HomeMy WebLinkAbout25647AGREEMENT INFORMATION
AGREEMENT NUMBER
25647
NAME/TYPE OF AGREEMENT
5215 FLAGLER STREET, LLC
DESCRIPTION
LOAN AGREEMENT/FLAGLER VILLAS NEW CONSTRUCTION
OF MULTIFAMILY RENTAL BUILDING/FILE ID: 17237/R-25-
0061/MATTER ID: 25-833/#90
EFFECTIVE DATE
July 2, 2025
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
6/30/2025
DATE RECEIVED FROM ISSUING
DEPT.
7/9/2025
NOTE
COMMUNITY PROJECT FUNDING
LOAN AGREEMENT FOR
5215 FLAGLER STREET, LLC
This Community Project Funding Grant Loan Agreement for Flagler Villas (this "Loan
Agreement" or "Agreement") is dated as of this 2'd day of July, 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: ECONOMIC DEVELOPMENT INITIATIVE
COMMUNITY PROJECT FUNDING GRANT
AMOUNT: Three Million, Five Hundred Thousand and 00/100 Dollars
($3,500,000.00)
RESOLUTION: The City of Miami Housing and Commercial Loan
Committee approval of March 26, 2025, and City of Miami
Resolutions No. R- 24-0424
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:
IDIS NUMBER:
ORACLE NUMBER:
PROPERTY ADDRESS:
Sixty (60) of the Affordable Units shall be CPF Assisted
Units for eligible individuals and shall be allocated for
Extremely Low Income households (30% AMI)
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
Exhibit I Form of Leasehold Mortgage and Security Agreement
Exhibit J Form of Declaration of Restrictive Covenants
Exhibit K Form of Rent Regulatory Agreement
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 October 24, 2024, the City Commission adopted Resolution No. R-24-
0424 accepting the Economic Development Initiative Community Project Funding grant funds in
the amount of Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) (the
"CPF Funds") from the United States Congress and Administered by the United States Depth liiient
of Housing and Urban Development ("HUD") to fund the Project; and
WHEREAS, on March 26, 2025, the City's Housing and Commercial Loan Committee
("HCLC") approved the allocation of the CPF Funds in the amount of Three Million, Five Hundred
Thousand and 00/100 Dollars ($3,500,000.00) for the development of the Project ("HCLC
Memo"); and
WHEREAS, the allocation of CPF Funds, shall be subject to and in accordance with the
terms and conditions of that certain FY 2024 Community Project Funding Grant Agreement No.
B-24-CP-FL-0639, dated May 9, 2025, between the City and HUD (the "HUD Grant Agreement"),
the HCLC Memo, as amended, and Resolution No. R-24-0424 adopted on October 24, 2024, to
fund the Project; and
WHEREAS, the City and the Borrower intend and agree that the CPF Funds be subject to
the terms and conditions of this Agreement.
Page 2 of 40
NOW THEREFORE, in consideration of the mutual covenants and obligations herein
contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand
and agree as follows:
ARTICLE I
DEFINITIONS
The City and the Borrower hereby agree that the capitalized terms used herein shall have
the meanings set forth below unless the context requires otherwise:
1.1 Affordability Period: The affordability period for this Project shall be thirty (30)
years, commencing on the Close -Out of the Project.
1.2 Affordable: A project or unit that satisfies the requirements set forth in
24 C.F.R. Part 92.
1.3 Assisted Unit(s) or
CPF Assisted Unit(s) or
City Assisted Units:
1.4 Close -Out of the Project
or Project Completion:
1.5 Code:
Of the Project's total sixty (60) units, all sixty (60) units will
be CPF Assisted Units. All sixty (60) CPF Assisted Units
shall be allocated for Extremely Low Income Households.
The payable rents on the CPF Assisted Units are subject to
the Covenant and the Rent Regulatory Agreement. Further
restrictions apply to the CPF Assisted Units as provided in
and this Agreement, the Covenant, the other Loan
Documents and the Legal Requirements, as applicable. The
CPF Assisted Units shall remain Affordable throughout the
Affordability Period.
The date on which the Project has obtained all of the required
certificate(s) of occupancy, all CPF Assisted Units have
been leased to eligible tenants, and the Department of
Housing and Community Development (the "HCD") has
accepted the Borrower's Financial Close -Out Package.
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.
Page 3 of 40
1.6 Contract Records:
1.7 Covenant:
1.8 CPF Documents or
Loan Documents:
1.9 CPF Funds, or, the
Loan:
1.10 CPF Program:
1.11 CPF Requirements:
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 CPF Funds in
carrying out the duties and obligations required by the terms
of this Agreement, including, but not limited to, financial
books and records, ledgers, drawings, maps, pamphlets,
designs, electronic tapes, computer drives and diskettes or
surveys.
A Declaration of Restrictive Covenants for Flagler Villas in
the form of Exhibit J attached hereto (the "Covenant")
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.
This Agreement and all other documents that may now or
hereafter evidence or secure the CPF 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 Three Million, Five Hundred
Thousand and 00/100 Dollars ($3,500,000.00) from the City
to the Borrower for Project construction.
The program created by the Consolidated Appropriations
Act, 2024, and the Further Consolidated Appropriations Act,
2024 to provide for Economic Development Initiative
funding for the purpose of making Community Project
Funding available.
The requirements contained in (i) this Agreement, (ii) City
of Miami Resolution R-24-0424 adopted by the City of
Miami Commission on October 24, 2024, and any and all
exhibits and amendments thereto, (iii) the HUD Grant
Page 4 of 40
Agreement, (iv) 2 C.F.R. Part 200, (v) the CPF Program, and
(vi) any other requirements imposed by the City.
1.12 Effective Date: The date on which this Agreement has been signed by the
City Manager and attested to by the City Clerk.
1.13 Extremely Low Income:
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.
1.14 FHFC Florida Housing Finance Corporation
1.15 HUD: Shall have the meaning ascribed thereto in the RECITALS
to this Agreement.
1.16 HUD Grant Agreement:
1.17 Mortgage:
1.18 Legal Requirements:
FY 2024 Community Project Funding Grant Agreement No.
B-24-CP-FL-0639, dated May 9, 2025, between the City and
HUD.
The Leasehold Mortgage and Security Agreement in the
form of Exhibit I attached hereto (the "Mortgage")
executed by Borrower in favor of Lender to secure the
obligations of Borrower under the Loan Documents.
All federal, state and locallaws, regulations and
requirements relating or pertaining to the CPF Funds and/or
the development, construction and/or operation of Project,
the Rules of the Florida Housing Finance Corporation, and
any requirements imposed by the City.
1.19 Note: The Promissory Note of even date herewith evidencing the
Loan, executed by the Borrower in favor of the City.
1.20 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
the lien of the Permitted Senior Financing mortgage, curing
defaults by Borrower under the documents governing the
Permitted Senior Financing, or for any other purpose
Page 5 of 40
1.21 Proiect:
1.22 Property:
1.24 Rent Regulatory
Agreement:
1.25 Term.
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 CPF 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 CPF
Assisted units and shall be subject to the CPF 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 in the form of Exhibit K
attached hereto (the "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 CPF 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
CPF FUNDS
Upon satisfaction of all conditions set forth herein, the City shall disburse the CPF 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 CPF Assisted Units for Extremely Low Income Households for a period
of thirty (30) years, commencing at the Close -Out of the Project.
The CPF 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 CPF funds shall be used for operating expenses of the Project.
Page 6 of 40
2.2 INTENTIONALLY OMITTED.
2.3. INTENTIONALLY OMITTED.
2.4. INTENTIONALLY OMITTED.
2.5 DISBURSEMENT. The CPF 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"). The Borrower shall not
request disbursement of such CPF Funds until such CPF Funds are needed for payment of eligible
costs. The amount of each request for disbursement must be limited to the amount needed for the
payment of eligible costs. The Borrower agrees and affirms that any expenditure of the CPF Funds
will be in compliance with the requirements of 2 C.F.R. part 200.
2.6 REPAYMENT OF CPF 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 Fifty Thousand Dollars ($50,000.00) of the
CPF 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 CPF Program.
Such costs may include, but are not limited to, environmental advertising costs, signage and
recording fees. The $50,000.00 will be charged to the Project.
B. COMMITMENT FEE. Borrower agrees to pay the City a $5,000.00 commitment fee prior
to the disbursement of any CPF Funds.
2.7 DISBURSEMENT OF CPF FUNDS: The City shall disburse CPF 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
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 CPF FUNDS. The City shall not be obligated
to disburse the CPF Funds, in accordance with Exhibit "D," unless and until the City has received
the following:
Page 7 of 40
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 CPF Program in accordance with the CPF Requirements.
3.1.5 Insurance Policies. The Borrower shall obtain and furnish evidence of insurance
coverage as the City may require in connection with the Project, which shall be
subject to review and approval by the City's Department of Risk Management. All
such insurance shall require that the City be listed as an additional insured, with a
loss payable clause in favor of the City. The Borrower shall be 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 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 CPF Funds.
Page 8 of 40
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 CPF Requirements. All other documents required by the CPF
Program evidencing compliance with CPF 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.
3.1.17 CPF Program. Evidence of the Borrower's satisfactory compliance with all of the
applicable requirements of the CPF Program, pursuant to 2 C.F.R. Part 200, as
hereinafter detailed.
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
Page 9 of 40
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 Environmental Clearance. Project construction must not commence, nor will any
CPF Funds be advanced, nor are any costs to be incurred, until satisfactory completion of
an environmental review and receipt by the City of a release of funds from HUD under 24
C.F.R. Part 58. CPF Funds will not be disbursed until the Removal of Grant Condition is
received by the City from HUD.
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
CPF REQUIREMENTS
The Borrower shall comply with the following CPF Requirements:
4.1 GENERAL.
4.1.1 The Borrower shall maintain current documentation that its activities qualify under
the CPF Requirements and the CPF Program.
4.1.2 The Borrower shall ensure and maintain documentation that conclusively
demonstrates that each activity assisted in whole or in part with CPF 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 The Borrower shall ensure that any expenditure of the CPF Funds will be in
compliance with the requirements of 2 C.F.R. part 200.
4.1.4 The Borrower shall comply with all the non-discrimination requirements of 24
C.F.R. Part 5, subpart A.
Page 10 of 40
4.1.5 The Borrower shall cooperate with the City in informing the appropriate citizen
participation structures, including the appropriate area committees, of the activities
of the Borrower in adhering to the provisions of this Agreement. Representatives
of the Borrower shall attend meetings of the appropriate citizen participation
committees/structures upon the request of citizen participation officers or the City.
4.1.6 The Borrower shall, to the greatest extent possible, comply with Section 3 of the
Housing and Urban Development Act of 1968 (Section 3), 12 U.S.C. 1701u
(Economic Opportunities for Low- and Very Low -Income Persons in Connection
with Assisted Projects), and HUD's regulations at 24 C.F.R. part 75, as applicable,
including the reporting requirements in 24 C.F.R. 75.25, to ensure, to the greatest
extent possible, that training, employment, contracting and other economic
opportunities be directed to low- and very low-income residents, especially
recipients of government assistance for housing, and to businesses that provide
economic opportunities to low- and very low-income residents.
4.1.7 The Borrower shall comply with all applicable displacement and relocation
requirements.
4.1.8 The Borrower shall comply with all applicable provisions of 2 C.F.R. Part 200,
including, but not limited to: (i) the suspension and debarment requirements of 2
C.F.R. 200.214; (ii) prohibition on certain telecommunications and video
surveillance services or equipment requirements of 2 C.F.R. 200.216; (iii) fmancial
management, internal controls, and federal payment requirements of 2 C.F.R.
200.302, 200.303, and 200.305; (iv) revision of budget and program plans
requirements of 2 C.F.R. 200.308; (v) disposition of property acquired with CPF
funds requirements of 2 C.F.R. §200.311; (vi) record retention and access
requirements of 2 C.F.R. 200.334-200.338; (vii) reporting requirements of 2 C.F.R.
200.328-200.330, including on the status of property acquired with CPF Funds of
2 C.F.R. §200.330; (viii) remedies for noncompliance of 2 C.F.R. 200.339-
200.343; (vii) closeout of federal grants requirements of 2 C.F.R. §200.344-346;
(x) cost principles requirements of 2 C.F.R. Part 200, subpart E; (xi) audit
requirements of 2 C.F.R. Part 200, subpart F; (xii) the conflict of interest provisions
prescribed in 2 C.F.R. 200.317 and 2 C.F.R. 200.318, in addition to the conflict of
interest provisions specified under Section 6.7 of this Agreement; and (xiii) shall
carry out each Project activity in compliance with all other applicable Federal laws
and regulations.
4.1.9 The Borrower shall comply with the Build America (the "BABA"), Buy America
Act, 41 USC 8301 note, enacted as part of the Infrastructure Investment and Jobs
Act on November 15, 2021, and all applicable rules and notices, as may be
amended, if applicable to the Project. The BABA established the Buy America
Preference (the "BAP"), which requires that Federally funded infrastructure
projects use domestically produced materials. Based on applicable HUD
requirements, including the date of the appropriation of the funds, the Borrower is
required to comply with BABA requirements related to iron and steel but not with
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respect to specifically listed construction materials, not listed construction
materials, and manufactured products for infrastructure projects.
4.1.10 The Borrower shall comply with Section 319 of Public Law 101-121, 31 U.S.C.
1352, (the Byrd Amendment) and the requirements of 24 C.F.R. Part 87 prohibiting
recipients of federal awards from using appropriated funds for lobbying the
executive or legislative branches of the Federal government in connection with a
Federal award.
4.1.11 The Borrower shall comply with the Uniform Relocation Assistance and Real
Property Acquisition Policies Act of 1970, as amended (URA) (42 U.S.C. §§ 4601
et seq.), and the government -wide regulations issued by the Federal Highway
Administration at 49 C.F.R. Part 24.
4.1.12 The Borrower shall comply with HUD's regulations at 24 C.F.R. §5.109
concerning equal participation of faith -based organizations in HUD programs and
activities.
4.1.13 The Borrower shall comply with the governmentwide debarment and suspension
regulations in 2 C.F.R. Part 180 apply as incorporated and supplemented by HUD's
implementing regulations in 2 C.F.R. Part 2424.
4.1.14 The Borrower shall comply with the award term regarding trafficking in persons, as
required by 2 C.F.R. part 175.
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 CPF Funds. The property must either be:
(a) Used in compliance with at least one of the CPF Programs, used in
compliance with the Covenant, and used in compliance with the CPF
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 CPF 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 CPF 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
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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 CPF 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
CPF Program activity that will be completed.
