Loading...
HomeMy WebLinkAbout25657AGREEMENT INFORMATION AGREEMENT NUMBER 25657 NAME/TYPE OF AGREEMENT GROVE PROSPERITY PARTNERS LLC DESCRIPTION BOND LOAN AGREEMENT/DEVELOPMENT OF GRAND BAHAMAS PLACE HOMEOWNERSHIP PROJECT/3655-3659 GRAND AVE & 3650 FLORIDA AVE/FILE ID: 17306/R-25- 0104/MATTER ID: 25-555/ #44 EFFECTIVE DATE June 11, 2025 ATTESTED BY NICOLE EWAN ATTESTED DATE 6/11/2025 DATE RECEIVED FROM ISSUING DEPT. 7/10/2025 NOTE A5W 51 MIAMI FOREVER BOND LOAN AGREEMENT FOR GROVE PROSPERITY PARTNERS LLC This Miami Forever Bond Loan Agreemeat (this "Loan Agreement" or "Agreement") for Grand Bahamas Place is dated as of this ! l day of 'Jvne, 2025, by and between the CITY OF MIAMI, a municipal corporation of the State of Florida (hereinafter the "City" or "Lender") and GROVE PROSPERITY PARTNERS LLC, a Florida limited liability company (hereinafter the "Borrower"). FUNDING SOURCE: AMOUNT: RESOLUTION: PROJECT NAME: PROJECT TYPE: TERM: AFFORDABILITY PERIOD: ASSISTED UNITS: IDIS NUMBER: ORACLE NUMBER: PROPERTY ADDRESS: MIAMI FOREVER AFFORDABLE HOUSING LIMITED AD VALOREM BOND FUNDS Four Million Two Hundred Ten Thousand and 00/100 Dollars ($4,210,000.00) The City of Miami Housing and Commercial Loan Committee approvals of February 25, 2025, and City of Miami Resolution No. R- 25-0104 Grand Bahamas Place New Construction of a Mixed -Use Condominium Project See Section 1.24 Thirty (30) years commencing on the Closeout of the Project Fifty-six (56) Condominiums shall be Bond -Assisted Units for eligible individuals and shall be allocated for Low Income Households N/A. 3655-3659 Grand Ave and 3650 Florida Ave 33133 Page 1 of 41 " EXHIBITS ATTACHED HERETO AND INCORPORATED HEREIN: Exhibit A Legal Description Exhibit B Scope of Work/Project Schedule Exhibit C Budget Exhibit D Form of Disbursement Agreement Exhibit E Affirmative Marketing Procedures and Responsibilities Exhibit F Form of Mortgage and Security Agreement Exhibit G Form of Declaration of Restrictive Covenants Exhibit H First Time Homebuyer Program Guidelines Exhibit I Signage Requirements Exhibit J Additional Insurance Requirements Exhibit K Anti -Human Trafficking Affidavit Schedule A Permitted Senior Financing RECITALS WHEREAS, the Borrower is acquiring the real property ("Property") described in Exhibit "A." The Borrower is constructing a mixed -use project that will include a fifty-six (56) unit residential affordable housing project to be known as Grand Bahamas Place (the "Project") that will increase the supply of Affordable housing units for Low income households by providing affordable homeownership housing units. WHEREAS, on February 25, 2025, and as affinned and modified on May 20, 2025, the City's Housing and Commercial Loan Committee ("HCLC") approved the allocation of Miami Forever Affordable Housing Limited Ad Valorem Bond ("Bond") funds in the amount of Four Million Two Hundred Ten Thousand and 00/100 Dollars ($4,210,000.00) for the development of the Project of which Two Million Two Hundred Thousand and 00/100 Dollars ($2,200,000.00) will be used for the acquisition of the Property and up to Eight Hundred Thousand and 00/100 ($800,000.00) will be used for the Project's construction ready costs; and WHEREAS, on March 13, 2025, the City Commission adopted Resolution No. R-25-0104 approved the allocation of Bond funds, in accordance with the terms and conditions of the HCLC Memo, in the amount of Four Million Two Hundred Ten Thousand and 00/100 Dollars. ($4,210,000.00) for the construction of the Project and acquisition of the Property; and WHEREAS, the City and the Borrower intend and agree that the Bond Funds be subject to the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: ARTICLE I Page 2 of 41 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 period of time that the Assisted Units must remain Affordable, in compliance with the Terms of the Loan Documents, for Low -Income Households. The Affordability Period for this Project will be thirty (30) years, commencing on the date that each homebuyer closes on the purchase of their home. 1.2 Affordable: 1.3 Assisted Unit(s) or Bond Assisted Unit(s) or City Assisted Units: 1.4 Bond Documents or Loan Documents: A project or unit that satisfies the requirements set forth in the Covenant, and set forth in the City's Request for Proposals through which Borrower applied for the Bond Funds. Of the Project's total fifty-six (56) residential units, all units will be Bond Assisted Units. All Bond Assisted Units shall be allocated for Low -Income Households. Further restrictions apply to the Bond Assisted Units as provided in and this Agreement, the Covenant, the other Loan Documents and the Legal Requirements, as applicable. The Bond Assisted Units shall remain Affordable throughout the Affordability Period, subject to the terms hereof. This Agreement and all other documents that may now or hereafter evidence or secure the Bond Funds, together with other documents executed in connection therewith or presented by the Borrower to the City in connection therewith or herewith, including but not limited to Exhibits D, F, G, 13, and the Note, and all amendments, extensions and renewals to any of the foregoing. 1.5 Bond Funds, or, the Loan: The loan in the amount of Four Million Two Hundred Ten Thousand and 00/100 Dollars ($4,210,000.00) from the City to the Borrower for Project construction, of which Two Million Two Hundred Thousand and 00/100 Dollars ($2,200,000.00) will be used for the acquisition of the Property and up to Eight Hundred Thousand and 00/100 ($800,000.00) will be used for the Project's construction ready costs. Page 3 of 41 1.6 Bond Program: 1.7 Bond Requirements: 1.8 Code: 1.9 Covenant: 1.10 Close -Out of the Project or Project Completion: 1.11 Contract Records: The program guidelines passed and adopted on March 14, 2019 by the City of Miami Commission in Resolution R-19- 0111, and any amendments thereto, and the program guidelines passed and adopted on July 25, 2019 by the City of Miami Commission in Resolution R-19-0325, and any amendments thereto. The requirements contained in (i) City of Miami Resolution R-19-0111 adopted by the City of Miami Commission on March 14, 2019, and any and all exhibits and amendments thereto, (ii) City of Miami Resolution R-19-0062 adopted by the City of Miami Commission on February 14, 2019, and any and all exhibits and amendments thereto, and (iii) the Miami Forever Bond Validation Final Judgment that was recorded on December 27, 2019 in Official Records Book 31743 at Page 4365 of the Public Records of Miami -Dade County, Florida. The Internal Revenue Code of 1986, as amended, and any successor statute, as it applies to low income housing credit dollar amounts, together with all applicable final, temporary proposed U.S. Treasury Regulations and Revenue Rulings thereunder. A Declaration of Restrictive Covenants executed by the Borrower and to be recorded in the Public Records of Miami -Dade County, Florida to ensure that all of the Bond Assisted Units will qualify and remain Affordable during the Affordability Period subject to the terms thereof as well as the homeowner's subordinate loan documents. The date on which the Project has obtained all of the required certificate(s) of occupancy, and all Bond Assisted Units have been sold to eligible homeowners, and HCD has accepted the Borrower's Financial Close -Out Package. Any and all books, records, documents, information, data, papers, letters, memoranda, analyses, drawings materials, electronic storage data and media, whether written, printed, computerized, electronic or electrical, however collected or preserved which are or were produced, developed, maintained, completed, received or compiled by or at the direction of the Borrower or any Project contractor or subcontractor relating to the use of the Bond Funds in carrying out the duties and obligations required by the terms Page 4 of 41 1.12 Construction Ready Costs: 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. Eight Hundred Thousand and 00/100 Dollars ($800,000.00) of the total Bond Funds that are allocated for eligible Construction Ready Costs as described in Section 2.2 of this Agreement. 1.13 Effective Date: The date on which this Agreement has been signed by the City Manager and attested to by the City Clerk. 1.14 Force Majeure Event: 1.15 FHFC 1.16 HUD: 1.17 . Legal Requirements: Any event or circumstance beyond the reasonable control of Borrower that materially interferes with or delays commencement or completion of construction of the Project, including without limitation: acts of God; labor disputes; civil commotion; war; war -like operations; floods, fires, hurricanes, named tropical storms, earthquakes or other natural disasters; explosions; national or regional emergencies; epidemics, pandemics, or other national or regional public health emergencies; sabotage; governmental or judicial regulations, legislation or controls or embargoes or blockades in effect after the date of this Agreement; governmental delays (including without limitation permitting, approvals and inspection); general shortage of labor, equipment, facilities, materials or supplies in the open market, or failure or unavailability of transportation generally. Florida Housing Finance Corporation The U.S. Department of Housing and Urban Development. The Bond Requirements, the Miami Forever Bond Validation Final Judgment that was recorded on December 27, 2019 in Official Records Book 31743 at Page 4365 of the Public Records of Miami -Dade County, Florida, the Rules of the Florida Housing Finance Corporation, and any requirements imposed by the City and all local, state and federal requirements relating thereto and/or pertaining to the development, construction and/or operation of the Project under the Bond Program. Page 5 of 41 1.18 Low Income Household: A person or households with income at or below eighty percent (80%) of the median income for Miami -Dade County, Florida, as determined by FHFC, with adjustments and certain exceptions as provided in FHFC. 1.19 Mortgage: The Mortgage and Security Agreement collateralizing the Loan, executed by the Borrower a copy of which is attached hereto and incorporated herein as Exhibit "F." 1.20 Note: The Promissory Note of even date herewith evidencing the Loan, executed by the Borrower in favor of the City. 1.21 Payment Date: Absent an Event of Default (after the expiration of any applicable notice and/or cure periods), the payment of the principal and any accrued interest on the loan will be deferred to the end of the Affordability Period, at which time the principal and accrued interest are due and payable (if not due sooner by reason of acceleration), subject to the terms hereof. 1.22 Permitted Senior Financing: The loan(s) specified to be senior to the Loan as seen in Schedule A, attached hereto and incorporated herein, and shall include refinancing of such senior loans, provided that the amount of the refinancing loan(s) does not exceed the then outstanding loan amount of the loan(s) being refinanced. 1.23 Permitted Transfers: 1.24 Proiect: Any: (a) sale, transfer, conveyance or disposition of a Bond Assisted Unit to a Low Income Household in accordance with Section 12.23 of this Agreement; (b) sale, transfer, conveyance, disposition or lease of the retail units and/or the multipurpose units or parcels to be constructed and located on the Property in accordance with Section 12.23 of this Agreement; and/or (c) assignment, transfer or conveyance of not more than fifty percent (50%) of the beneficial interests of the Borrower, provided one or both of Ellen Buckley and Antonio Prado maintain operating control over the Borrower. Grand Bahamas Place is new construction of two buildings consisting of a 5-story and 2-story mixed -use multifamily building_located at 3655-3659 Grand Ave and 3650 Florida Ave, Miami, Florida 33133. The project will consist of a total of fifty-six (56) units. All of the Project's residential units shall be Bond Assisted units that shall be sold to Page 6 of 41 1.25 Property: 1.25 Senior Lender: 1.26 Term: 1.27 Omitted. eligible homebuyers, as described herein, and shall be comprised of eight (8) one-bedroom/one-bathroom units for Low Income Households; eight (8) one-bedroom/one half - bathroom units for Low Income Households; twenty-four (24) one-bedroom/one half -bathroom units for Low Income Households; eight (8) two-bedroom/one-bathroom units for Low Income Households; eight (8) two-bedroom/one half - bathroom units for Low Income Households; All fifty-six (56) Project units shall be Bond Assisted units and shall be subject to the Bond Requirements and the Loan Documents throughout the Affordability Period.. The real property located at 3655-3659 Grand Ave and 3650 Florida Ave, Miami, Florida 33133, as legally described in Exhibit "A," attached hereto and incorporated herein. Florida Community Loan Fund and such other lender(s) providing the construction financing or refinancing for the Project, and their respective successors and/or assigns. The period commencing on the Effective Date hereof and ending at the expiration of the Affordability Period, unless this Agreement is terminated sooner as provided for herein. ARTICLE II BOND FUNDS Upon satisfaction of all conditions set forth herein, the City shall disburse the Bond Funds to the Borrower for the purposes herein set forth. 2.1 USE OF FUNDS. The Grand Bahamas Place, consisting of a mixed -use project that will include fifty-six (56) homeownership units. All fifty-six (56) project units will be Bond Assisted Units for Low Income Households for a period of thirty (30) years, commencing at the Close -Out of the Project, subject to the terms of this Agreement and the Covenant. The Bond Funds shall be used for acquisition costs and for hard costs and Construction Ready Costs for the mixed -use project on the Property as well as first time homebuyer loan assistance for eligible homebuyers at the Project, in accordance with the Scope of Work attached hereto as Exhibit "B" and the Budget attached hereto as Exhibit "C". No portion of the Bond funds shall be used for operating expenses of the Project. Page 7 of 41 2.2 CONSTRUCTION READY COSTS. Pursuant to Resolutions No. R-25-0104 and the February 25, 2025, and the May 20, 2025 HCLC Memorandum, the City and the HCLC authorized disbursement of funds in an amount of up to $800,000.00 of the $4,210,000.00 in Miami Bond Funds to expedite the permit process and financing approvals for the Project. The Bond Funds to be allocated to the Project will be used for eligible Construction Ready Costs such as architecture, design and engineering costs, impact and school fees, permit costs, environmental costs, utility costs, and surveys, in accordance with the construction ready costs included in the budget attached hereto as Exhibit "C". 2.3. INTENTIONALLY OMITTED. 2.4. RETAINAGE. Five percent (5%) of each construction draw request will be retained until the City has received, at the Borrower's sole cost, a Final Cost Certification prepared by an independent certified public accountant selected by the Borrower and reasonably approved by the City. 2.5 DISBURSEMENT. The Bond Funds shall be disbursed in accordance with the Budget attached hereto and incorporated herein as Exhibit "C" and in the manner set forth in that certain Disbursement Agreement of even date herewith, a copy of which is attached hereto and incorporated herein as Exhibit "D" (the "Disbursement Agreement"). Bond Funds shall not be disbursed for hard construction costs until the City receives evidence that the Borrower has acquired the approved permits for the entire project. Notwithstanding any provision herein or in any of the Loan Documents to the contrary, the Bond Funds shall not be available for disbursement hereunder for hard costs until an environmental clearance report is issued by the City ("Environmental Clearance Report"), or confirmation of exempt status has been obtained for the Project. This Agreement and the City's obligations hereunder and under any and all of the Loan Documents, including, but not limited to, the City's obligation to disburse Bond Funds hereunder for hard costs, shall automatically terminate in the event that such Environmental Clearance Report or confirmation of exempt status has not been obtained for the Project prior to commencement of construction of the Project. 2.6 REPAYMENT OF BOND FUNDS. Absent an Event of Default (after the expiration of any applicable notice and/or cure periods), payment of principal, and interest set forth in the Loan Documents shall not be required throughout the Affordability Period, however, commencing upon Close -Out of the Project and continuing until the expiration of the Affordability Period, interest on the Bond Funds outstanding shall accrue at the rate of zero percent (0%) per annum. The principal and any accrued interest will be deferred to the end of the thirty (30)-year Affordability Period, at which time the principal and accrued interest are due and payable, unless payable sooner upon acceleration as provided herein. Payment or reimbursement of the City's expenses as provided in Section 7.1 hereof shall not be deferred. This Bond Funds loan shall bear zero percent (0%) during the construction of the project: Upon the Close -Out of the Project, the loan will be converted to the construction loan that will be converted into permanent first-time homebuyer loans amongst the Bond Assisted Units. Each homebuyer will then take on a portion of the original construction loan as a mortgage subordinated Page 8 of 41 to other financing by such homebuyer. Each subordinated mortgage will carry zero percent (0%) interest and will be non -amortizing. Each second mortgage will be a deferred payment 30-year loan whose principal will be forgiven at the end of maturity provided that the homeowner resides in the house as their primary residence. Each homebuyer will have to comply with the complete City of Miami First -Time Homebuyer Program guidelines (attached hereto and incorporated herein as Exhibit "H"). A homebuyer may not sell its Bond Assisted Unit to a non -Low Income Household prior to the end of the specific homebuyer's specific Affordability Period which shall begin at the time that homebuyer purchases the Bond Assisted Unit as governed by the terms of that homebuyer's City subordinated mortgage. A selling homebuyer must sell to a buyer that has been income certified by the City and buyer must comply with the resale restrictions set forth in the updated City's First -Tune Homebuyer Program guidelines at the time the Bond Assisted Unit is resold and any applicable resale provisions in the homebuyer's City subordinated mortgage. As homebuyers purchase Bond Assisted Units from the Borrower, each Bond Assisted Unit will be released from the Covenant and such released Bond Assisted Unit shall no longer constitute a "Bond Assisted Unit" under the Covenant, this Agreement or any other Loan Documents. However, upon the homebuyer's closing of the respective Bond Assisted Unit, the homebuyer's Bond Assisted Unit affordability requirement will be governed by the homebuyer's City subordinated mortgage. 