $250,000 All other Perils $1,000,000 Water Damager 5% Maximum on Wind/Hail, Earth Movement and Flood A. Coverage Extensions: City of Miami listed as loss payee Including Storage and transport of materials, equipment, supplies of any kind to be used on or incidental to the project. Equipment Breakdown for testing of al mechanized, pressurized, or electrical equipment. VIII. Safety/claims and deductibles Safety and loss control shall be exercised at all times by the Contractor for the protection of all persons, employees, and property. Any hazardous conditions must - be promptly identified, reported, and action taken to mitigate as soon as possible. Notice of claims/accidents/incidents associated with this agreement shall be reported to the Contractor's insurance company and to the City's Risk Management department as soon as practical. The Contractor has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co-insurance penalty, or self -insured retention; including any loss not covered because of the operation of such deductible, co-insurance penalty, self -insured retention, or coverage exclusion or limitation. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE— MFB LOAN AGREEMENT FOR 5215 FLAGLER STREET I. Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 300,000 Endorsements Required City of Miami included as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability B. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $500,000 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. INSURANCE REQUIREMENTS —LEASEHOLD MORTGAGE AND SECURITY AGREEMENT —FOR 5215 FLAGLER STREET I. Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 Endorsements Required Mortgagee listed as an additional insured Primary Insurance Clause Endorsement Hired and Non Owned Auto Included II. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit Letter may be provided if less than (4) employees III. PROPERTY Commercial Property Insurance covering the Building and Business Personal Property owned by Borrower. Commercial property insurance shall, at a minimum, cover the perils insured- under the - ISO Special Causes of Loss Special Form (CP 10 30), or a substitute form providing equivalent coverages written on an All Risk or Direct Physical Loss or Damage basis with no coinsurance, including wind and named storm coverage and hail not to exceed 5% deductible depending on 'market conditions, /along with earth movement and flood. Coverage should -be included for debris removal, and demolition and increased cost of construction that are caused by legal, requirements regulating the construction or repair of damaged facilities or subject property, including an ordinance and law endorsement, in an amount of not less than the replacement cost of the property insured and leasehold improvements (exclusive of foundation and excavation costs), trade fixtures and floor coverings. In addition, the policy should afford coverage for sprinkler leakage, extended coverage including vandalism and malicious mischief, as well as coverage for business income relative to loss of rents, along with boiler and machinery coverage, if applicable. The amount of insurance shall equal the full estimated replacement cost of all real and business personal property owned by Borrower. The Mortgagee shall be included as loss payee under the commercial property insurance. IV. Umbrella Liability Each Occurrence Policy Aggregate $2,000,000 $2,000,000 Mortgagee listed as additional insured. Coverage is excess follow form over the liability policies contained herein. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with thefollowing qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. EXHIBIT "H". ANTI -HUMAN TRAFFICKING AF'F'IIiAVIT 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; "nongovern.mental 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 amain officer, a representative, or individual of the nongovernmental, entity... : authorized to execute this Anti-Human:Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT, Nongovernmental Entity/Individual: 5215 Flagler Street, LLC Name: Tony Del Pozzo. Signature: 7 9,49 Office Address: : Title: Vice President 850 Tigertail Ave., #800 Miami, Florida 33133 Email.Address:::tony@relatedgroup.com : Main Phone Number. 305-460-9900 Schedule A Permitted Senior Financing 1. Bond Loan from the Housing Finance Authority of Miami -Dade County, Florida (the "Governmental Lender") in the approximate amount of $14,500,000.00 (the "Bond Loan"), to be assigned to the Bank of New York Mellon Trust Company, N.A. ("Fiscal Agent"). The Bond Loan will be funded with proceeds from a separate loan to be made to the Governmental Lender by SouthState Bank, in its capacity as funding lender in the approximate amount of $14,500,000.00 (the "Funding Loan"). The Bond Loan will convert to a Permanent Loan from Grandbridge Real Estate Capital LLC ("Grandbridge") upon the purchase of the Funding Loan by Grandbridge. 2. Construction Loan from SouthState Bank in the approximate amount of $3,500,000.00. Schedule B Permitted Subordinate Financing 1. Loan from the City of Miami in the approximate amount of $3,500,000.00.