4.3 PERSONAL PROPERTY. Ownership of all non -expendable personal property purchased
in whole or in part with CPF Funds given to the Borrower pursuant to the terms of this Agreement
shall vest in the City.
4.3.1 Definitions.
(a) Personal Property. Personal Property of any kind except real property:
1) Tangible. All personal property having physical existence.
2) Intangible. All personal property having no physical existence such
as patents, inventions and copyrights.
(b) Non -expendable Personal Property. Tangible personal property of a non-
consumable nature, with a value of Five Hundred and 00/100 ($500.00) or
more per item, with a normal expected life of one or more years, not fixed
in place, and not an integral part of a structure, facility, or another piece of
equipment.
(c) Expendable Personal Property. All tangible personal property other than
non -expendable property.
4.3.2 Requirements. The Borrower shall comply with the non -expendable personal
property requirements stated below:
(a) All non -expendable personal property purchased in whole or in part with
funds from this and previous contracts with the City shall be listed in the
property records of the Borrower and shall include: a description of the
property; location; model number; manufacturer's serial number; date of
acquisition; funding source; unit cost; property inventory number;
information on its condition; and information on the transfer, replacement,
or disposition of the property.
(b) All non -expendable personal property purchased in whole or in part with
funds from this and previous contracts with the City shall be inventoried
annually by the Borrower in an inventory report submitted to the City when
and as requested by the City. The inventory report shall include the elements
listed in Paragraph 4.3.2(a), above.
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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 CPF 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 CPF Funds:
(a) Identify the full, correct, and legal name of all parties;
(b) Describe the activities to be performed;
(c) Present a complete and accurate breakdown of its price component;
(d) Incorporate a provision requiring compliance with all applicable regulatory
and other requirements of this Agreement, and with any other conditions
and/or approvals that the City may deem necessary. The requirements of
this paragraph apply to subcontracts and assignments in which parties are
engaged to carry out any eligible substantive programmatic service, as may
be defined by the City, set forth in this Agreement. The City shall in its sole
and absolute discretion determine when services are eligible substantive
programmatic services and subject to the audit and record -keeping
requirements described in this Agreement; and
(e) Incorporate the language of the Certificate Regarding Lobbying executed in
connection herewith.
4.5.2 The Borrower shall incorporate in all consultant and other subcontracts the
following provision:
[Borrower] is not responsible for any insurance or other fringe benefits, e.g., social
security, income tax withholding, retirement or leave benefits, for the consultant or
employees of the consultant that are normally available to direct employees of
[Borrower]. The consultant assumes full responsibility for the provision of all
insurance and fringe benefits for himself/herself/itself and for employees retained
by the consultant in carrying out the Scope of Work provided in this subcontract.
4.5.3 The Borrower shall be responsible for monitoring the contractual performance of
all subcontracts.
4.5.4 The Borrower shall submit to the City for its review and confirmation any
subcontract engaging any party who agrees to carry out any substantive
programmatic activities for any work in excess of $10,000.00, to ensure its
compliance with the requirements of this Agreement. The City's review and
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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.
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."
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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.
4.6.2.1 The Borrower shall comply with all applicable uniform administrative
requirements as described in 2 C.F.R Part 200
4.6.2.2 The Borrower shall comply with all applicable federal laws, regulations
and requirements including, but not limited to: 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.
4.6.2.3 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
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delivered to the City no later than six (6) months following the end of each
Borrower fiscal year.
Each such audited financial statement is to be for the twelve (12) months ending
December 31 and shall include:
a. Comparative Balance Sheet with prior year and current year
balances;
b. Statement of revenue and expenses;
c. Statement of changes in fund balances or equity;
d. Statement of cash flows; and
e. Notes
The financial statements shall be accompanied by a certification of the Borrower
as to the accuracy of such financial statements.
Subject to paragraph 7.1(i), a late fee of Five Hundred and 00/100 Dollars ($500.00)
will be assessed by the City for failure to submit any of the required audited
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
BolTower's principal financial or accounting officer, covering such financial
matters as the City may request, including without limitation, monthly statements
with respect to the Project.
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 CPF 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
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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 CPF Funds, including its location (if the activity has a geographical locus), the
amount of CPF Funds budgeted, obligated and expended for the activity, and the
specific provision of the CPF Program under which the activity is eligible.
4.7.2 Records demonstrating that each activity undertaken meets at least one of the
criteria set forth in the CPF Program.
4.7.3 Records that demonstrate compliance with all applicable requirements relating to
the use of real property acquired or assisted with CPF 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 CPF 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 CPF 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. Part
75, 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 very low
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 CPF Funds, and
such additional information as is required pursuant to 24 C.F.R Part 5.
4.7.9 Financial records in accordance with the applicable requirements listed in 2 C.F.R.
Part 200.
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 2 C.F.R. Part 200.
4.8 RETENTION AND ACCESSIBILITY OF RECORDS.
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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 2 C.F.R. Part
200. All records and reports required herein shall be retained and made accessible as provided
hereunder.
The Borrower shall ensure that the Contract Records shall be at all times subject to and
available for full access and review, inspection and audit by the City and any other personnel
duly authorized by the City.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE BORROWER
The Borrower represent and warrant to the City as follows:
5.1 ORGANIZATION AND EXISTENCE. The Borrower is a Florida limited liability
company duly organized, validly existing and in good standing under the laws of the State of
Florida, and has full power and authority to conduct its business as presently conducted, to receive
the CPF Funds and operate and develop the Project.
The Project shall comply with all applicable CPF 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 CPF Program, this Agreement, and/or the
other CPF 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 CPF 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 CPF 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
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which it is a party or by which it otherwise may be bound. The execution and delivery of this
Agreement and the other CPF Documents, the consummation of the other transactions
contemplated hereby, and the development of the Project as contemplated hereby and by the other
CPF 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.
5.5 VALID OBLIGATIONS. This Agreement and all of the other CPF 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 CPF Assisted Unit each which may be entered into from time to time.
Page 20 of 40
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 CPF Program, the negotiation of this
Agreement and the other CPF Documents, nor in the transactions contemplated hereby.
5.14 NO CASUALTY. No part of the Property and/or the Project has been damaged or has been
subjected to condemnation or other proceedings, and to the 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 CPF
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
financing/funding, except for those funds, loans and/or loan commitment previously identified in
writing to, and approved by, the City as set forth in the attached Schedule A ("Permitted Senior
Financing") and the permitted subordinate financing 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 CPF 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 CPF Funds shall be used exclusively for Project related construction
costs, in accordance with the budget for such costs as approved by the City.
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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 CPF 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.
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 CPF 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.
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(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.
(d) The Borrower shall comply with the record retention and access requirements of 2
C.F.R. 200.334-200.338.
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.
IF BORROWER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO BORROWER'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE
CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800,
EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC
RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE
CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF
RECORDS AT 14 NORTHEAST 1ST AVENUE, 2ND FLOOR, MIAMI, FLORIDA 33132.
The Borrower shall provide to the City, upon request, all Contract Records. The requested
Contract Records shall become the property of the City without restriction, reservation, or
limitation on their use and shall be made available by the Borrower at any time upon request by
the City. The City shall have the unlimited right to all books, articles, or other copyrightable
materials developed in the performance of this Agreement, including, but not limited to, the right
of royalty -free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use, and
to authorize others to use, the Contract Records for public purposes.
If the Borrower receives funds from, or is under regulatory control of, other governmental
agencies and those agencies issue monitoring reports, regulatory examinations, or other similar
reports, the Borrower shall provide a copy of each such report and any follow-up communications
and reports to the City immediately upon such issuance unless such disclosure is a violation of
those agencies' rules.
6.5 PRIOR APPROVAL. Except for encumbering the Property as required to obtain the
permitted financing as set forth in Section 5.17 of this Agreement and Schedule A 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
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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
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 normal wear and tear and
otherwise due to casualty or condemnation in accordance with the terms of this
Agreement, the disposition of any real property or any expendable personal
property or non -expendable personal property as 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 CPF Funds.
(e) The disposal of any Contract Records during the Retention Period.
(f) INTENTIONALLY OMITTED
6.5.1 DISCRETION. The Director of the Department of Housing and Community
Development of the City of Miami shall have the discretion to approve and authorize, by way of
Memorandum to the City Manager, the execution of necessary documents to further Project Close -
Out, provided, however, that no material terms are affected.
6.6 MONITORING. The Borrower shall permit the City and other persons duly authorized by
the City to inspect all Contract Records, facilities, goods, and activities of the Borrower that are in
any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to
interview any clients, employees, subcontractors, or assignees of the Borrower. Following such
inspection or interviews, the City will deliver to the Borrower a report of its findings. The Borrower
will rectify all deficiencies cited by the City within the period of time specified in the report, or
provide the City with a reasonable justification for not correcting the deficiencies. The City will
determine, in its sole and absolute discretion, whether or not the Borrower's justification is
acceptable.
Page 24 of 40
6.7 CONFLICT OF INTEREST.
A. The Borrower is aware of the conflict of interest laws of the City of Miami (Code
of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of
Miami -Dade County, Florida, Section 2-11.1), and of the State of Florida (as set forth in Florida
Statutes), and agrees that it will fully comply in all respects with the terms thereof and any future
amendments.
B. The Borrower covenants that no person or entity under its employ presently
exercising any functions or responsibilities in connection with this Agreement has any personal
financial interests, direct or indirect, with the City. The Borrower further covenants that, in the
performance of this Agreement, no person or entity having such conflicting interest shall be
utilized in respect to the Scope of Work or services provided hereunder. Any such conflict of
interest(s) on the part of the Borrower or its employees or associated persons or entities must be
disclosed to the City.
C. The Borrower shall disclose any possible conflicts of interest or apparent
improprieties of any party under or in connection with the Legal Requirements, including the
standards for procurement.
D. The Borrower shall make any such disclosure to the City in writing and
immediately upon the Borrower's discovery of such possible conflict. The City's determination
regarding the possible conflict of interest shall be binding on all parties.
E. No employee, agent, consultant, elected official or appointed official of the City,
exercising any functions or responsibilities in connection with the City's CPF Program or this
Agreement, or who is in a position to participate in the decision -making process or gain inside
information regarding CPF-assisted activities, has any personal financial interest, direct or indirect,
in this Agreement, the proceeds hereunder, the Project or the Borrower , either for themselves or
for those with whom they have family or business ties, during their tenure or for one year
thereafter.
6.8 RELATED PARTIES. The Borrower shall report to the City the name, purpose for and
any other relevant information in connection with any related -party transaction. The term "related
party transaction" includes, but is not limited to, a transaction or relationship between the Borrower
and a for -profit or nonprofit subsidiary or affiliate organization, an organization with an
overlapping board of directors, and an organization for which the Borrower is responsible for
appointing memberships. The Borrower shall report this information to the City upon forming the
relationship, or if already formed, shall report such relationship prior to or simultaneously with the
execution of this Agreement. Any supplemental information shall be promptly reported to the City
no later than in the next required Progress Report, as described above.
6.9 PUBLICITY AND ADVERTISEMENTS. The Borrower shall ensure that all publicity and
advertisements prepared and released for the Project, by the Borrower, such as pamphlets and news
releases, related to activities funded by this Agreement, and all events carried out to publicize the
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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 financings 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.
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 CPF Funds on hand, any accounts receivable attributable to the
CPF 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 and very 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 75, which implement Section 3. As evidenced by their execution of this
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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 75
regulations.
(C) The contractor agrees to send to each labor organization or representative of
workers with which the contractor has a collective bargaining agreement or other
understanding, if any, a notice advising the labor organization or worker's
representative of the contractor's commitments under this Section 3 clause, and will
post copies of the notice in conspicuous places at the work site where both
employees and applicants for training and employment positions can see the notice.
The notice shall describe the Section 3 preference, shall set forth minimum number
and job titles subject to hire, availability of apprenticeship and training positions,
the qualifications for each; and the name and location of the person(s) taking
applications for each of the positions; and the anticipated date the work shall begin.
(D) The contractor agrees to include this Section 3 clause in every subcontract subject
to compliance with regulations in 24 C.F.R. Part 75, 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 75.
(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 75 require employment opportunities to be directed, were not filed to
circumvent the contractor's obligations under 24 C.F.R. Part 75.
(F) Noncompliance with HUD's regulations in 24 C.F.R. Part 75 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. 5307(b)) 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
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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
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. Part 5.
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 CPF 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.
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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
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:
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(a) In the event any of the CPF 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 CPF 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
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)
(g)
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.
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.
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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).
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 a 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 (12)
and () 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 CPF
Documents.
It is understood and agreed that the occurrence of an event of default under Section 7.1 (b)
or () or possibly (i) shall immediately entitle the City to exercise any of the above described
remedies without the need to give the Borrower notice thereof or the opportunity to cure.
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
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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 CPF 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:
(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 Covenant shall remain as a restriction on the Property throughout the
Affordability Period; and
(c) The Borrower, Borrower, Project developer, managing partner(s) of the Borrower,
and/or other individuals, principals and/or other entities as determined by the City,
will be debarred from receiving any City funding for a period of five (5) years.
ARTICLE IX
INDEMNIFICATION
9.1 The Borrower shall indemnify, hold harmless, and defend the City, its officers, agents,
directors, and/or employees, from any and all liabilities, claims, damages, losses, suits, judgments,
and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the
negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of
Borrower and persons employed or utilized by Borrower in the performance of this Agreement.
Borrower shall, further, hold the City, its officials and/or employees, harmless for, and defend the
City, its officials and/or employees against, any civil actions, statutory or similar claims, injuries
or damages arising or resulting from the permitted work, even if it is alleged that the City, its
officials and/or employees were negligent. These indemnifications shall survive the term of this
Agreement. In the event that any action or proceeding is brought against the City by reason of any
such claim or demand, the Borrower shall, upon written notice from the City, resist and defend
such action or proceeding by counsel satisfactory to the City. The Borrower expressly understands
and agrees that any insurance protection required by this Agreement or otherwise provided by the
Borrower shall in no way limit the responsibility to indemnify, keep and save harmless and defend
the City or its officers, employees, agents and instrumentalities as herein provided.
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The indemnification provided above shall obligate the Borrower to defend, at its own expense, to
and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at
the City's option, any and all claims of liability and all suits and actions of every name and
description which may be brought against the City whether performed by the Borrower, or persons
employed or utilized by Borrower.
This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will
be interpreted under the laws of the State of Florida, including without limitation and
interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as
applicable.
The Borrower agrees and recognizes that the City shall not be held liable or responsible for any
claims which may result from any actions or omissions of the Borrower in which the City
participated either through review or concurrence of the Borrower's actions. In reviewing,
approving or rejecting any submissions by the Borrower or other acts of the Borrower, the City in
no way assumes or shares any responsibility or liability of the Borrower or Sub -contractor under
this Agreement.