2.7 REIMBURSEMENT OF BOND FUNDS: The City shall reimburse the Bond Funds to Project Sponsor upon the following: eligible Project costs will be reimbursed with the submission of the appropriate request for payment form and all relevant partial releases of lien for the previous draw down as set forth in the Disbursement Agreement. The final reimbursement 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 customary and reasonable fonn that will be provided by the City. ARTICLE III DISBURSEMENT REQUIREMENTS 3.1 CONDITIONS OF DISBURSEMENT OF BOND FUNDS. The City shall not be obligated to disburse the Bond Funds, in accordance with Exhibit "D," unless and until the City has received the following: 3.1.1 Title Insurance. A title insurance commitment issued by a title insurance company acceptable to the City identifying the City's insurable interest in the Property, together with copies of all instruments which appear as exceptions therein. The title commitment and policy shall be issued without exceptions, except for those exceptions permitted by the City, and shall include such affirmative coverage as the City shall require. 3.1.2 Survey. An original current survey of the Property made by a registered surveyor satisfactory to the City and the title company and containing such certifications as the City and the title company may require. Page 9 of 41 3.1.3 Zoning. Evidence that the Property and the proposed improvements comply with all applicable zoning ordinances with the exception of any Bond Funds used for acquisition of the Property. 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) (c) 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. Evidence satisfactory to the City that the Borrower is qualified to receive funds under the Bond Program in accordance with the Bond Requirements. 3.1.5 Insurance Policies. The Borrower shall obtain and furnish evidence of insurance coverage as the City may require in connection with the Project, which shall be subject to review and approval by the City's 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. Unless otherwise agreed to in writing by the City, 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 vertical construction of the Project shall delay the disbursement of the Bond Funds for hard costs. 3.1.6 Operative Documents. This Agreement, the Note, the Mortgage, the Covenant, 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. City acknowledges and agrees that this condition has been satisfied as of the date hereof. 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, if any, and copies of any contracts in excess of $10,000 for the performance of services or the supply of Page 10 of 41 materials in connection with the Project to be funded pursuant to this Agreement, with the exception of any Bond Funds used for acquisition for the Property. 3.1.9 Compliance with Bond Requirements. All other documents required by the Bond Program evidencing compliance with Bond Requirements. City acknowledges and agrees that this condition has been satisfied as of the date hereof. 3.1.10 Historic Preservation Review. All applicable requirements of the State of Florida Historic Preservation Department shall have been met prior to the disbursement of any funds hereunder. City acknowledges and agrees that this condition has been satisfied as of the date hereof. 3.1.11 Environmental Report. The Borrower shall submit all information requested by the City with respect to the Project including, but not limited to, Phase I and Phase II Environmental Assessment Reports, as applicable. City acknowledges and agrees that this condition has been satisfied as of the date hereof. 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. To the extent applicable, 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 as applicable. 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 Environmental Clearance. Project construction must not commence, or if construction had commenced at the time of application for Bond funds, construction must cease immediately, until City has conducted an environmental review and has issued a certification, or its functional equivalent, in writing, to Borrower. The City acknowledges that this condition has been satisfied as of the date hereof. Page 11 of 41 3.1.18 Borrower Compliance. The Borrower (or any related entity) shall be in full compliance with the requirements of other funded City projects that are either under construction or in their affordability periods, including, but not limited to, the requirements of OMB Circular No. A-133 and any other reporting and insurance requirements imposed by the City for those projects. 3.1.19 Anti -Human Trafficking Affidavit. Such Anti -Human Trafficking Affidavit as required herein, attached hereto as Exhibit "K" and made a part hereof. 3.1.20 Delivery of Other Documents. All other documents reasonably required by the City 3.2. This Agreement shall be governed by the insurance requirements set forth in Exhibit "J" and any applicable provisions set forth in Article III. ARTICLE IV BOND REQUIREMENTS The Borrower shall comply with the following Bond Requirements: 4.1 GENERAL. 4.1.1 The Borrower shall maintain current documentation that its activities qualify under the Bond Requirements and the Bond Program. 4.1.2 The Borrower shall ensure and maintain documentation that conclusively demonstrates that each activity assisted in whole or in part with Bond Funds is an activity which benefits persons or households whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by the FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, or a person or household whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, for Low Income Households/persons. 4.1.3 INTENTIONALLY OMITTED 4.1.4 The Borrower shall agree e in writing to comply with any and all requirements as may be set forth in the Environmental Clearance Report executed in connection herewith, if applicable. 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. Page 12 of 41 4.1.6 The Borrower shall, to the greatest extent possible, give low and moderate income residents of the service community opportunities for training and employment. 4.1.7 The Borrower shall comply with all applicable displacement and relocation requirements. 4.2 REAL PROPERTY. 4.2.1 The following restrictions shall apply to all real property acquired or improved in whole or in part with Bond Funds. The property must either be: (a) Used in compliance with at least one of the Bond Programs, used in compliance with the Covenant, and used in compliance with the Bond Requirements, or (b) If not used in accordance with paragraph (a) above, then that shall constitute an event of default and Borrower shall pay to the City an amount equal to the amount of Bond Funds disbursed at the time of default (after the expiration of any applicable notice and/or cure period) plus accrued interest. 4.2.2 The following shall be a condition precedent to the execution and delivery of this Agreement and the other Bond Documents: All real property purchased in whole or in part with funds for this Agreement with the City, or transferred to the Borrower after being purchased in whole or in part with funds from the City, shall be listed in the property records of the Borrower and shall include: a legal description; size; address and location; owner's name if different from the Borrower; information on the transfer or disposition of the property; and a map indicating whether property is in parcels, lots, or blocks and showing adjacent streets and roads. The Borrower's property records shall describe the programmatic purpose for which the property was acquired and identify the Bond Program activity that will be completed. If the property was improved, such records shall describe the programmatic purpose for which the improvements were made and identify the Bond Program activity that will be completed. 4.3 PERSONAL PROPERTY. Ownership of all non -expendable personal property purchased in whole or in part with Bond Funds given to the Borrower pursuant to the terms of this Agreement shall vest in the City. 4.3.1 Definitions. (a) Personal Property. Personal Property of any kind except real property: 1) Tangible. All personal property having physical existence. 2) Intangible. All personal property having no physical existence such as patents, inventions and copyrights. Page 13 of 41 (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 contract 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 contract 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 for any Bond Assisted Units that have not been sold. The inventory report shall include the elements listed in Paragraph 4.3.2(a), above. 4.4 DISPOSITION. Except with respect to Permitted Transfers, Borrower shall obtain the prior written approval of the City for the disposition of real or personal property purchased in whole or in part with Bond Funds, and shall dispose of all such property in accordance with instructions from the City. 4.5 GENERAL CONTRACTORS, SUBCONTRACTS AND ASSIGNMENTS. 4.5.1 The Borrower shall ensure that all contracts with contractors, subcontractors and assignments funded with the Bond Funds: Identify the full, correct, and legal naive of all parties; Describe the activities to be performed; 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 Page 14 of 41 this paragraph apply to subcontracts and assignments in which parties are engaged to carry out any eligible substantive programmatic service, as may be defined by the City, set forth in this Agreement. The City shall in its sole and absolute discretion determine when services are eligible substantive programmatic services and subject to the audit and record -keeping requirements described in this Agreement; and (e) Incorporate the language of the Certificate Regarding Lobbying executed in connection herewith. 4.5.2 The Borrower shall incorporate in all consultant and other subcontracts the following provision: [Borrower] is not responsible for any insurance or other fringe benefits, e.g., social security, income tax withholding, retirement or leave benefits, for the consultant or employees of the consultant that are normally available to direct employees of [Borrower]. The consultant assumes full responsibility for the provision of all insurance and fringe benefits for himself/herself/itself and for employees retained by the consultant in carrying out the Scope of Work provided in this subcontract. 4.5.3 The Borrower shall be responsible for monitoring the contractual performance of all subcontracts. 4.5.4 The Borrower shall submit to the City for its review and confirmation any subcontract engaging any party who agrees to carry out any substantive programmatic activities, to ensure its compliance with the requirements of this Agreement. The City's review and confirmation shall be obtained prior to the release of any funds for the Borrower's subcontractor(s). 4.5.5 The Borrower shall receive written approval from the City prior to either assigning or transferring any obligations or responsibility set forth in this Agreement. 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 Copeland Anti -Kick Back Act, the Contract Work Hours and Safety -Standards Act, the Lead -Based Paint Poisoning Prevention Act, the Residential Lead Based Paint Hazard Reduction Act of 1992 (and implementing regulations at 24 C.F.R. Part 35) and any other applicable laws, ordinances and regulations. 4.5.8 The Borrower shall submit to the City for written prior approval, which shall not be unreasonably withheld, conditioned or delayed, all proposed Solicitation Notices, Invitations for Bids, and Requests for Proposals, if applicable. Page 15 of 41 4.6 REPORTING OBLIGATIONS. The Borrower is subject to compliance reporting requirements related to previously funded City projects which are under construction or in the Affordability Period including applicable Office of Management and Budget (OMB) Circular(s) reporting and current insurance certificates. Notwithstanding anything to the contrary set forth herein or in the other Loan Documents, Borrower's reporting and other obligations set forth in this Agreement and/or in any other Loan Documents shall cease and terminate as of December 31 of the calendar year in which Borrower sells the last Bond Assisted Unit owned by Borrower to a Low Income Household, provided that Borrower shall maintain the Contract Records until the expiration of the Retention Period. 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 with respect to sales of the Bond Assisted Units. Both the Progress Report and the Earned Income Report shall be provided to the City on a quarterly basis until the Project Completion, if applicable. 4.6.1.2 Inventory Report. The Borrower shall report all real property and all non - expendable personal property as specified in Paragraphs 4.2 and 4.3 hereof. Such report shall be submitted as requested by the City. 4.6.1.3 Affirmative Action Plan. The Borrower shall report to the City such information relative to the equality of employment opportunities whenever requested by the City. 4.6.1.4 Assurance of Compliance with Section 504 of the Rehabilitation Act. The Borrower shall report on compliance with section 504 of the Rehabilitation Act, whenever requested by the City. 4.6.1.5 Affirmative Marketing Plan and Report. The Borrower shall report to the City annually on all actions taken to comply with the affirmative marketing requirements provided in Exhibit "E." 4.6.1.6 List of Subcontractors. The Borrower shall provide a list of all Project contractors and subcontractors, if any, and copies of all contracts in excess of Ten Thousand and 00/100 Dollars ($10,000.00) executed by Borrower for the performance of services or the supply of materials in connection with the Project. 4.6.1.7 Affordability Report. For each calendar year after Close -Out of the Project and for so long as Borrower owns any Bond Assisted Units, 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 Page 16 of 41 with respect to such Bond Assisted Units owned by the Borrower during such previous year. The Affordability Report shall be accompanied by such substantiating documentation as the City shall request. 4.6.1.8 All such other reports as may be reasonably requested by the City. 4.6.2 Federal, State and County Laws and Regulations. 4.6.2.1 The Borrower shall comply with all applicable uniform administrative requirements as described in 24 C.F.R §570.502. 4.6.2.2 The Borrower shall carry out each activity in compliance with all Federal laws, regulations and requirements described in subpart K of 24 C.F.R. Part 570, except that the Borrower does not assume: (1) the City's environmental responsibilities described in Section 570.64 and, (2) the City's responsibility for initiating the review process under the provisions of 24 C.F.R. Part 52. 4.6.2.3 The Borrower shall comply with all applicable federal laws, regulations and requirements including, but not limited to: 24 C.F.R. Part 570; 24 C.F.R. Part 85, Section 504 of the Rehabilitation Act of 1973, as amended, which prohibits discrimination on the basis of handicap; Title VI of the Civil Rights Act of 1964, as amended, which prohibits discrimination on the basis of race, color, or national origin; the Age Discrimination Act of 1975, as amended, which prohibits discrimination on the basis of age; Title VIII of the Civil Rights Act of 1968, as amended, and Executive Order 11063, which prohibits discrimination in housing on the basis of race, color, religion, sex, or national origin; Executive Order 11246, which requires equal employment opportunity; and with the Energy Policy and Conservation Act (Pub. L. 94-163), which requires mandatory standards and policies relating to energy efficiency. 4.6.2.4 If the amount payable to the Borrower pursuant to the terms of this Agreement is in excess of One Hundred Thousand and 00/100 Dollars ($100,000.00), the Borrower shall comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act of 1970 (42 U.S.C. 7401 et. seq.), as amended; the Federal Water Pollution Control Act (33 U.S.C. 1251), as amended; Section 508 of the Clean Water Act (33 U.S.C. 1368); Environmental Protection Agency regulations (40 C.F.R. Part 15); and Executive Order 11738. 4.6.3 Audits, Other Information and Records. 4.6.3.1 For so long as the Borrower owns any Bond Assisted Units, after the certificate of occupancy has been issued for the Project, 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 or other sound accounting standards reasonably approved by the City, including audited financial statements and a report on compliance with laws Page 17 of 41 and regulations based on the audit of financial statements. Two copies of each such audit must be delivered to the City no later than six (6) months following the end of each Borrower fiscal year. Each such audited financial statement is to be for the twelve (12) months ending December 31 and shall include: a. Comparative Balance Sheet with prior year and current year balances; b. Statement of revenue and expenses; 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. Upon request at any time after the certificate of occupancy has been issued for the Project, the Borrower shall also furnish to the City unaudited financial statements of the Borrower certified by the Borrower's principal financial or accounting officer, covering such financial matters as the City may request, including without limitation, quarterly statements with respect to the Project. 4.6.3.2 The Borrower shall ensure that the Contract Records shall be at all tunes subject to and available for full access and review, inspection or audit by the City and federal personnel and any other personnel duly authorized by the City. 4.6.3.3 The Borrower shall include in all Project subcontracts, each of the record keeping and audit requirements detailed in this Agreement. The City shall in its sole discretion determine when services are subject to the audit and recordkeeping requirements described above. 4.6.3.4 The Borrower shall include in all subcontracts to carry out any eligible substantive programmatic services, as such services are described in this Agreement and defined by the City, each of the record keeping and audit requirements detailed in this Agreement. The City shall in its sole discretion determine when services are eligible substantive programmatic services and subject to the audit and recordkeeping requirements described above. 4.7 RECORDS. The Borrower shall establish and maintain sufficient records to enable the City to determine whether the Borrower has met requirements of the Bond Program and this Agreement. The Borrower shall maintain all Contract Records in accordance with generally accepted Page 18 of 41 accounting principles or other sound accounting practices reasonably acceptable to the City, procedures, and practices, which records shall sufficiently and properly reflect all revenues and expenditures of funds provided directly or indirectly by the City pursuant to the terms of this Agreement. At a minimum, the following records shall be maintained by the Borrower through the expiration of the Retention Period: 4.7.1 Records providing a full description of each activity assisted (or being assisted) with Bond Funds, including its location (if the activity has a geographical locus), the amount of Bond Funds budgeted, obligated and expended for the activity, and the specific provision of the Bond Program under which the activity is eligible. 4.7.2 Records demonstrating that each activity undertaken meets at least one of the criteria set forth in the Bond Program. 4.7.3 Records that demonstrate compliance with all applicable requirements relating to the use of real property acquired or assisted with Bond Funds. 4.7.4 Records that demonstrate compliance with all applicable requirements relating to acquisition, displacement, relocation and relocation housing, if applicable. 4.7.5 To the extent collected by Borrower and to the extent permitted by applicable law, records containing data on the extent to which each racial and ethnic group and single -headed households (by gender of household head) have applied for, participated in, or benefited from, any program or activity funded in whole or in part with Bond Funds. 4.7.6 To the extent collected by Borrower and to the extent permitted by applicable law, records containing data indicating the race and ethnicity of households (and gender by single heads of household) displaced as a result of Bond funded activities, together with the address and census tract of the housing units to which each displaced household relocated, if applicable. 4.7.7 Intentionally Omitted. 4.7.8 To the extent collected by Borrower and to the extent permitted by applicable law, data indicating the racial/ethnic character of each business entity receiving a contract or subcontract of $25,000 or more paid, or to be paid, with Bond Funds, and such additional information as is required pursuant to 24 C.F.R §570.506(g)(6). 4.7.9 Financial records in accordance with the applicable requirements listed in 24 C.F.R. §570.502. Page 19 of 41 4.7.10 Records required to be maintained in accordance with other applicable laws and regulations including but not limited to those that are set forth in Subpart K of 24 C.F.R. part 570. 4.8 RETENTION AND ACCESSIBILITY OF RECORDS. 4.8.1 The City shall have the authority to review the Contract Records throughout the Retention Period (as hereinafter defined). All books of account and supporting documentation shall be kept by the Borrower at least until the expiration of the Retention Period. The Borrower shall maintain records sufficient to meet the requirements of 24 C.F.R. Part 570. All records and reports required herein shall be retained and made accessible as provided hereunder. The Borrower shall ensure that the Contract Records shall be at all times subject to and available for full access and review, inspection and audit by the City and any other personnel duly authorized by the City. ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE BORROWER The Borrower represent and warrant to the City as follows: 5.1 ORGANIZATION AND EXISTENCE. The Borrower is a Florida limited liability company duly organized, validly existing and in good standing under the laws of the State of Florida, and has full power and authority to conduct its business as presently conducted, to receive the Bond Funds and operate the Project. The Project shall comply with all applicable Bond Requirements. The Borrower has full power and authority to perform the provisions hereof and of its agreements and undertakings with the City and to perform the transactions contemplated hereby, and such execution and performance have been duly authorized by all necessary corporate or other approvals and actions. 5.2 CORRECTNESS OF DOCUMENTS. The cost estimates, Budget, schedules, and all other documents furnished to the City in accordance with the Bond Program, this Agreement, and/or the other Bond Documents, are true and correct in all material respects and accurately set forth the facts contained therein and neither misstate any material fact, nor, separately or in the aggregate, fail to state any material fact necessary to make the statements made therein not misleading. 5.3 ABSENCE OF PROCEEDINGS, ACTIONS AND JUDGMENTS. There are no conditions, circumstances, events, agreements, documents, instruments, restrictions, actions, suits or proceedings pending or threatened against or affecting the Borrower, the Project or the Property which could adversely affect the Borrower's ability to comply with the Bond Program, complete or operate the Project or to perform its obligations hereunder or which would constitute an Event of Default hereunder or under the other Bond Documents regardless of the giving of notice or the Page 20 of 41 passage of time or both. There are no outstanding or unpaid judgments or arbitration awards against the Borrower. 5.4 NON -DEFAULT. The Borrower is not in default or violation with respect to any Legal Requirement, nor is it in default under or in material breach of any instrument or agreement to which it is a party or by which it otherwise may be bound. The execution and delivery of this Agreement and the other Bond Documents, the consummation of the other transactions contemplated hereby, and the development of the Project as contemplated hereby and by the other Bond Documents: (i) 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 Bond Documents, when executed and delivered, shall constitute the duly authorized, legal, valid and binding obligations of the Borrower and will be enforceable in accordance with their respective terms. 5.6 MARKETABLE TITLE. The Borrower has good and marketable title to the Property, subject only to: (a) the exceptions and other matters set forth in that certain Title Insurance Commitment (Commitment Number 24057280) issued by Old Republic National Title Insurance Company, effective as of April 2, 2025, at 8:00 am, 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. 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. Borrower acknowledges that Borrower shall terminate any lease, tenancy, license, or other agreement existing granting a third party the right to use or occupy any part of the Property prior to commencement of Page 21 of 41 construction of the Project. Borrower shall provide City with evidence of such termination no later than ten (10) days prior to commencement of construction of the Project. 5.11 PENDING ASSESSMENTS. The Borrower has no knowledge of any pending or proposed governmental action that would impair the operation or value of the Project or result in a special assessment against the Project. 5.12 WASTE. The Borrower shall not commit nor suffer waste nor negligence on the Project. 5.13 FRAUD. No fraud by the Borrower has occurred in the qualification of the Project, the Borrower, the Borrower, and/or the Property under the Bond Program, the negotiation of this Agreement and the other Bond Documents, nor in the transactions contemplated hereby. 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 Borrower's knowledge, no such proceedings have been threatened. 5.15 NO CHANGES. There have been no material adverse changes in projected costs and expenses of or from the Project or in the occupancy of the Property or any other features of the transactions contemplated hereby as submitted to the City. 5.16 COMPLIANCE WITH LAWS AND REGULATIONS. The Borrower will comply at all times with all Legal Requirements. The Borrower will comply at all times with the Bond Requirements affecting the ownership, use, construction, lease and operation of the Project. 5.17 OTHER PROJECT FINANCING. The Borrower has not applied for nor received, and does not otherwise have available, in connection with the Project any other financing/funding, except for those funds, loans and/or loan commitment previously identified in writing to, and approved by, the City as set forth in the attached Schedule A ("Permitted Senior Financing"). 5.18 REAFFIRMATION. Each of the representations and warranties set forth in this Article shall be true at all times through Close -Out of the Project, and the Borrower's acceptance of each draw of the Bond Funds hereunder shall be deemed to be a reaffirmation of each of the representations and warranties given in this Agreement. ARTICLE VI BORROWER'S OBLIGATIONS 6.1 SCOPE OF WORK. The Borrower shall perform the Scope of Work as set forth herein and on Exhibit "B" attached. The Bond Funds shall be used exclusively for Project related construction costs, in accordance with the budget for such costs as approved by the City. The Borrower shall: (a) commence construction within twenty-four (24) months from the Effective Date of the Agreement; (b) obtain all certificates of occupancy required for the Project within thirty-six (36) months from construction start; (c) have all City Assisted Units sold to Low Income Households within eighteen (18) months after the issuance of Project's certificate(s) of Page 22 of 41 occupancy, each of which dates may be subject to extension for Force Majeure Events and delays in permitting and approvals, in the City's reasonable discretion which shall require the approval of the City's HCLC. In addition, the Borrower shall have the Project inspected by an authorized City Inspector and receive the appropriate clearance or certification that the construction/rehabilitation work adheres to and conforms with the applicable City, county or state requirements, including, without limitation, applicable building code requirements. The Borrower shall: (a) meet all of its obligations hereunder and under all of the Loan Documents executed in connection herewith, (b) sell all City Assisted Units to persons or households whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by the FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, (c) throughout the Affordability Period during such time as Borrower owns any Bond Assisted Unit, sell all such Bond Assisted Units to persons or households whose annual income does not exceed eighty percent (80%) of the median income for the area, as determined by the FHFC with adjustments for smaller and larger families and with certain exceptions as provided by FHFC, for Low Income Households in accordance with the requirements of this Agreement, and the other Loan Documents; and (d) throughout the Affordability Period during such time as Borrower owns any Bond Assisted Unit, comply with all applicable Legal Requirements and all applicable requirements hereof and in the other Loan Documents. If Borrower fails to complete construction of the fifty-six (56) homeownership units of the Project by the applicable benchmark dates set forth in this section of this Agreement, Borrower shall be obligated to repay to Lender all loaned disbursed under the Loan Documents. Borrower's failure to construct the required fifty-six (56) homeownership units shall be considered an Event of Default unless a reduction of the required homeownership units is approved by the City and the HCLC. 6.2 REPORTING OBLIGATIONS. The Borrower shall submit to the City all reports as described in Article 4 hereof, 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 through December 31 of the calendar year in which Borrower sells the last Bond Assisted Unit to a Low Income Household. 6.3 RETENTION OF RECORDS. The Borrower shall retain all Contract Records for five (5) years after the date on which Borrower has sold all of the Bond Assisted Units to Low Income Households (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 prior to the expiration of the Retention Period, 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. Page 23 of 41 (b) (c) 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. The Borrower shall notify the City in writing, both during the pendency of this Agreement and through the Retention Period, as part of the final closeout procedure, of the address where all Contract Records will be retained. 6.4 PROVISION OF RECORD. All of the Contract Records are subject to the provisions of Chapter 119, Florida Statutes, commonly referred to as the "Public Records Law." Should Borrower determine to dispute any public access provision required by Florida Statutes, then Borrower shall do so at its own expense and at no cost to the City. IF BORROWER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO BORROWER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS CIO OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT'S CUSTODIAN OF RECORDS AT 14 NORTHEAST 1ST AVENUE, 2ND FLOOR, MIAMI, FLORIDA 33132. The Borrower shall provide to the City, upon request, all Contract Records until the expiration of the Retention Period. The requested Contract Records may be treated as public records 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 until the expiration of the Retention Period. If the Borrower receives funds from, or is under regulatory control of, other governmental agencies and those agencies issue monitoring reports, regulatory examinations, or other similar reports, the Borrower shall provide a copy of each such report and any follow-up communications and reports to the City immediately upon such issuance unless such disclosure is a violation of those agencies' rules. 6.5 PRIOR APPROVAL. The Borrower shall obtain the City's prior written approval prior to undertaking any of the following with respect to the Borrower, the Project and/or the Property: (a) Except for the Permitted Senior Financing, Permitted Transfers and/or partial releases permitted by Section 12.23 hereof, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Borrower, the Project, or the Borrower's estate in the Property, or any change in the operating control of the Borrower, which shall require the prior approval of the City's HCLC or the City Commission, as appropriate, which approval shall not be unreasonably withheld, conditioned or delayed. Page 24 of 41 (b) The disposition of any real property or any expendable personal property or non - expendable personal property as provided in Article 4, except for personal property that suffers wear and tear and needs replacement, and is replaced. (c) INTENTIONALLY OMITTED (d) Any proposed Solicitation Notice, Invitation, for Bids or Request for Proposals, if applicable, relating to the use of the Bond Funds, which approval shall not be unreasonably withheld, conditioned or delayed. (e) The disposal of any Contract Records during the Retention Period. (f) INTENTIONALLY OMITTED 6.5.1 DISCRETION. The Director of the Department of Housing and Community Development of the City of Miami shall have the discretion to approve and authorize, by way of Memorandum to the City Manager, the execution of necessary documents to further Project Close - Out, provided, however, that no material terms are affected. 6.6 MONITORING. The Borrower shall permit the City and other persons duly authorized by the City to inspect all Contract Records, facilities, goods, and activities of the Borrower that are in any way connected to the activities undertaken pursuant to the terms of this Agreement, and/or to interview any clients, employees, subcontractors, or assignees of the Borrower. Following such inspection or interviews, the City will deliver to the Borrower a report of its findings. The Borrower will rectify all deficiencies cited by the City within the period of time specified in the report, or provide the City with a reasonable justification for not correcting the deficiencies. The City will determine, in its sole and absolute discretion, whether or not the Borrower's justification is acceptable. 