ARTICLE X
TERMINATION
The Borrower acknowledges that this Agreement may be terminated if the Borrower
materially fail to comply with the terms contained herein.
10.1 TERMINATION BECAUSE OF LACK OF FUNDS. In the event the City does not receive
from its funding source funds to finance this Agreement, or in the event that the City's funding
source de -obligates the funds allocated to finance this Agreement, the City may terminate this
Agreement upon not less than twenty-four (24) hours prior notice in writing to the Borrower. Said
notice shall be delivered by certified mail, return receipt requested, or by in person delivery with
proof of delivery. The City shall determine, in its sole and absolute discretion, whether or not funds
are available.
10.2 TERMINATION FOR BREACH. The City may terminate this Agreement, in whole or in
part, in the event, the City determines, in its sole and absolute discretion, that either the Borrower
is not making sufficient progress with regard to the Project's construction (thereby endangering its
ultimate performance under this Agreement) or is not materially complying with any term or
provision of this Agreement, following the giving of notice and the expiration of all applicable
cure periods.
The City may terminate this Agreement, in whole or in part, in the event that the City
determines, in its reasonable discretion, that there exists an event of default under and pursuant to
the terms of any other agreement or obligation of any kind or 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.
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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
the Borrower, or both, pending necessary corrective action by the Borrower. Reasonable cause
may include:
(a) Ineffective or improper use of the CPF 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 CPF
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
Page 34 of 40
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
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 CPF 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 CPF 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 final and binding on all parties, subject only to judicial review.
12.6 HEADINGS. The article and paragraph headings in this Agreement are inserted for
convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
12.7 PROCEEDINGS. The Agreement shall be construed in accordance with the laws of the
State of Florida and any proceedings arising between the parties in any manner pertaining or
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relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County,
Florida.
12.8 NOTICES AND CONTACT. All notices under this Agreement shall be in writing and
addressed as follows:
To City:
With Copy To:
To Borrower:
With Copy to:
To investor member:
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
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.
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12.9 CONFLICTS WITH APPLICABLE LAWS. If any provision of this Agreement conflicts
with any applicable law or regulation, only the conflicting provision shall be deemed by the parties
hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to
be consistent with the law or regulation. However, the obligations under this Agreement, as
modified, shall continue and all other provisions of this Agreement shall remain in full force and
effect. To the extent of any conflict between the applicable laws for the Loan Documents and
applicable laws for any other loan documents, agreements, or recorded documents associated with
the Project, whichever applicable law is strictest will control.
12.10 ENTIRE AGREEMENT. This Agreement and its Exhibits described as follows contain all
the terms and conditions of the Agreement between the parties:
Exhibit A Legal Description
Exhibit B Scope of Work/Project Schedule
Exhibit C Budget
Exhibit D 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
Exhibit I Form of Leasehold Mortgage and Security Agreement
Exhibit J Form of Declaration of Restrictive Covenants
Exhibit K Form of Rent Regulatory Agreement
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.
Page 37 of 40
12.13 HCLC AWARD MEMORANDA. The award memoranda and decisions of the HCLC
dated 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
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 CPF
Funds should be de -obligated for this Project.
12.16 TENANT LOTTERY. The selection of eligible tenants to occupy the CPF 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 CPF 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 attorney's fees, costs,
charges, and expenses through the conclusion of all appellate proceedings, and including any final
settlement or judgment.
12.18 The Borrower's obligations pursuant to this Agreement shall be binding upon and
inure to the respective heirs, personal and legal representatives, trustees and successors and assigns
of the Parties hereto, including each and every such Party's past and present parent, subsidiary,
Page 38 of 40
affiliate or predecessor entities, any and all entities by which or under a name by which any Party
has been known or has done business, and any and all of his, hers, its and/or their respective past
and present officers, commissioners, directors, principals, trustees, administrators, agents,
attorneys, accountants, insurers, reinsurers, servants, employees, shareholders, members,
managers, partners, heirs, and representatives.
12.19 Any references to federal regulations and programs in this Agreement and its
exhibits are intended to be for illustrative purposes and not an indication that the Project is
specifically subject to the cited regulations. Nonetheless, if this Agreement requires the Borrower
to comply with referenced federal regulations and programs, the City and the Borrower agree that
compliance shall be required as if the Project was subject to those federal regulations and
programs, unless otherwise determined by the City in its sole discretion.
12.20 Borrower specifically acknowledges and agrees to comply with City of Miami
Ordinance No. 13491, § 2-415.
12.21 Parties agree that the Loan will be non recourse except that the exceptions to non -
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 39 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: f w(1Sv^ U /b{a.l' »I-..."
Address: 2850 Tigertail Avenue, Suite 800,
Miami, Florida 3313
.01
Signature: a1�
Print Name: S 1v�'
tkNlle stie 014
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: /„" l�
Print Name: Tony Del Pozzo
Title: Vice President
ACKNOWLEDGMENT.
The foregoing instrument was acknowledged before me by means of l�physical presence or O
online notarization, this i ay of tkOk , 2025 by Tony Del Pozzo as Vice President of 5215
Flagler Street Manager, LLC, a Florida limit d 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.
VANESSAPILOTO
MY COMMISSION # HH 213353
EXPIRES: February 18, 2028
Page 40 of 40
Print Name: R
Notary Public, State 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:
APPROVED AS TO INSURANCE
REQUIREMENTS
David Ruiz
Director of Risk Management
APPR ED AS TO
DEPART NTAL REQUIREMENTS:
By:
Victor T. T
Director of the epartment of Housing and
Community D velopment
CITY:
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega V, City Manager
APPROVED AS TO FORM AND
CORRECTNESS:
George I(. Wyso
City Attorney 1 r' z - y
Page 41 of 40
Exhibit A
Legal Description of the Property
Leasehold estate created by that Ground Lease by and between the City of Miami, a Florida
municipal corporation, as Landlord, and 5215 Flagler Street, LLC, a Florida limited liability
company dated December 10, 2024, as evidenced by the Memorandum of Ground Lease recorded
May 23, 2025, in Official Records Book 34770, Page 1749, over the following described lands:
Lots 15, 16, 17, 18, 19, 20, 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.
TOGETHER WITH:
Drainage easement created by that Drainage Easement Agreement by and between The School
Board of Miami -Dade County, Florida, and 5215 Flagler Street, LLC, recorded May 12, 2025, in
Official Records Book 34751, Page 4782, re -recorded on June 25, 2025, in Official Records Book
34818, Page 2929 of the Public Records of Miami -Dade County, Florida.
Exhibit B
Scope of Work/Project Schedule
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
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 ofsource must he 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 Casts
14,800,000
1,378,000
600.000
9,322,000
. 3,500,000
-
14,300,000
Construction'(•inol:'Site work)
Construction Contingency
. 843.600
843,600
843,600
Construction: -Concrete / Soil Test
Aplitiances
.
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
SOB Costs
682.833
500,000.
182,833
682,833
Arch -Design, Civil Engineeting
lnspact & 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 / Enviro'nmentol / UllliLSV 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/Tinancing Fees
- 678,350
678,350
. - 678,350
Interest/Carrying Costs
121600:
-
1.216.600.
I.216,600
Title lnsurance & Recordin•
138,800
138,800
138,800
Tempomry/Permanent Relocation Fees
-
Taxes
-
-
FF&E
225.000
225,000
225,000
For Use b;' 7 :.C/tnThearred costs
50,000
50,000-
'
-
- -
50,000
•.OthetSoft-Costs
1,090,616
'
979,308'
111,308
1,090,616
Dis4eloper.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 (CPF)
This Disbursement Agreement for Community Project Funding ("Disbursement
Agreement") is made as of this 2nd day of July, 2025 by and between 5215 FLAGLER
STREET, LLC, a Florida limited liability company (hereinafter the "Project Sponsor"), and the
CITY OF NIIANII, 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, pursuant to Resolution No. R-24-0424 adopted on October 24, 2024, the City
accepted Community Project Funding ("CPF") grant funds in the amount of Three Million, Five
Hundred Thousand and 00/100 Dollars ($3,500,000.00) from the United States Department of
Housing and Urban Development ("HUD") to fund the Project; and
WHEREAS, on March 26, 2025, the City's Housing and Commercial Loan Committee
("HCLC") approved the allocation of CPF funds in the amount of Three Million, Five Hundred
Thousand and 00/100 Dollars ($3,500,000.00) for the development of the Project ("CPF Funds");
and
WHEREAS, the funding commitment of the City to the Project Sponsor for the CPF Funds
is more fully described in that certain Community Project Funding Loan Agreement for 5215
Flagler Street, LLC 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 CPF 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 CPF Funds and the Construction Ready CPF 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 CPF 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 CPF 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) 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 CPF 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 final 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.
(b) Such other information and documents at the City may require.
(c) 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.
Page 2 of 6
(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) 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 CPF Funds is submitted. The City Inspector will
review and approve the final 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 fmds 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.
1.7 The City shall fund disbursements of the CPF 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 CPF 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.
Page 3 of 6
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 deemed 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 fmal 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]
Remainder of page intentionally left blank.
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.
STATE OF FLORIDA
}
COUNTY OF MIAMI-DADE } SS:
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:
1,9--erird
Tony Del Pozzo
Title: Vice President
ACKNOWLEDGMENT
The foregoing instrument was acknowledged before me by means of plFrphysical presence or O online
notarization, this day of M.00/, 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. Shea is personally known to me or has produced
as identification.
(NOTARY PUBLIC SEAL)
ESSAP%LOTO
o..* PU�.''., VA�1 # }{H 213353
_ PQ, 1 COM S: FSebnici 18, 2026
:. EXPIRE
.4-FOF F ,`
ViAiv,kot
Signature of Person Taking
Acknowledgment
(Printed, Typed, or Stamped Name of Notary
Public k9j)
Serial Number, if any
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:
Todd B. H
City Clerk
Date: LO 13D a-1705
Approved . Housing and Community
Developmen �,- partment:
Victor T. Turn r
Director
APPROVED AS TO FORM
AND CORRECTNESS:
George ". Wysong IZI P � s?3 i
City Attorney
CITY:
City of Miami, a municipal corporation
of the State of Florida
By:
Arthur Noriega V
City Manager
Page 6 of 6
#13706124 v3
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 fitioJ/obitethtid.Gov/hudobrtal/dacurnaiitt/hudd0 ?id=nuancoreaderinstall.ndf for the instructions. Using
Nuance software is the only means of completing this form.
Affirmative Fair Housing
Marketing Plan (AFfMP) -
Muitifamiiy 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 1c. 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
1f. 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@reiatedgroup.com;(305)
442-8628 Ext 104
lg. 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 El 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 Cocfe), Telephone Number & E-Mail Address.
Jameela Duhayat, Compliance Director, 2200 N Commerce Parkway, Ste 100, Weston, FL 33326
Ph# 954-686-7900 ext. 137, jameela.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)
0 Elderly 1=1 Family 0 Mixed (Elderly/Disabled)
Disabled
2c. Date of Initial Occupancy 2d. Advertising Start Date
Advertising must begin at least 90 days prior to initial or renewed occupancy for new
construction and substantial rehabilitation projects.
Date advertising began or will begin
TBD
TBD
For existing projects, select below the reason advertising will be used:
To fill existing unit vacancies E✓
To place applicants on a waiting list 0 (which currently has individuals)
To reopen a closed waiting fist 0 (which currently has l - individuals)
Previous editions are obsolete Page 1 of 8
Form HUD-935.2A (12/2011)
3a. Demographics of Project and Housing Market Area
Complete and subrnitWorksheet 1.
3b. Targeted Marketing Activity
Based on your completed Worksheet 1, indicate which demographic group(s) in the housing
housing without special outreach efforts. (check all that apply)
�] White ❑✓ American Indian orAlaska Native DAsian
0 Native Hawaiian or Other Pacific Islander Hispanic or Latino
Families with Children
ci Other ethnic group, religion, etc. (specify)
market area is/are least likely to apply for the
Black or African American
Q 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
(2)
Please Select Type'
No
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 Reef Estate Office El Model Unit 0 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 ri Real Estate Office Model Unit Other (specify)
5c, 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 Real Estate Office El Model Unit Entrance to Project El 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
14"
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
Foram 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) If 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? jYe8
(5) f yes, ow and how often?
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 lnstruction/Trafning:
Describe AFHM/Fair Housing Act staff training, already provided or to be provided, to whom it wasAvill 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. AU property management staff member
attend annual Fafr 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/ddlyyyy)
7/26/2024
Name (type..or
Print)
Tony Del Pozzo
fide & 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 (mm/dd/yyyy)
Name
(tYor
print)
Title
Previous editions are obsolete Page 5 of 8
Name
�t�pe
print)
Title
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: i]irector, Office of Housing
Part 1: Applicant/Respondent and Project
Identification. Blocks la, lb, 1c, 1g, 1h, and 1i are self-
explanatory.
Block Id- Respondents may obtain the Census tract
number from the U.S. Census Bureau
(htto://factrinder2:census:cov/main.html) when
completing Worksheet One.
Block le- Respondents should identify both the housing
market area and the expanded housing market area for
their multifamily housing projects. Use abbreviations if
necessary. A housing market area is the area from
which a multifamily housing project owner/agent may
reasonably expect to draw a substantial number of its
tenants. This could be a county or Metropolitan Division.
The U.S. Census Bureau provides a range of levels to
draw from.
An expanded housing market area is a larger
geographic area, such as a Metropolitan Division or a
Metropolitan Statistical Area, which may provide
additional demographic diversity in terms of race, color,
national origin, religion, sex, familial status, or disability.
Block If- The applicant should complete this block only if
a Managing Agent (the agent cannot be the applicant) is
implementing the AFHMP.
Part 2: Type of AFHMP
Block 2a- Respondents should indicate the status of the
AFHMP, i.e., initial or updated, as well as the date of the
first approved AFHMP. Respondents should also provide
the reason (s) for the current update, whether the update is
based on the five-year review or due to significant changes
in project or local demographics (See instructions for Part
9).
Block 2b- Respondents should identify all groups HUD has
approved for occupancy in the subject project, in
accordance with the contract, grant, etc.
Block 2c- Respondents should specify the date the project
was/will be first occupied.
Block 2d- For new construction and substantial
rehabilitation projects, advertising must begin at least 90
days prior to initial occupancy. in the case of existing
projects, respondents should indicate whether the
advertising will be used to fill existing vacancies, to place
individuals on the project's welting 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 alternative 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)).