6.7 CONFLICT OF INTEREST. A. The Borrower is aware of the conflict of interest laws of the City of Miami (Code of the City of Miami, Florida, Chapter 2, Article V), of Miami -Dade County, Florida (Code of Miami -Dade County, Florida, Section 2-11.1), and of the State of Florida (as set forth in Florida Statutes), and agrees that it will fully comply in all respects with the terms thereof and any future amendments. B. The Borrower covenants that no person or entity under its employ presently exercising any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with the City. The Borrower further covenants that, in the performance of this Agreement, no person or entity having such conflicting interest shall be utilized in respect to the Scope of Work or services provided hereunder. Any such conflict of interest(s) on the part of the Borrower or its employees or associated persons or entities must be disclosed to the City. Page 25 of 41 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 within five (5)_days after the Borrower's discovery of such possible conflict. The City's determination regarding the possible conflict of interest shall be binding on all parties. E. No employee, agent, consultant, elected official or appointed official of the City, exercising any functions or responsibilities in connection with the City's Bond Program or this Agreement, or who is in a position to participate in the decision -making process or gain inside information regarding Bond -assisted activities, has any personal financial interest, direct or indirect, in this Agreement, the proceeds hereunder, the Project or the Borrower, either for themselves or for those with whom they have family or business ties, during their tenure or for one year thereafter. 6.8 RELATED PARTIES. The Borrower shall report to the City the name, purpose for and any other relevant information in connection with any related -party transaction. The term "related party transaction" includes, but is not limited to, a transaction or relationship between the Borrower and a for -profit or nonprofit subsidiary or affiliate organization, an organization with an overlapping board of directors, and an organization for which the Borrower is responsible for appointing memberships. The Borrower shall report this information to the City upon forming the relationship, or if already formed, shall report such relationship prior to or simultaneously with the execution of this Agreement. Any supplemental information shall be promptly reported to the City no later than in the next required Progress Report, as described above. 6.9 PUBLICITY AND ADVERTISEMENTS. The Borrower shall ensure that all publicity and advertisements prepared and released for the Project, by the Borrower, such as pamphlets and news releases, related to activities funded by this Agreement, and all events carried out to publicize the accomplishments of any activities funded by this Agreement, recognize the City as one of its funding sources. 6.10 ADDITIONAL FUNDING. The Borrower shall notify the City of any additional funding received for any activity described in this Agreement. Such notification shall be in writing and received by the City within thirty (30) calendar days of the Borrower's notification by the funding source. 6.11 REVERSION OF ASSETS. The Borrower shall return to the City upon the expiration or termination of this Agreement any Bond Funds on hand, any accounts receivable attributable to the Bond Funds, and any overpayments due to unearned funds or costs disallowed pursuant to the terms of this Agreement that were disbursed to the Borrower by the City. Any funds not used 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, Page 26 of 41 and all unpaid fees, charges and other obligations of the Borrower to the extent 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 INTENTIONALLY OMITTED. 6.15 SIGNAGE, ACKNOWLEDGEMENT, PUBLICITY. During the Term of this Agreement the Borrower shall furnish signage identifying the Project and shall acknowledge the contribution of the City by incorporating the seal of the City and the names of the City commissioners and officials in and on all documents, literature, pamphlets, advertisements, and signage, permanent or otherwise. All such acknowledgments shall be in a form acceptable to the City, as provided on Exhibit "I". The Borrower shall ensure that all publicity and advertisements related to funding of the Project which are prepared by or at the direction of the Borrower, such as pamphlets and news releases, and all events carried out to publicize the Project, shall recognize the City as one of the Project's funding sources. 6.16 AFFIRMATIVE ACTION. The Borrower shall not discriminate on the basis of race, color, national origin, sex, religion, age, sexual orientation, marital or family status or handicap/disability in connection with its performance under this Agreement or in connection with the construction of the Project or the occupancy of any Project unit. Age discrimination and discrimination against minor dependents are also not permitted. The Borrower shall meet the fair housing requirements of 24 C.F.R. § 570.904. 6.17 MAINTENANCE OF LEGAL EXISTENCE AND AUTHORITY. Borrower shall maintain its existence as a limited liability company and authority to conduct its business under the laws of the State of Florida and the Code of the City, as amended from time to time. 6.18 COMPLIANCE REQUIREMENTS. The Borrower shall comply at all times with all applicable Bond Requirements including, but not limited to, those affecting the ownership, construction, use, and operation of the Project, and all other Legal Requirements. The Borrower shall at any time and from time to time upon the request of the City, at Borrower's sole cost and expense, execute, acknowledge and deliver such further notices and other documents and perform such other acts as may, in the reasonable 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 Page 27 of 41 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 for hard costs, the Borrower shall contact the City's Risk Management Department Safety Unit in writing to coordinate such inspection(s). The Borrower shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. 6.20 DRAW REQUESTS. Each Request for Disbursement of hard costs must be signed by the Borrower, and/or the Architect for the Project and the Contractor, if applicable, and each Request for Disbursement of construction ready 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, 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 after the expiration of any applicable notice and/or cure period; (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 has received the City's written concurrence with such determination. 6.22 CONDEMNATION PROCEEDS. Notwithstanding anything to the contrary contained herein or in the other Loan Documents, the Borrower may make proceeds of condemnation available for the restoration and repair of the Property and the Project if all of the following conditions are met: (i) the Borrower is not in breach or default of any provision of the Mortgage or any other Loan Document; (ii) the Borrower determines that there will be sufficient funds, through condemnation proceeds and contributions by the Borrower, to (a) restore and repair the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken, and, (b) meet all operating costs and other expenses, payments for reserves and loan repayment obligations relating to the Project until completion of the restoration and repair of the Property and the Project to a condition as close as reasonably possible to what previously existed, due consideration given to the portion of the Property and the Project taken; and (iii) the Borrower have received the City's written concurrence with such determination. ARTICLE VII Page 28 of 41 DEFAULT 7.1 The happening of any one or more of the following events shall constitute an Event of Default: (a) In the event Borrower does not sell any of the Bond Assisted Units to a Low Income Household, 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 by Borrower contained in this Agreement or any of the other Loan Documents is untrue, substantially inaccurate or incomplete, or, if there is a material misrepresentation of fact or fraud contained in any document(s) submitted in support of this Agreement. (c) The substantial discontinuance of the vertical construction of the Project for a period of twenty-one (21) calendar days which discontinuance is, in the sole and reasonable determination of the City, without satisfactory cause. (d) Except for Permitted Senior Financing, Permitted Transfers and/or partial releases permitted by Section 12.23 hereof, the sale, assignment, pledge, transfer, hypothecation or other encumbrance or disposition of any proprietary or beneficial interest in the Borrower, the Project or the Property, or any change in operating control of the Borrower without the prior approval of the City's HCLC or the City Commission, as appropriate, which approval shall not be unreasonably withheld, conditioned or delayed. (e) (f) (g) 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. Failure of the Borrower to comply with any term, provision, covenant or obligation of this Agreement or any of the Loan Documents, or the occurrence of an event of default under any of the other Loan Documents subject to applicable notice and/or cure periods. 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. Page 29 of 41 (i) Notwithstanding anything to the contrary, in the event that Borrower fails to timely deliver, to City, the required audited financial statement(s), then City, in its sole and absolute discretion, may deem such a failure to be a material non -curable breach of this Agreement. In such an event, City will notify Borrower by a written communication. If City determines, in its sole and absolute discretion, that it will not exercise its right under this paragraph 7.1(i), then paragraph 4.6.3.1 shall govern untimely delivered audited financial statement(s). (j) In the event that Borrower fails to timely deliver, to City, the Affordability Report, as described in 4.6.1.7 herein. (k) Borrower declares bankruptcy and/or becomes insolvent, which shall result in immediate acceleration of the loan's repayment in full. (1) City and Borrower acknowledge that a senior mortgage default that constitutes an "Event of Default" under the Permitted Senior Financing, unless waived by the Senior Lender, constitutes an Event of Default under this Loan Agreement and the other Loan Documents. In such an event, City may pursue any and all of its remedies, including but not limited to an Acceleration of Debt, as described below. (m) If Borrower fails to construct fifty-six (56) homeownership units by the applicable dates as described in Section 6.1 of this Agreement. ARTICLE VIII REMEDIES 8.1 Upon the occurrence of any Event of Default, the City shall have the absolute right to refuse to disburse any undisbursed portion of the Loan. The City shall provide written notice of the occurrence of an Event of Default to the Borrower, after which the Borrower shall have thirty (30) calendar days to cure said default (except for the events described in Section 7.1 (b) and (d) and possibly (i) above for which the aforementioned cure period shall not apply). In the event a default which is permitted to be cured cannot practicably be cured within thirty (30) 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 Proj ect. 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 () and () and possibly (i) above for which the aforementioned cure period shall not apply and except for cures which are continuing as provided in the preceding paragraph), and subject to the 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: Page 30 of 41 (a) Specific Performance. Institute appropriate proceedings to specifically enforce performance of the terms and conditions of this Agreement; (b) (c) Acceleration of Debt. It is expressly agreed that the full amount of both principal and interest due pursuant to the Note shall become due and payable at the option of the City on the happening of any Event of Default under the terns of this Loan Agreement. Other Remedies. Exercise any other right, privilege or remedy available to the City as may be provided by applicable law, or in any of the other Bond Documents. It is understood and agreed that the occurrence of an event of default under Section 7.1 (b) or L) or possibly (i) shall immediately entitle the City to exercise any of the above described remedies without the need to give the Borrower notice thereof or the opportunity to cure. The rights and remedies of the City hereunder shall be cumulative and not mutually exclusive, and the City may resort to any one or more or all of said remedies without exclusion of any other. No party other than the City, whether the Borrower or a material man, laborer, subcontractor or supplier, shall have any interest in the Bond Funds withheld because of a default hereunder, and shall not have any right to garnish or require or compel that payment thereof be applied toward the discharge or satisfaction of any claim or lien which any of them may have. Notwithstanding the foregoing, if an Event of Default occurs under Section 7.1(1) above, which default relates to the Permitted Senior Financing but does not otherwise constitute a default under the Loan Documents, such Event of Default shall be waived by the City in the event that the Senior Lender waives such default under the Permitted Senior Financing, but only upon submission to the City of such waiver by Senior Lender. 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 Restrictive Covenant shall remain as a restriction on the Property throughout the Affordability Period; and (c) The Borrower, Borrower, Project developer, managing partner(s) of the Borrower, and/or. other individuals, principals and/or other entities as determined by the City, will be debarred from receiving any City funding for a period of five (5) years. ARTICLE IX Page 31 of 41 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. The Borrower shall further require its contractors to indemnify, hold harmless and defend the City, its officers, agents, directors, and/or employees against any and all liabilities, claims, damages, suits, judgments and costs, including attorney's fees arising out of, or resulting from the contractor's negligence or omissions in connection with this project. The indemnification provided above shall obligate the Borrower to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by the Borrower, or persons employed or utilized by Borrower. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The Borrower agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Borrower in which the City participated either through review or concurrence of the Borrower's actions. In reviewing, approving or rejecting any submissions by the Borrower or other acts of the Borrower, the City in no way assumes or shares any responsibility or liability of the Borrower or Sub -contractor under this Agreement. ARTICLE X TERMINATION The Borrower acknowledges that this Agreement may be terminated if the Borrower materially fail to comply with the terms contained herein. Page 32 of 41 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. The City may terminate this Agreement, in whole or in part, in the event that the City determines, in its sole and absolute discretion, that there exists an event of default under and pursuant to the terms of any other agreement or obligation of any other Borrower or of any individual or entity executing this Agreement, to the City, direct or contingent, whether now or hereafter due, existing, created or arising, which event of default has continued beyond any applicable cure period. 10.3 Upon the occurrence of an Event of Default and the expiration of any cure period (in those circumstances for which a cure period is otherwise provided in this Agreement), and unless the Borrower's breach is waived by the City in writing, the City may, by written notice to the Borrower, terminate this Agreement upon not less than twenty-four (24) hours prior written notice. Said notice shall be delivered by certified mail, return receipt requested, or by in person delivery with proof of delivery. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach and shall not be construed to be a modification of the terms of this Agreement. The provisions hereof are not intended to be, and shall not be, construed to limit the City's right to legal or equitable remedies. ARTICLE XI SUSPENSION 11.1 The City may, for reasonable cause, suspend the Borrower's authority to obligate funds under this Agreement or withhold payments to the Borrower, or both, pending necessary corrective action by the Borrower. Reasonable cause shall be determined by the City in its sole and absolute discretion and may include: Page 33 of 41 (a) Ineffective or improper use of the Bond Funds by the Borrower. (b) Failure of the Borrower to materially comply with any term or provision of this Agreement; or (c) Failure of the Borrower to submit any documents required by this Agreement; or (d) The Borrower's submittal of incorrect or incomplete documents. 11.2 The determinations and actions described in paragraph 11.1 above may be applied to all or any part of the activities funded pursuant to this Agreement. 11.3 The City will notify the Borrower in writing of the type of action taken pursuant to this Article, by certified mail, return receipt requested, or by in person delivery with proof of delivery. The notification will include the reason(s) for such action, any conditions relating to the action, and the necessary corrective action(s). ARTICLE XII MISCELLANEOUS 12.1 ENFORCEMENT METHODS. As a means of enforcing compliance with the Bond Program, the City may utilize any enforcement measures it deems necessary. 12.2 RENEGOTIATION, MODIFICATION, OR SUBORDINATION. Modification of provisions of this Agreement shall be valid only when in writing and signed by the parties hereto. The parties agree to modify this Agreement if the City determines, in its sole and absolute discretion, that federal, state, and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations, make changes to this Agreement necessary. The City shall be the final authority in determining whether or not funds for this Agreement are available due to federal, state and/or local governmental revisions of any applicable laws or regulations, or increases or decreases in budget allocations. Moreover, the City shall determine in its sole and absolute discretion whether to subordinate the Mortgage. 