Previous editions are obsolete
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 format(s) 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.
Page 7of8 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.
Previous editions are obsolete
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 considerthe 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.
Page 8 of 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 projects 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 Census Tract '
Applicant Data
Housing Market Area
Expanded
Housing Market
Area
%White
46%
45.4%
46.8%
,
% Black or African
American
3.1%
14.1%
15.9%
% Hispanic or Latino
91 9%
72.3%
68.8%
%Asian
0%
1.5%
1.5%
% American Indian or
Alaskan Native
0%
.2%
.3%
0%
% Native Hawaiian or
Pacific Islander
AO%
0%
%Persons
with
Disabilities
% Families with Children
under the age of 18
-
' 15.7%
11.6%
10.2%
13.5%
22.5%
,
31.3%
Other (specify)
�
i
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 5.855(e)(1)(11)). If a residency preference. Is utilized, :the:preference
must be in accordance with the non-discrimination and equal opportunity requirements contained in 24 GFR 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,: arid. 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 of18
•
Other (specify)
1
Worksheet 3: Proposed Marketing Activities —Community Contacts (See AFHMP, Block 4b)
For each targeted marketing population designated as least 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-nurribers, their
previous experience working with the target population, thp approximate date contact was/vAli be initiated, and th_ a specific role they
will playirrassisting with the.affirrriative fairhousing marketing. Pleaseattach 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 Sterfing 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 qualify
under the program
requirements
Hispanic or Latino
Miami Herald/El Nuevo Herald
Radio Station(s) . ,
TV Station(s).
Electronic Media
Asian
Black or African American
Native American or Pacific
Islanders
TRG Management Website
Bulletin Boards - ";.;
Brochures, Notices, Flyers
Other (specify)
Tenants that qualify under
the program requirements
All Demographics
Resident Referral Program
Exhibit F
Signage Requirements
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 $ 10,000,000
Aggregate $ 10,000,000
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 the following qualifications,
shall issue all insurance policies required above:
The company must be rated no less than "A-" as to management, and no less than
"Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide,
published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies
and /or certificates of insurance are subject to review and verification by Risk
Management prior to insurance approval.
EXHIBIT "H"
ANTI -HUMAN TRAFFICKING AFFIDAVIT
1. The undersigned affirms, certifies, attests, and stipulates as follows:
a. The entity/individual is a nongovernmental entity authorized to transact business
in the State of Florida (hereinafter, "nongovernmental entity").
b. The nongovernmental entity is either executing, renewing, or extending a contract
(including,.but not limited to, any amendments, as applicable) with the City of
Miami ("City") or one of its agencies, authorities, boards, trusts, or other City
entity which constitutes a governmental entity asdefined in Section 287.138(1),
Florida Statutes (2024).
c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes
(2024), titled "Human Trafficking."
d. The nongovernmental entity does not use "coercion" for labor or services as
defined in Section 787.06, Florida Statutes (2024).
2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the
following:
a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and
that the facts, statements and representations provided in Section 1 are true and
correct.
b. I am an officer, a representative, or individual of the nongovernmental entity
authorized to execute this Anti -Human Trafficking Affidavit.
FURTHER AFFIANT SAYETH NAUGHT.
Nongovernmental Entity/Individual: 5215 Flaqler Street, LLC
Name: Tony Del Pozzo Title: Senior Vice President
Signature: 7()! 0
Office Address: 28 0 Tigertail Ave., #800
Miami, Florida 33133
Email Address: tonyna relatedgroup.com Main Phone Number: 305-460-9900
Exhibit I
Form of Leasehold Mortgage and Security Agreement
Prepared by, and after recording, return to:
Raymond Pereira, Esq.
Assistant City Attorney, City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130-1910
Tel: (305) 416-1800
After recording return to:
Maria T. Ason
Contract Compliance Analyst
City of Miami
Department of Housing and Community Development
444 S.W. 2nd Avenue
Miami, FL 33130-1910
Property Address: 5215 Flagler Street, Miami, Florida 33134
Note to Recorder: This mortgage is given to secure the financing of housing under Part V of Chapter 420 of the
Florida Statutes and is exempt from taxation pursuant to Section 420.513 Florida Statutes.
LEASEHOLD MORTGAGE AND SECURITY AGREEMENT FOR
FLAGLER STREET, LLC (CPF)
THIS LEASEHOLD MORTGAGE AND SECURITY AGREEMENT (hereinafter
referred to as the "Mortgage"), is executed and delivered the 2nd day of July, 2025 by 5215
FLAGLER STREET, LLC, a Florida limited liability company, whose address is 2850 Tigertail
Ave, Suite 800, Miami, FL 33133 (hereinafter referred to as the "Mortgagor"), to the CITY OF
MIAMI, a municipal corporation of the State of Florida, with offices at 444 S.W. 2nd Avenue,
Miami, Florida 33130-1910 (hereinafter called "Mortgagee").
RECITALS
WHEREAS, the Mortgagor 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, to Resolution No. R-24-0424 adopted on October 24, 2024, the Mortgagee
accepted Community Project Funding ("CPF") grant funds in the amount of Three Million, Five
Hundred Thousand and 00/100 Dollars ($3,500,000.00) from the United States Department of
Housing and Urban Development ("HUD") to fund the Project; and
WHEREAS, on March 26, 2025, the City's Housing and Commercial Loan Committee
("HCLC") approved the allocation of the CPF funds in the amount of Three Million, Five Hundred
Thousand and 00/100 Dollars ($3,500,000.00) for the construction of the Project which consists of
a total of sixty (60) affordable housing rental units for Extremely Low Income Households; and
WHEREAS, Mortgagor has delivered to Mortgagee that certain Promissory Note for 5215
Flagler Street, LLC, of even date herewith, made by Mortgagor in favor of Mortgagee (as the same
may be amended, restated, replaced, supplemented or otherwise modified from time to time, and
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together with any and all renewals, replacements, extensions, modifications, substitutions, future
advances and any other evidence of indebtedness evidenced by said Promissory Note) (the
"Note"), which Note evidences the Indebtedness in the amount of Three Million, Five Hundred
Thousand and 00/100 Dollars ($3,500,000.00) in CPF funds which are restricted by certain other
documents that are executed of even date herewith such as the Loan Agreement, Declaration of
Restrictive Covenants, Disbursement Agreement, Rent Regulatory Agreement, and the Note (the
"Loan").
NOW THEREFORE, in consideration of the making of the Loan by Mortgagee and the
covenants, agreements, representations and warranties set forth in this Mortgage:
WITNESSETH THAT:
FOR GOOD AND VALUABLE CONSIDERATION, as set forth in the above recitals that are
hereby incorporated by reference, the receipt and sufficiency of which are hereby acknowledged,
and also in consideration of the aggregate sum named in the promissory note from the Mortgagor
in favor of the Mortgagee, in the original principal amount of Three Million, Five Hundred
Thousand and 00/100 Dollars ($3,500,000.00) (hereinafter referred to as the "Note"), the
Mortgagor does grant, bargain sell, alien, remise, release, convey and confirm unto the Mortgagee,
in leasehold interest, that certain tract of land which the Mortgagor is now seized and possessed
and in actual possession, situate in Miami -Dade County, State of Florida, located at 5215 Flagler
Street, Miami, Florida 33134, legally described as follows:
SEE EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN
TOGETHER WITH all structures and improvements now and hereafter located thereon,
the rents, issues and profits thereof, all furniture, furnishings, fixtures and equipment now located
thereon, and also all gas and electric fixtures, heaters, air conditioning, equipment, machinery,
motors, baths, tubs, sinks, water closets, faucets, pipes and other plumbing and heating fixtures,
refrigerators, blinds, and other window treatments, which are now or may hereafter pertain to or
be used with, in or on said premises, and which, even though they be detached or detachable, are
and shall be deemed to be fixtures and accessions to the freehold and a part of the realty, and all
additions thereto and replacements thereof, which real property, improvements and personalty
shall hereinafter collectively be referred to as the "Mortgaged Property".
TO HAVE AND TO HOLD the same, together with all tenements and hereditaments and
appurtenances, unto the Mortgagee in leasehold estate, forever.
The Mortgagor does covenant with the Mortgagee that Mortgagor is indefeasibly seized of
a leasehold estate in the Mortgaged Property; that the Mortgagor has full power and lawful right
to convey the leasehold estate in the Mortgaged Property as aforesaid; that the Mortgaged Property
is free from all encumbrances except as specified on Exhibit "B" attached hereto and incorporated
herein; that the Mortgagor will make such further assurances to perfect the leasehold estate to the
Mortgaged Property in the Mortgagee as may reasonably be required; and that the Mortgagor does
hereby fully warrant the leasehold title to the Mortgaged Property, and will defend the same against
the lawful claims of all persons whomsoever.
PROVIDED ALWAYS, that if the Mortgagor shall pay unto the Mortgagee or otherwise
perform and fulfill its obligations with respect to the indebtedness and obligations evidenced by
the Note, and shall perform, comply with and abide by each and every one of the stipulations,
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agreements, conditions and covenants of the Note, this Mortgage, the Covenant, the Disbursement
Agreement, the Rent Regulatory Agreement, and the Loan Agreement, dated same date herein by
and between Mortgagee, as lender therein, and Mortgagor, as borrower therein (the "Agreement"
or "Loan Agreement") and all other loan documents executed in connection herewith and therewith
(hereinafter jointly referred to as "the Loan Documents"), then this Mortgage and the estate thereby
created shall cease and be null and void.
AND THE MORTGAGOR HEREBY COVENANTS AND AGREES AS
FOLLOWS:
1. PERFORMANCE OF NOTE AND MORTGAGE. The Mortgagor shall pay
or otherwise fully perform its obligations with respect to the payment of all and singular the
principal, interest and other sums of money payable by virtue of the Note and this Mortgage, or
either, promptly on the days when the same severally become due and payable, and shall perform,
comply with and abide by each and every of the stipulations, agreements, conditions and covenants
set forth in the Note, this Mortgage and the Loan Documents.
2. TAXES AND OTHER CHARGES. The Mortgagor shall pay when due
and payable and before any interest, charge or penalty is due thereon, without any deduction,
defalcation or abatement, all taxes, assessments, levies, liabilities, obligations, encumbrances,
water and sewer rents and all other charges or claims of every nature and kind which may be
imposed, suffered, placed, assessed, levied, or filed at any time against this Mortgage, the
Mortgaged Property or any part thereof or against the interest of the Mortgagee therein, or which
by any present or future law may have priority over the indebtedness secured hereby either in lien
or in distribution out of the proceeds of any judicial sale, without regard to any law heretofore or
hereafter to be enacted imposing payment of the whole or of any part upon the Mortgagee; and
insofar as any such tax, assessment, levy, liability, obligation or encumbrance is of record, the
same shall be promptly satisfied and discharged of record and the original official document (such
as, for instance, the tax receipt or the satisfaction paper officially endorsed or certified) shall be
placed in the hands of the Mortgagee no later than such dates; provided, however, that if, pursuant
to this Mortgage or otherwise, the Mortgagor shall have deposited with the Mortgagee before the
due date thereof sums sufficient to pay any such taxes, assessments, levies, water and sewer rents,
charges or claims, and the Mortgagor is not otherwise in default, they shall be paid by the
Mortgagee; and provided further, that if the Mortgagor in good faith and by appropriate legal action
shall contest the validity of any such items or the amount thereof, and shall have established on its
books or by deposit of cash with the Mortgagee, as the Mortgagee may elect, a reserve for the
payment thereof in such amount as the Mortgagee may require, then the Mortgagor shall not be
required to pay the item or to produce the required receipts: (a) while the reserve is maintained;
and (b) so long as the contest operates to prevent collection, is maintained and prosecuted with
diligence, and shall not have been terminated or discontinued adversely to the Mortgagor. The
Mortgagor shall furnish the Mortgagee with annual receipted tax bills evidencing payment within
ninety (90) days from their initial due date.
3. INSTALLMENTS FOR INSURANCE, TAXES AND OTHER CHARGES.
Without limiting the effect of Paragraphs 2 or 5 hereof, the Mortgagee may require the Mortgagor
to pay to the Mortgagee, monthly with the monthly installments of principal and interest, an
amount equal to one -twelfth (1/12) of the annual premiums for the insurance policies referred to
hereinabove and the annual real estate taxes, water and sewer rents, any special assessments,
charges or claims and any other item which at any time may be or become a lien upon the
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Mortgaged Property prior to the lien of this Mortgage; and on demand from time to time the
Mortgagor shall pay to the Mortgagee any additional sums necessary to pay the premiums and
other items, all as estimated by the Mortgagee. The amounts so paid shall be used in payment
thereof if the Mortgagor is not otherwise in default hereunder. No amount so paid shall be deemed
to be trust funds but may be commingled with general funds of the Mortgagee, and no interest
shall be payable thereon. If, pursuant to any provision of this Mortgage, the whole amount of the
unpaid principal debt becomes due and payable, the Mortgagee shall have the right, at its election,
to apply any amount so held against the entire indebtedness secured hereby. At the Mortgagee's
option, the Mortgagee from time to time may waive, and after any such waiver may reinstate, the
provisions of this Paragraph requiring monthly payments.
4. ATTORNEYS' FEES AND COSTS. Subject to Paragraph 11, in the event
litigation, arbitration, or mediation, between the parties hereto, arises out of the terms of this
Mortgage, each party shall be responsible for its own attoiney's fees, costs, charges, and expenses
through the conclusion of all appellate proceedings, and including any fmal settlement or
judgment.