12.3 RIGHT TO WAIVE. The City may, for good and sufficient cause, as determined by the City in its sole and absolute discretion, waive provisions of this Agreement or seek to obtain such waiver from an appropriate authority. Waiver requests from the Borrower shall be in writing. A waiver shall not be construed to be a modification of this Agreement. 12.4 BUDGET AND BOND ELIGIBILITY ACTIVITY TITLE REVISIONS. Revisions to the Budget shall be made in writing, and to the extent such revisions in the Budget, that is attached as Exhibit "C, "increase the total project costs by more than nine point ninety nine percent (9.99%), the revised Budget shall be approved in writing by the HCLC, which approval shall not be unreasonably withheld, conditioned or delayed; 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 or HCLC. Page 34 of 41 A revision to the Bond eligibility activity titles under which this Agreement's objectives are classified shall not require an amendment hereto. 12.5 DISPUTES. In the event an unresolved dispute exists between the Borrower and the City, the City shall refer the issue, including the views of all interested parties and the recommendation of the City, to the City Manager, his designee, or such other official of the City who shall be authorized to exercise the authority of the City Manager in this regard ("City Manager") for determination. The City Manager will issue a determination within thirty (30) calendar days of receipt of a written request for resolution of the dispute and so advise the City and the Borrower. In the event additional time is necessary, the City Manager will notify the interested parties within the thirty (30) day period that additional time is necessary. The Borrower agrees that the City Manager's determination shall be final and binding on all parties, subject only to judicial review. 12.6 HEADINGS. The article and paragraph headings in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. 12.7 PROCEEDINGS. The Agreement shall be construed in accordance with the laws of the State of Florida and any proceedings arising between the parties in any manner pertaining or relating to this Agreement shall, to the extent permitted by law, be held in Miami -Dade County, Florida. 12.8 NOTICES AND CONTACT. All notices under this Agreement shall be in writing and addressed as follows: To City: With Copy To: To Borrower: With Copy to: City of Miami Depaitinent of Housing and Community Development City of Miami 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 Grove Prosperity Partners, LLC 1825 Ponce De Leon Boulevard, #379 Coral Gables, FL 33134 Attention: Ellen C. Buckley Grady Hunt PLLC 2525 Ponce de Leon Ste 300 Coral Gables, FL 33134 Page 35 of 41 Attn: Lauren M. Hunt Except as otherwise provided in this Agreement, notice shall be deemed given upon hand delivery or five (5) business days after depositing the same with the U.S. Postal Service. The address or designated representative of the parties may be changed by notice given in accordance with this section. 12.9 CONFLICTS WITH APPLICABLE LAWS. If any provision of this Agreement conflicts with any applicable law or regulation, only the conflicting provision shall be deemed by the parties hereto to be modified, or to be deleted if modification is inappropriate, to cause the provision to be consistent with the law or regulation. However, the obligations under this Agreement, as modified, shall continue and all other provisions of this Agreement shall remain in full force and effect. 12.10 ENTIRE AGREEMENT. This Agreement and its Exhibits 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 Form of Mortgage and Security Agreement Exhibit G Form of Declaration of Restrictive Covenants Exhibit H First Time Homebuyer Program Guidelines Exhibit I Signage Requirements Exhibit J Additional Insurance Requirements Exhibit K Anti -Human Trafficking Affidavit Schedule A Permitted Senior Financing 12.11 WAIVER OF JURY TRIAL. Neither 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 Page 36 of 41 in Miami -Dade County and no other venue. All meetings to resolve said dispute, including voluntary arbitration, mediation, or other alternative dispute resolution mechanism, will take place in this venue. The parties both waive any defense that venue in Miami -Dade County is not convenient. 12.13 HCLC AWARD MEMORANDA. The award memoranda and decisions of the HCLC dated February 25, 2025, and May 20, 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 Bond Funds should be de -obligated for any remaining funding for this Project. 12.16 DE -OBLIGATION OF FUNDS. The City may at its sole discretion de -obligate the funding approved herein, if by no later than forty-eight (48) months from the Effective Date, the Borrower has failed to close on all funding commitments represented herein. 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 anyother 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 Page 37 of 41 fees, costs, charges, and expenses through the conclusion of all appellate proceedings, and including any final settlement or judgment. 12.18 The Borrower's obligations pursuant to this Agreement shall be binding upon and inure to the respective heirs, personal and legal representatives, trustees and successors and assigns of the Parties hereto, including each and every such Party's past and present parent, subsidiary, affiliate or predecessor entities, any and all entities by which or under a name by which any Party has been known or has done business and any and all of his, hers, its and/or their respective past and present officers, commissioners, directors, principals, trustees, administrators, agents, attorneys, accountants, insurers, reinsurers, servants, employees, shareholders, members, managers, partners, heirs, and representatives. Notwithstanding anything to the contrary set forth herein, and for the avoidance of doubt, in no event shall any individual officer, director, principal, trustee, administrator, agent, attorney, accountant, insurer, reinsurer, servant, employee, shareholder, member, manager, partner or representative have any personal liability under the Loan Documents. 12.19 Any references to federal regulations and programs in this Agreement and its exhibits are intended to be for illustrative purposes and not an indication that the Project is specifically subject to the cited regulations. Nonetheless, if this Agreement requires the Borrower to comply with referenced federal regulations and programs, the City and the Borrower agree that compliance shall be required as if the Project was subject to those federal regulations and programs, unless otherwise determined by the City in its sole discretion. 12.20 Borrower specifically acknowledges and agrees to comply with City of Miami Ordinance No. 13491, § 2-415. 12.21 Parties agree that the Loan will be non recourse except that the exceptions to non - course applicable to any Permitted Senior Financing shall also apply to this Loan. 12.22 The Borrower has represented that no Florida documentary stamps or intangible taxes are required to paid on the Note or the Mortgage. The Borrower hereby agrees to indemnify and to defend and hold the Lender and all of its affiliates, successors, and assigns harmless against any and all documentary stamp taxes and intangible taxes, if any, imposed assessed or claimed as a result of or arising out of: (i) Lender's acceptance and/or ownership of the Note or Mortgage (or any other loan document pertaining to the loan referenced to therein); or (ii) the execution or delivery of the Note and the Mortgage (or any other loan document pertaining to the loan referred to therein) (it being understood that any reference herein to documentary stamp taxes and intangible taxes include any and all penalties, interest and attorneys' fees incurred by the Lender in connection therewith), and the Borrower agrees to pay any and all such documentary stamp taxes or intangible taxes upon demand. In the event of a failure by the Borrower to pay such documentary stamp taxes and intangible taxes upon demand and should the Lender elect to pay the same, all such charges shall be secured by the lien of the Note and the Mortgage and shall bear interest at the Default Rate, as provided in the Note, from the date of advance by the Lender until paid by the Borrower. The provisions of this Section shall survive repayment of the Notes and the satisfaction of the Note and Mortgage so long as a claim may be asserted by the State of Florida or any of its agencies. Page 38 of 41 12.23 Notwithstanding the provisions of Section 6.5 hereof, the City's consent shall not be required for the partial release of (a) any Bond Assisted Unit sold to a Low Income Household in accordance with this Agreement and the Covenant, provided the City verifies that such purchaser complies with the requirements of the First Time Home Buyer Program guidelines or (b) any non-residential parcel or unit on the Property, including without limitation, the retail and/or multipurpose units and/or parcels, provided that in the case of the retail units and/or parcels only, such release shall only occur after substantial completion of the Project and issuance of the certificates of occupancy for same and any release of any multipurpose unit and/or parcels may occur at any time. The City acknowledges and agrees that after substantial completion of the Project, the City's sole collateral for the Loan will be the Bond Assisted Units. Additionally, the City's consent to the establishment of a condominium, recording of the declaration of condominium, declaration of covenants, easements, and restrictions and any covenant in lieu of unity of title, shall be required but consent shall not be unreasonably withheld, conditioned or delayed, if there is documentation delivered to the City confirming the approval of such actions by the Senior Lender pursuant to the Permitted Senior Financing. If approved, the City agrees to execute and deliver joinders to the aforementioned declaration(s) and covenants upon request, as necessary. In connection with the establishment of any condominium or other subdivision of the Property, the Covenant, the Mortgage and this Loan Agreement shall be amended to reflect the change in the legal description, if applicable. If a transfer occurs prior to the release, such transfer shall be subject to the lien of the Mortgage. The Bond Assisted Units shall continue to be encumbered by the Mortgage until the time of the sale of each Bond Assisted Unit to a Low Income Household, at which time, such Bond Assisted Unit will be released from the Mortgage, the Loan will be converted into permanent first-time homebuyer loans and each homebuyer will then take on a portion of the Loan as a subordinate mortgage by such homebuyer in favor of the City and in accordance with Section 2.6 hereof. The City agrees to execute and deliver any partial releases of the Mortgage and solely with respect to the partial releases of the Bond Assisted Units, such partial releases shall be approved by the City in its reasonable discretion, once it has reviewed and approved such documents. 12.24 Notwithstanding anything to the contrary set forth herein or in the other Loan Documents, after Borrower has sold the last Bond Assisted Unit to a Low Income Household, Borrower shall have no liability pursuant to this Agreement or the other Loan Documents, other than to maintain the Contract Records and make same available to the City until the expiration of the Retention Period. [Remainder of page left Blank] [Signatures on Following Pages] Page 39 of 41 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. WITNESSES: Print Nam Print N STATE OF FLORIDA } BORROWER: Grove Prosperity Partners LLC, a Florida limited liability company By: Name: E %Gr Title: Manager ACKNOWLEDGMENT COUNTY OF MIAMI-DADE } SS: The foregoing instrument w acknowledged before me by means of; -physical presence or CI online notarization, this day of ,4'M , 2025 by Ellen Buckley as Manager of Grove Prosperity Partners LLC, a Florida limited liability company. She/He is personally known to me or has producedF/ py,%- /Ji s identification. Print Name: Notary , State of Fl . ::. at large ipos Y P�B4�, LUIS F. RIVAS a 3! * Commission # HH 385562 11) Expires April 11, 2027 Page 40 of 41 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their undersigned officials as duly authorized. ATTEST: citieTodd H Date: on, C. Clerk APPROVED AS REOUIREME David ' uiz Interim Directo of ' .sk Management APPROVED AS TO DEPARTMENTAL REQUIREMENTS: By: Victor T. Turner Director of the Department of Housing and Community Development CITY: CITY OF MIAMI, a municipal corporation of the State of Florida By: Arthur Norie'a V, City Manager APPROVED AS TO FORM AND CORRECTNESS: George I Wysong I City Attorney (4--2:5- Tcc Page 41 of 41 Exhibit A Legal Description of the Property PARCEL 1 Lots.15 and 16, Less the South 10 feet, Block 25, of AMENDED PLAT OF THE JOSEPH T. FROW HOMESTEAD, according to the Plat thereof, as recorded in Plat Book B, Page 106, of the Public Records of Miami -Dade County, Florida. PARCEL 2 Lot 17, Block 25, AMENDED PLAT OF THE JOSEPH T. FROW HOMESTEAD, according to plat thereof as recorded in Plat Book B, Page 106, of the Public Records of Miami -Dade County, Florida, LESS AND EXCEPT the South 10 feet thereof conveyed to the City of Miami by Warranty Deed recorded in Official Records Book 3478, Page 381, re -recorded in Official Records Book 4974, Page 330, of the Public Records of Miami -Dade County, Florida. PARCEL 3 Lot 8, of Block 25, of AMENDED PLAT OF THE JOSEPH T. FROW HOMESTEAD, according to plat thereof, as recorded in Plat Book B, Page 106, of the Public Records of Miami -Dade County, Florida Exhibit B Scope of Work/Project Schedule DEVELOPMENT SCHEDULE Scope of Work Estimated Date Actual Date Closing on Total Project Financing by Source Month/Year Month/Year a. City of Miami Bond Program 3/15/2025 b. Developer Equity 3/15/2025 c. Construction Financing 3/15/2026 Finalize Partnership* 6/25/2024 6/25/2024* Selection of Architect 5/1/2024 5/1/2024 Appraisal/Market Study 6/28/2024 6/28/2024 Engineering Report 6/1/2025 Architectural Plans and Specifications** 6/1/2025** City or County Environmental Clearance 9/1/2025 Site Plan Approval 9/1/2025 Working Drawings Completed 12/1/2025 Submit Drawings for Permit Approval 12/1/2025 Construction Bids 2/1/2026 Selection of General Contractor 9/1/2024 9/1/2024 Building Permits Issued 5/1/2026 Start of Construction 5/1/2026 Construction Completion @ 40% 9/1/2027 Construction Completion @ 80% 3/1/2028 Construction Completed - C.O. 5/1/2028 Rentals — 90% Occupancy (FOR THIS PROJECT: SELLOUT) 7/1/2028 Temporary/Permanent Relocations*** 4/1/2026 *Complete pending final docs **Concept Plans are complete ***Church to relocate/vacate prior to construction Exhibit C Budget City of Miami - Department of Community Development COST ALLOCATION REPORT Financing Sources: Specify Name Total Project % City GOB First Mortgage Loan Other: Other: Other: Equity Investment Land Acquisition 2,850,000 13% 2,200,000 650,000 Hard Costs 11,327,500 1,100,000 10,227,500 Construction (incl. Site work) 53% Construction contingency 567,375 3% 392,375 175,000 Construction: Concrete/Soil Test* 0% Appliances* 0% Construction Supervision 324,000 2% 100,000 224,000 Total Hard Costs 12,218,875 57% 1,200,000 10.843,875 175,000 Soft Costs 875,000 540,000 35,000 300,000 Arch Design, Civil Engineering 4% Impact & School Fees 178,723 1% 100,000 78,723 Permits / Fees 178,723 1% 100,000 78,723 Legal 225,000 1% - 75,000 150,000 Licenses / Environmental / Util Fees 35,000 0% 35,000 - Appraisal / Surveys 25,000 0% 25,000 - Insurance: Construction Period 389,210 2% - 389,210 - Marketing / Advertising 25,000 0% - 25,000 Loan Closing / Financing Fees 628,269 3% 628,269 Interest / Carrying Costs 1,713,248 8% 1,713,248 Title Insurance & Recording* 0% Taxes 114,000 1% - 114,000 Construction Acctg* 0% For Use by City: City incurred costs 10,000 0% 10,000 Developer's Fees & Overhead 1,425,277 7% - 1,224,000 201,277 Soft Cost Contingency 376,318 2% - 39,318 337,000 Total Soft Costs 6,198,768 29% 810,000 4,104,045 - - 1,284.723 Total Project Cost 21,267,643 100% 4,210,000 14,947,920 - - - 2,109,723 100 0% Percent of City Funding to TDC Total Units Number of City Units Percent of City Units to Total Units City Subsidy Per Assisted Unit 198% 20% 56 56 1 75,179 70.3% 9.9% Total Square Footage Total Cost per S/F 47,500 447.74 Total Livable Area 26,080 Total Livable Area of City Assisted Units Percent of City Area to Total Exhibit D Form of Disbursement Agreement 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 http://portal.hud.Qov/hudoortal/documents/huddoc?id=nuancereaderinstall.pdf for the instructions. Using Nuance software is the only means of completing this form. Affirmative Fair Housing Marketing Plan (AFHMP) - Multifamily Housing U.S. Department of Housing and Urban Development Office of Fair Housing and Equal Opportunity OMB Approval No. 2529-0013 (exp.1/31/2021) la. Project Name & Address (including City, County, State & Zip Code) Grand Bahamas Place 3655 & 3659 Grand Ave, 3650 Florida Ave Coconut Grove, FL 33133 1 b. Project Contract Number lc. No. of Units 56 1d. Census Tract 0072.00 1e. Housing/Expanded Housing Market Area Housing Market Area: Little Bahama/VVest Grove/Coconut Grove Expanded Housing Market Area: City of Miami, FL 1f. Managing Agent Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Ellen C. Buckley, Prospera Real Estate Collective aka Grove Prosperity Partners, 1825 Ponce de Leon Blvd, #379, Coral Gables, FL 33134, 305-215-6767, Ellen@proseraco.com 1g. Application/Owner/Developer Name, Address (including City, County, State & Zip Code), Telephone Number & Email Address Antonio "Tony" Prado, Collective Empowerment Group of South Florida, Inc., aka Grove Prosperity Partners 4900 W. Hallandale Beach Boulevard, Pembroke Park, FL 33023, 305.773.0178, tonyp6405@gmail.com 1 h. Entity Responsible for Marketing (check all that apply) Owner Agent pi Other (specify) Position, Name (if known), Address ( including City, County, State & Zip Code), Telephone Number & Email Address Ellen C. Buckley, Prospera Real Estate Collective aka Grove Prosperity Partners, 1825 Ponce de Leon Blvd, #379, Coral Gables, FL 33134. 305-215-6767, Ellen©proseraco.com 1 i. To whom should approval and other correspondence concerning this AFHMP be sent? Indicate Name, Address (including City, State & Zip Code), Telephone Number & E-Mail Address. Ellen C. Buckley, Prospera Real Estate Collective aka Grove Prosperity Partners, 1825 Ponce de Leon Blvd, #379, Coral Gables, FL 33134, 305-215-6767, Ellen©prosperaco.com 2a. Affirmative Fair Housing Marketing Plan Plan Type Initial Plan Reason(s) for current update: Date of the First Approved AFHMP: n/a 2b. HUD -Approved Occupancy of the Project (check all that apply) Elderly 17 I Family Mixed (Elderly/Disabled) I I Disabled 2c. Date of Initial Occupancy 06/01/2027 2d. Advertising Start Date Advertising must begin at least 90 days prior to initial or renewed occupancy for new construction and substantial rehabilitation projects. Date advertising began or will begin For existing projects, select below the reason advertising will be used: 06/01/2025 To fill existing unit vacancies To place applicants on a waiting list l l (which currently has individuals) To reopen a closed waiting list E (which currently has 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 submit Worksheet 1. 3b. Targeted Marketing Activity Based on your completed Worksheet 1, indicate which demographic group(s) in the housing market area is/are least likely to apply for the housing without special outreach efforts. (check all that apply) 0 White El American Indian or Alaska Native ZAsian Native Hawaiian or Other Pacific Islander E Hispanic or Latino Families with Children pi Other ethnic group, religion, etc. (specify) Black or African American n 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 New Yes (2) Is the residency preference area: The same as the AFHMP housing/expanded housing market area as identified in Block 1e? Yes 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? Yes Little Bahamas/West Grove (4) What is the reason for having a residency preference? Grove Prosperity Partners (GPP) intends to market to homeowners of 60%-70% of Average Median Income levels from the Little Bahama'West Grove area where the proposed affordable housing project will be located. These local area residents, some for many generations, would otherwise be unable to buy a home at their current income levels due to the scarcity of homes at this price point within the community. (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)? We will evaluate this a minimum of every three months to ensure compliance. 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. Prev ous 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. n Rental Office Z Real Estate Office Ell Model Unit C 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. Rental Office Z Real Estate Office n Model Unit n 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. n Rental Office 7 Real Estate Office 1 1 Model Unit 7 Entrance to Project Other (specify) The size of the Project Site Sign will be 36 inches x 24 inches The Equal Housing Opportunity logo or slogan or statement will be 4 inches 4 inches Final dims per Code. 6. Evaluation of Marketing Activities Explain the evaluation process you will use to determine whether your marketing activities have been successful in attracting individuals (cast likely to apply, how often you will make this determination, and how you will snake decisions about future marketing based on the evaluation process. Monitoring and Reporting: Tracking: All inquiries and applications will be tracked, noting the demographic characteristics of each applicant to ensure effective outreach to the target group. Quarterly Review: The marketing team will meet quarterly to review the effectiveness of the marketing efforts and make adjustments as needed. This will include an analysis of conversion rates and demographic reach. Adjustment of Marketing Plan: If participation from the target group is lower than expected, outreach efforts will be increased with local radio stations, especially by collaborating with additional community organizations, including the Asian American Democratic Club. If necessary, the marketing area will be expanded to include other Asian communities throughout the City of Miami. Asian American Democratic Club, President Winnie Tang is an active member of the Asian American community throughout Miami -Dade County. She is also Host/Producer of ACE Talk Radio Show on Sundays @ 9pm. Previous editions are obsolete Page 3 of 8 Form HUD-935.2A (12/2011) 7a. Marketing Staff What staff positions are/will be responsible for affirmative marketing? Grand Bahamas Place (GBP) and Grove Prosperity Partners (GPP) Managing Partner Ellen Buckley will be responsible for affirmative marketing. 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 GBP/GPP Managing Partner Ellen Buckley (4) Do you periodically assess staff skills on the use of the AFHMP and the application of the Fair Housing Act? Yes (5) f yes, how and how often? Every 3 months, and as frequently as necessary to ensure compliance. 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? This project will target current residents of Little Bahama/West Grove. To ensure equal opportunity and non-discriminatory practices are employed in homeowner selection, the GBP/GPP Managing Partner and staff plus GPP operating partners will collaborate with the Coconut Grove Ministerial Alliance, Homeowners and Tenants Association and UM Law School Center for Ethics & Public Service, with whom they already have established relationships. 7d. Staff Instruction/Training: Describe AFHM/Fair Housing Act staff training, already provided or to be provided, to whom it was/will be provided, content of training, and the dates of past and anticipated training. Please include copies of any AFHM/Fair Housing staff training materials. GBP/GPP Managing Partner Ellen Buckley and any additional staff involved in the marketing and sales of Grand Bahamas Place will undergo annual fair housing training conducted by Ms. Buckley and the Miami Fair Housing Center. The training covers HUD guidelines, fair housing laws and best practices in inclusive marketing. The objective is to ensure all staff involved in marketing and sales of Grand Bahamas Place understand and adhere to HUD's fair housing requirements, specifically related to this AFHMP, to promote equal opportunity and ensure non-discriminatory practices. A draft of AFHM/Fair Housing Staff Instructions and Training materials includes an introduction to all relevant Fair Housing Laws, including understanding the target market; Marketing and Outreach Strategies; Application and Leasing/Selling Procedures; Monitoring and Reporting; Case Studies and Role Playing; Resources and Contacts; Certification; and Ongoing Training and Updates. It is appended to this AFHMP. 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. To ensure that the GBP project will be effectively marketed to those least likely to apply to buy its micro -condominiums, MMCP will connect all prospective target population members with the Miami -Dade Office of Housing Advocacy, Miami -Dade Housing and Urban Development (HUD) and HUD counseling agencies such as Neighborhood Housing, Trinity Housing Foundation, and more. MMCP will also connect prospective GBP homeowners with Legal Services of Greater Miami, which provides free civil legal services for the low-income communities of Miami -Dade and Monroe Counties and is recognized as one of the most outstanding legal services programs. Additional details of Staff Instructions and Training for Grand Bahamas Place are appended to this Form. 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 HU D'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-subn+& Date of Submission (mm/ddlyyyy) 1 // /=a 2- Name (type or prInt-_ Antonio "Tony" Prado Title & Name of Company Co-founder & Operating Partner, Grove Prosperity Partners, LLC For HUD -Office of Housing Use Only Reviewing Official: For HUD -Office of Fair Housing and Equal Opportunity Use Only nApproval n Disapproval Signature & Date (mm/dd/yyyy) Signature & Date (mm/dd/yyyy) Name (type or print) Title Name (type or print) Title Previous editions are obsolete Page 5 of 8 Form HUD-935.2A (12/2011) Public reporting burden for this collection of information is estimated to average six (6) hours per initial response, and four (4) hours for updated plans, including the time for reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of information. This agency may not collect this information, and you are not required to complete this form, unless it displays a currently valid Office of Management and Budget (OMB) control number. Purpose of Form: All applicants for participation in FHA subsidized and unsubsidized multifamily housing programs with five or more units (see 24 CFR 200.615) must complete this Affirmative Fair Housing Marketing Plan (AFHMP) form as specified in 24 CFR 200.625, and in accordance with the requirements in 24 CFR 200.620. The purpose of this AFHMP is to help applicants offer equal housing opportunities regardless of race, color, national origin, religion, sex, familial status, or disability. The AFHMP helps owners/agents (respondents) effectively market the availability of housing opportunities to individuals of both minority and non -minority groups that are least likely to apply for occupancy. Affirmative fair housing marketing and planning should be part of all new construction, substantial rehabilitation, and existing project marketing and advertising activities. An AFHM program, as specified in this Plan, shall be in effect for each multifamily project throughout the life of the mortgage (24 CFR 200.620(a)). The AFHMP, once approved by HUD, must be made available for public inspection at the sales or rental offices of the respondent (24 CFR 200.625) and may not be revised without HUD approval. This form contains no questions of a confidential nature. Applicability: The form and worksheets must be completed and submitted by all FHA subsidized and unsubsidized multifamily housing program applicants. INSTRUCTIONS: Send completed form and worksheets to your local HUD Office, Attention: Director, Office of Housing Part 1: Applicant/Respondent and Project Identification, Blocks la, lb, lc, 1 g, lh, and 11 are self- explanatory. Block ld- Respondents may obtain the Census tract number from the U.S. Census Bureau (http://factfinder2.census.00v/main.html) when completing Worksheet One. Block le- Respondents should identify both the housing market area and the expanded housing market area for their multifamily housing projects. Use abbreviations if necessary. A housing market area is the area from which a multifamily housing project owner/agent may reasonably expect to draw a substantial number of its tenants. This could be a county or Metropolitan Division. The U.S. Census Bureau provides a range of levels to draw from. An expanded housing market area is a larger geographic area, such as a Metropolitan Division or a Metropolitan Statistical Area, which may provide additional demographic diversity in terms of race, color, national origin, religion, sex, familial status, or disability. Block 1 f- The applicant should complete this block only if a Managing Agent (the agent cannot be the applicant) is implementing the AFHMP. Part 2: Type of AFHMP Block 2a- Respondents should indicate the status of the AFHMP, i.e., initial or updated, as well as the date of the first approved AFHMP. Respondents should also provide the reason (s) for the current update, whether the update is based on the five-year review or due to significant changes in project or local demographics (See instructions for Part 9 ). Block 2b- Respondents should identify all groups HUD has approved for occupancy in the subject project, in accordance with the contract, grant, etc. Block 2c- Respondents should specify the date the project was/will be first occupied. Block 2d- For new construction and substantial rehabilitation projects, advertising must begin at least 90 days prior to initial occupancy. In the case of existing projects, respondents should indicate whether the advertising will be used to fill existing vacancies, to place individuals on the project's waiting list, or to re -open a closed waiting list. Please indicate how many people are on the waiting list when advertising begins. Previous editions are obsolete Page 6 of 8 Form HUD 935.2A (12/2011) Part 3 Demographics and Marketing Area. "Least likely to apply" means that there is an identifiable presence of a specific demographic group in the housing market area, but members of that group are not likely to apply for the housing without targeted outreach, including marketing materials in other languages for limited English proficient individuals, and 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)). 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. Previous editions are obsolete Page 7of8 Form HUD-935.2A (12/2011) Part 6 - Evaluation of Marketing Activities. Part 9 - Review and Update. Respondents should explain the evaluation process to be used to determine if they have been successful in attracting those individuals identified as least likely to apply. Respondents should also explain how they will make decisions about future marketing activities based on the evaluations. Part 7- Marketing Staff and Training. Block 7a -Respondents should identify staff positions that are/will be responsible for affirmative marketing. Block 7b - Respondents should indicate whether staff has been trained on the AFHMP and Fair Housing Act. Please indicate who provides the training and how frequently. In addition, respondents should specify whether they periodically assess staff members' skills in using the AFHMP and in applying the Fair Housing Act. They should state how often they assess employee skills and how they conduct the assessment. Block 7c - Respondents should indicate whether staff has been trained on tenant selection in accordance with the projects 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. By signing the respondent assumes responsibility for implementing the AFHMP. Respondents must review their AFHMP every five years or when the local Community Development jurisdiction's Consolidated Plan is updated, or when there are significant changes in the demographics of the project or the local housing market area. When reviewing the plan, the respondent should consider the current demographics of the housing market area to determine if there have been demographic changes in the population in terms of race, color, national origin, religion, sex, familial status, or disability. The respondent will then determine if the population least to likely to apply for the housing is still the population identified in the AFHMP, whether the advertising and publicity cited in the current AFHMP are still appropriate, or whether advertising sources should be modified or expanded. Even if the demographics of the housing market area have not changed, the respondent should determine if the outreach currently being performed is reaching those it is intended to reach as measured by project occupancy and applicant data. If not, the AFHMP should be updated. The revised AFHMP must be submitted to HUD for approval. HUD may review whether the affirmative marketing is actually being performed in accordance with the AFHMP. If based on their review, respondents determine the AFHMP does not need to be revised, they should maintain a file documenting what was reviewed, what was found as a result of the review, and why no changes were required. HUD may review this documentation. Notification of Intent to Begin Marketing. No later than 90 days prior to the initiation of rental marketing activities, the respondent must submit notification of intent to begin marketing. The notification is required by the AFHMP Compliance Regulations (24 CFR 108.15). The Notification is submitted to the Office of Housing in the HUD Office servicing the locality in which the proposed housing will be located. Upon receipt of the Notification of Intent to Begin Marketing from the applicant, the monitoring office will review any previously approved plan and may schedule a pre -occupancy conference. Such conference will be held prior to initiation of sales/rental marketing activities. At this conference, the previously approved AFHMP will be reviewed with the applicant to determine if the plan, and/or its proposed implementation, requires modification prior to initiation of marketing in order to achieve the objectives of the AFHM regulation and the plan. OMB approval of the AFHMP includes approval of this notification procedure as part of the AFHMP. The burden hours for such notification are included in the total designated for this AFHMP form. Previous editions are obsolete Page 8 of 8 Form HUD-935.2A (12/2011) Worksheet 1: Determining Demographic Groups Least Likely to Apply for Housing Opportunities (See AFHMP, Block 3b) In the respective columns below, indicate the percentage of demographic groups among the project's residents, current project applicant data, census tract, housing market area, and expanded housing market area (See instructions to Block le). If you are a new construction or substantial rehabilitation project and do not have residents or project applicant data, only report information for census tract, housing market area, and expanded market area. The purpose of this information is to identify any under -representation of certain demographic groups in terms of race, color, national origin, religion, sex, familial status, or disability. If there is significant under -representation of any demographic group among project residents or current applicants in relation to the housing/expanded housing market area, then targeted outreach and