5. INSURANCE. The Mortgagor shall keep the buildings and improvements
now or hereafter erected on the Mortgaged Property continuously insured under a policy or policies
providing coverage on an "all risk" basis, in a sum not less than full insurable value or replacement
cost valuation, including coverage for windstorm, hail, and flood insurance if applicable in a
company or companies acceptable to the Mortgagee. Such policy shall also include coverage for
Law and Ordinance and Loss of Rents with a maximum policy deductible on windstorm, hail and
flood of 5%. In addition, the Mortgagor agrees to continuously maintain Commercial General
Liability with limits of $1,000,000 per occurrence, $2,000,000 policy aggregate protecting against
bodily injury and property damage arising from claims involving premises and operations,
products and completed operations, personal and advertising injury liability, and hired and non
owned automobile exposures. In addition, the Mortgagor shall furnish Umbrella Liability coverage
with limits of at least $2,000,000 per occurrence, $2,000,000 policy aggregate. The policy or
policies of insurance contained herein shall list the Mortgagee as an additional insured on all third
party liability policies and loss payee as to property, and be held by and be payable to the
Mortgagee. In the event any sum of money becomes payable under such policy or policies, the
Mortgagee shall have the option to receive and apply the same on account of the indebtedness
secured by this Mortgage or to permit the Mortgagor to receive and use it, or any part thereof, for
other purposes, without thereby waiving or impairing any equity lien or right under or by virtue of
this Mortgage. In the event the Mortgagor fails to procure and maintain the insurance coverage
required hereby, the Mortgagee may procure and pay for such insurance or any part thereof,
without waiving or affecting its option to foreclose this Mortgage, or any right thereunder. Each
and every such payment made by the Mortgagee shall be secured by this Mortgage; shall be due
and payable on demand; and, shall bear interest from the date each such payment is made at the
maximum rate permitted by law. Notwithstanding any provision contained herein, Mortgagee will
not exercise its option to receive and apply the insurance funds to the indebtedness if there has not
been an event of default under the Loan Documents and Mortgagor demonstrates there are
sufficient funds to rebuild, repair or restore the improvements on the Mortgaged Property. The
foregoing rights of Mortgagee are subject to the rights of the Permitted Senior Lenders (as defined
below) under the documents governing any Permitted Senior Financing (collectively, the
"Permitted Senior Financing Documents").
6. CARE OF THE MORTGAGED PROPERTY. The Mortgagor shall exercise
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reasonable care in the maintenance of the Mortgaged Property, and shall not permit, commit or
suffer any waste, impairment or deterioration of the Mortgaged Property or any part thereof. In
the event the Mortgagor fails to keep the Mortgaged Property in good repair, the Mortgagee may
make such repairs as it may deem necessary in its sole discretion for the proper preservation
thereof, and the full amount of each such payment shall be due and payable with interest at the
maximum rate permitted by law on demand, and shall be secured by the lien of this Mortgage.
7. EXISTING/OTHER MORTGAGES AND OBLIGATIONS. Any default in
the payment or terms and conditions of any existing or other mortgage(s), or any modification of,
and/or acceptance of future advances from, any existing or other mortgage(s), other than in
connection with the Permitted Senior Financing without the notice and prior written approval of
Mortgagee, shall constitute a default hereunder and the Mortgagee, at its option, may declare all
sums due and payable and accelerate the entire indebtedness.
The Mortgagee may, at its option, and without waiving its right to accelerate the
indebtedness hereby secured and to foreclose the same, pay either before or after delinquency any
or all of those certain obligations required by the terms hereof to be paid by the Mortgagor for the
protection of the Mortgage security or for the collection of the indebtedness hereby secured. All
sums so advanced or paid by Mortgagee shall be charged into the mortgage account, and every
payment so made shall bear interest from the date thereof at the delinquent rate specified in said
Note, and become an integral part thereof, subject in all respects to the terms, conditions and
covenants of the aforesaid Promissory Note, and this Mortgage, as fully and to the same extent as
though a part of the original indebtedness evidenced by said Note and secured by this Mortgage,
excepting however, that said sums shall be repaid to the Mortgagee within fifteen (15) calendar
days after demand by the Mortgagee to the Mortgagor for said payment.
8. INSPECTION. The Mortgagee, and any persons authorized by the Mortgagee,
shall have the right at any time, upon reasonable notice to the Mortgagor, to enter the Mortgaged
Property at a reasonable hour to inspect and photograph its condition and state of repair, subject to
the rights of tenants under the terms of their leases.
9. ACCELERATION OF MATURITY. That (a) in the event of any breach of
this Mortgage, or default on the part of the Mortgagor which is not cured within thirty (30) calendar
days following written notice from the Mortgagee, or if such default cannot practicably be cured
within thirty (30) calendar days, then within such additional time as may be required to effect a cure,
so long as (i) the cure is commenced within thirty (30) calendar days and is diligently prosecuted
and (ii) the lack of a cure during such continuing cure period has no material adverse effect on the
Mortgaged Property, or (b) in the event any of said sums of money herein referred to be not
promptly and fully paid within fifteen (15) calendar days next after the same severally become due
and payable, without demand or notice; or (c) in the event each and every stipulation, agreement,
condition and covenants of the Note, this Mortgage, or any of the Loan Documents, are not duly,
promptly and fully performed, discharged, executed, effected, completed, complied with and
abided by, following the applicable notice and cure period as may be provided in the Agreement
or the Loan Agreement; or (d) in the event the Mortgagor shall fail, within ten (10) calendar days
written notice by the Mortgagee to execute a Mortgagor's certificate in favor of any assignee or
prospective assignee of the Mortgagee's interest hereunder which certificate shall contain such
acknowledgments, affirmations, and covenants as may be reasonably required to enable the
Mortgagee to assign their interest hereunder, or (e) upon the rendering by any court of last resort
of a decision that an undertaking by the Mortgagor as herein provided to pay taxes, assessments,
levies liabilities, obligations and encumbrances is legally inoperative or cannot be enforced, or (f)
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in the event of the passage of any law changing in any way or respect the laws now in force for the
taxation of mortgages or debts secured thereby, or the manner of collection of any such taxes, so
as to materially adversely affect this Mortgage or the debt secured hereby; or (g) in the event there
exists an event of default under and pursuant to the terms of any other obligation of any kind or
nature whatsoever of the Mortgagor to the Mortgagee, direct or contingent, whether now existing
or hereafter due, existing, created or arising, then in either or any such event, the said aggregate
sum mentioned in said Note then remaining unpaid, with interest accrued, and all other fees and
charges due in connection therewith, and all monies secured hereby shall become due and payable
forthwith, or thereafter, at the option of the Mortgagee or successor mortgagee hereof, as fully and
completely as if all of the sums of money were originally stipulated to be paid on such day,
anything in the Note and/or in this Mortgage to the contrary notwithstanding; and thereupon or
thereafter, at the option of the Mortgagee or successor mortgagee hereof, without notice or
demand, suit at law or in equity, therefore, or thereafter begun, may be prosecuted as if all money
secured hereby had matured prior to its institution.
10. NO ADDITIONAL FINANCING. The Mortgagor hereby covenants and agrees
that Mortgagor shall not procure any other financing in connection with the Mortgaged Property
without the prior written consent of the Mortgagee other than financings disclosed to the
Mortgagee in writing as of the date hereof
11. DEFENSE OF MORTGAGED PROPERTY AND MORTGAGE. If any action
or proceeding shall be commenced by any person other than the Mortgagee, and the Mortgagee is
made a party, or in which it shall become necessary for the Mortgagee to defend or take action to
uphold or defend the lien of this Mortgage, all sums paid or incurred by the Mortgagee for the
expense of any litigation, including court costs and reasonable attorneys' fees incurred in any trial,
appellate, and bankruptcy proceedings, to prosecute or defend the rights and liens created by this
Mortgage shall be paid by the Mortgagor, together with interest thereon at the maximum rate
permitted by law from the date thereof, and any such sum and interest thereon shall be a claim
upon the Mortgaged Property, attaching or accruing subsequent to the lien of this Mortgage, and
shall be secured by the lien of this Mortgage.
12. CONDEMNATION. In the event the Mortgaged Property or any part
thereof shall be condemned under the power of eminent domain, the Mortgagee shall have the
right to demand that all damages awarded for such taking be paid to the Mortgagee and shall be
entitled to receive same, up to the aggregate amount then remaining unpaid on the Note and this
Mortgage, and any such sums shall be applied to the payments last payable thereof. The foregoing
rights of Mortgagee are subject to the rights of the Permitted Senior Lenders under the Permitted
Senior Financing Documents.
13. SUBROGATION. To the extent of the indebtedness of the Mortgagor to the
Mortgagee as described in the Note, the Mortgagee shall be subrogated to the lien and the rights
of the owners and holders of each and every mortgage, lien or other encumbrance on the
Mortgaged Property which is paid or satisfied, in whole or in part, out of the proceeds of the Note.
The respective liens of such mortgages, liens or other encumbrances shall be and are hereby
security for the Note, as if they had been regularly assigned, transferred, and delivered unto the
Mortgagee, notwithstanding the fact that the same may be set aside and canceled of record. It is
the intention of the parties hereto that the prior mortgages, liens or other encumbrances will be
satisfied and canceled of record by the holders thereof at or about the time of the recording of this
Mortgage.
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14. APPOINTMENT OF RECEIVER. At any time while a suit is pending to
foreclose or to reform this Mortgage or to enforce any claims arising hereunder, the Mortgagee
may apply to a court of appropriate jurisdiction for the appointment of a receiver, and such court
shall forthwith appoint a receiver of the Mortgaged Property, including all and singular the income,
profits, rents, issues and revenues from whatever source derived. The receiver shall have all the
broad and effective functions and powers in anywise entrusted by a court to a receiver, and such
appointment shall be made by such court as an admitted equity and as a matter of absolute right to
the Mortgagee without reference to the adequacy or inadequacy of the value of the Mortgaged
Property, or to the solvency or insolvency of the Mortgagor or the Defendants. All income, profits,
rents, issues and revenues collected by the receiver shall be applied by such receiver according to
the lien of this Mortgage, and the practice of such court. The foregoing rights of Mortgagee are
subject to the rights of the Permitted Senior Lenders under the Permitted Senior Financing
Documents.
15. NO TRANSFER OF MORTGAGED PROPERTY. It is expressly agreed that
should the Mortgagor convey title to the Mortgaged Property or, except as may be set forth in
Section 6.5 of the Loan Agreement, any legal or equitable interest therein, to any person, firm or
corporation or shall permit or create any further encumbrances upon the Mortgaged Property
without the prior written approval of the Mortgagee to such conveyance or encumbrance, all sums
outstanding under the Note and secured by this Mortgage shall become immediately due and
payable, at the option of the Mortgagee.
16. LEASES AFFECTING MORTGAGED PROPERTY. The Mortgagor
shall comply with and observe its obligations as landlord under all leases affecting the Mortgaged
Property or any part thereof Upon request, the Mortgagor shall furnish promptly to the Mortgagee
executed copies of all such leases now existing or hereafter created. The Mortgagor shall not
accept payment of rent more than one (1) month in advance without the prior written consent of
the Mortgagee. Nothing contained in this Section or elsewhere in this Mortgage shall be construed
to make the Mortgagee a mortgagee in possession unless and until the Mortgagee actually takes
possession of the Mortgaged Property either in person or through an agent or receiver. To the
extent not provided by applicable law, each lease of the Mortgaged Property, shall provide that, in
the event of the enforcement by the Mortgagee of the remedies provided for by law or by this
Mortgage, the lessee thereunder will, if requested by the Mortgagee or by any person succeeding
to the interest of the Mortgagee as the result of said enforcement, automatically become the lessee
of any such successor in interest, without any change in the terms or other provisions of the
respective lease; provided, however, that said successor in interest shall not be bound by (i) any
payment of rent or additional rent for more than one (1) month in advance, except prepayments in
the nature of security for the performance by said lessee of its obligations under said lease not in
excess of an amount equal to one (1) month's rental, or (ii) any amendment or modification in the
lease made without the consent of the Mortgagee or any successor in interest. Each lease shall also
provide that, upon request by said successor in interest, the lessee shall execute and deliver an
instrument or instruments confirming its attomment.
17. ASSIGNMENT OF RENTS, ISSUES AND PROFITS. The Mortgagor does
hereby bargain, sell, transfer, assign, convey, set over and deliver unto the Mortgagee, as security
for the payment and performance of all the terms and conditions of the Note and this Mortgage,
Page 7 of 15
and any and all amendments, extensions and renewals thereof, all Leases affecting the Mortgaged
Property or any part thereof now existing or which may be executed at any time in the future during
the life of this Mortgage, and all amendments, extensions and renewals of said leases and any of
them, and all rents and other income which may now or hereafter be or become due or owing under
the Leases, and any of them, on account of the use of the Mortgaged Property, it being intended
hereby to establish a complete transfer of the leases hereby assigned and all the rents and other
income arising thereunder and on account of the use of the Mortgaged Property unto the
Mortgagee, with the right, but without the obligation, to collect all of said rents and other income
which may become due during the life of the Note and this Mortgage. The Mortgagor agrees to
deposit with the Mortgagee upon demand such leases as may from time to time be designated by
the Mortgagee. Although it is the intention of the parties that this shall be a present assignment, it
is expressly understood and agreed, anything herein contained to the contrary notwithstanding,
that the Mortgagee shall not exercise any of the rights or powers herein conferred upon it until a
default shall occur under the terms and provisions of the Note and this Mortgage, but upon the
occurrence of any default the Mortgagee shall be entitled, upon notice to the tenants, to all rents
and other amounts then due under the leases and thereafter accruing, and this Mortgage shall
constitute a direction to and full authority to the tenants, lessees or other occupants of the premises
(hereinafter collectively referred to as the "Tenants") to pay all said amounts to the Mortgagee
without proof of the default relied upon. The Tenants are hereby irrevocably authorized to rely
upon and comply with any notice or demand by the Mortgagee for the payment to the Mortgagee
of any rental or other sums which may be or thereafter become due under the leases, or for the
performance of any of the Tenants undertakings under the leases and shall have no right or duty to
inquire as to whether any default under this Mortgage has actually occurred or is then existing.
18. MORTGAGE CONSTITUTES SECURITY AGREEMENT. This Mortgage
also constitutes a security agreement as defined under the Uniform Commercial Code. The
Mortgagor hereby grants to the Mortgagee a security interest in and to all furniture, furnishings,
equipment, machinery, and personal property of every nature whatsoever now owned or hereafter
acquired by the Mortgagor located upon the Mortgaged Property together with all proceeds
therefrom and as further described in an exhibit to the Security Agreement of even date herewith,
if any. The Mortgagor shall execute any and all documents as the Mortgagee may request,
including, without limitation, financing statements pursuant to the Uniform Commercial Code as
adopted by the State of Florida, to preserve and maintain the priority of the lien created hereby on
property which may be deemed personal property or fixtures. The Mortgagor hereby authorizes
and empowers the Mortgagee to execute and file on behalf of the Mortgagor all financing
statements and refiling and continuations thereof as the Mortgagee deems necessary or advisable
to create, preserve or protect said lien. The Mortgagor and Mortgagee expressly agree that the
filing of a financing statement shall never be construed as in anywise derogating from or impairing
the express declaration and intention of the parties hereto that all such personalty located on or
utilized in connection with the real property encumbered by this Mortgage shall at all times and
for all purposes, in all proceedings both legal and equitable, be deemed a part of the real property
encumbered by this Mortgage.
19. CARE OF PROPERTY.
(a) The Mortgagor shall preserve and maintain the Mortgaged Property in good
condition and repair. Except for: (i) repairs or replacements for ordinary wear and tear or in the
ordinary course of management of the Mortgaged Property; (ii) tenant or similar improvements
Page 8 of 15
and upgrades; and (iii) repairs, replacements, or other restorations in the event of a casualty or
condemnation that are performed in accordance with the Loan Agreement, the Mortgagor shall not
remove, demolish, alter or change the use of any building, structure or other improvement
presently or hereafter on the Land constituting any part of the Mortgaged Property without the
prior written consent of the Mortgagee. The Mortgagor shall not permit, commit or suffer any
waste, impairment or deterioration of the Mortgaged Property or of any part thereof, and will not
take any action which will increase the risk of fire or other hazard to the Mortgaged Property or to
any part thereof. The Mortgagor shall comply with all applicable local, state, and federal
regulations in regards to the Property.
(b) Except as otherwise provided in this Mortgage, no fixture, personal property or
other part of the Mortgaged Property shall be removed, demolished or altered, without the prior
written consent of the Mortgagee. The Mortgagor may sell or otherwise dispose of, free from the
lien of this Mortgage, furniture, furnishings, equipment, tools, appliances, machinery, fixtures or
appurtenances, subject to the lien hereof, which may become worn out, undesirable or obsolete,
only if they are replaced immediately with similar items of at least equal value which shall, without
further action, become subject to the lien of this Mortgage.
20. MORTGAGE SECURES INDEBTEDNESS. It is expressly agreed and
understood that this Mortgage secures the indebtedness and the obligation of the Mortgagor to the
Mortgagee with respect to the Note, as the same is evidenced by the Note, and all renewals,
extensions and modifications thereof. This Mortgage shall not be deemed released, discharged or
satisfied until the entire indebtedness evidenced by the Note is paid in full.
21. MORTGAGEE'S REMEDIES CUMULATIVE. The Mortgagor agrees
that all rights of the Mortgagee hereunder shall be separate, distinct, and cumulative, and that none
shall be in exclusion of the other, and that no act of the Mortgagee shall be construed as an election
to proceed under any provision of covenant herein to the exclusion of any other, notwithstanding
anything herein to the contrary.
22. FUTURE ADVANCES. Pursuant to the laws of the State of Florida, this
Mortgage shall secure not only the existing indebtedness evidenced by the Note, but also such
future advances as may be made by the Mortgagee to the Mortgagor in accordance with the Note,
this Mortgage, or any other Loan Document executed in connection herewith, whether or not such
advances are obligatory or are to be made at the option of the Mortgagee, or otherwise, and as are
made within twenty (20) years from the date hereof, to the same extent as if such future advances
were made on the date of the execution of this Mortgage. The total amount of indebtedness that
may be so secured may decrease or increase from time to time, but the total unpaid balance so
secured at one time shall not exceed one and a half times the face amount of the Note, plus interest
thereon, and any disbursements made for the payment of taxes, levies or insurance on the
Mortgaged Property with interest on such disbursements at the rate designated in the Note to apply
following a default thereunder.
23. INDEMNIFICATION. The Mortgagor hereby protects, indemnifies, defends,
and saves harmless the Mortgagee, its officers, directors, agents and employees, from and against
any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses
(including without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by
or asserted against the Mortgagee or any of such persons by reason of (a) ownership of any interest
in the Mortgaged Property or any part thereof', (b) any accident, injury to or death of persons or
loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or
Page 9 of 15
the adjoining sidewalks, curbs, vaults and vault space, if any, streets or ways, (c) any use, disuse
or condition of the Mortgaged Property or any part thereof, or the adjoining sidewalks, curbs,
vaults and vault space, if any, or any streets or ways, (d) any failure on the part of the Mortgagor
to perform or comply with any of the terms hereof or of any of the Loan documents executed in
connection herewith, or any inaccuracy in any representation or warranty made by the Mortgagor
herein or in any of the Loan Documents executed in connection herewith, (e) any necessity to
defend any of the right, title or interest conveyed by this Mortgage, (f) the performance of any
labor or services or the furnishing of any materials or other property in respect of the Mortgaged
Property or any part thereof, (g) any subsidence or erosion of any part of the surface of the
Mortgaged Property, including any shoreline or any bank of any river, stream, creek, lake, ocean or
other water source, or (h) the location or existence of asbestos or any toxic or hazardous waste,
chemicals, materials or substance on, at, in or under the Mortgaged Property or any part thereof.
If any action, suit or proceeding is brought against the Mortgagee, or any of its officers, directors,
agents or employees, for any such reason, the Mortgagor, upon the request of such party, will, at
the Mortgagor's expense, cause such action, suit or proceeding to be resisted and defended by
counsel satisfactory to the Mortgagee or such person. Any amounts payable to an indemnified
party under this Section which are not paid within ten (10) calendar days after written demand
therefor shall bear interest at the default rate of interest provided in the Note from the date of such
demand, and such amounts, together with such interest, shall be indebtedness secured by this
Mortgage. The obligations of the Mortgagor under this Section shall survive any defeasance of
the Mortgage.
24. HAZARDOUS MATERIALS. The Mortgagor agrees that it will not use,
generate, store or dispose of Hazardous Materials on the Mortgaged Property. For purposes hereof,
"hazardous materials" include (but are not limited to) materials defined as "hazardous waste"
under the Federal Resource Conservation and Recovery Act and similar state laws, or as
"hazardous substances" under the Federal Comprehensive Environmental Response,
Compensation and Liability Act and similar state laws. Hazardous materials include (but are not
limited to) solid, semi -solid, liquid or gaseous substances that are toxic, ignitable, corrosive,
carcinogenic or otherwise dangerous to human, plant or animal health and well-being. Examples
of hazardous waste include paints, solvents, chemicals, petroleum products, batteries,
transformers, and other discarded man-made materials with hazardous characteristics. The
Mortgagee shall have all remedies at law and equity for failure of the Mortgagor to carry out the
foregoing obligation, including but not limited to specific performance, damages, reasonable
attorneys' fees and court costs. This provision shall survive payment of the Note and termination
of this Mortgage.
25. REPRESENTATIONS AND WARRANTIES. In order to induce the Mortgagee
to make the Loan evidenced by the Note, the Mortgagor represents and warrants that: (a) there are
no actions, suits or proceedings pending or threatened against or affecting the Mortgagor or any
portion of the Mortgaged Property, or involving the validity or enforceability of this Mortgage or
the priority of its lien, before any court of law or equity or any tribunal, administrative board or
governmental authority, and the Mortgagor is not in default under any other indebtedness or with
respect to any order, writ, injunction, decree, judgment or demand of any court or any
governmental authority; (b) the execution and delivery of the Note, this Mortgage and all other
Loan Documents do not and shall not (i) violate any provisions of any law, rule, regulation, order,
writ, judgment, injunction, decree, determination or award applicable to the Mortgagor or any
other person executing the Note, this Mortgage or other Loan Documents, nor (ii) result in a breach
of, or constitute a default under, any indenture, bond, mortgage, lease, instrument, credit
Page l0 of 15
agreement, undertaking, contract or other agreement to which the Mortgagor or such other person
is a party or by which either or both of them or their respective properties may be bound or affected;
(c) the Note, this Mortgage and all other Loan Documents constitute valid and binding obligations
of the Mortgagor and any other person executing the same, enforceable against the Mortgagor and
such other person(s) in accordance with their respective terms; (d) there is no fact that the
Mortgagor and any guarantor(s) of the Loan have not disclosed to the Mortgagee in writing that
could materially adversely affect their respective properties, business or financial conditions or the
Mortgaged Property or any other collateral for the Loan; (e) the Mortgagor and any guarantor(s)
of the Loan have duly obtained all permits, licenses, approvals and consents from, and made all
filings with, any governmental authority (and the same have not lapsed nor been rescinded or
revoked) which are necessary in connection with the execution and delivery of this Mortgage and
any other Loan Document, the making of the Loan, the performance of their respective obligations
under any Loan Document, or the enforcement of any Loan Document; and that all such
representations and warranties shall survive the closing of the Loan and any bankruptcy
proceedings.
26. SEVERABILITY OF INVALID PROVISIONS. In the event any
provision of the Note and or this Mortgage should be held unconstitutional, illegal or
unenforceable for any reason, such provision shall not affect, alter, or otherwise impair any other
provision of the Note and or this Mortgage.
27. NO WAIVER. It is expressly agreed and understood that a waiver by the
Mortgagee of any right or rights conferred to it hereunder with regard to any one transaction or
occurrence shall not be deemed a waiver of such right or rights to any subsequent transaction or
occurrence. It is further agreed that any forbearance or delay by the Mortgagee in the enforcement
of any right or remedy hereunder shall not constitute or be deemed a waiver of such right or
remedy.
28. GOVERNING LAW AND VENUE. This Mortgage shall be construed and
enforced pursuant to the laws of the State of Florida, excluding all principles of choice of laws,
conflict of laws and comity. Any action pursuant to a dispute under this Mortgage must be brought
in Miami -Dade County and no other venue. All meetings to resolve said dispute, including
voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will
take place in this venue. The parties both waive any defense that venue in Miami -Dade
County is not convenient.
29. HEADINGS. The headings of the articles, sections, paragraphs and
subdivisions of this Mortgage are for convenience and ease of reference only, and are not to be
considered a part hereof, and shall not limit or otherwise affect any of the terms or provisions
hereof.
30. GENDER AND NUMBER. In this Mortgage and the Note it secures, the
singular shall include the plural and the masculine shall include the feminine and neuter.
31. PARTIES BOUND; NO ORAL MODIFICATIONS. Each and every of the
terms, covenants and conditions contained herein shall be binding upon the parties hereto and their
successors, heirs, assigns and devisee. This Mortgage is not subject to modification other than by
Page 11 of 15
a written document or instrument executed by the party or parties to be charged with such
modification.
32. CAPITALIZED TERMS. All capitalized terms not defined herein shall have the
meanings provided in the Loan Agreement and the Exhibits thereto.
33. SUBORDINATION. Notwithstanding anything to the contrary set forth in this
Mortgage or any of the other Loan Documents, Mortgagee acknowledges that the Loan and the
Loan Documents and the rights of Mortgagee 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 set forth in one or more subordination agreements to
be entered into by the Lender and the Permitted Senior Lenders.
34. WAIVER OF TRIAL BY JURY. THE MORTGAGOR HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES THE RIGHT TO A
TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED HEREON OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS MORTGAGE, OR ANY
OF THE LOAN DOCUMENTS OR THE FINANCING CONTEMPLATED HEREBY, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR THE ACTIONS OF ANY PARTY HERETO. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR THE MORTGAGEE EXTENDING
THE LOAN SECURED BY THIS MORTGAGE.
[SIGNATURE ON FOLLOWING PAGE]
Remainder of page intentionally left blank.
Page 12 of 15
IN WITNESS WHEREOF, the Mortgagor has hereunto set its hand and seal the day and year
first above written.
WITNESSES:
Signature: �1
Print Name: 1car7'
Address: 2850 Tigertail Avenue, Suite
800, Miami, Florida 33133
Signature:
Print Name: To rerna?golf L do LGii-veo
Address: 2850 Tigertail Avenue, Suite
800, Miami, Florida 33133
STATE OF FLORIDA
}
COUNTY OF MIAM1-DADE } SS:
MORTGAGOR: 5215 FLAGLER STREET,
LLC, a Florida limited liability company
By: 5215 Flagler Street Manager, LLC, a
Florida limited liability company, its manager
By:
'1 94
Print Name: Tony Del Pozzo
Title: Vice President
Date:
ACKNOWLEDGMENT
The foregoing in try Went was acknowled ed before me by means ofphysical presence or ❑
online notarization this d of }ila- , 2025 by Tony Del Pozzo, as Vice
President of 5215 Flagler Street Manager, LLC, Florida limited liability company, the manager of
5215 FLAGLER STREET, LLC, a Florida limited liability company, who is personally known to me
or has produced as identification.
VANESSAPILOTO
MV COMMISSION # HH 213353
. �`` EXPIRES: February 18, 2028
;9rF °a?:
OFFti.`
Print Name` 1aAA,
lCrID
Notary Public, State of Florida at large
Page 13 of 15
EXHIBIT A
Legal Description of The Property
Leasehold estate created by that Ground Lease by and between the City of Miami, a Florida municipal corporation,
as Landlord, and 5215 Flagler Street, LLC, a Florida limited liability company dated December 10, 2024, as
evidenced by the Memorandum of Ground Lease recorded May 23, 2025, in Official Records Book 34770, Page
1749, over the following described lands:
Lots 15, 16, 17, 18, 19, 20, 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.
TOGETHER WITH:
Drainage easement created by that Drainage Easement Agreement by and between The School Board of Miami -
Dade County, Florida, and 5215 Flagler Street, LLC, recorded May 12, 2025, in Official Records Book 34751, Page
4782, re -recorded on June 25, 2025, in Official Records Book 34818, Page 2929 of the Public Records of Miami -
Dade County, Florida.
Page 14 of 15
Exhibit J
Form of Declaration of Restrictive Covenants
Prepared by, and after recording return to:
Raymond Pereira, Esq.
City Attorney, City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130-1910
Tel: (305) 416-1800
After recording return to:
Maria T. Ason
Contract Compliance Analyst
City of Miami
Department of Housing and Community Development
444 S.W. 2nd Avenue
Miami, FL 33130-1910
Property Address: 5215 Flagler Street, Miami, Florida 33134
DECLARATION OF RESTRICTIVE COVENANTS FOR
FLAGLER VILLAS (CPF)
This Declaration of Restrictive Covenants for Flagler Villas (the "Covenant") made this
2 n d day of July, 2025 ("Effective Date") by 5215 FLAGLER STREET, LLC, a Florida limited
liability company (hereinafter referred to as "Project Sponsor"), is in favor of the CITY OF
MIAMI, a municipal corporation of the State of Florida (hereinafter referred to as the "City").