marketing should be directed towards these individuals least likely to apply. Please indicate under -represented groups in Block 3b of the AFHMP. Please attach maps showing both the housing market area and the expanded housing market area. Demographic Characteristics Project's Residents Project's Applicant Data Census Tract Housing Market Area Expanded Housing Market Area White 121 .380 .119 Black or African American .705 150 .141 % Hispanic or Latino 167 410 .723 %Asian .002 .020 .010 % American Indian or Alaskan Native .000 .000 .000 Native Hawaiian or Pacific Islander .000 000 .000 %Persons with Disabilities unknown unknown .066 % Families with Children under the age of 18 unknown unknown unknown Other (specify) Not Applicable Not Applicable FFIEC 0072.00 niche.com/C Grove, FL US Census: Miami City, FL Worksheet 2: Establishing a Residency Preference Area (See AFHMP, Block 4a) Complete this Worksheet if you wish to continue, revise, or add a residency preference, which is a preference for admission of persons who reside or work in a specified geographic area (see 24 CFR 5.655(c)(1)(ii)). If a residency preference is utilized, the preference must be in accordance with the non-discrimination and equal opportunity requirements contained in 24 CFR 5.105(a). This Worksheet will help show how the percentage of the population in the residency preference area compares to the demographics of the project 's residents, applicant data, census tract, housing market area, and expanded housing market area. Please attach a map clearly delineating the residency preference geographical area, Demographic Characteristics Project's Residents (as determined in Worksheet 1) Project's Applicant Data (as determined in Worksheet 1) Census Tract (as determined in Worksheet 1) Housing Market Area (as determined in Worksheet 1) Expanded Housing Market Area (as determined in Worksheet 1) Residency Preference Area (if applicable) White .121 .380 .119 .121 % Black or African American .705 .150 .141 .705 %Hispanic or Latino .167 .410 .723 .167 Asian .002 .020 .010 .002 % American Indian or Alaskan Native .000 .000 .000 .000 Native Hawaiian or Pacific Islander .000 .000 .000 .000 Persons with Disabilities unknown unknown .066 unknown % Families with Children under the age of 18 ' unknown unknown unknown unknown Other (specify) FFIEC 0072.00 niche.com/Coconut Grove, FL US Census: Miami City, FL 2022 Little Bahama, West Grove 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 numbers, their previous experience working with the target population, the approximate date contact was/will be initiated, and the specific role they will play in assisting with the affirmative fair housing marketing. Please attach additional pages if necessary. Targeted Population(s) Community Contact(s), including required information noted above. Asian Asian American Democratic Club, President Winnie Tang, 305-753-8791, winnievhtang©aol.com. Ms. Tang is an active member of the Asian American community throughout Miami -Dade County. She is also Host/Producer of ACE Talk Radio Show on Sundays @ 9pm. 8 members of Little Bahama community will be contacted after 6/1/2027. 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 I Targeted Population: Targeted Population: Targeted Population: Newspaper(s) NO Radio Station(s) Asian American ACE Talk Radio Show 1170 AM Radio and 107.9 FM Yes TV Station(s) NO Electronic Media Through Winnie Tang (see Worksheet 3) YES Bulletin Boards Brochures, Notices, Flyers For placement at Coconut Grove Cares YES Other (specify) STAFF INSTRUCTIONS AND TRAINING GRAND BAHAMAS PLACE, Coconut Grove, FL 1. Introduction to Fair Housing Laws • Overview of the Fair Housing Act (FHA): o Explanation of the FHA, including protected classes (race, color, national origin, religion, sex, familial status, and disability). o Discussion of additional protections in Florida and Miami -Dade County, such as sexual orientation, gender identity, and source of income. • Prohibited Practices: o Examples of discriminatory practices in Miami, such as steering, redlining, and refusal to sell based on protected characteristics. o Discussion of local cases or examples to illustrate the impact of housing discrimination in Miami. 2. Overview of the Affirmative Fair Housing Marketing Plan (AFHMP) Purpose of the AFHMP: o Explanation of the purpose of the AFHMP for Grand Bahamas Place, including promoting equal access to homeownership for underrepresented groups in Miami. Project -Specific Goals: o Outline the specific goals of Grand Bahamas Place's AFHMP, focusing on outreach to local residents, Non -Hispanic Black and Bahamian or Creole -speaking populations, as well as individuals with disabilities. • Staff Roles and Responsibilities: o Define each staff member's role in implementing the AFHMP, from creating and distributing marketing materials to engaging with community organizations. 3. Understanding the Target Market • Demographics: o Detailed review of Miami's demographic landscape, with a focus on underserved communities such as those in Little Bahamas, Liberty City, and Overtown. o Discuss the barriers these communities may face in accessing homeownership and how the marketing plan addresses these challenges. • Cultural Sensitivity: o Training on cultural competence, including understanding the cultural norms and preferences of the Bahamin and Creole -speaking and African American communities. o Tips for respectful and effective communication in multicultural contexts. • Language Access: o Guidance on providing language assistance, including the availability of Bahamian Creole translators and translated marketing materials. 4. Marketing and Outreach Strategies • Affirmative Marketing Techniques: o Overview of marketing strategies tailored for Miami's diverse population, including: • Partnering with Community Organizations: Collaborating with groups Like the The Urban League of Greater Miami to reach targeted demographics. ■ Local Media Advertising: Utilizing media outlets such as The Miami Times, to effectively reach underrepresented groups. ■ Social Media Outreach: Leveraging social media platforms with targeted ads in English and Bahamian/Haitian Creole, focusing on neighborhoods identified in the AFHMP. • Media and Advertising Guidelines: o Specific guidelines for creating inclusive and welcoming marketing materials, ensuring they appeal to the targeted groups without stereotypes or exclusionary language. o Review of compliant versus non -compliant advertisements, with examples relevant to the Miami market. 5. Application and Leasing Procedures • Fair Application Process: o Steps to ensure that the application process is straightforward, accessible, and free from bias, with particular attention to applicants from the targeted demographics. o Assistance protocols for applicants with disabilities or language barriers, including the provision of bilingual staff or translation services. • Consistent Criteria: o Importance of applying the same criteria to all applicants, with examples of how to ensure consistency and fairness during the evaluation process. 6. Monitoring and Reporting • Tracking and Documentation: o Procedures for documenting outreach activities, inquiries, applications, and demographic data of applicants, to ensure that the AFHMP is effectively reaching the intended audience. o Use of software or tracking systems to analyze the effectiveness of marketing efforts in reaching targeted groups in Miami. • Reporting Issues: c How to identify, document, and report any fair housing issues or complaints, with examples of common issues that might arise in Miami. o Procedures for updating the AFHMP based on ongoing monitoring and feedback from the community. 7. Case Studies and Role -Playing • Case Studies: o Review of hypothetical scenarios relevant to the Miami market, such as: • An inquiry from a non-English speaking applicant in Little Haiti who needs assistance understanding the homeownership process. • A situation where marketing efforts are not effectively reaching the African American community in Liberty City. o Discussion of appropriate responses and strategies to address these situations. • Role -Playing Exercises: o Staff will participate in role-playing exercises to practice responding to various scenarios, such as handling questions from a Haitian Creole -speaking applicant or addressing concerns about accessibility from a disabled applicant. 9 8. Resources and Contacts • Fair Housing Resources: c List of resources, including contact information for the Miami -Dade Office of Housing Advocacy, HUD's Miami office, and local legal aid organizations. o Information on where to find additional training materials or updates on fair housing Laws. • Internal Contacts: o Information on who to contact within Miami Affordable Housing Initiative, LLC, for questions or concerns related to fair housing and the AFHMP. 9. Quiz and Certification • Knowledge Check: o A quiz to test understanding of the training material, with questions tailored to the Miami context, such as: What steps should you take if an applicant needs assistance in Bahamian/Haitian Creole? How can you ensure marketing materials are inclusive of the African American community in Miami? What are the procedures for documenting fair housing complaints? • Certification: o Upon successful completion of the quiz, staff will receive a certificate recognizing their understanding and commitment to fair housing practices within the Oceanview Affordable Homes project. 10. OngoingTraining and Updates • Regular Refresher Courses: o Schedule for annual refresher courses to keep staff updated on any changes in fair housing laws, the local housing market, or the AFHMP's goals. • Feedback Mechanism: o Encourage staff to provide feedback on the training and suggest improvements based on their experiences in the Miami housing market. Training Materials • PowerPoint Slides: Customized for the Coconut Grove/Little Bahamas market, covering key topics with bullet points, local case studies, and visual aids. • Handouts: Summary sheets on fair housing laws, the AFHMP, and internal procedures, with a focus on Miami -specific resources and contacts. • Sample Ads and Flyers: Examples of compliant and non -compliant marketing materials relevant to the local Coconut Grove and greater Miami demographic. • Quiz: A set of questions with multiple-choice and short -answer formats, reflecting the Miami context. • Certification Template: A certificate template to be awarded upon completion of the training. 3 Exhibit F Form of Mortgage and Security Agreement Exhibit G Form of Declaration of Restrictive Covenants Exhibit H First Time Homebuver Program Guidelines City of Miami Department of Housing & Community Development First -Time Homebuyer Program The City's First -Time Homebuyer Program provides assistance up to the Basic Subsidy limits based on the number of bedrooms of the home being purchased, as annually determined by the U.S. Department of Housing & Urban Development (HUD) under the Basic Subsidy Mortgage Limits (Sec. 221 (d)(3) and 234 of the Federal Register). See attached "Snapshot" for details. This assistance can be used as down payment and closing cost assistance for eligible families to buy their first home. To be eligible, you must: 1. Have an income less than or equal to 80% of the area median income, adjusted for family size. 2. Not have owned a home in the past 3 years (exceptions will be made to single parents who are displaced homemakers). 3. Must not have filed bankruptcy within the past 24 months. 4. Purchase a property in the City of Miami with a maximum sales price of $451,000 for existing or new construction homes (eff. Sept. 1, 2024). 5. Be able to secure a mortgage with a participating lending institution (bank). How Do I Get Started? 1. Pick up an application package at the Department of Housing & Community Development (444 SW 2 Ave., Ninth Floor, Miami, FL 33130) or at any of the City's District Offices. Ca1l 311 to find the District Office nearest you. You can also send an e-mail to sergiogarcia@miamigov.com to request a copy via e-mail. 2. Attend a Homebuyer Counseling workshop. See list of approved "Homebuyer Counseling Agencies" attached in the application package. 3. Contact any of the "Participating Lenders," included in the application package to obtain a loan commitment and to be pre -qualified for a mortgage loan, subject to the City's down payment amount. 4. Search for a home in the City of Miami based on your pre -approved loan amount and within the maximum sales price limit of $451,000 for existing or new construction homes. Note: All properties within City limits with have a folio number that starts with 01. 5. Return to your lender to have them provide you with a full mortgage commitment based on the eligible property you have identified. 6. Fill out the First-time Homebuyer Program application, gather all documents listed in the "First - Time Homebuyer Checklist" (attached to this package) under the header "Provided by Homeowner," and submit them to your lender. Your lender will add these to the required documents they (lender) must provide as indicated in the "First-time Homebuyer Checklist." Have your lender submit all the required documents to the City in one loan package. The assistance will be provided on a first -ready, first -served basis. The City of Miami reserves the right to cancel any and all applications based on lack of funding availability. For further information on the First -Time Homebuyer Program, please call 305-416-2080. Revised on 1/25 (SG_CB) First -Time Homebuyer Checklist Please check every item submitted herein or provide an explanation and an anticipated date of submission. All of the documents listed in the table above must be submitted to the City of Miami in one package by the lender, for your file to be reviewed. Failure to submit a complete file will result in delays or rejection of the file. If you have any questions regarding any of the documents listed below, please call our offices at 305-416-2149. Included Document Provided by Homebuyer Provided by Lender Reservation Letter Application for Homebuyer Assistance Uniform Residential Loan Application (URLA 1003) properly signed by the applicant(s). �J �/ Uniform Underwriting and Transmittal Summary (form 1008) % Good Faith estimate and Truth in Lending forms (signed) V Credit report V Verification of Employment (VOE) - required d Proof of income: paystubs (last 60 days), social security award letter, pension statement, etc. Verification of applicant's funds available for minimum down payment contribution. Income Tax returns for the past two (2) years r/ Affordability Study Bank statements for the last six (6) months. Rent verification (canceled rental payment checks or letter from landlord) Sales contract Commitment letter from all other lenders Copy of property appraisal Certificate of Completion: Homebuyer Counseling Workshop Copy of Social Security card for all adult (18 years and older) household members Copy of State issued ID cards or Birth Certificates for all members of the household Subordinate Commitment Letters to be received within 30 days of the City's Conditional Approval Revised on 1/25 (SG CB) Income Limits: Eligible Properties: Eligible Buyers: Maximum Sales Price: Loan Terms: Security: First Mortgage Restrictions: Other Restrictions: Resale Restrictions: Snapshot of First -Time Homebuyer Program Guidelines Income Limits (80% AMI) Number of persons in household 1 2 3 4 5 Maximum income limit $69,400 $79,300 $89,200 $99,100 $107,050 *Effective: June 1, 2025 • Single Family Residences; ■ Townhomes; • Condominiums; • Property must be located in the City of Miami; • Property must meet Housing Quality Standards as per 24 CFR 982.401. • Must not have owned a home in the past 3 years; • Household income less than or equal to 80% of the area median income size. • Must be able to afford a monthly payment based on income and debt; • Must contribute at least $500 of personal funds towards down payment/ adjusted for family closing costs. $451,000 for existing properties or new construction homes.* *Amount effective as of September 1, 2024, as determined annually by U.S. HUD. • Maximum Amount of Assistance: Varies based on the number of bedrooms of the home being purchased and the financing needs of the applicant. The current maximum limits as determined by U.S. HUD under the Basic Statutory Mortgage Limits (Sec. 221 (d) (3) and 234, Federal Register) are listed in the chart below. Basic Statutory Mortgage Limits Number of bedrooms 0 1 2 3 4 Basic Subsidy $72,088 $82,638 $100,490 $130,002 $142,701 • 0% non -amortizing; • Deferred payment 30-year loan; ■ Payment of principal will be forgiven at end of maturity period provided that the homeowner resided in the house as their primary residence. The loan will be secured by a second mortgage on the property. Term of the loan must be 30 years; fixed interest rate & cannot exceed more than 150 basis points over Freddie Mac's weekly average 30-year rate, as published in the Primary Mortgage Market Survey ("PMMS"); no prepayment penalties; Total percentage charged for Discount, Origination & Broker fees must not exceed 2 points; all other lending fees must be reasonable and cannot exceed $500 or 0.5% of the loan amount, whichever is greater. Applicant must reside in purchased unit at all times. The loan will be due at sale, transfer of property or if the unit ceases to be the main residence of the applicant. If the owner sells and/ or transfer the house before the end of the City's mortgage term, the following provisions will apply: 1) The borrower will be required to repay the original amount given as assistance. 2) The City shall share in any `gain' realized, based on its pro -rated share of participation in the original purchase. Furthermore, if the sale occurs within the first 3 years, the City shall keep 100% of its pro -rated share of the `gain', from year 3 up to year 20, the City's share of its pro -rated `gain' shall decrease by 5% every year, while in turn, the owner's share shall increase by 5% each year. At year 20, up to the City's loan maturity, the owner shall retain 100% of the City's `gain'. 