RECITALS
WHEREAS, the Project Sponsor is the long-term, ground lessee of the property legally
described in Exhibit "A," attached and incorporated hereto; and
WHEREAS, the Project Sponsor hereby agrees and covenants that the following described
property shall be subject to the provisions, covenants, and restrictions contained herein; and
WHEREAS, this Covenant is made for the express benefit of the City of Miami ("City"),
a Florida municipal corporation. It shall remain in full force and effect until released by the City;
and
WHEREAS, the City has loaned Three Million, Five Hundred Thousand and 00/100
Dollars ($3,500,000.00) in Community Project Funding ("CPF") funds to Project Sponsor
("Loan") in order to develop the Project, as more particularly described below; and
WHEREAS, the Project Sponsor is developing a project that will, among other things,
increase the supply of rental housing units for Extremely Low Households in the Flagami
community, to be known as Flagler Villas (hereinafter referred to as the "Project"), which will
consist of a 6-floor residential building on the Property. The Project will consist of a total of sixty
(60) residential apartment units all of which will be City Assisted Units (the "City Assisted Units")
developed on the Property, and are all subject to the terms, covenants, and restrictions contained
herein; and
WHEREAS, the City's allocation of funds for the Project is subject to that certain
Community Project Funding Loan Agreement by and between the City and Project Sponsor (the
"Loan Agreement") and other loan documents of even date herewith between the City and the
Project Sponsor (collectively the "Loan Documents"); and
WHEREAS, Project Sponsor desires to make a binding commitment to assure that the
Page 1 of 7
City Assisted Units and the Property in general are maintained and operated in accordance with
the provisions of the Loan Documents and this Covenant; and
WHEREAS, Project Sponsor, as a condition for receiving the Loan funds to construct the
Project, is required to record in the Public Records of Miami -Dade County, Florida, this Covenant
obligating the Project Sponsor, its successors, transferees, and assigns to maintain and operate the
Property in accordance with the Loan Documents; and
WHEREAS, the Project Sponsor hereby declares that this Covenant shall be and is a
covenant running with the Property and, unless released by the City, is binding on the Property for
the entire Affordability Period, and is not merely a personal covenant of the Project Sponsor; and
NOW THEREFORE, Project Sponsor voluntarily covenants and agrees that the City
Assisted Units and the Property in general shall be subject to the following restrictions that are
intended and shall be deemed to be covenants running with the land and binding upon Project
Sponsor, and its heirs, transferees, successors and assigns as follows:
Section 1. Recitals: The recitals and findings set forth in the preamble of this Covenant
are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section.
Section 2. Use of Property: The Project shall be developed on the Property and all of the
Project's sixty (60) units shall be City Assisted Units. All sixty (60) of the City Assisted Units
shall remain Affordable to Extremely Low Income Households for the period of time commencing
on the date of the Close -Out of the Project and ending thirty (30) years thereafter (the "Expiration
of the Affordability Period"). The sixty (60) City Assisted Units shall consist of sixty (60) one
bedroom/one bathroom apartment units. "Extremely Low Income" shall mean a household whose
annual income does not exceed thirty percent (30%) of the median income for the area, as
determined by the Florida Housing Finance Corporation ("FHFC") with adjustments for smaller
and larger families and with certain exceptions as provided by FHFC.
Section 3. Term of Covenant: This Covenant is a covenant running with the land. This
Covenant shall remain in full force and effect and shall be binding upon the Project Sponsor, its
successors and assigns from the closing of all financing until the Expiration of the Affordability
Period. The Affordability Period of this Project will be thirty (30) years commencing on Close -
Out of the Project. Upon the Expiration of the Affordability Period, this Covenant shall
immediately lapse and be of no further force and effect without the necessity of any other written
document or instrument. Notwithstanding the foregoing, upon the Expiration of the Affordability
Period, the City shall prepare for recording an instrument evidencing the expiration of and other
termination of this Covenant in the Public Records of Miami -Dade County, Florida.
Section 4. Prohibited Conveyances: Other than as provided in the Loan Agreement
(including, but not limited to, the Permitted Senior Financing and the Permitted Subordinate
Financing), the Project Sponsor covenants and agrees not to encumber or convey its interest in the
Project, Property, or any portion thereof, without prior written consent as required by the Loan
Agreement. For the purposes of this Covenant, any change in the ownership or control of the
Project Sponsor, which is not permitted under the Loan Documents, shall be deemed a conveyance
of an interest in the Project. Notwithstanding the foregoing, the City's prior written consent shall
not be required for the conversion of the Permitted Senior Financing Bond Loan to the permanent
loan.
Section 5. Repayment Upon Default: The Project Sponsor covenants and agrees that in the
event (i) of the sale or conveyance of any interest in the Project and/or the Property without prior
Page 2 of 7
City Assisted Units and the Property in general are maintained and operated in accordance with
the provisions of the Loan Documents and this Covenant; and
WHEREAS, Project Sponsor, as a condition for receiving the Loan funds to construct the
Project, is required to record in the Public Records of Miami -Dade County, Florida, this Covenant
obligating the Project Sponsor, its successors, transferees, and assigns to maintain and operate the
Property in accordance with the Loan Documents; and
WHEREAS, the Project Sponsor hereby declares that this Covenant shall be and is a
covenant running with the Property and, unless released by the City, is binding on the Property for
the entire Affordability Period, and is not merely a personal covenant of the Project Sponsor; and
NOW THEREFORE, Project Sponsor voluntarily covenants and agrees that the City
Assisted Units and the Property in general shall be subject to the following restrictions that are
intended and shall be deemed to be covenants running with the land and binding upon Project
Sponsor, and its heirs, transferees, successors and assigns as follows:
Section 1. Recitals: The recitals and findings set forth in the preamble of this Covenant
are hereby adopted by reference thereto and incorporated herein as if fully set forth in this Section.
Section 2. Use of Property: The Project shall be developed on the Property and all of the
Project's sixty (60) units shall be City Assisted Units. All sixty (60) of the City Assisted Units
shall remain Affordable to Extremely Low Income Households for the period of time commencing
on the date of the Close -Out of the Project and ending thirty (30) years thereafter (the "Expiration
of the Affordability Period"). The sixty (60) City Assisted Units shall consist of sixty (60) one
bedroom/one bathroom apartment units. "Extremely Low Income" shall mean a household whose
annual income does not exceed thirty percent (30%) of the median income for the area, as
determined by the Florida Housing Finance Corporation ("FHFC") with adjustments for smaller
and larger families and with certain exceptions as provided by FHFC.
Section 3. Term of Covenant: This Covenant is a covenant running with the land. This
Covenant shall remain in full force and effect and shall be binding upon the Project Sponsor, its
successors and assigns from the closing of all financing until the Expiration of the Affordability
Period. The Affordability Period of this Project will be thirty (30) years commencing on Close -
Out of the Project. Upon the Expiration of the Affordability Period, this Covenant shall
immediately lapse and be of no further force and effect without the necessity of any other written
document or instrument. Notwithstanding the foregoing, upon the Expiration of the Affordability
Period, the City shall prepare for recording an instrument evidencing the expiration of and other
termination of this Covenant in the Public Records of Miami -Dade County, Florida.
Section 4. Prohibited Conveyances: Other than as provided in the Loan Agreement
(including, but not limited to, the Permitted Senior Financing and the Permitted Subordinate
Financing), the Project Sponsor covenants and agrees not to encumber or convey its interest in the
Project, Property, or any portion thereof, without prior written consent as required by the Loan
Agreement. For the purposes of this Covenant, any change in the ownership or control of the
Project Sponsor, which is not permitted under the Loan Documents, shall be deemed a conveyance
of an interest in the Project. Notwithstanding the foregoing, the City's prior written consent shall
not be required for the conversion of the Permitted Senior Financing Bond Loan to the permanent
loan.
Section 5. Repayment Upon Default: The Project Sponsor covenants and agrees that in the
event (i) of the sale or conveyance of any interest in the Project and/or the Property without prior
Page 2 of 7
written consent as required by the Loan Documents (except as otherwise provided in the Loan
Documents or the foreclosure or assignment in lieu of foreclosure under the Permitted Senior
Financing), or (ii) that the Project Sponsor ceases to exist as an organization, the Project Sponsor
shall immediately make payment to the City in an amount equal to the full amount of Loan funds
disbursed and outstanding, with interest thereon as provided in the Note, and all unpaid fees,
charges and other obligations of the Project Sponsor due under any of the Loan Documents.
Section 6. Inspection and Enforcement: It is understood and agreed that any official
inspector of the City shall have the right any time during normal working hours to enter and
investigate the use of the Property to determine whether the conditions of this Covenant are in
compliance, subject to the rights of Residential tenants under their leases.
Section 7. Amendment and Modification: This Covenant may be modified, amended, or
released as to any portion of the Property by a written instrument executed on behalf of the City
and the Project Sponsor. Should this instrument be modified, amended, or released, the City
Manager shall execute a written instrument in recordable form to be recorded in the Public Records
of Miami -Dade County, Florida, effectuating and acknowledging such modification, amendment,
or release, as necessary in order to comply with the City's requirements or the CPF funds.
Section 8. Definitions: All capitalized terms not defined herein shall have the meanings
provided in the Loan Agreement.
Section 9. Severability: Invalidation of one of the provisions of this Covenant by judgment
of Court shall not affect any of the other provisions of the Covenant, which shall remain in full
force and effect.
Section 10. Recordation: This Covenant shall be filed of record among the Public Records
of Miami -Dade County, Florida, at the sole cost and expense of the Project Sponsor.
Section 11. Deed Restriction/Covenant Running with the Land: Any and all requirements
of the laws of the State of Florida that must be satisfied in order for the provisions of this Covenant
to constitute a deed restriction and covenant running with the land shall be satisfied in full, and
any requirements or privileges of estate are intended to be satisfied, or in the alternate, an equitable
servitude has been created to insure that these restrictions run with the land. For the term of this
Covenant, each and every contract, deed, or other instrument hereafter executed conveying the
Property or portion thereof shall expressly provide that such conveyance is subject to this
Covenant, provided, however, that the covenants contained herein shall survive and be effective
regardless of whether such contract, deed, or other instrument hereafter executed conveying the
Property or portion thereof provides that such conveyance is subject to this Covenant.
Section 12. Governing Law and Venue: This Covenant shall be construed and enforced
pursuant to the laws of the State of Florida, excluding all principles of choice of laws, conflict of
laws and comity. Any action pursuant to a dispute under this Covenant must be brought in Miami -
Dade County and no other venue. All meetings to resolve said dispute, including voluntary
arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this
venue. The parties both waive any defense that venue in Miami -Dade County is not convenient.
Section 13. CPF Funds: Project Sponsor acknowledges and agrees that this Covenant is
intended to evidence and memorialize the use of proceeds of the CPF funds for the purpose of
providing affordable housing in the City of Miami, Florida, as approved by HUD in Grant
Agreement No. B-24-CP-FL-0639. Project Sponsor acknowledges and agrees that the Project
Sponsor entering into this Covenant is a material inducement to the City making the
Page 3 of 7
aforementioned Loan.
[Signature Page Follows]
Remainder of page intentionally left blank.
Page 4 of 7
IN WITNESS WHEREOF, the Project Sponsor has caused this Declaration of Restrictive
Covenants to be executed by its duly authorized officers and the corporate seal to be affixed
hereto on the day and year first above -written.
WITNESSES:
Signature:
Print Name: I.rt.Jd6 MEfSkoN•1-1
Address: 2850 Tigertail Avenue, Suite
800, Miami, Florida 33133
Signature:
Print Name: To3e—Fern art 4Z dcec);rb
Address: 2850 Tigertail Avenue, Suite
800, Miami, Florida 33133
STATE OF FLORIDA
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: 1 9-1
Print Name: Tony Del Pozzo
Title: Vice President
Date:
ACKNOWLEDGMENT
}
COUNTY OF MIAMI-DADE } SS:
The foregoing instrument _was saacknowled bef re me by means off physical presence or ❑
online notarization this ; ;.r4 clay of .'� , , 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, who is personally
known to me or has produced ,_as identificatio
VANESSA PILOTO
*° i :* MY COMMISSION # NH 213353
--�•��OF F�,.•F�oa� EXPIRES: February 18, 2026
Notary Public, State of Florida at large
Page 5 of 7
A'11'EST:
CITY OF MIAMI, a municipal corporation of the State of
Florida
By:
Arthur Noriega V, ity Manager
APPROVED AS TO INSURANCE APPROVED AS TO FORM AND REQUIREMENTS
CORRECTNESS:
David Ruiz
George Wysong
Director of Risk Management City Attorney R P�-��
Page 6 of 7
Exhibit A
Legal Description Of The Property
Leasehold estate created by that Ground Lease by and between the City of Miami, a Florida
municipal corporation, as Landlord, and 5215 Flagler Street, LLC, a Florida limited liability
company dated December 10, 2024, as evidenced by the Memorandum of Ground Lease recorded
May 23, 2025, in Official Records Book 34770, Page 1749, over the following described lands:
Lots 15, 16, 17, 18, 19, 20, 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.
TOGETHER WITH:
Drainage easement created by that Drainage Easement Agreement by and between The School
Board of Miami -Dade County, Florida, and 5215 Flagler Street, LLC, recorded May 12, 2025, in
Official Records Book 34751, Page 4782, re -recorded on June 25, 2025, in Official Records Book
34818, Page 2929 of the Public Records of Miami -Dade County, Florida.
Page 7 of 7
Exhibit K
Form of Rent Regulatory Agreement
Prepared by:
Raymond Pereira, Esq.
Assistant City Attorney, City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130-1910
Tel: (305) 416-1800
After recording return to:
Maria T. Ason
Contract Compliance Analyst
City of Miami
Department of Housing and Community Development
444 S.W. 2nd Avenue
Miami, FL 33130-1910
Property Address: 5215 Flagler Street, Miami, Florida 33134
RENT REGULATORY AGREEMENT FOR
FLAGLER VILLAS (CPF)
This RENT REGULATORY AGREEMENT ("Regulatory Agreement") is entered into
this 2nd day of July, 2025, between 5215 FLAGLER STREET, LLC, a Florida limited liability
company (hereinafter referred to as "Borrower") and the CITY OF MIAMI (hereinafter referred
to as the "City").
The execution of this Regulatory Agreement by the Borrower is in connection with the
loan of Community Project Funding ("CPF") funds, (the "Loan"), secured by certain loan
documents to be executed in connection therewith (the "Loan Documents"), for the construction
of a total of sixty (60) residential apartment units. All sixty (60) of the residential apartment units
will be City assisted units (the "City Assisted Units") of that certain project known as Flagler
Villas. The development will be a sixty (60) residential unit, 6-Story Mixed Use Multifamily Rental
Building located at 5215 Flagler Street, Miami, Florida 33134 (hereinafter referred to as the
"Project").
In accordance with the requirements set forth in (i) that certain Community Project Funding
Loan Agreement to be executed by the Borrower and the City for the CPF funds (the "Agreement"
or "Loan Agreement"), and (ii) the other Loan documents of even date therewith between the
Borrower and the City, all sixty (60) of the Project units are considered "City Assisted" and all of
the City Assisted Units are subject to the restrictions provided herein.