3) This above share gain proposal terminates in the event of a foreclosure, with the lender required to provide the City the right of first refusal to purchase the loan at a negotiated price. In the event of a foreclosure, the City will recapture any amount of net proceeds available from the sale of the property. Revised on 1/25 (SG CB) CITY OF MIAMI FIRST TIME HOMEBUYER PROGRAM PARTICIPATING BANKS PRESTAMISTAS PARTICIPANTES EN EL PROGRAMA PARA COMPRADORES DE VIVIENDA POR PRIMERA VEZ DE LA CIUDAD DE MIAMI Mr. Gamel Burrell Centennial Bank 8630 NW 25 St. Doral, FL 33122 786-762-4845 (office) gburrell(o�mv100bank.com Ms. Susana Proenza Eastern National Bank 799 Brickell Plaza, 10th Floor Miami, FL 33131 (305) 808-2243 (office) (305) 347-1511 (fax) sproenza@enbfl.com Ms. Maria Oiz CHASE 1908 SW 8 St., Floor 1 Miami, FL 33135 (786) 740-7913 (office) (786) 740-7913 (cell) marla.oizna.chase.com Mr. Julio Andino City National Bank 100 SE 2nd Street Miami, FL 33131 (786) 620-8078 (cell) julio.andinot citynational.com Andre Thornton True Rate Mortgage 2001 NW 58 Terrace Lauderhill, FL 33313 305-697-3771 (office) andre@trueratefl.com Jasmine Abadi Innovative Mortgage Solutions 237 S. Dixie Highway, 4th Floor Coral Gables, FL 33133 916-666-2616 (cell) Jasmin.abadk innovativemtg.net Ms. Rosie Gaston Banking Mortgage Serv. Corp. 5820 Bird Road South Miami, FL 33155 (305) 445-9003 (office) (786) 257-3369 (fax) rgastona.bmscorp. net Mr. Ernst Joseph One United Bank 3275 NW 79 St. Miami, FL 33147 (305) 696-0700 X 2245 (office) (305)696-3492 (fax) ejosephtcr�.oneunited.com Ms. Michele Collie City National Bank 1995 E. Hallandale Beach Blvd Hallandale Beach, FL 33009 (954) 761-4264 (office) (786) 393-8646 (cell) michele.collie@citynational.com Ms. Brigida Billini Loan Depot 2901 SW 149 Ave., Suite 100 786-307-9085 (cell) 855-337-0463 (fax) bbiIlini( loandepot.com Flor Vasquez Unlimited Financial 13200 SW 128 St., Suite D-2 Miami, FL 33186 305-221-2136 (office) 786-253-5742 (cell) flor@unlimitedfinancial.net Mr. Timothy Barnes Centennial Bank 1403 N. Federal Highway Ft. Lauderdale, FL 33304 954-548-3485/786-316-9797 (cell) tbarnes anmy100bank.com Ms. Leticia Nin Guardian Financial Network 2224 NW 82 Ave. Doral, FL 33122 1-888-309-2005 (office) Inin( gfnlending.org Ms. Martha Garcia Seacoast Bank 396 Alhambra Circle, Suite 255 Coral Gables, FL 33134 (800) 706-9991 (office) (305) 992-7372 (cell) magarciamyprobank.com Mr. Louis Morera Citibank N.A. 2001 Biscayne Boulevard Miami, FL 33132 (305) 216-5996 (office) 1-844-830-3709 (fax) louis.morera@citi.com Enrique Vasquez Unlimited Financial 13200 SW 128 St., Suite D-2 Miami, FL 33186 305-221-2136 (office) 305-308-8950 (cell) enriqueaunlimitedfinancial.net Update: 2/2025 First Time Homebuyer Program Homebuyer Counseling Agencies Agendas de Conserjeria Relacionadas al Programa de Compradores por Primera Vez Centro Campesino Farmworkers Center, Inc. 35801 SW 186 Ave. Florida City, FL 33034 305-245-7738, ext. 228 (office) 305-245-2101 (fax) Trinity Empowerment Consortium 11885 SW 216 St., Suite A Miami, FL 33170 305-248-4553, ext. 700 (phone) 877-769-3912 (fax) Neighborhood Housing Services of South Florida 300 NW 12th Avenue Miami, FL 33128 305-751-5511 (office) 305-751-2228 (fax) Real Estate Education & Community Housing, Inc. 7875 NW 12 St., Suite 101 Doral, FL 33126 786-260-6821 (office) 305-675-0858 (fax) Cuban American National Council, Inc. 1223 SW4 St. Miami, FL 33135 305-642-3484, ext. 129 (office) 305-642-4005 (fax) Opa Locka Community Dev. Corp. 490 Opa Locka Blvd. Opa Locka, FL 33054 Ph: 305-687-3545 NID-HCA Florida 610 NW 183 St. Miami Gardens, FL 33169 305-652-7616 (office) Money Management International — Miami Branch www.moneymanagement.orq 866-232-9080 (office) Last updated October 2024 Haitian American Community Development Corporation 181 NE 82 Ave., Suite 100 Miami, FL 33138 786-230-3785 (office) 305-754-9200 (fax) NACA (Neighborhood Assistance Corp. of America) 656 NE 125 St. North Miami, FL 33161 305-341-0791 (office) 877-329-6222 (fax) Operation Hope 1740 W. 49 St. Hialeah, FL 33012 1-888-388-HOPE (4673) Housing Foundation of America 381 N. Krome Ave., Suite 203 Homestead, FL 33030 Ph: 786-842-3843 3. Have you declared bankruptcy in the last two years? City of Miami Dept. of Housing & Community Development Application for First -Time Homebuyer Assistance (A • . lication — Pa • e 1 of 3 I. PROPERTY INFORMATION Subject Property Address (street, city, state & ZIP) Apt. No. II. APPLICANT INFORMATION Applicant Co -applicant Applicant's Name (First Name, Middle Initial, Last Name) Co -Applicant's Name (First Name, Middle Initial, Last Name Applicant's Address (street, city, state & ZIP) Co -Applicant's Address (street, city, state & ZIP) Home Phone (include area code) Applicant Applicant's Employer Work Phone (include area code Home Phone (include area code) Home Phone (include area code) III. EMPLOYMENT INFORMATION Co -Applicant's Employer Co -Applicant Employer Address (street, city, state & ZIP) Employer Address (street, city, state & ZIP) Monthly Income Dates (from — to Monthly Income Dates (from — to IV. OTHER INFORMATION Applicant Co -Applicant 1. Have you owned a home in the last three years? (a mobile home is titled as personal property & not considered a home) 2. If you answered YES above, are you a displaced homemaker? ❑ YES ❑ NO ❑ YES ❑ NO ❑ YES ❑ NO ❑ YES ❑ NO If you answered YES to both questions above, attach a divorce decree showing the method of disposition of the marital home. ❑ YES ❑ NO ❑ YES ❑ NO V. HOUSEHOLD INFORMATION 1 Name Date of Birth SSN Relationship to Applicant Total Cash Value of Assets Applicant $ 2 $ 3 $ 4 $ 5 $ 6 $ 7 $ Total $ Revised on 1/25 (SGCB) (Application continuation — Page 2 of 3) VI. ANNUAL HOUSEHOLD INCOME 1 Name wages/ Benefits/ Salary** Pensions Public Other Assistance Income Annual Income $ $ $ $ $ 2 $ $ $ $ $ 3 $ $ $ $ $ 4 $ $ $ $ $ 5 $ $ $ $ $ 6 $ $ $ $ $ 7 $ $ $ $ $ Total $ $ $ $ $ ** include tips, commissions, & bonuses Disclosure of Information for Income Verification I hereby authorize the City of Miami to verify my past and present employment records, bank statements, stock holdings and any other asset balances that are needed to process this application. I further authorize the City to order consumer credit reports and verify other credit information, including past and present landlord references. It is understood that a copy of this form will also serve as authorization. The information obtained here is only used to ascertain my eligibility to receive down payment and closing cost assistance. I further irrevocably grant to the City of Miami, its assigns and successors, my consent and full right to, use my name, photograph, likeness, image, voice, and biography in any and all media, publications, advertising, and publicity, in connection with my participation in the First -Time Homebuyer Program and any program related activity or project. I certify that (i) neither I, the applicant, or the co -applicant is employed by the City of. Miami or by any agency/ developer which built the "Subject Property" in this application utilizing funds provided by the City of Miami, and that (ii) neither I, the applicant, or the co -applicant is related to any employee of the City of Miami or of the agency/developer which built the "Subject Property" in this application utilizing funds provided by the City of Miami. Warning: Florida Statute 817 provides that willful false statements or misrepresentation concerning income and assets or liabilities relating to financial condition is a misdemeanor of the first degree and is punishable by fines and imprisonment provided under §775.082 or 775.83 All persons age 18 and over in the applicant's household (HH) must sign below indicating their understanding of the Disclosure above. Name of Applicant (Print) Name of Co -Applicant (Print) Name of other HH member age 18 and above (Print) Name of other HH member age 18 and above (Print) Signature of Applicant Date Signature of Co -Applicant Date Signature of other HH member age 18 and above Date Signature of other HH member age 18 and above Date Revised on 1/25 (SG CB) (Application continuation — Page 3 of 3) NOTICE OF COLLECTING SOCIAL SECURITY NUMBER FOR GOVERNMENT PURPOSE The City of Miami collects your social security number for a number of different purposes. The Florida Public Records Law (specifically, Section 119.071(5), Florida Statutes) requires the City to give you this written statement explaining the purpose and authority for collecting your social security number as part of this application. Your Social Security Number is being collected for the purposes of income certifying you for the City's First-time Homebuyer Program, which requires third -party verification of assets, employment, and income. In addition, this information may be collected to verify unemployment benefits, social security/disability benefits, and other related information necessary to determine income and assets, and your eligibility for this Program that is funded by local, Federal, and/or State program dollars. Your household's social security number(s) will not be used for any other intended purpose other than verifying your household's eligibility for the City's First-time Homebuyer Program. Authorization to Collect Social Security Number ❑ 24 CFR 5.609, referred to as "Annual Income" - Code of Federal Regulations ❑ 24 CFR 92.203 Income Determinations for HOME Program — Code of Federal Regulations ❑ U.S. HUD Technical Guide for Determining Income and Allowances for the HOME Program (Third Edition (HUD-1780-CPD, January 2005) ❑ State Housing Initiatives Partnership Program — SHIP Program Manual (Revised July 2008) ❑ City of Miami Housing Program Policies and Procedures PUBLIC RECORDS DISCLOSURE AND ACKNOWLEDGMENT Information provided by the applicant(s) may be subject to Chapter 119, Florida Statutes, regarding Open Records. Information provided by you/your household that is not protected by Florida Statutes can be requested by any individual for their review and/or use. This is without regard as to whether or not you qualify for funding under the program(s) for which you are applying. Having been advised of this fact prior to finalizing the application for assistance or supplying any information, your signature below indicates that: • I/We agree to hold harmless and indemnify the City of Miami, any governmental agency, its officers, employees, stockholders, agents, successors and assigns from any and all liability and costs that may arise due to compliance with the provisions of Chapter 119, Florida Statues. • I/We agree that the City of Miami does not have any duty or obligation to assert any defense, exception, or exemption to prevent any or all information given to the City of Miami in connection with this application, or obtained by them in connection with this application, from being disclosed pursuant to a public records law request. • I/We agree that the City of Miami does not have any obligation or duty to provide me/us with notice that a public records law request has been made. • I/We agree to hold harmless the City of Miami or any governmental agency, its officers, employees, stock holders, agents, successors and assigns from any and all liability that may arise due to my/our applying for any grant or mortgage or my/our purchase of any real estate, or any matter arising out of any housing rehabilitation project funded by the City of Miami. Name of Head of Household (Print) Name of Co -Head of Household (Print) Name of Household Member Age 18+ (Print) Name of Household Member Age 18+ (Print) Name of Household Member Age 18+ (Print) Signature of Head of Household Date Signature of Co -Head of Household Date Signature of Household Member Age 18+ Date Signature of Household Member Age 18+ Date Signature of Household Member Age 18+ Date Revised on 7/24 (SG CB) City of Miami Department of Housing and Community Development Zip Codes Exhibit I Signage Requirements Building Better Neighborhoods Mayor Francis Suarez NAME OF PROJECT SECOND LINE THIRD LINE Francis Suarez Mayor Miguel Angel Gabela District 1 Damian Pardo District 2 Joe Carollo District 3 Manolo Reyes District 4 Christine King District 5 Arthur Noriega, V City Manager EQUAL HOUSING OPPORTUNITY Project Construction Cost: $1,234,567 City Contribution: $1,234,567 www.miami.gov (305) 416-2080 MIAMI FOREVER BONDS g41°\ENi ° -As v 1111111 1101111 Qel: '9g'4N p\0 This Project is located in District X represented by City of Miami Commissioner Name Here Exhibit J Insurance Requirements INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE - CONSTRUCTION REQUIREMENTS - MFB LOAN AGREEMENTS FOR GRAND BAHAMAS PLACE I. Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit (Per Job) $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Explosion, Collapse and Underground Hazard Primary Insurance Clause Endorsement Extended Completed Operations providing 3 years coverage extension following project completion Including Crane and Rigging Liability, as applicable II. Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 Endorsements Required City of Miami included as an additional insured Including Crane and Rigging Liability, as applicable III. Worker's Compensation Limits of Liability (Part A): Statutory, per State of Florida Employer's Liability A. Limits of Liability (Part B) $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit Waiver of subrogation IV. Umbrella Policy (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $2,000,000 Aggregate $2,000,000 City of Miami listed as an additional Insured. Coverage is excess follow form over all liability polices contained herein. V. Professional Liability/Errors & Omissions Any licensed design professional work such as that provided by architects, engineers, construction consultants, etc., shall maintain professional liability insurance: Each Claim 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 City listed as Obligee VII. Builders' Risk $TBD Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Total Cost of Renovation Deductible: $ 10,000 5% Maximum on Wind/Hail and Flood A. Coverage Extensions: City of Miami listed as loss payee Including Storage and transport of materials, equipment, supplies of any kind to be used on or incidental to the project. Equipment Breakdown for testing of al mechanized, pressurized, or electrical equipment. VIII. Safety/claims and deductibles Safety and loss control shall be exercised at all times by the Contractor for the protection of all persons, employees, and property. Any hazardous conditions must be promptly identified, reported, and action taken to mitigate as soon as possible. Notice of claims/accidents/incidents associated with this agreement shall be reported to the Contractor's insurance company and to the City's Risk Management department as soon as practical. The Contractor has the sole responsibility for all insurance premiums and shall be fully and solely responsible for any costs or expenses as a result of a coverage deductible, co-insurance penalty, or self -insured retention; including any loss not covered because of the operation of such deductible, co-insurance penalty, self -insured retention, or coverage exclusion or limitation. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. INSURANCE REQUIREMENTS FOR A CERTIFICATE OF INSURANCE— MFB LOAN AGREEMENT FOR GRAND BAHAMAS PLACE I. Commercial General Liability Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2,000,000 Products/Completed Operations $ 1,000,000 Personal and Advertising Injury $1,000,000 Endorsements Required City of Miami listed as an additional insured Contingent and Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed or Non -Owned Autos Any One Accident $ 1,000,000 Endorsements Required City of Miami included as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation Employer's Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change, or in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. INSURANCE REQUIREMENTS —MORTGAGE AND SECURITY AGREEMENT —FOR GRAND BAHAMAS PLACE 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 of the Project Sponsor. The property policy shall 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, if applicable. Coverage should be included for debris removal, extended coverage, 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, if applicable, as well as coverage for time element or 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 of the Project Sponsor. 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 K Anti -Human Trafficking Affidavit ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity/individual is a nongovernmental entity authorized to transact business in the State of Florida (hereinafter, "nongovernmental entity"). b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2024). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2024), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2024). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer, a representative, or individual of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entityllndividual: Grove Prosperity Partners LLC Name: Ellen Buckley Title: Manager Signature: Office Address: 1825 Pow De Leon Boulevard, #379, Coral Gables, FL 33134 Email Address: ellen(prosperaco.com Main Phone Number: & . 9 _. 5Z12- Schedule A Permitted Senior Financing 1. Approximately $700,000, representing the first tranche of the construction loan from Florida Community Loan Fund, secured by a first mortgage on the Property, which mortgage may provide for future advances in the amount of the construction loan described below or may be subordinated to the construction loan described below; 2. Any additional construction financing from Florida Community Loan Fund or Banesco for construction of the Project, secured by a first mortgage on the Property provided that the aggregate amount of the above financing does not exceed $16,427,764, which may be amended subject to the approval of the City's HCLC.