Borrower hereby agrees to the following terms, conditions and covenants until the end of
the Affordability Period:
(1) Occupancy Requirements. The sixty (60) City Assisted Units shall be occupied
only by Extremely Low Income Households. City Assisted Units shall be made
available to tenants who qualify under the occupancy requirements of Florida Housing
Finance Corporation and fit the income requirements. Extremely Low Income
Household for the purposes of this Regulatory Agreement, shall mean households
whose annual incomes that do not exceed thirty percent (30%) of the median income
for the area (e.g. Miami -Dade County Florida), as determined by Florida Housing
Finance Corporation and adjusted for family size.
Page 1 of 10
(2) Maximum Rent Levels. The rents charged on all of the City Assisted Units shall be
subject to the rent limits released annually by Florida Housing Finance Corporation for
Multifamily Rental Programs and CWHIP Homeownership Program. The Rent
maximums for leases signed in Miami, Florida effective as of June 1, 2024 are as
follows:
No. of
No. of
30% AMI
City-
Maximum
Assisted
Bedrooms/Bathrooms
Rent
Units
60
1/1
$638.00
The foregoing maximum rents include tenant paid utilities. Maximum rents will be
reduced for the amount of the applicable HUD Utility Allowance for any utilities paid
by the tenant. In no event will the monthly rent on a City Assisted Unit exceed thirty
percent (30%) of the applicable percentage of area median income set forth in
Paragraph 1 above. Rents shall not be adjusted for changes in income or HUD
published maximums until lease renewal. In the event that the City Assisted Units are
also benefitted from a federal or state rent subsidy program, then the rents outlined
above may be set at the applicable rent standard established by that rent subsidy
program in compliance with 24 CFR 252 (b)(2). Notwithstanding anything in the
foregoing to the contrary, in the event that a City Assisted Unit is occupied by a
participant of the Section 8 Voucher Program, and the applicable Section 8 office
permits rents higher than the 30% AMI Maximum Rent outlined above, the rents may
be as allowed by the Section 8 office, provided that the resident's portion of the rent
does not exceed the thirty percent (30%) of the applicable percentage of area median
income set forth in Paragraph 1 above. Rents shall not be adjusted for changes in
income or HUD published maximums until lease renewal.
(3) Income Re -certification. Tenant income for City Assisted Units shall be certified
by the Borrower annually on the anniversary of each tenant's lease and maintained in
the tenant file, subject to inspection by the City, in accordance with Paragraph 9 of this
Regulatory Agreement.
(4) Deposits and Pre -payments. Borrower shall not require, as a condition of occupancy
or leasing of any City -Assisted Unit, any other consideration or deposit from the tenant,
except for the prepayment of one month's rent and plus a security deposit not to exceed
one additional month's rent.
(5) Prohibited Lease Provisions. The Borrower's leases for City Assisted Units shall
not contain any of the following provisions:
a. Agreement to be sued. A tenant lease may not contain a provision whereby
the tenant agrees to be sued, admits guilt or consents to judgment in favor
of the landlord in a lawsuit brought in connection with the lease.
b. Agreement regarding treatment of property. A tenant lease may not contain
Page 2 of 10
a provision whereby the tenant agrees that the landlord may take, hold or
sell personal property of the tenant household without notice and a court
decision. This prohibition does not apply to personal property remaining in
the City Assisted Unit after the tenant has moved out.
c. Waiver of notice. A tenant lease may not contain a provision whereby the
tenant agrees that the landlord may institute a lawsuit without notice to the
tenant.
d. Waiver of legal proceedings. A tenant lease may not contain a provision
whereby the tenant agrees that the landlord may evict the tenant or a
household member without instituting a civil court proceeding in which the
tenant has the opportunity to present a defense or before a court decision on
the rights of the parties.
e. Waiver of a jury trial. A tenant lease may not contain a provision whereby
the tenant agrees to waive any right to a jury trial.
f. Waiver of right to appeal a court decision. A tenant lease may not contain a
provision whereby the tenant agrees to waive the tenant's right to appeal or
otherwise challenge in court a court decision in connection with the lease.
Agreement to pay legal costs, regardless of outcome. A tenant lease may
not contain a provision whereby the tenant agrees to pay attorney's fees or
other legal costs even if the tenant wins the court proceeding brought by the
landlord against the tenant. The tenant, however, may be obligated to pay
costs if the tenant loses.
h. Excusing owner from responsibility. A tenant lease may not contain a
provision whereby the tenant agrees not to hold the landlord or the
landlord's agents legally responsible for any action or failure to act, whether
intentional or negligent.
Annual Reporting. Each year, on the anniversary of the issuance of the certificate
of occupancy/certificate of completion for the Project, and at other times at the request
of the City, the Borrower shall furnish occupancy reports in a form approved by the
City, and shall provide the City with such other information as may be requested by the
City relative to income, expenses, assets, liabilities, contracts, operations, and condition
of the Project and/or the City Assisted Units.
(7) Inspections. The Borrower agrees to submit the City Assisted Units to an annual re -
inspection to insure continuing compliance with all applicable housing codes, federal
and local housing quality standards and regulatory requirements. In the event that there are
any deficiencies or violations, the Borrower will be furnished with a copy of the results of
the inspection. The Borrower shall have thirty (30) calendar days from the date of receipt
of such inspection to correct any identified deficiencies or violations.
At any time other than an annual inspection, the City may, in its discretion,
inspect any City Assisted Unit. The Borrower and the tenant will be provided with the
results of the inspection and the time and the method of compliance and corrective
action that must be taken.
g.
Page 3 of 10
(8) Record -keeping. The Property, including the City Assisted Units, equipment,
buildings, plans, offices, apparatus, devices, books, contracts, records, documents, and
other papers relating thereto shall at all times be maintained in reasonable condition for
proper audit and shall be subject to examination and inspection at any reasonable time
by the City. Borrower shall keep copies of all written contracts and other instruments
which affect the City Assisted Units, all or any of which may be subject to inspection
and examination by the City. Specifically, the foregoing includes all records,
calculations and information necessary to support tenant occupancy eligibility and
monthly rental charges in addition to all leases and written notices to tenants with
respect to the terms of this Regulatory Agreement, as required by Paragraph 12 of this
Regulatory Agreement.
(9) Default. Upon the occurrence of a violation of any provision of this Regulatory
Agreement, the City shall give written notice thereof to the Borrower, by registered or
certified mail, addressed to the Borrower's address as stated in this Regulatory
Agreement, or to such other address(es) as may subsequently, upon appropriate written
notice thereof to the City, be designated by the Borrower. In the case of a Borrower
which is a corporation or partnership, notices may also be sent by the City to the address
of the corporation's chief executive officer or to all general partners, as applicable, at
the City's discretion. If such violation is not corrected to the City's satisfaction, within
thirty (30) calendar days after the date such notice is mailed, or within such further time
as the City reasonably determines is necessary to correct the violation, without further
notice the City may declare a default under this Regulatory Agreement and under the
Agreement and the Loan Documents executed in connection therewith, and may
proceed to initiate any or all remedies at law or in equity provided for in the event of a
default under such agreements and Loan Documents.
All notices under this Regulatory Agreement shall be in writing and addressed as
follows:
To Borrower:
With Copy to:
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
Page 4 of 10
To City:
With Copy To:
Dawna J. Steelman, Esq. Klein Hornig LLP
1325 G Street NW, Suite 770
Washington, DC 20005
Email Address: dsteelman@kleinhornig.com
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
Office of the City Attorney, City of Miami
444 S.W. 2nd Avenue
Miami, FL 33130-1910
(10) Fines. Upon the occurrence of a violation of any provision of this Regulatory
Agreement, and regardless of the nature of the violation, the City will assess a flat
monthly fine in the amount of Fifty and 00/100 Dollars ($50.00) per City Assisted Unit
that is the subject of such violation up to a maximum of Five Thousand and 00/100
Dollars ($5,000.00) per month, for each month the violation is not corrected, and pay
the same over to the City. The remedy for violation provided in this section of this
Regulatory Agreement is cumulative with any and all remedies at law or in equity
provided in the event of a default under this Regulatory Agreement and/or the Loan
Documents.
(11) Tenant Notice. Borrower agrees during the term of this Regulatory Agreement, to
furnish each tenant of a City Assisted Unit, at the execution or renewal of any lease or
upon initial occupancy, if there is no lease, with a written notice in the following form:
The rent charged for your apartment and the services included
in that rent are subject to a Rent Regulatory Agreement
between the landlord and the City of Miami, for the term of the
Affordability Period. A copy of the Rent Regulatory Agreement
will be made available by the landlord to each tenant upon
request.
If there is no lease for a City Assisted Unit, Borrower shall maintain a file copy of
such notice delivered to the tenant, with a signed acknowledgement of receipt by the
tenant. All such notices to tenants will be made available for inspection upon request
by the City.
(12) No Conflict with Loan Documents. The provisions of this Regulatory Agreement
are in addition to, and do not amend, alter, modify, or supersede in any respect, the
Page 5 of 10
provisions of the mortgage and/or any of the other Loan Documents executed in
connection with the Loan.
(13) Partial Invalidity. The invalidity of any paragraph or provision of this Regulatory
Agreement shall not affect the validity of the remaining paragraphs and provisions
hereof.
(14) Term. This Regulatory Agreement shall be effective until the expiration of the
Affordability Period. On the expiration of such period, this Regulatory Agreement shall
immediately lapse and be of no further force and effect without the necessity of any
other written document or instrument. Notwithstanding the foregoing, upon such
expiration, the Borrower shall be permitted to prepare and record an instrument
evidencing the expiration of and other termination of this Regulatory Agreement in the
Public Records of Miami -Dade County, Florida.
(15) Definitions. All capitalized terms used herein and not otherwise defined shall have
the meanings provided in the Regulation and/or in the Loan Documents.
(16) Exclusion of Commercial Spaces. Notwithstanding anything to the contrary in this
Regulatory Agreement or in the Agreement, it is expressly understood and agreed that
the Regulation and all other terms, conditions, restrictions, and requirements of this
Regulatory Agreement shall exclude, and shall not apply to, or otherwise restrict or
affect, the operation, maintenance, leasing, improvement, base rent and other additional
rent determination and collection, and all other aspects of the Borrower's management,
leasing, and ownership of all or any portion of the commercial and retail spaces located
in the Project, if applicable.
(17) Severability. Invalidation of one of the provisions of this Regulatory Agreement
by judgment of Court shall not affect any of the other provisions of the Covenant, which
shall remain in full force and effect.
(18) Recordation. This Regulatory Agreement shall be filed of record among the Public
Records of Miami -Dade County, Florida, at the sole cost and expense of the Owner.
(19) Governing Law and Venue. This Regulatory Agreement shall be construed and
enforced pursuant to the laws of the State of Florida, excluding all principles of choice
of laws, conflict of laws and comity. Any action pursuant to a dispute under this
Regulatory Agreement must be brought in Miami -Dade County and no other venue.
All meetings to resolve said dispute, including voluntary arbitration, mediation, or
other alternative dispute resolution mechanism, will take place in this venue.
The parties both waive any defense that venue in Miami -Dade County is not
convenient.
(20) 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
Page 6 of 10
party providing an electronic signature agrees to promptly execute and deliver
to the other parties an original signed Agreement upon request.
(21) Attorney's Fees. In the event litigation, arbitration, or mediation, between the
parties hereto, arises out of the terms of this Regulatory Agreement, each party
shall be responsible for its own attorney's fees, costs, charges, and expenses
through the conclusion of all appellate proceedings, and including any final
settlement or judgment.
[Signature Page Follows]
Remainder of page intentionally left blank.
Page 7 of 10
This REGULATORY AGREEMENT has been,executed and delivered as of the day and
year first above written.
WITNESSES:
Signature:
Print Name: l"}udf r,Gen }•f G✓S%4Vv t2
Address: 2850 Tigertail Avenue, Suite 800
Miami, Florida 33133
Signature:
Print Name: To5e_ chanc/4L r/G (3 4-1^a
Address: 2850 Tigertail Avenue, Suite 800
Miami, Florida 33133
PROJECT SPONSOR'S ADDRESS:
5215 Flagler Street, LLC.
2850 Tigertail Avenue, Suite 800
Miami, FL 33133
Attention: Tony Del Pozzo
STATE OF FLORIDA
}
COUNTY OF MIAMI-DADE } SS:
BORROWER:
5215 FLAGLER STREET, LLC, A
FLORIDA LIMITED LIABILITY
COMPANY
BY: 5215 FLAGLER STREET
MANAGER, LLC, a Florida limited
liability company, its manager
By:
Print Name: Tony Del Pozzo
Title: Vice President
ACKNOWLEDGMENT
The foregoing ins i ent was acknowledged before me by means of EVphysical presence or O online
notarization, this day of 1"\ , 2025 by Tony Del Pozzo as Vice President of 5215
Flagler Street Manager, LLC, ' a Florida imited liability company, the manager of 5215 FLAGLER
STREET, LLC, a Florida limited liability company. Sh He 's personally known to me or has produced _
as identification.
(NOTARY PUBLIC SEAL)
"•� •�' .• o' VANESSAPILOTO
.••r••s, NMISSION # Ai 213353
:* XPIRES: February 16 2026
olokot_
Signature of Person Taking
Acknowledgment •
(Printed, Typed, or Stamped Name of Notary
Public)\AAA,
213
Serial Number, if any
Page 8 of 10
ATTEST:
1 odd B. H
City Clerk 0D /oa5
Date: LP
Appro -d by Housing and Community
Develop -nt Iepartment:
Victor T. Tu
Director
APPROVED AS TO FORM
AND CORRECTNESS:
George. Wyson
City Attorney
CITY:
CITY OF MIAMI, a municipal corporation
of the State of Florida
By:
Arthur Nbriega V
City Manager
Page 9 of 10
Exhibit A
Legal Description Of The Property
Leasehold estate created by that Ground Lease by and between the City of Miami, a Florida municipal corporation, as
Landlord, and 5215 Flagler Street, LLC, a Florida limited liability company dated December 10, 2024, as evidenced by
the Memorandum of Ground Lease recorded May 23, 2025, in Official Records Book 34770, Page 1749, over the
following described lands:
Lots 15, 16, 17, 18, 19, 20, 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.
TOGETHER WITH:
Drainage easement created by that Drainage Easement Agreement by and between The School Board of Miami -Dade
County, Florida, and 5215 Flagler Street, LLC, recorded May 12, 2025, in Official Records Book 34751, Page 4782,
re -recorded on June 25, 2025, in Official Records Book 34818, Page 2929 of the Public Records of Miami -Dade County,
Florida.
Page 10 of 10
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.
3. Loan from the City of Miami in the approximate amount of $2,100,000.00.
Schedule B
Permitted Subordinate Financing
1. N/A.
#13706125 v4